NOC-AE-10002526, Submittal of Nuclear Insurance Protection Policies

Submittal of Nuclear Insurance Protection Policies

ML100820233
Person / Time
Site:	South Texas
Issue date:	02/24/2010
From:	Dunesia Clark South Texas
To:	Document Control Desk, Office of Nuclear Reactor Regulation
References
NOC-AE-10002526
Download: ML100820233 (123)

Text

Nuclear Operating Company South Tevas Project E/lctric GeneratIng Station P.. Box 289 Wadsworth, Texas 77483 AAM February 24, 2010 NOC-AE-1 0002526 File No.: G02 1 OCFR50.54(w)(3)

U. S. Nuclear Regulatory Commission Attention: Document Control Desk One White Flint North 11555 Rockville Pike Rockville, MD 20852-2738 South Texas Project Units 1 and 2 Docket Nos.: STN 50-498, STN 50-499 Nuclear Insurance Protection Pursuant to the requirements of 1 OCFR50.54(w)(3), STP Nuclear Operating Company submits the attached Nuclear Electric Insurance Limited (NEIL) property

.insurance policies. This submittal contains the following policies:

Nuclear Insurance NEIL Primary Property and Decontamination $0.500 Billion Liability Insurance Policy Number: P09-075 NEIL Decontamination Liability, Decommissioning $1.250 Billion Liability and Excess Property Insurance Policy Number: X09-075 NEIL Blanket Excess Decontamination Liability, $1.000 Billion Decommissioning Liability and Excess Property Insurance Policy: BX09-007

$2.750 Billion There are no commitments associated with this letter. Should you have any questions, concerns, or require additional information on this matter, please contact Karen Adkins at (361) 972-8698 or Cheryl Glover at (361) 972-71 48.

Daniel R. Clark Manager, Financial Services KMA Attachments: Property Insurance Policies (3)

G:\HUMANRESOU.CES\INSURANCE\ANNUAL MLUT DOS\2010\NRCLIABILITY INS NOTICE (NEIL-2010).DOC STI: 32621411

STP Nuclear OperatingCompany NOC-AE-10002526 Page 2 cc:

(paper copy) (electronic copy)

Regional Administrator, Region IV A. H. Gutterman, Esquire U. S. Nuclear Regulatory Commission Morgan, Lewis & Bockius LLP 612 East Lamar Blvd, Suite 400 Arlington, Texas 76011-4125 Mohan C. Thadani U. S. Nuclear Regulatory Commission Mohan C. Thadani Kevin Howell Senior Project Manager Catherine Callaway U.S. Nuclear Regulatory Commission Jim von Suskil One White Flint North (MS 8B1A) NRG South Texas LP 11555 Rockville Pike Rockville, MD 20852 Ed Alarcon Senior Resident Inspector J. J. Nesrsta U. S. Nuclear Regulatory Commission R. K. Temple P. O. Box 289, Mail Code: MN116 Kevin Polio Wadsworth, TX 77483 City Public Service U. S. Nuclear Regulatory Commission Jon C. Wood Attention: Document Control Desk Cox Smith Matthews One White Flint North 11555 Rockville Pike C. Mele Rockville, MD 20852 City of Austin C. M. Canady Richard A. Ratliff City of Austin Texas Department of State Health Electric Utility Department Services 721 Barton Springs Road Austin, TX 78704 Alice Rogers Texas Department of State Health Services M. K. Kistler, w/o Electronic RMS N2002 G:\HUMANRESOURCES\INSURANCE\ANNUAL MUST DOS\2010\NRCL1ABIfLTY INS NOTICE (NEIL-2010).DOC STI: 32621411

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE PRIMARY PROPERTY AND DECONTAMINATION LIABILITY INSURANCE POLICY Declarationsattached to and made a part ofPolicy No. P09-075 (South Texas Project)

Itenmi 1. Member Insured STP Nuclear Operating Company Member Address P.O. Box 289 Wadsworth, Texas 77483 Respective Interest 100%

Item 2. Insurer: Nuclear Electric Insurance Linmited Mailing Address: 1201 N. Market Street, Suite 1100, Wilmington, Delaware 19801 Item 3.

A. Policy Period:

From 12:01 a.m. on October 1, 2009 to 12:01 a.m.

(Time) (Date) (Time) on October 1, 2010, Standard Time in Hamilton, Bermuda.

(Date)

B. Policy Year:

From 12:01 a.m. on October 1, 2009 to 12:01 a.m.

(Time) (Date) (Time) on October 1, 2010, Standard Time in Hamilton, Bermuda.

(Date)

Item 4. Annual Premium: $1,831,500 Primary- October 1, 2009 2009.01.26.16.53.48 P09-075

Item 5. A. Multiple: 10 B. Retrospective Premium Adjustment: $18,315,000 Item 6. Amount of Insurance: $500,000,000 Item 7. Description and location of property covered:

All Real and Personal Property including the land and all buildings and structures of the South Texas Project (including Units I and 2) situated on a site consisting of approximately 12,300 acres and located in southwest Matagorda County, approximately 12 miles south-southwest of Bay City and 10 miles north of Matagorda Bay.

See Attachment 1 Item 8. Deductibles:

Deductible Amount:

$2,500,000 Deductible for any Loss under Section V.M. 1 (Windstorm Loss):

$10.000.000 olus 10% of the amount of the Loss in excess of $10.000.000 Transit Deductible Amount:

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Item 9. Insureds:

NRG South Texas LP: City of SanAntonio, Texas, acting through the City Public Service Board of San Antonio, City of Austin, Texas:

Ebasco Constructors, Inc., and parent or affiliated companies or entities of Ebasco Constructors, Inc., and all of its subcontractors and vendors and their suppliers: Bechtel Energy Corporation, any parent or affiliated companies or entities of Bechtel Energy Corporation, and all of its subcontractors and vendors and their supplier: Brown & Root, Inc.: and Halliburton Company: Westinghouse Electric Corporation: all as thei respective interests may appear.

Additional Insured: CenterPoint Energy Houston Electric, LLC Item 10. Loss Payee Clause:

A. Expenses covered under Section I.A.2 shall be adjusted with the Member Insured and payable to:

STP Nuclear Operating Company as Agent of behalf of the following Insureds:

i) NRG South Texas LP in respect of its 44% ownership interest.

ii) City of San Antonio, acting through the City Public Service Board of San Antonio in respect of its 40% ownership interest.

iii) City of Austin in respect of its 16.0% ownership interest.

The Member Insured may, by written notice to the Insurer, designate other payees.

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B. All other covered Losses shall be adjusted with the Member Insured and payable to:

STP Nuclear Operating Company as Agent on behalf of the following Insureds:

i) NRG South Texas LP in respect of its 44% ownership interest.

ii) City of San Antonio, acting through the City Public Service Board of San Antonio in respect of its 40% ownership interest.

iii) City of Austin in respect of its 16.0% ownership interest.

The Member Insured may, by written notice to the Insurer, designate other payees.

Item 11. Service of Process to Insured (see Section V.G.5):

General Counsel STP Nuclear Operating Company c/o Duane Morris LLP 1100 North Market Street, Suite 1200 Wilmington, DE 19801 Primary - October 1, 2009 IV 2009-01-26.16.53.48 P09-075

LL-l SOUTH TEXAS PROJECT UNITS 1 & 2 ENLARGED PLOT PLAN Dwg. No. 9Y22-0-M-0002 Rev. 2 Figure 1.2-4 Revision 0

NUCLEAR ELECTRIC INSURANCE LIMITED PRIMARY PROPERTY AND DECONTAMINATION LIABILITY INSURANCE POLICY TABLE OF CONTENTS

1. IN SURING AGREEM ENT ......................... ................................... ............................ I A. C o vera ge ................................................................................................................. 2 B. Tenitorial Limits.... ...................................... ....... 2 C. Property Insured ..................................................................... ........................... 3 D. Property of Others .............................................................................................. 3 E. Extensions of Coverage ........................................... 3

1. Debris Rem oval and Decontamination .................................................. 3

2. Transit Dam age ....................................................................................... 3

3. Expediting Expense ................................................................................ 4

4. Regulatory Code .................................................................................... 4

5. Rem oval from Prem ises .......................................................................... 4 II. PRIORITY FOR DECONTAMINATION LIABILITY EXPENSES .......................... 5 III. EXCLU SIONS .............................................. . 6 A. General Exclusions ................................................................................................... 6 B. W ar Risk Exclusion ...................... ..................................................................... 9 IV . PREM IUM ..................................................................................................... .................. 9 V. CONDITION S .................................................................................................................. 10 A. Abandonm ent .................................................................................................... 10 B. Appraisal ............................................................................ ............................ 11 C. Assignm ent ........................................................................................................... 11 D. Choice of Law ..................................................................................................... 11 E. Concealm ent, Fraud ........................................................................................... 12 F. Deductibles ........................................................................................................... 12 G. Dispute Resolution ........................... I.............................................................. 12 H. He ad in g s ............................................................................................................... 14 I. Evaluation and Compliance with Loss Control Standards ..................... 14 J. Insurer's Options .............................................................................................. 17 K. L im its ..................................................................................................................... 17 L. M ortgagee Interests and Obligations ............................................................... 17 M. Natural Hazards .................................................................................................. 18

1. W indstorm Loss ........................................................................................ 18

2. Flood Loss .............................................................................................. 18 Primary - October 1, 2009 2009.01.26.16.53.48 P09-075

3. Earthquake or Volcanic Eruption Loss .................................................... 18 N. Other Insurance .................................................................................................. 18

0. Policy Decisions and Notice ........................................... ................................. 18 P. Policy M odifications ......................................................................................... 19 Q. Requirements in Case of Loss .................................. 19 R. State Premium Tax ............................................................................................ 20 S. Subrogation ................................................. 20 T. Su it ................................................................................................................. .. 21 U. Term and Cancellation ...................................... 21 V. Valuation .......................................................................................................... 22 W. W aiver Provisions ............................................................................................ 23 X. W hen Loss Payable ........................................ 23 VI. RETROSPECTIVE PREM IUM ADJU STM ENT ........................................................ 23 VII. M EM BERSHIP ............................................................................................................. 27 VIII. DEFINITIONS ................................................................................................................. 27 A. "Accident" ....................................................................................................... 27 B. "A ccid en tal"....................... ................................................................................... 27 C. "Accidental Property Damage ......................................................................... 27 D. "Actual Cash Value ....................................................................................... 27 E. "Additional Premium". ...................................................................................... 27 F. "Deductible Adjustment" ........................................ 27 G. "Delinquent M ember" .................................................................................... 28 H. "Deposit Premium" ........................................................................................... 28 I. "F loo d" ............................................................................................ ..................... 28 J. "Insured Property". .................................................. ........................................ 28 K. "L o ss" . ................................................................................................................... 28 L. "Loss Control Standards". ................................................. ................................... 28 M. "M ember Insureds of the Insurer". ................................................................... 28 N. "Operator" ....................................................................................................... 28

0. "Other Insurance Policy". ................................................................................. 28 P. "Other M ember Insurance Policy" ................................................................... 28 Q. "Prem ium Adjustment" ........................................................................................ 29 R. "Property Damage"........................................................................................... 29 S. "Rating Procedures and Schedules" ................................................................. 29 T. "Replacement Cost ........................................................................................ 29 U. "Retrospective Premium Adjustment ............................................................. 29 V. "SHALL Requirements" ................................................................................. 29 W. "U n it" ................................................................. .................................................... 29 Primary - October 1, 2009 ii 2009.01.26.16.53.48 P09-075

Policy No. P09-075 NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE PRIMARY PROPERTY AND DECONTAMINATION LIABILITY INSURANCE POLICY This Policy is made by and among the Member Insured (specified in Item 1 of the Declarations) and Nuclear Electric Insurance Limited, a Bermuda mutual company with limited liability (the "Insurer").

The Insurer is only licensed in Bermuda and Delaware and the Insureds (those Insureds specified in Item 9 of the Declarations together with the Member Insured) will not be protected by the guaranty funds of any U.S. jurisdiction.

The Member Insured will be required to execute the Policy in Delaware. The Policy will become effective only upon the acceptance by the Member Insured of the delivery of the Policy at the Insurer's office in Delaware.

I. INSURING AGREEMENT In consideration of the premium paid, and subject to the terms and conditions of this Policy, the Insurer agrees, to pay the Member Insured, subject to the Deductible, for certain expenses and costs resulting from Accidental Property Damage.

In Witness Whereof, the Insurer and the Member Insured have caused this Policy to be executed and attested on their behalf in Wilmington, Delaware.

INSURER:

Wihmington, Delaware Nuclear Electric Insurance Limited Date: ,As of October 1, 2009 By:

David B. Ripsom, President At test-,* I,

/*/

• MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company Date: As of October 1, 2009 By: Mý44&A4 AtTorney in Fact Witness: -1 Primary - October 1, 2009 I 2009.01.26.16.53.48 P09-075

A. Coverage I. This Policy insures against Property Damage caused by an Accident, unless otherwise excluded, subject to the terms and conditions of this Policy.

2.. This Policy also insures against expenses necessarily incurred by the. Insureds in discharging their legal obligation to protect the public health and safety following Accidental Property Damage, unless otherwise excluded, subject to the terms and conditions of this Policy.

3. (a) In the event that Accidental Property Damage under this Policy and under one or more Other Insurance Policies with insurance coverage effective during the Policy Year is caused directly or indirectly by Flood, earthquake or volcanic eruption, the Member Insured agrees that:

(i) The.. Insurer's liability for all Losses resulting from Accidental Property Damage shall not exceed the greater of (A) the Amount of Insurance stated in Item 6 of the Declarations, or (B) the highest of the Amount of Insurance stated in the declarations of the Other Insurance Policies providing coverage with respect to the same Accident; and (ii) The Insurer's liability under this Policy shall, be the amount determined under subparagraph (a)(i) above times a fraction, the numerator of which is the Insurer's liability for the Losses resulting from Accidental Property Damage under this Policy, but for this paragraph (a), and the denominator of which is the sum of the Insurer's liability for Losses resulting fromn Accidental Property Damage under this Policy and all Other Insurance Policies, but for this paragraph (a).

B. Territorial Limits This Policy covers Insured Property worldwide except for loss or damage in the following countries:

Afghanistan, Angola, Armenia, Azerbaijan, Bosnia-Herzegovina, Botswana, Burundi, Chechnya, Croatia, Cuba, Democratic Republic of the Congo (former Zaire), Eritrea, Ethiopia, Federal Republic of Yugoslavia, Haiti, Iran, Iraq, Kashmir, Lebanon, Liberia, Libya, Montserrat, Myanmar (Burma), Nigeria, North Korea, Pakistan, Rwanda, Somalia, Sri Lanka, Sudan, Turkish provinces of Agri, Bingol, Bitlis, Diyarbakir, Elazig, Hakkari, Mardin, Mus, Siirt, Urfa and Van, and Yemen, or any other country where trade relations are unlawful as determined by the Government of the United States of America, including its agencies, or the governing body of the European Union, including its agencies.

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C. Property Insured This Policy covers the property specified as such in Item 7 of the Declarations and situated at a location specified therein, and as provided in Section I.E.2 and in Section I.D.

D. Property of Others Subject to its terms and conditions, this Policy also covers the personal property of employees and others at the location described in the Declarations unless otherwise excluded.

E. Extensions of Coverage I. Debris Removal and Decontamination This Policy also shall pay for expenses necessarily incurred by the Insureds in removing debris of and in decontaminating the Insured Property covered by this Policy following Accidental Property Damage, unless otherwise excluded.

2. Transit Damage This Policy also shall pay for the Property Damage caused by an Accident, unless otherwise excluded, to Insured Property in transit and to property insured under Section I.D while such property is .in transit, subject to a total sublimit of $10,000,000 and the following terms and conditions:

(a) For purposes of this coverage, Insured Property includes property that has been purchased for use atthe site and is in transit to the site.

(b) This coverage applies to shipments of Insured Property worldwide and to the temporary storage of such Insured Property while at a repair facility, except that

1) No coverage is provided while the Insured Property is within the borders of any country excepted from the Territorial Limits defined in Section I.B; and

2) No coverage is provided for any shipment beyond 100-nautical miles of the shores of the country of origin or destination for airborne or waterborne shipments, except when the point of exit and entry for the shipment is to be the same country in which case this coverage will remain in effect throughout the shipment.

(c) It is a condition of this insurance that the Insured Property be packed and shipped in accordance with all applicable laws or regulations having the force of law.

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(d) This coverage is excess of any valid and collectible coverage from the seller or shipper.

Each and every Loss covered under thisSection I.E.2 shall be adjusted separately, and from the amount of such Loss, or, if there is contributing insurance, from the Insurer's pro-rata share of such Loss, there shall be deducted the Transit Deductible Amount stipulated in Item 8 of the Declarations.

.3. Expediting Expense This Policy shall also pay for the reasonable extra costs to make temporary repairs or temporary replacement and to expedite the permanent repair or replacement of Insured Property damaged by an Accident, unless otherwise excluded, including overtime and the extra cost of express or other rapid means of transportation. This coverage is subject to a sublimit of the greater of $2,500,000 or an amount equal to ten percent (10%) of the loss (excluding the Expediting Expense), but not to exceed a maximum sublimit of $10,000,000.

4. Regulatory Code This Policy shall also cover the additional cost of repair or replacement of Insured Property arising out of Accidental Property Damage, necessitated by enforcement of any state or federal statute, regulation, ordinance or other rule having the force of law relating to minimumn standards of construction or engineering or licensing, qualification or certification (hereinafter referred to as "Code") which is in effect at the time of the Accident and to which the Insured Property is subject.

All such costs -are subject to a total sublimit of $2,500,000 and to the requirement that the costs involved are actually, directly and necessarily incurred in order to comply with any Code governing repair and/or replacement, or continued or renewed licensing, qualification or certification of the Insured Property which has sustained Accidental Property Damage.

5. Removal from Premises If Insured Property is necessarily removed from any location specified in the Declarations for preservation from imninent physical damage, this Policy also covers such Insured Property for a period of forty-five (45) business days from the con-imencement of such removal, during removal, at any place to which such Insured Property has been removed, and during return; provided, however, this provision does not apply to Property Damage by radioactive contamination except as otherwise provided in Section I.E.2. The Member Insured shall notify the Insurer of any such removal within ten (10) business days after its commencement.

II. PRIORITY FOR DECONTAMINATION LIABILITY EXPENSES

1. Whenever the estimated expenses covered under Section I.A.2 exceed $100,000,000, except as provided in paragraph 2 below, it is agreed that payment under this Policy shall be first made with respect to Losses incurred under Section I.A.2, and then, to the extent Primary -October 1, 2009 4 2009.01.26.16.53.48 P09-075

proceeds of this Policy are not so utilized, with respect to Losses incurred under Section I.A.1.

2. Payment under this Policy may be made with respect to Losses covered under Section I.A. 1 prior to the completion of payments under Section I.A.2 only on the following conditions:

(a) The Member Insured must attest that:

(i) no proceeds of this Policy in excess of an amount specified by the Insureds

("Specified Nuclear Liability Amount"), except as provided in a Proof of Loss filed with the Insurer, are needed to discharge the legal obligation or liability of the Insureds under the Atomic Energy Act of 1954, 42 U.S.C.

Section 2011 et seq. as amended, and the regulations promulgated pursuant thereto (the "Act'") to protect the public health and safety following Accidental Property Damage; and (ii) the payment or use of policy proceeds for Losses covered under Section I.A. 1 does not violate any regulation or order of the Nuclear Regulatory Commnission or any governmental body succeeding to the functions and authorities thereof ("NRC").

(b) Except as provided in paragraph (c) below, the amount of insurance available for payment to the Insureds with respect to Losses covered under Section I.A. 1prior to the indemnification under Section I.A.2 shall be calculated by subtracting the Specified Nuclear Liability Amount from the amount of insurance specified in Item 6 of the Declarations, as it may be reduced pursuant to the terns of this Policy.

(c) At the request of the Member Insured, the amount calculated in accordance with subparagraph 2(b) above, may be increased to include an amount equal to all or part of the Specified Nuclear Liability Amount, but only to the extent of amounts for which the Member Insured attests:

(i) that the Insureds are entitled under other valid and collectible insurance covering the same expenses covered by Section I.A.2; (ii) that the Insureds will claim under such other insurance and use such claimed proceeds to discharge their legal obligation or liability under the Act to protect the public health and safety following Accidental Property Damage; and (iii) that the payment or use of all or part of the Specified Nuclear Liability Anount for Losses covered under Section I.A.1 does not violate any regulation or order of the NRC.

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III. EXCLUSIONS A. General Exclusions

1. The coverage provided under this Policy does not apply to Property Damage caused by or resulting from:

(a) gradual accumulation of radioactive contamination; (b) radioactive contamination at any location specified in the Declarations, resulting from matter released from any source outside the premises of that location and for which the Insured is covered or would be entitled to coverage or can make a claim against a third party who is insured undera nuclear energy liability policy issued by the Nuclear. Energy Liability Insurance Association or Mutual Atomic Energy Liability Underwriters or any other third party liability insurer, but this exclusion shall not apply to radioactive contamination resulting from matter released fiom any source while such source is in transit from any location specified in the Declarations; (c) failure of the Insureds to use all reasonable means to save and preserve the Insured Property at and after an Accident or when the Insured Property is in danger of

-Property Damage; (d) unexplained or mysterious disappearance of Insured Property, or shortage disclosed

upon taking inventory; (e) delay, inherent vice, loss of use, or loss of market; (f) any fraudulent, dishonest, or criminal act done by or at the instigation of any Insured, any Operator, a partner or joint venturer in or of any Insured or Operator, or an officer, director or trustee of any Insured or Operator; (g) any order or directive of a federal, state, county, or municipal governmental entity or any department, agency or political subdivision thereof, including, without limitation, an order to replace undamaged Insured Property pursuant to a directive of the NRC, except acts of destruction at the time of and for the purpose of preventing the spread of Accidental Property Damage; (h) seizure, destruction or confiscation by order or directive of any federal, state, county, or municipal governmental entity or any department, agency or political subdivision thereof, or risks of contraband or illegal transportation or trade; (i) or attributable to manufacturing or processing operations which result in damage to stock or materials while such stock or materials are being actually worked upon; Primary - October 1, 2009 6 2009.01.26.16.53.48.

P09-075

(j) any form.of deterioration or wear and tear, including but not limited to (i) depletion, depreciation, and deterioration, including that of fuel element cladding; (ii) embrittlement of any kind, including but not limited to hydrogen embrittlement and neutron embrittlement; (iii) fatigue of any kind, including but not limited to thermal fatigue and high-cycle fatigue; (iv) rust, erosion, or corrosion of any kind, including but not limited to stress corrosion cracking, unless caused directly by an independent and separate Accident not otherwise excluded, but then only for the Property Damage caused by such Accident; (v) pitting, cracking, bulging, blistering, fretting, denting, deformation or distortion of the Insured Property which accompanies or is directly associated with the kinds of Property Damage specified in paragraphs (ii) through (iv) above; and (vi) shrinking, bulging, expansion, cracking, shifting, rising, settling, sinking, and lateral or other movement of pavements, foundations, walls, floors, ceiling or roofs; (k) dampness, dryness, or extremes or changes of temperature of the atmosphere, including but not limited to rust, corrosion or erosion or other resulting Property Damage, unless caused directly by an independent and separate Accident not otherwise excluded, but then only for the Property Damage caused by such Accident, (1) Flood, unless otherwise provided by endorsement added hereto; or (in) earthquake, volcanic eruption, landslide, subsidence or sinking of land or other earth movement, settlement or other movement of foundations, unless otherwise provided by endorsement added hereto.

With respect to the Exclusions in paragraphs (j) through (m), inclusive, the Insurer shall be liable if an independent and separate Accident not otherwise excluded ensues, but then only for the Property Damage caused by the ensuing Accident.

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2. This Policy also does not cover:

(a) accounts, bills, currency, deeds, evidences of debt, money or securities; (b) (i) records, manuscripts and drawings, for any amount in excess of their value blank plus the cost incurred for actually transcribing or copying them, except as provided in subparagraph III.A.2(b)(ii) below; (ii) media, data storage devices, and program devices for electronic and electro-mechanical data processing or for electronically controlled equipment, for any amount in excess of the cost of reproducing such media, datastorage devices, and program devices from duplicates or from originals of the previous generation of the media, and no liability is assumed.

hereunder for the cost of gathering or assembling information or data for such reproduction; (c) vehicles licensed for highway use, aircraft or watercraft, except when such vehicles, aircraft or watercraft are being used for the servicing of or in connection with the

.operation of the Insured Property; (d) any Accidental Property Damage, to the extent of the amount collectible from a contractor, manufacturer or supplier of machinery, equipment or other property under a guaranty or warranty, whether or not such contractor, manufacturer or supplier is included as an Insured under this Policy; (e) the cost of making good any faulty workmanship, material, construction or design, whether or not due to negligence, inadvertence, misjudgment or any other cause, and regardless of any warranty which may affect such faulty components; provided, however, the Insurer shall be liable if an independent and separate Accident not otherwise excluded ensues, but then only for the Property Damage caused by the ensuing Accident; (f) more than one opening and closing of a turbine in connection with one Accident; provided, however, that additional openings and closings of a turbine in connection with a single Accident can be covered as expediting expenses subject to the provisions of Section I.E.3; and (g) any sums which the Insured may be obligated to pay as damages (i) because of bodily injury or personal injury, or (ii) because of damage to property not described in the Declarations, or Primary - October 1, 2009 8 2009.01.26.16.53.48 P09-075

(iii) for which the Insured is covered or would be entitled to coverage under a nuclear energy liability policy issued by the Nuclear Energy Liability Insurance Association or Mutual Atomic Energy Liability Underwriters or any other third party liability insurer.

B. War Risk Exclusion I. Subject to paragraph 2 below, the coverage provided under this Policy does not apply to Property Damage caused directly or indirectly by:

(a) hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack by any government or sovereign power (de jure or de facto), or by any authority maintaining or using military, naval or air forces; or by military, naval or air forces, or by an agent of any such government, power, authority or forces; (b) any weapon of war employing nuclear fission or fusion whetherin time of peace or war; or (c) insurrection, rebellion, revolution, civil war, usurped power, or action taken by governmental authority in hindering, combating or defending against such an occurrence.

2. This War Risk Exclusion shall only apply to acts which are part of overt military activity.

IV. PREMIUM

1. The Member Insured agrees to pay to the Insurer the Premium under the terms and conditions hereinafter set forth. The Premium shall be paid to the Insurer by wire transfer or other method acceptable to the Insurer on or before the beginning of the policy period specified in Item 3A of the Declarations.

2. The Member Insured agrees to pay to the Insurer as an Additional Premium all Premium Adjustment(s) assessed under Section V.1 of the Policy. For each Premium Adjustment, the Additional Premium in the year in which the Premium Adjustment is assessed shall be increased by a pro rata amount.

3. All Additional Premiums computed on the basis of pro rata Premium Adjustments shall be paid to the Insurer by wire transfer or other method acceptable to the Insurer within 40 calendar days after the Notification Date. However, to the extent that there is a request for a variance (as permitted under Section V.1.7), the Additional Premium referred to in this Paragraph need not be paid until 10 calendar days after a decision denying the request for a variance, such payment to be made by wire transfer or other method acceptable to the Insurer.

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4. For each year that a Premium Adjustnent is in place on the date of the renewal of the Policy, the full amount of each such Premium Adjustment shall be considered Additional Premium and shall be payable with the Premium.

5. Upon the termination of a particular Premium Adjustment in accordance with the terms of Section V.1, the Member Insured shall be entitled to a refund of a pro rata amount of the Additional Premium. The refund shall be paid by wire transfer or other method acceptable to the Member Insured within 40 calendar days after the date the Insurer notifies the Insured of the amount of the refund.

6. As a condition precedent to the Insurer's obligations under this Policy, the Member Insured agrees to notify the Insurer that the Insured Property has been classified Category Numnber Five by the Institute of Nuclear Power Operations ("INPO"), within seven (7) days of being advised by INPO of such classification being put in place, and to pay such additional Premium due hereunder to the Insurer as a result thereof by wire transfer or other method acceptable to the Insurer within twenty (20) business days after demand.

7. The Member Insured further agrees to pay the Insurer the Retrospective Premium Adjustment under the terms and conditions specified under Section VI.

V. CONDITIONS A. Abandonment There shall be no abandonment to the Insurer of any property.

B. Appraisal In case the Member Insured and the Insurer shall fail to agree as to the amount of Property Damage, then, on the written demand of either, each shall select a competent and disinterested appraiser and notify the other of the appraiser selected within twenty (20) days of such demand.

The two (2) appraisers so selected shall first select a competent and disinterested umpire; and failing for fifteen (15) days fiom the date of selection of the second appraiser to agree upon such umpire, then on request of the Member Insured or the Insurer, such umpire shall be selected by a judge of the United States District Court for the district in which the Insured Property is located.

The appraisers shall then appraise the Property Damage, stating separately Replacement Cost and/or the Actual Cash Value of each item; and, failing to agree, shall submit their differences, only, to the umpire. An award in writing, so itemized, of any two when filed with the Insurer shall determine the amount of Property Damage. Each appraiser shall be paid by the party selecting him and the expenses of appraisal and of the umpire shall be paid equally by the Member Insured on the one hand and the Insurer on the other.

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C. Assignment Assignment or transfer of this Policy shall not be valid except with the prior written consent of the Insurer.

D. Choice of Law

1. In view of the diverse locations of the parties hereto and the desirability of unified regulation, the Insureds and Insurer agree that the terms of this Policy shall determine their respective rights and duties and that this Policy shall be construed and enforced in accordance with and governed by the internal law of the State of New York, United States of America.

2. The parties intend that the Insurer conduct its activities so as not to be subject to the insurance regulation of any jurisdiction other than Bermuda and Delaware. Accordingly, the parties expressly recognize and agree that paragraph I above does not evidence an intent by the parties to (a) give jurisdiction over the Insurer to the insurance regulatory authority of any jurisdiction other than Bermuda and Delaware; or (b) make applicable to this Policy any of the insurance laws or regulations (including those which specify the terms of the by-laws and contracts of mutual insurance companies) of any jurisdiction, including New York, other than to the extent such laws of Bermuda and Delaware are applicable; or (c) otherwise have the laws of Bermuda or Delaware apply to the construction or enforcement of this Policy.

E. Concealment, Fraud The Insurer shall have no obligation to make any payment under this Policy if, whether before or after a Loss, any Insured has willfully concealed or misrepresented in writing any material fact or circumstance concerning this insurance or the subject thereof, or the interest of any Insured therein, or in case of any fraud or false swearing by any Insured relating thereto; but the application of this provision shall not affect the Member Insured's obligation to pay the Retrospective Premium Adjustment callable by the Insurer under this Policy, or provide other assurances to the Insurer Pursuant to Section VI.2.

F. Deductibles I. There shall be deducted from the amount of each and every Loss the Deductible stated in Item 8 of the Declarations. In the event that more than one Deductible applies to any one Loss, then only the largest Deductible for that Loss shall be applied.

Primary - October 1, 2009 11 2009.01.26.16.53.48 P09-075

2. To the extent that the Deductible Adjustment applies in accordance with the provisions of Section V.1, and to the extent that the amount of the Deductible Adjustment is greater than the amount of the Deductible, then the Deductible Adjustment shall be substituted for the Deductible for purposes of Paragraph V.F(l). If there is more than one Deductible Adjustment in place under Section V.1, only the highest Deductible Adjustment will be considered for purposes of thisSection V.F.

G. Dispute Resolution The Insurer and the Insured mutually acknowledge that the form, terms and conditions of the Policy have been formulated by representatives of the participating utilities in order to provide insurance coverage which is vital to all participants. It was desired that the Insurer serve as a financially stable and reliable entity, responsive to the coverage needs of its participants, and providing coverage fairly and equitably as to each Insured, but taking equally into account fairness and equity as to all insureds as a group. While every effort has been made to define with clarity and precision the scope of coverage and other policy provisions, the Insurer and the Insured mutually acknowledge that situations may arise where the terms of the Policy are disputed. For the foregoing reasons, the Insurer and the Insured agree that the following principles shall govern the interpretation of the Policy:

(a) Even-handedness and fairness to both the Insurer and the Insured; (b) The intentions of the Insurer and the Insured, including any extrinsic evidence of intent-(c) The practice of the Insurer and the Insured in interpreting and applying the Policy; (d) The cooperative rather than adversarial relationship between the Insurer and the Insured; and (e) The contract construction rule of contra proferentem is not applicable to this insurance policy.

2. The Insurer and Insured agree to endeavor to resolve any dispute between them by means of voluntary proceedings to be agreed upon between them. In the event of a dispute, either the Insurer or the Insured may request the other to participate in. an alternative dispute resolution proceeding. The Insurer and the Insured acknowledge, depending upon the circumstances, that an appropriate proceeding may includebut is not limited to one or more of the following: early neutral evaluation, mediation, mini-trial, neutral fact finding, or senior peer review. In the absence of the parties agreeing to participate in an alternative dispute resolution process, the Insurer will agree, at the request of the Insured, to submit the dispute to senior peer review, unless otherwise determined by the Insurer's Board of Directors. The Insurer agrees to pay the fees and expenses of any neutral party associated Primarv- October 1. 2009 12 2009.01.26.16.53.48 P0)9-075-

with the procedures. The use of any such or other proceeding is voluntary to both the Insurer and Insured, but each acknowledges that it is in the best interests of the mutual enterprise to resolve disputes by such voluntary means where possible, and without the need for final and binding arbitration between them.

3. The Insured and Insurer agree in good faith to consider, in connection with any dispute, the Statement of Dispute Resolution Principles adopted by the Insurer's Board of Directors and Members, as it may be amended from time to time.

4. Any claim or controversy between the Insured and the Insurer as to any matters arising out of or relating to this Policy, which is not settled between themselves, pursuant to paragraph 2 above or otherwise, shall be submitted at the request of either the Insured or the Insurer to arbitration in New York City unless the parties agree as to another location. Arbitration of a dispute is final and binding. The Insured and the Insurer shall try in good faith to agree on the appointment of a sole arbitrator to settle the dispute. In the event the parties cannot agree on the appointment of a sole arbitrator, they can agree to have a sole arbitrator appointed by the then President of the Association of the Bar of the City of New York or in the absgence of agreement to do so, a three-person arbitration panel shall be appointed. In the event that either the Insured or the Insurer determines that the dispute is not appropriate for a sole arbitrator, a three-person arbitration panel shall be appointed. In such instance, the Insured shall appoint one arbitrator and the Insurer another; the two so appointed shall select the third. If the two arbitrators fail to agree on a third arbitrator for a period of sixty calendar days from the date of appointment of the second arbitrator, then on request of the Insured or the Insurer such third arbitrator shall be selected by the then President of the Association of the Bar of the City of New York. The Insured and the Insurer may by express agreement determine the arbitral procedures to be followed; in the event the parties do'not agree, New York law, including the statutory rules on arbitration, shall govern all matters of procedure. The arbitrators shall first determine the liability of the parties as to the dispute, claim or controversy, and then, only if necessary, determine the type and amount of relief to be granted. The arbitrators shall award reasonable attorney's fees and costs to the prevailing party in such amount as they determine appropriate, not to exceed the amount of fees and costs incurned by the non-prevailing party. For this purpose, the fees incurred shall be calculated at reasonable prevailing hourly billing rates and include all reasonable out-of-pocket expenses.

5. To the extent that any dispute, claim or controversy between the Insured and the Insurer hereunder is not subject to arbitration for any reason whatever, the United States District Court for the Southern District of New York shall have exclusive jurisdiction thereof. For such purpose, the Insured agree to accept, without objection to form or manner, service of process to the person identified in Item II of the Declarations.

For such purpose, the Insurer agrees to accept, without objection to form or manner, service of process by registered mail directed to Nuclear Electric Insurance Limited, 1201 Market Street, Suite 1100, Wilmington, Delaware 19801. The foregoing consents to service of Primary - October 1, 2009 13 2009.01.26.16.53.48 P09-075

process are not intended nor shall they be construed to extend to any dispute, claim, controversy, cause of action, or other matter other than as stated in this paragraph.

H. Headings The headings in this Policy are inserted for convenience only and shall not be deemed to constitute a part -hereof.

I. Evaluations and Compliance vith Loss Control Standards' I1. The Insurer shall be permitted, but not obligated, to perform or to have performed on its behalf, evaluations of the Insured Property at any reasonable time. All evaluations and evaluation reports made by or on behalf of the Insurer are made solely for insurance purposes. Evaluation reports are based upon the conditions, practices and property observed and information made available at the time of the evaluation, and shall not be deemed to identify all hazards or to indicate that other hazards do not exist. The Insurer and those performing evaluations on its behalf shall not be responsible for the correction or control of any conditions, practices or property. Notwithstanding any other agreement, express or implied, to the contrary, neither the right to make an evaluation nor the making of an-:evaluation, nor any advice or report resulting therefrom, shall constitute or be construed as an undertaking on behalf of or for the benefit of the Insureds or others to determine or warrant that the facilities, operations or property are safe or healthful, or are in compliance with any law, rule, regulation, procedure or standard. It shall be the obligation of the Insureds to ensure that the Insurer is accorded the right to conduct an evaluation under this paragraph.

2. Notwithstanding the provisions in Paragraph V.1.5, upon discovery of a dangerous condition (the "Dangerous Condition) with respect to any property, or part thereof, insured under this Policy (the "Affected Property"), whether discovered as a result of an evaluation or otherwise, a representative of the Insurer may (a) request that the Affected Property be taken out of service without delay,.

and/or (b) request that actions be taken to remedy the Dangerous Condition.

3. If a request made under Paragraph V.1I2 is not complied with, the Insurer may immediately suspend coverage as to the Affected Property and/or as to Property Damage that could have been avoided or reduced had the Dangerous Condition been remedied, provided, however, that there will be coverage for Property Damage if the Insured can demonstrate that the Property Damage was unrelated to the failure to take the requested action (and there is otherwise coverage under this Policy). Notice of the suspension (which may be made together with either request referred to in Paragraph V.1.2) shall be written and, Primary - October 1, 2009 14 2009-01.26.16.53.48 P09-075

notwithstanding any other provisions under this Policy, may be sent to the Member Insured by hand delivery, e-mail, fax or courier.

4. It shall be an obligation under this Policy that the Insured comply with the Shall Requirements contained in the Insurer's Loss Control Standards.

5. When the Insurer learns of an Insured's failure to comply with, or to take agreed upon actions to correct a failure to comply with, a Shall Requirement contained in the Insurer's Loss Control Standards, the Insurer may notify the Insured of the non-compliance, and upon or after such notification shall have the right to (a) adjust the Insured's premiums ("Premium Adjustments") and/or the Insured's deductible ("Deductible Adjustments"), and/or (b) suspend coverage under this policy as to the property that is the subject of the applicable Shall Requirement and/or as to Property Damage that could have been avoided or reduced if not for the Insured's failure to comply with the applicable Shall Requirement, provided, however, that there will be coverage for Property Damage if the Insured can demonstrate that the Property Damage was not related to the noncompliance (and there is otherwise coverage under this Policy).

The Actions referred to in this Paragraph may be collectively referred to as "Policy Adjustments".

6. Notification to the Insured about a non-compliance with the Shall Requirements contained in the Insurer's Loss Control Standards shall be in writing (the "Notification Letter") and, notwithstanding any other provisions under this Policy, may be sent to the Member Insured by hand delivery, e-mail, fax or courier. The date of the Notification Letter shall be referred to as the "Notification Date". The Notification Letter shall set forth the specific Premium Adjustments and Deductible Adjustments to be made, which shall be assessed in accordance with the schedules contained in the Insurer's Rating Procedures and Schedules then in effect. Deductible Adjustments shall apply in accordance with the details set forth in the Notification Letter.

7. Unless indicated otherwise in the Notification Letter, all Premium and Deductible Adjustments will take effect on the 3 1` calendar day after the Notification Date unless the Insured requests a variance (in accordance with the procedures contained in the Loss Control Standards) or requests that the applicable coverage be removed because the Insured has elected not to comply with the relevant Loss Control Standard requirement. The precise scope of any coverage removal will be described in an endorsement to the Policy.

8. Unless indicated otherwise in the Notification Letter, all Premium and Deductible Adjustments will remain in effect until the Insurer endorses the Policy to remove such Policy Adjustments. For purposes of determining whether an Accident took place during a Primary - October 1, 2009 15 2009.01.26.16.53.48 P09-075

period that there was a Deductible Adjustment, the relevant date is the date on which the Accident actually occurred and not any deemed date that may otherwise be defined in the Policy.

9. Notwithstanding the provisions in Paragraph V.1.6 any suspension of coverage under Paragraphs V.1.3 and V.1.5 shall be in accordance with the scope of coverage suspension set forth in writing and delivered to the Insured.

10. If the Insured requests a variance, no Premium or Deductible Adjustments will be implemented while the variance request is being considered by the Insurer. If the Insurer does not grant the variance, the Premium and Deductible Adjustments shall be applied retroactively to the day the Adjustments would have gone into effect under Paragraph V.1.7, even if the Insured requests a review or otherwise appeals the Insurer's decision. The provisions of this paragraph will apply even in the event that an Accident actually occurs during the time that the variance request is being considered.

11. The Insurer may inmmediately suspend coverage under this Policy, in whole or in part, with respect to the Insured Property if (i) the NRC suspends or revokes for any reason the.

operating license issued with respect to any Unit on such Insured Property, or (ii) the NRC issues:a shutdown order with respect to such Unit, or (iii) the NRC issues a confirmatory order keeping such Unit shut down.. In the event that the Insurer chooses to suspend coverage under this provision, it shall notify the Member Insured in writing of that decision.

12. The coverage suspended in accordance with Paragraphs V.1.3 and V.1.5 above, as well as the coverage removed under Paragraph V.1.7 above, may be reinstated by the Insurer, but only by an endorsement issued to form a part of this Policy. The suspension of the insurance under this Policy will not. affect the obligation of the Member Insured to pay the Retrospective Premium Adjustment callable by the Insurer under this Policy, or provide other assurances to the Insurer Pursuant to Section VI.2.

J. Insurer's Options It shall be the option of the Insurer to take all, or any part, of the destroyed or damaged Insured Property at the agreed or appraised value, and also to decontaminate or otherwise repair, or to rebuild or replace such Insured Property destroyed or damaged with other of like kind and quality within a reasonable time, on giving notice of its intention to do so within thirty (30) days after the receipt of the Proof of Loss as herein provided.

K. Limits

1. The Insurer shall not be liable for more than the amount shown as limit of liability in the Declarations for any one Accident.

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2. The insurance provided by this Policy shall not be reduced by the sum paid for any one Accident.

3. Notwithstanding anything contained herein to the contrary, the Insurer's liability hereunder shall be the amount payable to the Member Insured but for this provision, less any amount owed to the Insurer by the Insureds, including amounts owed to the Insurer by the Insureds under this Policy or any other agreement or policy.

4. The Member Insured's recovery under'Section I.A. I and I.A.2 of this Policy shall not be decreased because the Replacement Cost or Actual Cash Value, whichever is applicable, of the Insured Property is less than the Insurer's limit of liability.

L. Mortgagee Interests and Obligations

1. If a Loss hereunder is assigned or made payable, in whole or in part, to a designated mortgagee not named herein as an Insured, such interest in this Policy may be canceled upon sixty (60) days' written notice of cancellation mailed or delivered to such mortgagee.

2. If the Insureds fail to meet the requirements stated herein in the case of Accidental Property Damage, such mortgagee, upon notice, shall render a written estimate of Loss within sixty (60) days and shall render Proof of Loss in the form approved by the Insurer within twelve (12) months thereafter and shall be subject to the provisions hereof relating to appraisal, arbitration and time of payment and of bringing suit. If the Insurer shall claim that no

• liability exists as to the mortgagor or owner, it shall, to the extent of payment of loss to the

• mortgagee, be subrogated to all the mortgagee's rights of recovery, but without impairing mortgagee's right to sue; or it may pay off the mortgage debt and require an assignment thereof and of the mortgage. Other provisions relating to the interests and obligations of such mortgagee may be added hereto by endorsement.

M. Natural Hazards I. Windstorm Loss Each Loss by windstorm, tornado or hurricane shall constitute a single Accident; provided, if more than one windstonln, tornado or hurricane should occuir within any period of ninety-six (96) hours commencing during the term of this Policy, and such windstorms, tornados or hurricanes have a common origin or are caused by a single atmospheric disturbance, then such windstorms, tornados or hurricanes shall be deemed to be a single windstorm, tornado or hurricane.

2. Flood Loss Each Flood shall be deemed a separate Accident; provided that if more than one Flood should occur within any period of ninety-six (96) hours commencing during the term of this Primary - October 1, 2009 17 2009.01.26.16.53.48 P09-075

Policy and such Floods have a comrmon origin or are caused by a single Accident, then such Floods shall be deemed to be a single Flood.

3. Earthquakeor Volcanic Eruption Loss Each earthquake shock or volcanic eruption shall be deemed a separate Loss; provided that if more than one earthquake shock or volcanic eruption shall occur within any period of ninety-six (96) hours commencing during the tenn of this Policy and such earthquake shocks or volcanic eruptions have a common origin or are caused by a single incident, then such earthquake shocks or volcanic eruptions shall be deemed to be a single earthquake or volcanic eruption.

N. Other Insurance The Insurer shall not be liable if at the time of the Accident there is any other insurance which would attach if this insurance had not been effected, except that this insurance shall apply only as excess and in no event as contributory insurance, and then only after all other insurance has been exhausted.

0. Policy Decisions and Notice Except as provided in paragraph Q of Section V, all decisions or actions made or taken with respect to this Policy may only be taken or made by the first named Member Insured and all such decisions or actions shall be binding on all- Insureds. Such decisions or actions shall include, without limitation, decisions to give or not give notices of losses, to file or not file proofs of loss and to bring or not bring an action under the dispute resolution provision. No decision or action with respect to this Policy may be made or taken by anyone other than the Insurer and the first named Member Insured. The first named Member Insured shall be that Member Insured whose name is listed first in Item I of the Declarations. The Insurer and the Insureds agree that all communications between them as to any matter arising under or relating to this Policy shall be made as follows:

I. If to the Insurer: The communication nmst be sent by the first named Member Insured and must be sent, by facsimile, mail or courier to the Insurer at the address listed in Item 2 of the Declarations.

2. If to the Insureds: The commlunication must be sent by the Insurer to the first named Member Insured and must be sent, by facsimile, mail or courier to the address listed in Item 1 of the Declarations or to the address of such Member Insured's Delaware Representative.

It shall be the obligation of the first named Member Insured to communicate the contents of any notification from the Insurer to the other Insureds.

The Insured's compliance with the provisions of this paragraph is a condition precedent to the Insurer's obligations under this Policy.

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P. Policy Modifications This Policy embodies all agreements between the Member Insured and the Insurer or any of their agents relating to this insurance. There shall be no change in the terms, provisions and stipulations of this Policy except in writing hereon or by endorsement added hereto by the Insurer and the Member Insured.

Q. Requirements in Case of Loss I1. It shall be an obligation of the Insureds to give or cause to be given to the Insurer immediate written notice of any Accidental Property Damage and to protect the Insured Property from further damage. The Insureds shall separate or cause to be separated, with reasonable promptness, the damaged and undamaged Insured Property, put it in the best possible order, furnish a complete inventory of the destroyed, damaged and undamaged Insured Property, showing in detail quantities, costs, the Replacement Cost and estimated amount of Property Damage claimed. The Insurer may deny coverage for such Accidental Property Damage if the Insured fails to comply with its obligations to provide immediate written notice thereof, but only if the Insurer demonstrates being prejudiced in its ability to adjust, assess or otherwise investigate the claim as a result of such failure.

2. Within twelve (12) months after the Accidental Property Damage, unless such time is extended in writing by the Insurer, not to be unreasonably withheld, the Insureds shall render to the Insurer a proof of loss ("Proof of Loss"), in the form approved by the Insurer, signed and sworn to by the Member Insured, stating the knowledge and belief of the Insureds as to the time and origin of the Accidental Property Damage, the interest of the Insureds and all others in the Insured Property, the value of the Insured Property involved in the Accident, the amount of Loss or damage thereto, all other contracts of insurance, whether valid or not, covering any of said Insured Property, and (a) with respect to Losses covered under Section I.A. 1, an attestation by the Member Insured that either no proceeds of this Policy, or no proceeds of this Policy in excess of the Specified Nuclear Liability Amount, except as provided in a Proof of Loss filed with the Insurer, are needed to discharge the legal obligation or liability of the Insureds under the Act to protect the public health and safety following Accidental Property Damage, and that the payment of policy proceeds for the Property Damage under Section I.A. 1 does not violate any regulation or order of the NRC; and (b) with respect to Losses covered under Section I.A.2, the time and origin of the Accidental Property Damage necessitating such expenses, the amount of expenses incurred in discharging the Insureds' legal obligation or liability under the Act to protect the public health and safety following Accidental Property Damage, and an Primary - October 1, 2009 19 2009.01.26.16.53.48 P09-075

attestation by the Member Insured as to the Insurer's legal obligation or liability to incur such expenses.

3. The Insureds shall exhibit or cause to be exhibited to any person designated by the Insurer, as often as may be reasonably required, all that remains of any Insured Property and shall submit to examinations under oath by any person named by the Insurer, and shall subscribe the same. The Insureds shall, as often as may be reasonably required, produce for examination all books of accounts, bills, invoices and other vouchers, or certified copies thereof if originals be lost, or other documents needed by the Insurer to determine its liability, at such reasonable time :and place as may be designated by the Insurer or its representatives, and shall permit extracts and copies thereof to be made.

R. State Premium Tax The Insureds represent that they have paid or will pay any applicable state premium tax.

S. Subrogation

1. Except as provided in paragraph S.3 below, the Insurer may require from the Insureds an assignment of all right-of recovery against any party for Accidental Property Damnage to the extent that payment therefor is made by the Insurer, and the Insureds shall execute and deliver all necessary instruments and do all things necessary or desirable on behalf of the Insurer to secure such rights. The Insureds shall take no action after the Accident which may prejudice the Insurer's rights under this paragraph; however, prior to an Accident, the Insureds may waive in writing any or all right of recovery against any party for Accidental Property Damage.

2. The Insurer hereby waives any right of subrogationr acquired by reason of any payment under this Policy arising out of any Accidental Property Damage against the Insureds and any party furnishing services, materials, parts, or equipment in connection with the planning, construction, maintenance, operation or use of the Insured Property.

3. It is a condition of this Policy that the Insureds shall repay to the Insurer any recoveries made by the Insureds on account of any Accidental Property Damage to the extent that the Insurer would have been entitled to such recoveries had this waiver not been included in this Policy. The proceeds of any recovery shall be applied first to any uncompensated Property Damage incurred by the Insureds, including reimbursement of any deductible amnount under this Policy, and then, to the extent any proceeds of such recovery remain, to reimburse the Insurer for any payments made by it to the Insureds.

T. Suit No suit, action or proceeding on this Policy for the recovery of any claim shall be sustainable in any court of law or equity or any arbitral tribunal unless all the requirements of this Policy shall Primary - October 1, 2009 '20 2009.01.26.16.53.48 P09-075

have been complied with, and unless commenced within eighteen (18) months after the Accident giving rise to such claim; provided, however, an extension of time granted by the Insurer for rendering a Proof of Loss with respect to any Accidental Property Damage shall extend the eighteen-month (18) period for bringing suit with respect to such claim by the period of the extension.

U. Termn and Cancellation I. This Policy shall commence on the date specified in Item 3A of the Declarations and shall terminate on the date specified in. Item 3A of the Declarations. This Policy shall be automatically renewed for successive one-year terms, however either party may cancel this Policy by providing written notice to the other party by registered mail at least three months prior to any anniversary.

2. This Policy may be canceled at any time by the Insurer, upon approval of its Board of Directors, upon sixty (60) days' written notice of cancellation mailed or delivered to the Member Insured, with or without tender of the excess of paid premium above the pro rata premium for the expired time, which excess, if not tendered, shall be refunded on demand.

Notice of cancellation shall state that said excess premium, if not tendered, will be refinded on demand.

3. This Policy shall be automatically canceled if (i) the INPO membership of either the Member Insured or the Operator is suspended or canceled by INPO for any reason and (ii) the Member Insured fails to notify the Insurer within five business days after receipt of notice of such suspension or cancellation of membership in INPO, unless the Insurer is otherwise notified during such five business days.

4. In the event that the Member Insured fails to pay to the Insurer any Retrospective Premium Adjustment due under this Policy, due under any Other Insurance Policy as such Member Insured may have with the Insurer, or referred to in Section VI, this Policy shall terminate provided that the Insurer notifies the Member Insured in writing of this delinquency and the Member Insured fails to make the required payment within 15 days after receiving such notice by registered mail.

5. Neither the cancellation of the Policy on the part of the Member Insured or the Insurer, nor its automatic termination, shall affect the obligation of the Member Insured to pay the Retrospective Premium Adjustment callable by the Insurer under this Policy, or provide other assurances to the Insurer Pursuant to Section VI.2.

V. Valuation I. The value of the Insured Property at the time of an Accident shall be the Replacement Cost of such Insured Property, but only if such Insured Property as is damaged or destroyed is replaced within a reasonable time with identical or like kind property on the same premises Primarv - October 1. 2009 21 2009 01 26 16 53 48 P09-075

and intended for the same occupancy and use. In all other cases, the value of the Insured Property at the time of loss shall be the Actual Cash Value of such Insured Property, notwithstanding that the Policy may refer to the Replacement Cost of such Insured Property. The Member Insured may elect first to make claim under this Policy on an Actual Cash Value basis and may make further claim on a Replacement Cost basis, provided the Insurer is notified in writing within one hundred and eighty (180) days after the Accident of the Member Insured's intent to make such further claim and such claim is filed within three hundredand sixty-five (365) days of such notice.

2. The value of Insured Property in transit at the time of an Accident shall be the Replacement Cost of such Insured Property, but not exceeding the amount which it would cost to repair or replace such Insured Property with material of like kind and quality within a reasonable time after such loss, including general average and salvage charges.

3. In the event of Property Damage to Insured Property constituting nuclear fuel, the Insurer's obligation to indemnify the Insureds and their legal representatives under Section I shall be limited as follows:

(a) Beginning with the date initial criticality is achieved at a Unit, the value of the nuclear fuel in such Unit shall be deemned to be equal to the value of a full fuel core of the fuel then in such unit reduced to reflect the proportion of the usable burn up consumed; and (b) . Spent nuclear fuel shall have no value and the Insurer shall have no obligation to indemnify the Insureds or their legal representatives for any Property Damage thereto.

W. Waiver Provisions No provision, stipulation or forfeiture shall be held to be waived by any requirement or proceeding on the part of the Insurer relating to appraisal or to any examination provided for herein.

X. When Loss Payable.

The amount of Loss for which the Insurer may be liable shall be payable as soon as practicable and in any event within sixty (60) days after the Proof of Loss is received by the Insurer and ascertainment of the Loss is made either by agreement between the Member Insured and the Insurer expressed in writing or by the filing with the Insurer of an award as herein provided.

Where only a partial Proof of Loss has been provided to the Insurer and the Insurer's liability for the Property Damage is uncontested, the Insurer may, in its sole discretion, make partial payment to the Insured. Nevertheless, the Insurer shall have no obligation to make such partial payment.

Primary - October 1, 2009 2009.01.26.16.53.48 P09-075

VI. RETROSPECTIVE PREMIUM ADJUSTMENT The Member Insured agrees to pay to the Insurer the Retrospective Premium Adjustment under the terms and conditions hereinafter set forth.

I1. The Insurer may make demand for the Retrospective Premium Adjustment in whole or in one or more parts from time to time, but only to the extent necessary, in the sole discretion of the Board of Directors of the Insurer, to cover Losses incurred by the Insurer under this Policy and all Other Insurance Policies with coverage effective during the Policy Year (specified in Item 3.B of the Declarations).

2. The Insurer, in the sole discretion of the Board of Directors, may require the Member Insured to provide assurance to the Insurer of the Member Insured's ability to satisfy its obligation to pay a Retrospective Premium Adjustment when called. Within twenty (20) business days of receiving notice from the Insurer that such assurance is required, the Member Insured shall notify the Insurer of the option selected to provide the required assurance, which will include, but is not limited to, providing a letter of credit, providing a financial guarantee, purchasing retrospective premium insurance, or paying a Deposit Premium, and implement such option by providing the Insurer with the required documentation or payment, depending on the option selected. The parameters for a letter of credit, a financial guarantee, and the retrospective premium insurance options will be provided to the Member Insured by the Insurer at the time the Insurer requires the Members Insured to take the action. The terms regarding the Deposit Premium are set forth in Paragraph 3 below.

3. If the Member Insured elects to pay a Deposit Premium, the Insurer may require the Deposit Premium to be paid in whole, in part, or in parts. Any Deposit Premium paid to the Insurer will be returned to the Member Insured when, in the sole discretion of the Insurer's Board of Directors, the retention of the Deposit Premium is no longer required. The amount of any Deposit Premium paid shall be a credit against the obligation of the Member Insured to pay a call made for a Retrospective Premium Adjustment and, to the extent thereof, shall be treated as a payment of the Retrospective Premium Adjustment as of the date a call for a Retrospective Premium Adjustment is made. Amounts paid as Deposit Premiums will be held in an interest bearing account and, until such a call is made, interest earned on the Deposit Premium amount will be paid back to the Member Insured on an annual basis, within ninety (90) business days after the end of the applicable calendar year. However, if the Member Insured fails to elect one of the options available pursuant to Paragraph 2 within the time frame required, or at any other time when in the sole discretion of the Insurer's Board of Directors it is in the best interests of the Insurer, the Insurer may make demand upon the Member Insured for a Deposit Premiumi, whether or not a demand for a Deposit Premium is made upon any other Member Insured(s). If a demand is made by the Insurer, the Member Insured shall pay the Deposit Premium within twenty (20) business days of demand.

Primary - October 1, 2009 23 2009.01.26.16.53.48 P09-075

4. That portion of the Retrospective Premium Adjustment demanded by the Insurer shall be paid to the Insurer by wire transfer or other method acceptable to the Insurer within twenty (20) business days after demand. The Insurer may, without first pursuing any rights it may have against any Delinquent Member, make such number of further demands upon the Member Insured, including any Delinquent Member, for further portions of the Retrospective Premium Adjustment, to be payable twenty (20) business days after demand, as may be needed to obtain Retrospective Premium Adjustment from the Member Insureds of the Insurer under this Policy and all Other Insurance Policies with coverage effective during the Policy Year sufficient, in the sole discretion of the Board of Directors of the Insurer, tocover Losses under this Policy and all Other Insurance Policies with coverage effective during the Policy Year. The fact that the Insurer has received sufficient Retrospective Premium Adjustment fiom such Member Insureds shall not bar the Insurer from pursuing the Insurer's rights against any Delinquent Member.

5. When, for any purpose hereunder, it becomes necessary to calculate the obligation of the Member Insured for the Retrospective Premium Adjustment, it will be calculated as follows:

(a) The amount of the Retrospective Premium Adjustment shall be equal to the product of (i) the Multiple selected by the Board of Directors of the Insurer as required to meet Losses under this Policy and all Other Insurance Policies with coverage effective during the Policy Year, times (ii) the Prenmium plus any Additional Premium, or if such is for a period shorter than a calendar year, such Premium and Additional Premium multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days in the policy period specified in Item 3A of the Declarations.

(b) The policy year to which any Retrospective Premium Adjustment relates shall be determined by the Board of Directors of the Insurer at the time it makes the call for such Retrospective Premium Adjustment based on the date of the Accident under this Policy or any Other Insurance Policy giving rise to the obligation which such Retrospective Premiumn Adjustment is designed to satisfy.

The aggregate of all Retrospective Premium Adjustments under this Policy shall not exceed the Retrospective Premium Adjustment set forth in Item 5.B of the Declarations.

(c) Subject to the piovisions with respect to calls made in the event of failure to pay by Delinquent Members, the amount of any call for a Retrospective Premium Adjustment hereunder shall bear the same relation to the totalRetrospective Premium Adjustment, payable by all Member Insureds of the Insurer under such call as the highest Premium plus Additional Premium determined under subparagraph (a)(ii) above bears to the aggregate Premiums plus Additional Primary - October 1, 2009. )4 2009-01.26.16.53-48 P09-075

Premiums, used to calculate the total of all such calls, under this Policy and all Other Insurance Policies with coverage effective during the Policy Year.

(d) The obligation 'f the Member Insured for the Retrospective Premium Adjustment shall be and remain in fuill force and effect and all the above calculations shall be made without regard to whether or not the Insurer has any obligation to make payments under this Policy or this Policy is canceled or suspended.

6. When, for any purpose hereunder, it becomes necessary to calculate the obligation of the Member Insured for the Deposit Premium, it will be calculated as follows:

(a) The amount of the Deposit Premium, if required, shall be equal to Retrospective Premium Adjustment listed in Item 5.B of the Declarations, unless otherwise indicated.

(b) The aggregate of the Deposit Premium and any Retrospective Premiumn Adjustments callable under this Policy shall not exceed the Retrospective Premium Adjustment set forth in Item 5.B of the Declarations.

(c) The amount of the Deposit Premium may be adjusted at the anniversary of this Policy.

(d) The obligation of the Member Insured for the Deposit Premium shall be and remain in full force and effect and all the above calculations shall be made without regard to whether or not the Insurer has any obligation to make payments under this Policy or this Policy is canceled or suspended.

7. The Multiple is no higher than the Multiple in any Other Insurance Policy with insurance coverage effective during the Policy Year.

8. The Board of Directors of the Insurer in its sole discretion may adjust downward the Multiple stated in this Policy and any Other Insurance Policy with coverage effective during the Policy Year to a new lower Multiple, and the Retrospective Premium Adjustment callable under this Policy and any such Other Insurance Policy shall be reduced by a like proportionate amount. No downward adjustment in such Multiple and corresponding adjustment in any such Retrospective Premium Adjustment may be made with respect to any Retrospective Premium Adjustment which has been assigned by the Insurer, or in any Other Insurance Policy with coverage effective during the Policy Year, if the Multiple in any such Other Insurance Policy, after adjustment, would be less than the Multiple, after adjustment, in this Policy, unless a similar downward adjustment is made in the Multiple in this Policy, together with a corresponding adjustment in the Retrospective Premium Adjustment.

Primary - October 1, 2009 2009.01.26.16.53.48 P09-075

9. The liability of the Member Insured shall be limited to the Premium, Additional Premium the Retrospective Premium Adjustment or any unpaid portion thereof due to the Insurer under the terms of this Policy, and any assurance that may be required pursuant to Section VI.2. No Member Insured shall be subject to any contingent liability or be required to pay any dues or assessments in addition to such Premium, Additional Premium, Retrospective Premium, and any assurance under Section VI.2.

Adjustment due under this Policy and those due under any Other Insurance Policies as such Member Insured may have with the Insurer. The liability of the Member Insured for the Retrospective Prenmium Adjustment for the Policy Year shall cease six (6) years after the end of the Policy Year, unless prior demand is made therefor.

10. It is agreed that the obligation of the Member Insured to pay any Retrospective Premium Adjustment due under any Other Insurance Policy between the Insurer and the Member Insured which terminated on or before the inception date of this Policy is an obligation of the Member Insured under this Policy. It is also agreed that the terms and the amount of such obligation shall be determined by reference to the Other Insurance Policy under which such obligation arose, notwithstanding that such Other Insurance Policy may no longer be in effect.

11. The liability of each Member Insured, if there be more than one, for the Retrospective Premium Adjustment, and any assurance that may be required pursuant to Section VI.2, under this Policy shall be several and not joint and in proportion to their -respective interests specified in the Declarations.

12. In the event the Insurer has available credit facilities from lenders, the Board of Directors of the Insurer may, in its sole discretion, utilize such facilities to finance Losses incurred by the Insurer under this Policy and all Other Insurance Policies. The Insurer may assign to the lenders the Insurer's interest in the Retrospective Premiulm Adjustment, in whole or in part, including, in the event the Insurer defaults on its obligations to such lenders, the right to call such interest assigned. Such assigmnent may be made and shall only be effective with respect to the financing of those Losses for which the Retrospective Premium Adjustment could be called. In the event any assigmnent is made, the Insurer shall give prompt notice thereof tothe Member Insured.

Each Member Insured shall, upon the request~of the Insurer, give acknowledgment of its liability for the Retrospective Premium Adjustment to each of the lenders involved.

VII. MEMBERSHIP Each Member Insured becomes a member of the Insurer as part of obtaining insurance from the Insurer, and as such, is entitled to the privileges and benefits, and by entering into this Policy agrees to be subject to and bound by the obligations and duties of membership. These are more fully set forth in the Insurer's Memorandum of Association and in the Bye-Laws and any amendments thereto, each of which is hereby incorporated into and made a part of this Policy. In Primary - October 1, 2009 2009.01.26.16.53.48 P09-075

no event shall any amendment to the Memorandum of Association or the Bye-Laws increase the amount of Premium or Retrospective Premium Adjustment payable or callable hereunder.

VIII. DEFINITIONS For purposes of this Policy, unless otherwise stated to the contrary, the following capitalized terms shall have the meanings set forth below. Other capitalized terms are included in the Declarations. Unless otherwise stated or required for the meaning of any provision, the singular shall include the plural and the plural, the singular. Whenever a Section or Paragraph number is included in the Policy, it refers to a Policy Section or Paragraph number.

A. "Accident" means a sudden and fortuitous event, an event of the moment, which happens by chance, is unexpected and unforeseeable. Accident does not includ& any condition which develops, progresses or changes over time, or which is inevitable. The date of the Accident shall be the later of when such Accident occurred or is discovered; provided, however, that no Accident is covered hereunder which occurred while the Insured was not insured by the Insurer under this Policy or a predecessor policy issued by the Insurer.

B. "Accidental" means caused by an Accident.

C. "Accidental Property Damage" means Property Damage which is caused by an Accident.

D. "Actual Cash Value" means the amount determined by taking the Replacement Cost of the Insured Property and reducing it by straight line depreciation at a rate of three percent (3%)

per year, subject to a maximum depreciation of fifty percent (50%).

E. "Additional Premium" means the sum of all Premium Adjustment(s), if any, assessed in accordance with Section V.1 of the Policy.

F. "Deductible Adjustments" refer to adjustments that may be made under Section V.1 of the Policy, as a result of a non-compliance with a SHALL Requirement contained in the Company's Loss Control Standards, the amount of which shall be determined in accordance with the Company's Procedures and Schedules for the Rating of Nuclear Generating Stations and set forth in a Notification Letter to the Insured.

G. "Delinquent Member" means any member insured, including the Member Insured, who fails to pay a retrospective premium adjustment demanded by the Insurer under'Policy or any Other Insurance Policy within twenty (20) business days after such demand.

H. "Deposit Premium" means the amount that the Member Insured may be required to pay to the Insurer under this Policy, as detailed in to Section VI of this Policy, as security for future Retrospective Premium Adjustments.

Primary - October 1, 2009 27 2009.01.26.16.53.48 P09-075

I. "Flood" means a general and temporary overflowing of water on normally dry land areas caused by or resulting fiom hurricane, tornado, or windstorm; surface water, waves, tidal water, or tidal wave, overflow of streams or other bodies of water, or spray from any of the foregoing, all whether driven by wind or not; water which backs up through sewers or drains; water below the surface of the ground including that which exerts pressure on or flows, seeps or leaks through sidewalks, driveways, foundations, walls, basements or other floors, or through doors, windows or other openings in such sidewalks, driveways, foundations, walls, basements or other floors, or release of water impounded by a darn.

J. "Insured Property" means the property specified as such in Item 7 of the Declarations and situated at a location specified therein.

K. "Loss" means the costs or expenses covered under Sections I.A, I.D. and I.E.

L. "Loss Control Standards" means the set of procedures and technical requiremients adopted by the Insurer that are intended to minimize the risk of loss at Insured Sites.

M. "Member Insureds of the Insurer" means the Member Insureds under this Policy or the Other Insurance Policies.

N. "Operator" means those persons, entities, departments, agencies, or political subdivisions, if any, other than the Member Insured, responsible for operating a Unit covered by the Policy.

0. "Other Insurance Policy" means any Primary Property and Decontamination Liability Insurance Policy or Operating Facility Policy, other than this Policy, issued by the Insurer or any Primary Property and Decontamination Insurance Policy issued by Overseas NEIL Limited.

P. "Other Member Insurance Policy" means any insurance policy, other than this Policy, issued by the Insurer to one or more Member Insureds of the Insurer.

Q. "Premium Adjustment" refer to adjustments that may be made under Section V.1 of the Policy, as a result of a non-compliance with a SHALL Requirement contained in the Company's Loss Control Standards, the amount of which shall be determined in accordance with the Company's Procedures and Schedules for the Rating of Nuclear Generating Stations and set forth in a Notification Letter to the Insured.

R. "Property Damage" means direct physical damage to or destruction of the Insured Property.

S. "Rating Procedures and Schedules" means the Procedures and Schedules for the Rating of Nuclear Generating Stations manual utilized by the Insurer to establish premiums during the underwriting process, as may be revised with the approval of the Board.

Primary - October 1, 2009 28 2009.01.26.16.53.48 P09-075

T. "Replacement Cost" means the cost incurred for the repair or replacement of the Insured Property that sustained Accidental Property Damage. For purposes of detennining Actual Cash Value pursuant to Section I hereof, in the event the replacement property is not readily available, then Replacement Cost for such Insured Property shall be the original book value of the damaged component, less any applicable AFUDC, adjusted for inflation using the applicable Handy Whitman Index.

U. "Retrospective Premium Adjustment" means the amount of retrospective premitum adjustment called or demanded of the Member Insured under this Policy as calculated pursuant to Section VI of this Policy, but not, in the aggregate, in excess of the Retrospective Premium Adjustment specified in Item 5..B of the Declarations.

V. "SHALL Requirement" means a standard within the Loss Control Standards that sets forth a minimum requirement to be met and maintained for the Insured Property to be insurable, and is identified as such within the Loss Control Standards.

W. "Unit" means a nuclear operating unit.

Priniary - October 1, 2009 29 2009.01.26.16.53.48 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE Earth Movement Damage Endorsement Member Insured: STP Nuclear Operating Company Site: South Texas Project Endorsement No. 1 Policy Number: P09-075 Effective Date: October 1, 2009 Effective Time of this Endorsement is 12:01 am. Standard Time in Hamilton., Bermuda.

I. Subject to the provisions set forth in this Endorsement and to the provisions and stipulations contained in the Policy, paragraph III.A. I.(m) of the Policy is hereby modified and the Policy is extended to insure against Property Damage caused by earthquake and volcanic eruption and subsidence or sinking of land at the Location specified herein. Except as stated above, paragraph III.A. 1.(m) remains otherwise unchanged.

2. The Insurer shall not be liable for Property Damage caused by any earthquake shocks, volcanic eruptions or subsidence or sinking of land commencing before the effective date and time of this Endorsement, nor for any Property Damage resulting from earthquake, volcanic eruptions or subsidence or sinking of land after the expiration of the policy period stated in the Declarations. In no event shall this Endorsement render Insurer liable for Property Damage caused by (a) flood, surface water, waves, tidal water, or tidal wave, overflow of streams or other bodies of water, or spray from any of the foregoing; or (b) release of water impounded by a' dam; all even though caused by or attributable to earthquake, volcanic eruption or subsidence or sinking of land.

IN WITNESS WHEREOF, the parties, hereto have caused this Endorsement to be executed and attested on their behalf.

INSURER:

Wilmington, Delaware Nuclear Electric Insurance Limited Date: As of October 1, 2009 j-- By:

David B. Ripsom, President Attest:

MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company Date: As of October 1, 2009 By:Atony-nFc Attorney-in-Fact Witness:

uk1 Primary- October 1, 2009 I 2009.01.26.16.53-48 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE Flood Endorsement Member Insured: STP Nuclear Operating Company Site: South Texas Project Endorsement No. 2 Policy Number: P09-075 Effective Date: October 1, 2009 Effective Time of this Endorsement is 12:01 a.m. Standard Time in Hamilton, Bermuda.

Subject to the provisions of this Policy not in conflict,Section III, Exclusions, Part A. 1.(1) and Section VIII, Definition, Part I are deleted.

This policy is extended to insure against Property Damage caused by Flood as defined below.

Flood is defined as a general and temporary overflowing of water onto normally dry land areas caused by or resulting from hurricane, tornado, or windstorm; surface water, waves, tidal water or tidal waves; overflow of streams or other bodies of water, or spray from any of the foregoing, all whether driven by wind or not, and release of water impounded by a dam at the Location specified herein.

The Insurer shall not be liable for Property Damage caused by Flood commencing before the effective date and time of this Endorsement, or after the expiration of the policy.

No coverage is provided by this Endorsement for Property Damage caused by or resulting from earthquake, volcanic eruption, landslide, subsidence or sinking of land or other earth movement.

No coverage is provided by this Policy for Property Damage caused by or resulting from:

a. Water below the surface of the ground including that which exerts pressure on or flows, seeps or leaks through sidewalks, driveways, foundations, walls, basement or other floors, or through doors, windows or other opening in such sidewalks, driveways, foundations, walls, basements or other floors;

b. Water which backs up through sewers or drains; In every other respect, the provisions and stipulations of the Policy remain unchanged.

This Endorsement does not increase the amount of insurance provided under the Policy.

Primary - October 1. 2009 1 2009.05.19. 119.13 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON. DELAWARE IN WITNESS WHEREOF, the parties hereto have caused this Endorsement to be executed and attested on their behalf.

INSURER:

Wilmington, Delaware Nuclear Electric Insurance Limited Date: As of October 1, 2009,.-- By:

David B. Ripsom, President Attest: , .

MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company Date: As of October 1, 2009 By:

Attorney-in-Fact Witness: LJ Prinary - October 1, 2009 2 2009.05.19.11.19.13 P09-075

NUOCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE Fire Damage Exclusion Endorsement Member Insured: STP Nuclear Operating Company Site: South Texas Project Endorsement No. 3 Policy Number: P09-075 Effective Date: October 1, 2009 Effective Time of this Endorsement is 12:01 a.m. Standard Time in Hamilton. Bermuda.

I. This Endorsement shall be applicable to the following property:

a) All Combustible Trailers / Sheds b) Old Guard Shack c) Abandoned Barn d) Construction QC Building e) Construction Fabrication Shop f) Core Sample Building g) Met Tower 1i) Micro Wave Tower i) Unit Two side of the Essential Service Water Pump House (offices and shops of combustible construction) j) Oil Storage Building k) Solvent Building

1) Hazardous Waste Building in) Maintenance Paint Building

2. It is hereby agreed and understood that this Policy does not insure against Property Damage to the property described in Paragraph 1, or the contents thereof, caused directly or indirectly by fire, or fire following lightning or explosion, or by any separate and independent Accident which ensues therefrom.

This Endorsement does not increase the amount of insurance provided under this Policy.

Primary - October 1, 2009 I 2009.01.26.16.53.48 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE IN WITNESS WHEREOF, the parties hereto have caused this Endorsement to be executed and attested on their behalf.

INSURER:

Wilmington, Delaware Nuclear Electric Insurance Limited Date: As of October 1, 2009 . . -" By: I" f6ý_~ _R4ý&yAA David.B. Ripsom, President Attest: -__ .._-___

MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company Date: As of October 1, 2009 By: A o ei* F Attorney-in'-Fact Witness:

Primary- October 1, 2009 2 2009.01.26.16.53.48 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE Business Interruption and/or Extra Expense Endorsement Member Insured: STP Nuclear Operating Company Site: South Texas Project Endorsement No. 4 Policy Number: P09-075 Effective Date: October 1, 2009 Effective Time of this Endorsement is 12:01 a.m. StandardTime in Hamilton. Bermuda.

In consideration of the mutual terms, covenants and conditions contained herein and in reliance on the representations and warranties set forth herein, the parties hereto do hereby agree as follows:

PARAGRAPH I, DEFINITIONS The following definitions are added for purposes of this Endorsement.

"Cessation Outage" means an Outage which results from Accidental Property Damage which causes the Unit to cease generating electric power.

"Deductible Period" means seventeen (17) weeks.

"Delay Outage" means an Outage which occurs while the Unit is not generating electric power which results from Accidental Property Damage which prevents the Unit from resuming the generation of electric power other than for testing purposes.

"Other Member Insurance Policy" means any insurance policy, other than this Policy, issued by the Insurer to one or more Member Insureds of the Insurer.

\

"Outage" means either a Cessation Outage or a Delay Outage.

"Partial Outage" means a reduction in output of the Unit's generation of electricity or a delay in the Unit reaching full power generation.

"Proximate Cause" means the direct, efficient and dominant physical cause of the Accidental Property Damage.

"Weekly Indemnity" means $3,500,000.

PARAGRAPH II, BUSINESS INTERRUPTION AND/OR EXTRA EXPENSE COVERAGE

1. (a) The Insurer, in consideration of the Premium and the Retrospective Premium Adjustment, and subject to the provisions and stipulations herein, agrees to pay the Insureds, after the expiration of the Deductible Period, the amounts hereinafter specified in the event of an Outage at a Unit specified in the Declarations resulting from Accidental Property Damage Primary - October 1, 2009 I 2009-01.26.16.53.48 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE occurring at the Unit or Accidental Property Damage occurring while Insured Property is in transit to or from the Unit caused by radioactive contamination and all other risks of Accidental Property Damage, except as hereinafter provided. The Insurer's liability with respect to an Outage shall be determined based on this Business Interruption and/or Extra Expense Insurance Policy Endorsement in effect on the date of the Accidental Property Damagewhich results in such Outage. Notwithstanding the foregoing, the Insurer shall not be liable under this Paragraph II with respect to any Outage unless the Accidental Property Damage is the direct, efficient and dominant physical cause of the Outage.

(b) For purposes of this Policy, a Cessation Outage shall be deemed to comnmence at midnight of the day the Unit ceases generating electric power. A Delay Outage shall be deemed to colmmence at midnight of the first day on which tie Unit could have resumed the generation of electric power but for such Accidental Property Damage, An Outage shall be deemed to end at midnight of the day on which with the exercise of due diligence and dispatch by the Member Insured the Unit could resume generating electric power other than for testing purposes. It shallh be the obligation of the Member Insured to ensure the exercise of due diligence and dispatch by the Operator and the failure of the Operator to exercise such due diligence and dispatch shall be deemed a breach of this obligation on the part of the Member Insured.

(c) Any delay in the Unit's resumption of the generation of electric power other than for testing purposes which results from Accidental Property Damage occurring during an Outage shall constitute a separate Outage and shall be subject to a separate Deductible Period; provided, however, that any such delay which occurs during an Outage and which results from Accidental Property Damage occurring while Insured Property is in transit to or from the Unit shall not constitute a separate Outage if the property damaged or destroyed was needed to repair or replace other property, the damage to or destruction of which caused the existing Outage.

2. For an Outage of a Unit covered hereunder, after expiration of the Deductible Period, the Insurer shall pay to the Insureds or their designated payee for each week of the Outage following such Deductible Period 100 percent of the Weekly Indemnity for such Unit each week for six weeks.

3. (a) In the event of an Outage of more than one Unit by reason of the same Accident, the maximum Weekly Indemnity per unit shall be limited as follows:

Number of Units Simultaneously Out of Service Per Unit Indennity 1 100% of single unit recovery 2 80% of single unit recovery 3 60% of single unit recovery 4 50% of single unit recovery (b) Upon start-up of an affected Unit, the limitations on Weekly Indenmity payments, if still applicable, will apply only to those remaining affected Units.

Primary - October 1, 2009 2 2009.01.26.16.53.48 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE

4. (a) The Insurer's obligation to pay the Weekly Indenmity shall terminate when the Outage has ended. Payments for partial weeks of an Outage shall be prorated. In no event shall the Insurer be liable under this Endorsement for more than six weeks of Weekly Indeniity payments for any Outage.

(b) The Weekly Indelmnity payable under this Paragraph II is the Insureds' sole compensation under this Endorsement in the event of a covered Outage. The Insurer shall have no liability under this Endorsement for any other loss incurred by the Insureds in connection with an Outage, including without limitation, any expediting expenses or other charges incurred by the Insureds.

PARAGRAPH III, BUSINESS INTERRUPTION AND/OR EXTRA EXPENSE EXCLUSIONS I. This Endorsement does not cover any Outage resulting from:

(a) gradual accumulation of radioactive contamination; (b) radioactive contamination at the Insured Property specified in the Declarations resulting from matter released from any source outside the premises of the Insured Property, but this exclusion shall not apply to radioactive contamination resulting from matter released from any source while such source is in transit to or from the Insured Property specified in the Declarations; (c) any fraudulent, dishonest, or criminal act done by or at the instigation of any Insured, any Operator, a partner or joint venturer in or of any Insured or Operator, or an officer, director or trustee of any Insured or Operator; (d) Order of Civil Authority, except acts of destruction at the time of and for the purpose of preventing the spread of fire, provided that such fire did not originate from "War Risk" as herein excluded; (e) any governmental act, decree, order, regulation, statute or law prohibiting or preventing, directly or indirectly, the commencement, recommencement or continuation of any operations at the Unit specified in the Declarations; (f) any local, state or federal ordinance or law regulating construction or repair of buildings or structures, or suspension, lapse or cancellation of any lease or license, contract or order, or interference at the Unit specified in the Declarations by strikers or other persons with respect to rebuilding, repairing or replacing the Insured Property or with the resumption or continuation of business; (g) any form of gradual, ordinary or natural deterioration or wear and tear, including but not limited to Primary - October 1, 2009 2009.01.26.16.53.48 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE (i) depletion, depreciation, and deterioration, including that of fuel element cladding; (ii) embrittlement of any kind, including but not limited to hydrogen emnbrittlement and neutron embrittlement; (iii) fatigue of any kind, including but not limited to thermal fatigue and high-cycle fatigue; (iv) rust, erosion, or corrosion of any kind, including but not limited to stress corrosion cracking, unless caused directly by an independent and separate Accident not otherwise excluded, but then only for the Outage caused by such Accident; (v) pitting, cracking, bulging, blistering, fretting, denting, deformation or distortion of the Insured Property which accompanies or is directly associated with the kinds of Property Damage specified in subparagraphs (ii) through (iv) above; (vi) shrinking, bulging, expansion, cracking, shifting, rising, settling, sinking, and lateral or other movement of pavements, foundations, walls, floors, ceiling or roofs; (h) dampness, dryness, or extremes or changes of temperature of the atmosphere, including but not limited to rust, corrosion or erosion or other resulting Property Damage, unless caused directly by an independent and separate Accident not otherwise excluded, but then only for the Outage caused by such Accident; or (i) with respect to Outages resulting from Property Damage occurring while the Insured Property is in transit to or from the Unit, neglect of the Insured to use all reasonable means to save and preserve the Insured Property at and after an Accident or when the Insured Property is in danger of physical damage.

2. With respect to Exclusions (g) and (h) inclusive, the Insurer shall be liable for any Outage resulting from an independent and separate ensuing Accident not otherwise excluded, but then only for the Outage caused by the ensuing Accident.

3. This Endorsement does not cover Partial Outages.

4. The War Risk Exclusion in the Policy shall apply to the Business Interruption and/or Extra Expense Insurance covered by this Endorsement.

Primary - October 1, 2009 4 '2009.01.26.16.53.48 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE PARAGRAPH IV, ADDITIONAL CONDITIONS With respect to coverage under this Endorsement for Outages resulting from Accidental Property Damage occurring while the Insured Property is in transit, the following conditions will apply:

1. For purposes of this Endorsement, Insured Property will be deemed to be "in transit" from the time of leaving the premises of the shipper and thereafter continuously, in the ordinary course of transportation, until the same is delivered to premises at its destination, but only with respect to shipments between points and places within any of the states of the United States and the District of Columbia, Canada and Mexico. Import shipments are covered within the foregoing territorial limits but not prior to the time the shipment is discharged from the import vessel or other mode of import transport within such territorial limits.

2. It is a condition of this Endorsement that the Insured Property will be packed and shipped in accordance with all applicable laws or regulations having the force of law.

3. This Endorsement shall in no way inure directly or indirectly to the benefit of any shipper or other bailee of the Insured Property.

4. In addition to any obligations of the Insureds pursuant to this Endorsement to give notice to the Insurer in case of an Accident, the Insureds shall, as soon as practicable, report to the Insurer or its agent every Accident in transit resulting in Property Damage which may become a claim under this Endorsement.

PARAGRAPH V, AMOUNT OF INSURANCE The Weekly Indemnity provided by this Endorsement is in addition to the Amount of Insurance stated in Item 6 of the Declarations of the Policy.

PARAGRAPH VI, LOSS PAYEE CLAUSE Amounts for an Outage covered under this Endorsement shall be adjusted with the Member Insureds and payable to:

STP Nuclear Operating Company The Member Insureds may, by written notice to the Insurer, designate other payees.

Primary - October 1, 2009 5 2009.01.26.16,53.48 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE IN WITNESS WHEREOF, the parties hereto have caused this Endorsement to be executed and attested on their behalf.

INSURER:-

Wilnington, Delaware Nuclear Electric Insurance Limited Date: As of October 1, 2009 .

--. By:

David B. Ripsom, President Attest:

MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company Date: As of October 1, 2009 By: I 4 A Attorney-in-Fact Witness: 1U2 L Primiary- October 1, 2009 6 2009.01.26.16.53.48 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE Terms & Conditions Endorsement Member Insured: STP Nuclear Operating Company Site: South Texas Project Endorsement No. 5-Policy Number: P09-075 Effective Date: October 1, 2009 Effective Time of this Endorsement is 12:01 am. Standard Time in Hamilton, Bermuda.

In consideration of the payment of premium in the amount of $58,095, this endorsement documents that the Insurer has obtained insurance coverage for the Insured's Retrospective Premium obligation set forth in Item 5.B of the Declarations of the Policy. This insurance satisfies the requirements of Section VI (Retrospective Premiums), to provide assurance to the Insurer with respect to the Insured's ability to satisfy its Retrospective Premium obligation from April 1, 2009 to January 1, 2010.

The Retrospective Premium insurance is afforded under Section B of the Insurer's ceded reinsurance treaty, and coverage is provided in accordance with the Section B provisions of the treaty as stated below:

Section B - Retrospective Premium Assessment This Contractshallpay up to $200,000,000 Ultimnate Net Loss but onlv in the event that coverage offered by the NEIL II Policy has attached at least once duringany annual period (within the periodper the Term Article) beginning Januaty I and ending December 31, on an incurred basis aifterJanuaty 1, 2009 and retrospectivepremiums are assessedby the Board of Directorsof NEIL. The Board of Directorsof NEIL shall have a period of up to twenty-four (24) months to determine whether retrospective premiums shall be assessedfollowing the annualperiodin question. Retrospective premium assessments are callable only on the loss experience of the NEIL Primary,NEIL I and NEIL H Policies, and such assessments associatedwith each of these Policies are covered hereunder.

This Endorsement does not increase the amount of insurance provided under this Policy.

Primary - October 1, 2009 I 2009.01.26.16.53.48 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE IN WITNESS WHEREOF, the parties hereto have caused this Endorsement to be executed and attested on their behalf.

INSURER:

Wilmington, Delaware Nuclear Electric Insurance Limited Date: As of October 1, 20Q9.-- By: D David B. Ripsom, President Attest:

MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company Date: As of October 1, 2009 By:

Attorney-in-Fact Witness: _ ,2 Primary- October 1, 2009 2 2009.01.26.16.53.48 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE Notice of Cancellation Endorsement Member Insured: STP.Nuclear Operating Company Site: South Texas Project Endorsement No. 6 Policy Number: P09-075 Effective Date: October 1, 2009 Effective Time of this Endorsement is 12:01 am. Standard Time in Hamilton, Bermuda.

It is hereby agreed and understood that in the event of cancellation of or material change in the Policy pursuant to subsection V.1 or V.U. of the Policy, the Insurer shall send a copy of the written notice referred to therein to:

a. Bechtel Energy Corporation, Attention: C.E. Feltman, P.O. Box 2166, Houston, Texas 77252-2166

b. Ebasco Constructors, Inc., Attention: L.D. George, P.O. Box 349, Wadsworth, Texas 77483 Except with respect to the provisions of Paragraphs V.1.5, V.1.6, and V.U.4, the cancellation or change shall not be effective with respect to the above recipient until thirty (30) days after receipt of the written notice.

This Endorsement does not increase the amount of insurance provided under this Policy.

IN WITNESS WHEREOF, the parties hereto have caused this Endorsement-to be executed and attested on their behalf.

INSURER:

Wilmington, Delaware Nuclear Electric Insurance Limited Date: As of October !,.2009 By:t David B. Ripsom, President Attest. -

MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company Date: As of October 1, 2009 By:

Attorney-in-Fact Witness:

Primary - October 1, 2009 2009.01.26.16.53.48 P09-075

F NUCLEAR ELECTRIC INSURANCE LIMITED POLICYHOLDER DISCLOSURE NUCLEAR POLICY RENEWALS NOTICE OF TERRORISM INSURANCE COVERAGE EFFECTIVE DECEMBER 26. 2007 Coverage for acts of terrorism is already included in your current policy. However, under NEIL's Payment for Acts of Terrorism endorsement, your recovery for losses stemming from an act of terrorism could be limited by the terms of the endorsement. However, in accordance with the Terrorism Risk Insurance Program Reauthorization Act of 2007, which took effect December 26, 2007, (TRIPRA), NEIL's Payment for Acts of Terrorism endorsement would not cap the damages for any "certified" acts of terrorism under TRIPRA.

You are hereby notified that under TRIPRA, the definition of act of terrorism has changed. As defined in Section 102(1), the term "act of terrorism" means any act that is certified by the Secretary of the Treasury - in concurrence with other specified federal officials - to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion.

Under your coverage, any losses resulting from certified acts of terrorism may be partially reimbursed by the United States Government under a formula established in TRIPRA. Your policy may contain other exclusions which might affect your coverage. Under the formula, the United States Government generally reimburses 85% of covered terrorism losses exceeding the statutorily established deductible paid by the insurance company providing the coverage.

TRIPRA, contains a $100 billion cap that limits U.S. Government reimbursement as well as insurers' liability for losses resulting from certified acts of terrorism when the amount of such losses exceeds $100 billion in any one calendar year. If the aggregate insured losses for all insurers exceed $100 billion, any insurer that has met its deductible will not be liable to pay for any losses in excess of the $100 billion sustained by its insureds. Thus, if the $100 billion cap is reached, your coverage may be reduced.

NEIL is neither increasing, nor attributing any portion of, the annual premium for terrorism coverage, but a surcharge might be added to the premium if, after4i certified act of tenrorism, the federal Department of Treasury requires a recoupment of &frtain amounts paid by the federal government in accordance with the terms of TRIPRA.

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE Payments for Acts of Terrorism Endorsement Member Insured: STP Nuclear Operating Company Site: South Texas Project Endorsement No. 7 Policy Number: P09-075 Effective Date: October 1, 2009 Effective Time of this Endorsement is 12:01 a.m. Standard Time hi Hamilton, Bermuda.

It is hereby understood and agreed that this Policy is hereby amended as follows:

1. The following Section is hereby added to the Policy:

PAYMENTS FOR ACTS OF TERRORISM In the event that one or more Acts of Terrorism cause Accidental Property Damage under this Policy and under one or more Nuclear Insurance Policies within twelve months from the date the first Accidental Property Damage occurs:

1. Resources Available The Insureds' maximum recovery for all such Losses under this Policy and all Nuclear Insurance Policies shall be an aggregate of:

(a) $3.24 billion (U.S. dollars) plus; (b) such additional amounts as the Insurer recovers for such Losses from reinsurance, indemnity, and any other source, applicable to such Losses.

2. Allocation of Resources (a) The amount determined under paragraph 1 above shall first be used to pay for all such Losses payable under all applicable Primary Property and Decontamination Liability Insurance Policies (excluding any Losses payable under all Business Interruption and/or Extra Expense Insurance Policy Endorsements), Primary Property and Decontamination Insurance Policies (excluding any Losses payable under all Business Interruption and/or Extra Expense Insurance Policy Endorsements), Operating Facility Policies, Decontamination Liability, Decommissioning Liability and Excess Property Insurance Policies, Decontamination, Decommissioning Primary- October 1, 2009 1 2009.01.26.16.53.48 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE and Excess Property Insurance Policies, Blanket Excess Decontamination Liability, Decommlissioning Liability and Excess Property Insurance Policies, and Blanket Excess Decontamination, Decommissioning and Excess Property Insurance Policies (collectively "Property Losses').

(b) If such Property Losses for all Insureds exceed the amount determined under paragraph I above, the Insured's maximum recovery shall be the amount determined under paragraph 1 above times a fraction, the numerator of which is the Insured's recovery for the Property Losses resulting from Accidental Property Damage, but for this Section, and the denominator of which is the sum of all Insureds' recovery for Property Losses resulting from Accidental Property Damage under all applicable Nuclear Insurance Policies, including this Policy, but for this Section.

(c) Notwithstanding paragraph I and subparagraph 2(b) above, if the payments made pursuant to subparagraph 2(b) exhaust the amount determined under paragraph 1, without paying for all the Insured's Property Losses, the Insured shall recover such additional amounts that the Insurer recovers from reinsurance, indemnity, or other source, for the Insured's Property Losses.

3. Declarations Page Nothing herein shall be construed to entitle the Insured to recover more than the amount of the Policy Limits stated in Item 6 of the Declarations.

4. Relevant Period The twelve-month period specified above shall commence on the date of the first Accidental Property Damage caused by an Act of Terrorism. The first Accidental Property Damage caused by an Act of Terrorism that occurs after this or any other twelve-month period shall trigger a new twelve-month period.

5. Definitions For the purposes of this Section only:

(a) "Act of Terrorism" means any act by a person, group, or organization that appears to be intended to: (i) intimidate or coerce a civilian population, or (ii) disrupt any segment of the, economy in the country where the insured plant is located; or (iii) influence the policy of a government by intimidation or coercion; or (iv) affect the conduct of a government by mass destruction; provided, however, that anl Act of Terrorism for purposes of this Policy shall not include any act excluded by the War Risk Exclusion.

Primary - October 1, 2009 2 2009.01.26.16.53.48 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON. DELAWARE (b) "Nuclear Insurance Policy" means any Primary Property and Decontamination Liability Insurance Policy, or Primary Property and Decontamination Insurance Policy, or Operating Facility Policy, or any Decontamination Liability, Decommissioning Liability and Excess Property Insurance Policy, or Decontamination, Decommissioning and Excess Property Insurance Policy or any Blanket Excess Decontamination Liability, Decommissioning Liability And Excess Property Insurance Policy, or Blanket Excess Decontamination, Decommissioning And Excess Property Insurance Policy, other than this Policy, issued by the Insurer or by Overseas NEIL Limited.

6. Authorized Changes to this Section The Insurer's Board of Directors will have the authority to alter or replace the definition of the term "Act of Terrorism'? and any other provision of this Section in order to facilitate the availability of resources that may be made available by the Government in the country where the insured plant is located.

IN WITNESS WHEREOF, the parties hereto have caused this Endorsement to be executed and attested on their behalf.

INSURER:

Wilmington, Delaware Nuclear Electric Insurance Limited Date: As of October 1, 2009 By: f David B. Ripsom0 President Attest:

MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company Date: As of October 1, 2009 Attorney-in-Fact Witness:k Primary - October 1, 2009 2009.01.26.16.53.48 P09-075

NUCLEAR ELECTRIC IfNSURANCE LIMITED WILMINGTON, DELAWARE SHALL Recommendation Policy Adjustment Endorsement Member Insured: STP Nuclear Operating Company Site: South Texas Project Endorsement No. 8 Policy Number: P09-075. Effective Date: October 1, 2009 Effective Time of this Endorsement is 12:01 a.m. Standard Time in Hamilton, Bermuda.

In consideration of the additional premium being charged, it is hereby understood and agreed that the following Policy Adjustments are applied in accordance with section V.I.:

Recommendation Annual Premium Deductible Pro Rata Premium Number Adjustment Adjustment Adjustment BM09-01 $40,000 $7,500,000 $40,000 In the event of Accidental Property Damage to the Unit 1 Turbine-Generator due to failure or improper operation of the #13A/B Feedwater Heater Level Controls or Switches, and to any Accidental Property Damage directly resulting therefrom, the above Deductible Adjustment will apply for purposes of section V.F.

This Endorsement does not increase the amount of insurance provided under this Policy.

All other terms and conditions remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Endorsement to be executed and attested on their behalf.

INSURER:

-Wilmington, Delaware Nuclear Electric Insurance Limited Date: As of October 1,200f) By: " 0 -

David B. Ripsom, President Attest: .'j*

MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company Date: As of October 1, 2009 By:

Attorney-in-Fact Witnes s:___________________

Primary- October 1, 2009 I 2009,01.26.16.53.48 P09-075

N-UCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE SHALL Recommendation Policy Adjustment Endorsement Member Insured: STP Nuclear Operating Company Site: South Texas Project Endorsement No. 9 Policy Number: P09-075 Effective Date: October 1, 2009 Effective Time of this Endorsement is 12:01 a.m. Standard Time in Hamilton, Bermuda.

In consideration of the additional premium being charged, it is hereby understood and agreed that the following Policy Adjustments are applied in accordance with section V.I.:

Recommendation Annual Premium Deductible Pro Rata Premium Number Adjustment Adjustment Adjustment BM09-02 $40,000 $7,500,000 $40,000 In the event of Accidental Property Damage to the Unit 2 Turbine-Generator due to failure or improper operation of the #23A/B Feedwater Heater Level Controls or Switches, and to any Accidental Property Damage directly resulting therefrom, the above Deductible Adjustment will apply for purposes of section V.F.

This Endorsement does not increase the amount of insurance provided under this Policy.

All other terms and conditions remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Endorsement to be executed and attested on their behalf.

INSURER:

Wilmington, Delaware Nuclear Electric Insurance Limited Date: As of October 1, 2009 - By:

David B. Ripsoin, President Attest:

y MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company Date: As of October 1, 2009 By:

Attorney-in-Fact Witness -

Primary- October 1, 2009 I 2009.01.26.16.53.48 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON. DELAWARE Endorsement Cancellation Endorsement Member Insured: STP Nuclear Operating Company Site: South Texas Project Endorsement No. 10 Policy Number: P09-075 Effective Date: December 16, 2009 Effective Time of this Endorsement is 12:01 a.m. Standard Time in Hamilton. Bermuda..

It is hereby agreed and understood that Endorsement No. 8 of this Policy is CANCELED.

In consideration of a return premium of $(3 1,672), Items No. 4 and No. 5B in the Declarations are hereby amended to read as follows:

Item 4. Annual Premium: $1,791,500 Item 5.

B. Retrospective Premium Adjustment: $17,915,000 IN WITNESS WHEREOF, the parties hereto have caused this Endorsement to be executed and attested on their behalf.

INSURER:

Wihnington, Delaware Nuclear Electric Insurance Limited 46A By: 4*6& ý,

Date: I David B. Ripsom. President Attest: ...... _-_"

MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company Date: 0 co By: Ar act Attorney-in-Fact Witnes's'A ý C.A(k'L .

Primary - December 16, 2009 I 2009.01.-26.16.53-48 P09-075

NUCLEAR ELECTRIC INSURANCE LIMITED - Primary Rating Calculation Sheet Member Insured: STP Nuclear Operating Company Site: South Texas Project Policy Number: P09-075 Amount of Insurance: $500,000,000 2009 Renewal Base Plant Operations Credit: 20.0000%

Effective Date: October 1, 2009 Deductible: $2,500,000 No. of Units Expiration Date: October 1, 2010 T/G Deductible: $2,500,000 2 Annual Premium: $1,831,500 Premium by Unit:

Retro Premium Adjustment: $18,315,000 Largest Unit 915,750 Second Unit 915,750 Previous Annual Premium: Total: 1,831,500 Additional Annual Premium: 1,831,500 Pro-rata Factor: 1.0000 I Primary Premium Due: $1,831,500]

Property Rating Unit Nuclear MWT for Unit Status MWE MWT Loading Weiqhtin~q Largest Unit Unit 1 OP 1,250 3,853 0.0250 3,853 Second Unit Unit 2 OP 1,250 3,853 0.0250 3,853 Weighted Nuclear Rate: 0.0250 Effective Plant Ops Credit: 30.000% (0.0075)

Nuclear Rate after Plant Ops Credit: 0.0175 Fire Rate: 0.0147 Windstorm Rate: 0.0364 Flood Rate: 0.0013 Earthquake Rate: 0.0074 Gross Property Rate: 0.0773 Deductible Credit: 13.50% (0.0104)

Property Base Rate: 0.0669 Coinsurance Factor: 2.7748 x 2.7748 Property Rate: 0.1855 Boiler & Machinery Ratine Date of LC Report: 19-Mar-09 T/G Deductible Credit: 13.50%

Max B&M Penalty Points: 5,010 Coinsurance Factor: 2.7748.

Max B&M Credit Points: 5,315 Initial B&M B&M Gross Deductible Rate after Net Unit B&M Rate Penalty Pts Credit Pts B&M Rate Credit Factor Deductible' B&M Rate Largest Unit Unit 1 0.0683 100 3,815 0.0567 13.50% 0.0490 0.1361 Second Unit Unit 2 0.0683 100 3,815 0.0567 13.50% 0.0490 0.0490 Total B&M Rate: 0.1851 P09-075 Page 1 of 8 2009.01.26.16.53.48

Member Insured: STP Nuclear Operating Company Site: South Texas Project Combined Rating Property Rate + B&M Rate: 0.3707 Program Modifier: 5.50% (0.0204)

Rate after Modifier: 0.3503 Property Covered: 0 Site Loss Experience: 0.00% 0.0000 Contain Premium: 0 Final Primary Rate: 0.3503 COINSURANCE FACTOR MWtx Date of Comm. Ops MWt Table Value Table Value Largest Unit 1988 3,853 342,778 1,320,723,634 Second Unit 1989 3,853 228,519 880,483,707 II. a) Fuel (10,500 times MWt of operating units) 80,913,000 b) Material, Supplies, Spares, etc. 124,274,000 c) Switchyard and High Voltage Substation 17,816,000 d) Cooling Towers/Lake 197,657,000 e) Other 0 f) Combustion turbines Mwe Rate 216 0 Ill. Reduction for Aging IV. Reduction for ACV cover 3%/Year (maximum of 20%) 3%/Year (maximum of 40%)

Largest Unit 20% (264,144,727) 40% 0 Second Unit 20% (176,096,741) 40% 0 Total Value for Coinsurance: $2,181,625,873 Coinsurance Percentage: 22.9 COINSURANCE FACTOR: 2.7748 WINDSTORM Matagorda County, TX HWR WR SWR Gross E. C. Rate 0.0830 0.0920 0.2130 Windstorm (50% of Gross EC Rate) 0.0415 0.0460 0.1065 SITE LOSS EXPERIENCE FACTOR Amount Factor Severity: $0 0.00%

Frequency: 0 0.00%

Site Loss Experience Factor: 0.00%

P09-075 Page 2 of 8 2009.01.26.16.53.48

Member Insured: STP Nuclear Operating Company Site: South Texas Project Property Shall Recommendation Penalties Shall Rec. Base Action Number of Deductible Penalty Number Score Level Units Impacted Amount Amount B&M Shall Recommendation Penalties Shall Rec. Base Action Number of Deductible Penalty Number Score Level Units Impacted Amount Amount BM09-01 7 2 1 $7,500,000 $40,000 BM09-02 7 2 1 $7,500,000 $40,000 Total Shall Rec. Penalty Amount: $80,000 P09-075 Page 3 of 8 2009.01.26.16.53.48

Member Insured: STP Nuclear Operating Company Site: South Texas Project Fire and Wind Rating Delineated Area Name REACTOR Area Value: 40 Base Rate: 0.0400 Construction: HWR Penalties and Credits Superior Construction of Schedule Rated Buildings (B earing -_Waa -1s) Vaalue _0.00_o70)_

(----------------------------------------------------

Superior Construction of Schedule Rated Buildings (Non

_Bea- _W alls) Value .......................................... (0ý0100).

Superior Construction of Schedule Rated Buildings

_(Princapl _Supporting Members) Value (0.0030)

C able a re a s -. --------------------------------------------- ........ ........ ....... (0.00_1 _0)_

RCP s ......................................... 94-08-RX 0.0010 Area Subtotals Occupancy Loading: 0.0100 Delineated Area Fire Rate: 0.0300 Area Fire Rate x Area Value: 1.2000 Area Wind Rate: 0.0415 Area Wind Rate x Area Value: 1.6600 Delineated Area Name TURBINE Area Value: 25 Base Rate: 0.0400 Construction: WR Penalties and Credits Open Turbine Deck Credit -t (0.00

_ 50)

Lube Oil Reservor 94-05-T 0.0016 Turbine bearings 94-09-T 0.0016 BOP Diesels 94-12-T 0.0016 Area Subtotals Occupancy Loading: 0.0300 Delineated Area Fire Rate: 0.0698 Area Fire Rate x Area Value: 1.7450 Area Wind Rate: 0.0460 Area Wind Rate x Area Value: 1.1500 Delineated Area Name EAB / CONTROL BUILDING Area Value: 15 Base Rate: 0.0400 Construction: HWR Penalties and Credits Superior Construction of Schedule Rated Buildings

(_Bearing_ Walls) Value (0.0070)

Buildings (Non Superior Construction of Schedule Rated Bea ring- yalls)YValue (0.0100)

Superior Construction of Schedule Rated Buildings (PrincipalSupporing Mem bers)_Value --------------------------------------------------- (0.0030)

_S-witc-hgegar .......... 94-10-EAB 0.0027 Area Subtotals Occupancy Loading: 0.0100 Delineated Area Fire Rate: 0.0327 Area Fire Rate x Area Value: 0.4905 Area Wind Rate: 0.0415 Area Wind Rate x Area Value: 0.6225 P09-075 Page 4 of 8 2009.01.26.16.53.48

Member Insured: STP Nuclear Operating Company Site: South Texas Project Delineated Area Name MECH. AUXILIARY BUILDING Area Value: 15 Base Rate: 0.0400 Construction: HWR Penalties and Credits Superior Construction of Schedule Rated Buildings (Bearing Walls) Value . (0.0070)

Superior Construction of Schedule Rated Buildings

_(Principal Supporting _Mem_m bebrs_)_ V -alI-u-e- (0.0030)

Fxd_ Auto Detection (0.0040)_

Other hazards 01-04-GP_(8_,9) 0.0040 Area Subtotals Occupancy Loading: 0.0100 Delineated Area Fire Rate: 0.0400 Area Fire Rate x Area Value: 0.6000 Area Wind Rate: 0.0415 Area Wind Rate x Area Value: 0.6225 Delineated Area Name CENTRAL WAREHOUSE 32 (High Value Warehouse)

Area Value: 10 Base Rate: 0.0400 Construction: HWR Penalties and Credits Superior Construction of Schedule Rated Buildings V1 (Bearing _W s) Value (0.0070)

Superior Construction of Schedule Rated Buildings (Non ------------)

Bearing-Walls) VIalue Superior Construction of Schedule Rated Buildings

_(Principal_Supporting Memb ers)Value -------- (0.00930)_

Fxd Auto Detection (0.0040)_

Area Subtotals Occupancy Loading: 0.0200 Delineated Area Fire Rate: 0.0360 Area Fire Rate x Area Value: 0.3600 Area Wind Rate: 0.0415 Area Wind Rate x Area Value: 0.4150 Delineated Area Name DIESEL GENERATOR Area Value: 10 Base Rate: 0.0400 Construction: HWR Penalties and Credits Superior Construction of Schedule Rated Buildings

_LPeangWals)_ Value __(0.00.70)_

Superior Construction of Schedule Rated Buildings (Non Bearing Walls) Value (0.0100)

Superior Construction of Schedule Rated Buildings

_(Principal__Suppprting Members)_Value ................................................... 10030)

Fxd Auto Detection (0.0040)

Area Subtotals Occupancy Loading: 0.0150 Delineated Area Fire Rate: 0.0310 Area Fire Rate x Area Value: 0.3100 Area Wind Rate: 0.0415 Area Wind Rate x Area Value: 0.4150 P09-075 Page 5 of 8 2009.01.26.16.53.48

Member Insured: STP Nuclear Operating Company Site: South Texas Project Delineated Area Name FUEL HANDLING BUILDING Area Value: 10 Base Rate: 0.0400 Construction: HWR Penalties and Credits Superior Construction of Schedule Rated Buildings S(BearingW alls) Val-ue ..........-- (0..0070)_

Superior Construction of Schedule Rated Buildings (Non

_B earing _Wal!s Yalue -0.0100)

Superior Construction of Schedule Rated Buildings (Principal Supporting Members) Value (0.0030)

Cable Tray

- 94-06-FH 0.0040 Area Subtotals Occupancy Loading: 0.0100 Delineated Area Fire Rate: 0.0340 Area Fire Rate x Area Value: 0.3400 Area Wind Rate: 0.0415 Area Wind Rate x Area Value: 0.4150 Delineated Area Name INTAKE STRUCTURE Area Value: 10 Base Rate: 0.0400 Construction: HWR Penalties and Credits Superior Construction of Schedule Rated Buildings

_(B_arin _W alls)_ Value ................................................ .................... t(0.00Pl .

Superior Construction of Schedule Rated Buildings

_(Principal/Supporting. Members) Value Fxd Auto Detecti6n

.................... .9:0040)ý Area Subtotals Occupancy Loading: 0.0100 Delineated Area Fire Rate: 0.0422 Area Fire Rate x Area Value: 0.4220 Area Wind Rate: 0.0415 Area Wind Rate x Area Value: 0.4150 Delineated Area Name MAIN OFFICE FACILITY Area Value: 5 Base Rate: 0.0400 Construction: HWR Penalties and Credits Superior Construction of Schedule Rated Buildings

_(Bearing Walls) Value .0.... ý0040)

Superior Construction of Schedule Rated Buildings (Principal_Suppporing_Memb~ers) Value - 0.0030)

Area Subtotals Occupancy Loading: 0.0200 Delineated Area Fire Rate: 0.0530 Area Fire Rate x Area Value: 0.2650 Area Wind Rate: 0.0415 Area Wind Rate x Area Value: 0.2075 P09-075 Page 6 of 8 2009.01.26.16.53.48

Member Insured: STP Nuclear Operating Company Site: South Texas Project Delineated Area Name MAINTENANCE FACILITY OFFICE Area Value: 5 Base Rate: 0.0400 Construction: WR Penalties and Credits Superior Construction of Schedule Rated Buildings

_(Bearing Walls) Value (0.0028)

Area Subtotals Occupancy Loading: 0.0200 Delineated Area Fire Rate: 0.0572 Area Fire Rate x Area Value: 0.2860 Area Wind Rate: 0.0460 Area Wind Rate x Area Value: 0.2300 Delineated Area Name MISCELLANEOUS AREAS Area Value: 5 Base Rate: 0.0400 Construction: SWR Penalties and Credits Fxd Auto Detection 03-01-OB 0.0100 Area Subtotals Occupancy Loading: 0.0100 Delineated Area Fire Rate: 0.0600 Area Fire Rate x Area Value: 0.3000 Area Wind Rate: 0.1065 Area Wind Rate x Area Value: 0.5325 Delineated Area Name NUCLEAR SUPPORT CENTER Area Value: 5 Base Rate: 0.0400 Construction: WR Penalties and Credits Superior Construction of Schedule Rated Buildings

__(Bearing Walls) Value (0..

0040 Superior Construction of Schedule Rated Buildings (Non Superior Construction of Schedule Rated Buildings (ePringc- pallSuppringMgmbers) Value (0.0010)

_F xd Auto Detection ----------------------------------------------------------------------- !0.00-40 )_

Area Subtotals Occupancy Loading: 0.0200 Delineated Area Fire Rate: 0.0460 Area Fire Rate x Area Value: 0.2300 Area Wind Rate: 0.0460 Area Wind Rate x Area Value: 0.2300 Delineated Area Name SWITCHYARD Area Value: 5 Base Rate: 0.0500 Construction: WR Penalties and Credits Area Subtotals Occupancy Loading: 0.0000 Delineated Area Fire Rate: 0.0500 Area Fire Rate x Area Value: 0.2500 Area Wind Rate: 0.0460 Area Wind Rate x Area Value: 0.2300 P09-075 Page 7 of 8 2009.01.26.16.53.48

Member Insured: STP Nuclear Operating Company Site: South Texas Project Delineated Area Name TRAINING FACILITY Area Value: 5 Base Rate: 0.0400 Construction: WR Penalties and Credits Superior Construction of Schedule Rated Buildings J(Bearing Wa lls) Value .................................................................... _(00040)_

Superior Construction of Schedule Rated Buildings (PrincipAl_ Supporti ngMembers;)_Value-------------------------------------------- 00-Q919L)

Fxd Auto Detection (0.0080)

Area Subtotals Occupancy Loading: 0.0200 Delineated Area Fire Rate: 0.0470 Area Fire Rate x Area Value: 0.2350 Area Wind Rate: 0.0460 Area Wind Rate x Area Value: 0.2300 Delineated Area Name TRANSFORMERS Area Value: 5 Base Rate: 0.0500 Construction:

Penalties and Credits Area Subtotals Occupancy Loading: 0.0000 Delineated Area Fire Rate: 0.0500 Area Fire Rate x Area Value: 0.2500 Area Wind Rate: #N/A Area Wind Rate x Area Value. #N/A Delineated Area Name PLCS Penalties and Credits Gen. Housekeeping (0.0050)

Water Supply 94-07-FP 0.0010 Sta ndpipe Flow 99-03-APP.26 0.0004 Standpipe & Hose valves 99-03-APP.27 0.0004 Total to add to fire rate (0,0032)

Fire Rate Totals Sum of Fire Rates x Area Values: 7.2835 Sum of Delineated Area Values: 170 Gross Average Fire Rate: 0.0428 PLPS Penalties/Credits: (0.0032)

Net Average Fire Rate: 0.0396 Fire Rate Multiplier: 37%

AVERAGE FIRE RATE: 0.0147 Wind Rate Totals Sum of Wind Rates x Area Values: 7.3750 Sum of Delineated Area Values: 165 Gross Average Wind Rate: 0.0447 Wind Rate Multiplier: 81.5%

AVERAGE WIND RATE: 0.0364 P09-075 Page 8 of 8 2009.01.26.16.53.48

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE DECONTAMINATION LIABILITY, DECOMMISSIONING LIABILITY AND EXCESS PROPERTY INSURANCE POLICY Declarationsattachedto and made a part of Policy No. X09-075 (South Texas Project)

Item 1. Member Insured STP Nuclear Operating Company Member Address P.O. Box 289 Wadsworth, Texas 77483 Interest 100.00%

Item 2. Insurer: Nuclear Electric Insurance Limited Mailing Address: 1201 N. Market Street, Suite 1100, Wilnington, Delaware 19801 Item 3. A. Policy Period:

From October 1, 2009 To October 1, 2010 (Date) (Date)

B. Policy Year:

From October 1, 2009 To October 1, 2010 (Date) (Date)

All dates used to determine the Policy Period, Policy Year, or used as the effective date of any endorsement have as their effective time 12:01 a.m. Standard Time in Hamilton, Bermuda.

Item 4. Annual Premium: $826,632 Item 5. A. Multiple: 10 B. Retrospective Premium Adjustment: $8,266,320 NEIL II - October 1, 2009 2009.01.26.15.06.42 X09-075

Item 6. The Insurer's maximum Limit of Liability resulting from any one accident for expenses incurred for Decontamination, and Decommissioning and for Excess Property Insurance will not exceed:

$1,250,000,000 Item 7. Description and location of property covered (if self insured):

N/A Item 8. The Insurer shall be furnished with copies of all Underlying Insurance Policies and all endorsements thereto within thirty days of the receipt thereof by the Member Insured.

Item 9. Insureds:

NRG South Texas LP: City of San Antonio, Texas, acting through the City Public Service Board of San Anonio: City of Austin, Texas, Ebasco Constructors, Inc., and all of its subcontractors and vendors and their suppliers: Bechtel Energy Corporation, any parent or affiliated companies or entities of Bechtel Energ, Corporation, and all of its subcontractors and vendors and their supplier: Brown & Root, Inc.: and HalliburtonCompany: all as their respective interestsmay appear.

Item 10. Loss Payee Clause A. Expenses covered under the Nuclear Liability Coverage (subsection I.A. I(a)) shall be adjusted with the Member Insured and payable to:

See Attachment 1 The Member Insured may, by written notice to the Insurer, designate other payees.

NEIL II - October 1, 2009 II 2009.01.26.15.06.42 X09-075

B. The expenses covered under the Debris Removal and Decontamination Coverage (subsection 1.1 (b)), the losses covered under the Property Damage Coverage (subsection 1.1(c)), and the losses covered under the Functional Total Loss Coverage (subsection 1.2(a)) shall be adjusted with the Member hIsured and payable to:

See Attachment 1 The Member Insured may, by written notice to the Insurer, designate other payees.

C. Expenses covered under the Decommissioning Liability Coverage (subsection 11. 1) shall be adjusted with the Member Insured and payable to:

See Attachment I The Member Insured may, by written notice to the Insurer, designate other payees.

Item 11. Service of Process to Insured (see Section V.9(e)):

General Counsel STP Nuclear Operating Company c/o Duane Morris LLP 1100 North Market Street, Suite 12)0 Wilnin.gton, DE 19801 NEIL II - October 1, 2009 iii 2009.01.26.15.06.42 X09-075

Attachment I to Policy X09-075 Item 10. Loss Payee Clause A. Expenses covered under the Nuclear Liability Coverage (subsection 1.1(a)) shall be adjusted with the Member Insured and payable to:

STP Nuclear Operating Company as Agent on behalf of the following Insureds:

i) NRG South Texas LP in respect of its 44% ownership interest.

ii) City of San Antonio, acting through the City Public Service Board of San Antonio in respect of its 40% ownership interest.

iii) City of Austin in respect of its 16.0% ownership The Member Insureds may, by written notice to the Insurer, designate other payees.

B. The expenses covered under the Debris Removal and Decontamination Coverage (subsection 1.1(b)), the losses covered under the Property Damage Coverage (subsection 1.1(c)), and the losses covered under the Functional Total Loss Coverage (subsection 1.2(a)) shall be adjusted with the Member Insured and payable to:

All other covered Losses shall be adjusted through STP Nuclear Operating Company and shall be payable to STP Nuclear Operating Company as Agent on behalf of the following Insureds:

i) NRG South Texas LP in respect of its 44% ownership interest.

ii) City of San Antonio, acting through the City Public Service Board of San Antonio in respect of its 40% ownership interest.

iii) City of Austin in respect of its 16.0% ownership interest.

The losses covered under the Property Damage Coverage (paragraph I. 1(c)), and under the Functional Total Loss Coverage (paragraph 1.2(a)) shall be adjusted through STP Nuclear Operating Company and payable to STP Nuclear Operating Company, as Agent on behalf of, the following loss payees, their successors or assigns:

i) NRG South Texas LP in respect of its 44% ownership interest. Any payment shall be paid jointly to NRG South Texas LP and Texas Commerce Bank N.A., Houston. Trustee. as their interests may appear.

NEIL II - October L, 2009 X09-075

ii) City of San Antonio, acting through the City Public Service Board of San Antonio, in respect of its 40% ownership interest.

iii) City of Austin in respect of its 16.0% ownership interest.

Each of the above loss payees shall receive separate loss payment reflecting its percentage of ownership in the South Texas Proiect under the terms and conditions of the Amended and Restated South Texas Proiect Participation Agreement executed as of November 17, 1997.

The Member Insureds may, by written notice to the Insurer, designate other payees.

C. Expenses covered under the Deconmnissioning Liability Coverage (subsection 11.1) shall be adjusted with the Member Insured and payable to:

To Be Determined The Member Insured may, by written notice to the Insurer, designate other payees.

NEIL II- October 1 2009 X09-075

NUCLEAR ELECTRIC INSURANCE LIMITED DECONTAMINATION LIABILITY, DECOMMISSIONING LIABILITY AND EXCESS PROPERTY INSURANCE POLICY TABLE OF CONTENTS INSURING AGREEMENT .......................... ................ I I. DECONTAMINATION LIABILITY AND EXCESS PROPERTY COVERAGE ...................................................... 2 II. DECOMMISSIONING LIABILITY COVERAGE ........................................... 5 III. EXCLUSIONS ....................................................................................................... 6 A .W A R R ISK ..................................................................................................... 6 B . OT H E R ............................................................................................................................. 6 IV. PREMIUM ....................................................................................................... ............ 7 V. CONDITIONS ...................................................................................................... 7

1. A bandonm ent ................................................................................................. .. 7

2. Aggregate Limit of Liability and Reduction of Policy Amount by Loss ...... 7

3. Application Form ............................................................................................ 7

4. Appraisal ............................................................. 8 5 . A ssignm ent ...................................................................................... .................. 8

6. Choice of Law .................................................... 8

7. C oncealm ent, Fraud .. ........................................... .......................................... 9 8 . C u rren cy ........................................................ ...................................................... 9

9. D ispute Resolution .......................................................................................... 9 10 . Errors and O m issions .......................................................................................... 11 1 1. H eadin gs ...................................................................................................... . ...11

12. Evaluations and Compliance with Loss Control Standards ........................... 11 13 . L oss P aym ents .............................................................................................. 13 14 . N otification s ................................................................................................. . . 14

15. O ther Insurance ......................................................................... .............. 15

16. Requirements in Case of Accidental Property Damage .................................. 15

17. State Prem ium T ax .......................................................................................... 18 18 . S u b rogation ................................................................................................. . . . 18 19 . S u it ........................................................ .................................... .... ................. 1 8

20. T erm and C ancellation .................................................................................. 19 2 1. V aluations ............... ......... ........................................ 20 NEIL II - October 1, 2009 2009-01.26.15-06-42 X09-075

22 . W hen L oss P ayable ........................................................................................ 20 VI. RETROSPECTIVE PREMIUM ADJUSTMENT ............................................ 20 V II. M E M B E R SH IP ........................................................................................................ 24 VIII. DEFINITIONS ................................................................................................... 25

1. "Accident ........................................................ ......... 25 2 . "A cc id en tal" . ...................................................................................... ............... 2 5

3. "Accidental Property Damage". ..................................................................... 25 4 . "A ct". ..................................................................................................... . . . . . 25

5. "A ctu al C ash V alue" .......................................... .......................................... 25

6. "Amount of Decommissioning Liability Coverage"......................... 25

7. "A ttachm ent Point". ...................................................................................... 25

8. "Debris Removal and Decontamination Coverage" ......... .................. 25 9 . "D eclaration s". ............................................................................................. . . 25

10. "Decommissioning Target Amount" ........................................................... 26

11. "Decommissioning Target Document". ................................. 26

12. "Decommissioning Trust Fund" ........ ........................................ 26

13. "Delinquent Member" ............................................... 26

14. "D eposit Prem ium " ....................................................................................... 26 15 . "F ER C ".......................... ........ ................................................................... . . . 2 6

16. "Functional A ge". ........................................................................................ 26

17. "Functional Total Loss Coverage" ............................................................... 2 6

18. "Functional Value"............................................... 26

19. "Generation Replacement Value" ................................................................. 26 2 0 . "IN P O". ........................................................................................................ . . 27 2 1. "Insured Property". ........ .............................................................................. 2 7 2 2 . "In su red s" ............................... ................................................................... . . 2 7 23, "Insurer"................................................... 27 24 . "Lo ss . ................................................. ............................................................. 27

25. "Loss Control Standards". ........................................................................... 27

26. "Member Insurance Program" ........................................ 27

27. "M em ber Insureds". ...................................................................................... 27

28. "Member Insureds of the Insurer". .............................................................. 27

29. "M ultip le" . ................................................................................................ . . 27 3 0. "NR C "......................................................................................................... . . 27

31. "Nuclear Liability Coverage" .................................... 27 3 2 . "O p erato r" ........................................................ ................................................. 2 8

33. "Other Insurance Policy". ............................................................................. 28

34. "Other Member Insurance Policy". .............................................................. 28 35 . "P erson". ...................................................................................................... . . 28 3 6 . "P o licy " .............................................................................................................. 28 37 . "P o licy Y ear" . ............................................................................................ . . 28 38 . "P rem ium ".................................................... .............................................. . . 2 8 NEIL II - October 1, 2009 ii 2009.01.26.15.06.42 X09-075

39. "Primary Policy ..................................................................... 28

40. "Property D am age". ...................................................................................... 28

41. "Property Damage Coverage" ...................................................................... 28

42. "Replacem ent C ost" .................................................................................... 28

43. "R esolution P lan" ......................................................................................... 29

44. "Retrospective Premium Adjustment" ........................................................ 29

45. "Settlement Date" ............................................ 29

46. "SHALL Requirement" ............. . . .......................................... 29 47 . "S h o rtfa ll". .......................................................................................................... 29

48. "Specified Nuclear Liability Amount" ............................................................ 29

49. "Underlying Insurance Policy" ..................................... 29 NEIL 1I - October 1, 2009 iii 2009-01.26.15.06.42 X09-075

Policy No. X09-075 NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE DECONTAMINATION LIABILITY, DECOMMISSIONING LIABILITY AND EXCESS PROPERTY INSURANCE POLICY This Decontamination Liability, Deconunissioning Liability and Excess Property Insurance Policy is made by and among the undersigned Member Insured (as hereinafter defined) and Nuclear Electric Insurance Limited, a Bermuda mutual company with limited liability.

The Insurer is only licensed in Bermuda and Delaware and the Insureds will not be protected by the guaranty funds of any U.S. jurisdiction..

The Member Insured will be required to execute the Policy in Delaware. The Policy will become effective only upon the acceptance of the delivery of the Policy by the Member Insured at the Insurer's office in Delaware.

INSURING AGREEMENT In consideration of the premium paid, and subject to the terms and conditions of this Policy and any endorsements added hereto, the insurer agrees to pay the Member insured for certain expenses and costs resulting from Accidental Property Damage.

IN WITNESS WHEREOF, the Member Insured and the Insurer have caused this Policy to be executed and attested on their behalf.

INSURER:

Wilmington, Delaware Nuclear Electric Insurance Limited Date: A's of October 1, 2009 By: cQ ,

David B. Ripsom, Presiden Attest:

MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company Date: As of October 1, 2009 By:

Attorney-in-Fact Witness:J~t G!ý '

NEIL II - October 1. 2009 I 2009.01.26.15.06.42 X09-075

1. DECONTAMINATION LIABILITY AND EXCESS PROPERTY COVERAGE

1. The Insurer agrees to indemnify the Insureds and their legal representatives.

(a) for all expenses necessarily incurred by the Insureds in discharging their legal obligation or liability to protect the public health and safety following Accidental Property Damage, as required by the Act, provided such expenses would otherxvise be covered under paragraphs 1.1(b) or I.1 (c) hereof, but for this paragraph 1.1(a);

(b) for all expenses necessarily incurred by the Insureds to remove debris of and to decontaminate the Insured Property following Accidental Property Damage; and (c) for all other losses covered under the Underlying Insurance Policy; which, except with respect to Functional Total Loss Coverage, and as provided in subsection 1.7 hereof, would be covered by such Underlying Insurance Policy if the limit of the Underlying Insurance Policy thereunder were not exhausted, but only to the extent that the amount of Accidental Property Damage exceeds the Attachment Point.

2. (a) In the event of Accidental Property Damage which (i) exceeds the Attachment Point and includes Nuclear Liability Coverage; (ii) is covered under paragraphs I. 1of the Policy or would be covered under that paragraph but for the availability of insurance under the Underlying Insurance Policies; and (iii) results in pennanent cessation of nuclear operations at a Unit, the Insurer agrees to indemnify the Insureds and their legal representatives for the Functional Value of the Unit following Accidental Property Damage.

(b) If the Member Insured elects to receive the Functional Value of the Unit the Member will not be entitled to receive any additional recovery under the Property Damage Coverage of the Policy.

(c) In the event that'the Unit returns to commercial nuclear operation, the Insureds shall repay to the Insurer the entire amount paid pursuant to paragraph 1.2(a), together with interest thereon, calculated quarterly at the 90-day United States Treasury Bill interest rate in effect on the first business day of each calendar quarter.

3. The Insureds' recovery under the Nuclear Liability Coverage or the Debris Removal and Decontamination Coverage shall not be decreased because the Actual Cash Value (or, if applicable, the Replacement Cost) of the Insured Property is less than the Insurer's limit of liability.

NEIL II - October 1. 2009 2 2009.01.26.15.06.42 X09-075

4. (a) Except as provided in paragraph 1.4(b) below, the amount of insurance available for payment to the Insureds with respect to Losses under the Debris Removal and Decontamination Coverage, the Property Damage Coverage, or the Functional Total Loss Coverage prior to the completion of indemnification under the Nuclear Liability Coverage shall be calculated by subtracting the Specified Nuclear Liability Amount from the Amount specified in Item 6 of the Declarations, as such amount may be reduced pursuant to the terms of this Policy.

(b) At the request of th e Insureds, the amount calculated in accordance with paragraph 1.4(a) above may be increased to include an amount equal to all or part of the Specified Nuclear Liability Amount, but only to the extent of amounts for which the Member Insured attests that:

(i) the Insureds are entitled to claim under other valid and collectible insurance covering the same expenses covered by the Nuclear Liability Coverage; (ii) the Insureds will claim under such other insurance and use such proceeds to discharge the Insureds' legal obligation or liability to protect the public health and safety following Accidental Property Damage, as required by the Act; and (iii) the payment or use of all or part of the Specified Nuclear Liability Amount for Losses under the Debris Removal and Decontamination Coverage, the Property Damage Coverage, and/or the Functional Total Loss Coverage does not violate any regulation or order of the NRC.

5. (a) The Insurer shall be liable hereunder, whether or not an Underlying Insurance Policy provides coverage for Accidental Property Damage caused by:

(i) Windstorm, tornado or hurricane; (i) Flood, including flood caused by or resulting from hurricane, tornado or windstorm; surface water, waves, tidal water, or tidal wave, overflow of streams or other bodies of water, or spray from any of the foregoing, all whether driven by wind or not, and release of water impounded by a dam at any location specified in the Underlying Insurance Policies (each of which is deemed a "Flood"); and (iii) Earthquake, volcanic elruption, landslide, subsidence or sinking of land or other earth movement, settlement or other movement of foundations, at any locations specified in the Underlying Insurance Policies.

NEIL II - October 1, 2009 3 2009.01.26.15.06.42 X09-075

(b) Accidental Property Damage by windstorm, tornado or hurricane, flood, or earthquake or volcanic eruption shall constitute a single claim hereunder; provided, that (i) if more than one windstorm, tornado or hurricane should occur within any period of ninety-six hours commencing during the term of this Policy, and such windstorms, tornados or hurricanes have a common origin or are caused by a single Accident, then such windstorms, tornados or hurricanes shall be deemed to be a single windstorm, tornado or hurricane within the meaning hereof; (ii) if more than one Flood should occur within any period of ninety-six hours commencing during the term of this Policy and such Floods have a common origin or are caused by a single Accident, then such Floods shall be deemed to be a single Flood within the meaning hereof; and (iii) if more than one earthquake shock or volcanic eruption shall occur within any period of ninety-six hours commencing during the term of this Policy and such earthquake shocks or volcanic eruptions have a common origin or are caused by a single Accident, then such earthquake shocks or volcanic eruptions shall be deemed to be a single earthquake or volcanic eruption within the meaning hereof.

(c) The Insurer is liable hereunder only to the extent that the amount of Accidental Property Damage exceeds the Attachment Point.

6. In the event that Accidental Property Damage under this Policy and under one or more Other Insurance Policies with insurance coverage effective during the Policy Year is caused directly or indirectly by any single Accident which is either listed in paragraph 1.5 hereof, or which involves radioactive contamination, or by any Accident which ensues directly or indirectly from an Accident listed in paragraph 1.5 hereof or from an Accident involving radioactive contamination, the Insureds agree that:

(a) The Insurer's liability for all such Accidental Property Damage shall not exceed the greater of (A) the Amount of Decontamination Liability, Decommissioning Liability and Excess Property Insurance Requested, as stated in Item 6 of the Declarations, or (B) the highest of the Amount of Decontamination Liability, Decommissioning Liability and Excess Property Insurance Requested stated in the Declarations of the Other Insurance Policies providing coverage with respect to the same Accident.

(b) The Insurer's liability under this Policy shall be the amount determined under paragraph 1.6(a) above times a fraction, the numerator of which is NEIL II - October 1. 2009 4 2009.01.26.15.06.42 X09-075

the Insurer's liability for the Accidental Property Damage under this Policy but for this subsection 1.6, and the denolminator of which is the sum of the Insurer's liability for the Accidental Property Damnage under this Policy and all Other Insurance Policies, but for this subsection.

7. Notwithstanding any other provision of this Policy, the Insurer's liability under this Policy shall be the amount payable to the Insureds, but for this provision, less any amount owed to the Insurer by the Insureds, including any Retrospective Premium Adjustment due under this Policy, due under any Other Insurance Policy as such Member Insured may have with the Insurer, or referred to in subsection VI.6.

II. DECOMMISSIONING LIABILITY COVERAGE I1. The Amount of Decommissioning Liability Coverage under this Policy for a Unit shall be equal to the Shortfall for such Unit calculated by using the Decommissioning Target Amnount as of the Settlement Date set forth in the Decommissioning Target Document and the amount of the Decommissioning Trust Fund as of the Settlement Date.

2. In the event of Accidental Property Damage which (i) exceeds the Attachment Point and includes Nuclear Liability Coverage; (ii) is covered under paragraph 1.1 of this Policy or would be covered under that paragraph but for the availability of other insurance under the Underlying Insurance Policies; and (iii) results in permanent cessation of nuclear operations at the Unit, the Insurer agrees to indemnify the.Insureds and their legal representatives for estimated expenses necessarily to be incurred in decommissioning the Unit as described in the Decommissioning Target Document, up to the Amount of Decommissioning Liability Coverage for the Unit determined under subsection II. 1 above.

3. Any amounts payable by the Insurer pursuant to subsections 11. 1 and 11.2 shall be deposited into the Decommnissioning Trust Fund pursuant to Item lOC of the Declarations. The calculation of the Amount of Decommrissioning Liability Coverage shall be made with respect to any claim under subsection 11. 1 once the Member Insured has certified that the Insureds have discharged their legal obligation or liability to protect the public health and safety, as required by the Act. No payment shall be made with respect to any claim under subsection 11. 1 until the Member Insured has certified that the Insureds have discharged their legal obligation or liability to protect the public health and safety following Accidental Property Damage, as required by the Act, or has made the attestations referred to in paragraph V. 13(b).

4. In the event that the Unit returns to commercial nuclear operation, the Insureds shall return to the Insurer the entire amount paid pursuant to thisSection II, together with interest thereon, calculated quarterly at the 90-day United States Treasury Bill interest rate in effect on the first business day of each calendar quarter.

NEIL II - October I. 2009 5 2009.01.26.15.06.42 X09-075

5. The Insureds' recovery under the Decommissioning Liability Coverage shall not be decreased because the Actuat Cash Value (or if applicable, the Replacement Cost) of the Insured Property is less than the Insurer's limit of liability.

II. EXCLUSIONS A. WAR RISK

1. Subject to paragraph 2 below, the coverage provided under this Policy does not apply to Property Damage caused directly or indirectly by:

(a) hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack by any government or sovereign power (de jure or de facto), or by any authority maintaining or using military, naval or air forces; or by military, naval or air forces; or by an agent of any such government, power, authority or forces; (b) any weapon of war employing nuclear fission or fusion whether in time of peace or war- or (c) insurrection, rebellion, revolution, civil war, usurped power, or action taken by governmental authority in hindering, combating or defending against such an occurrence.

2. This War Risk Exclusion shall only apply to acts which are part of overt military activity.

B. OTHER Notwithstanding any other provision in this Policy, the Insurer shall not be liable for any sums, which the Insured may be obligated to pay as damages:

(a) because of bodily injury or personal injury; or (b) because of damage to property not described in the Declarations, or covered by the Underlying Insurance Policies; or (c) for which the Insured is covered or would be entitled to coverage under a nuclear energy liability policy issued by American Nuclear Insurers, Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or other third party liability insurer or other third party entity.

NEIL II - October 1. 2009 6 2009.01.26.15.06.42 X09-075

IV. PREMIUM

1. The Member Insured agrees to pay to the Insurer the Premium under the terms and conditions hereinafter set forth. The Premium shall be paid to the Insurer by wire transfer or other method acceptable to the Insurer on or before the beginning of the policy period specified in Item 3A of the Declarations.

2. As a condition precedent to the Insurer's obligations under this Policy, the Member Insured agrees to notify the Insurer that the Insured Property has been classified Category Number Five by the Institute of Nuclear Power Operations ("INPO"),

within seven (7) days of being advised by INPO of such classification being put in place, and to pay such additional Premium due hereunder to the Insurer as a result thereof by wire transfer or other method acceptable to the Insurer within twenty (20) business days after demand.

3. The Member Insured further agrees to pay the Insurer the Retrospective Premium Adjustment under the terms and conditions specified under Section VI.

V. CONDITIONS

1. Abandonment. There shall be no abandonment to the Insurer of any property.

2. _Aggregate Limit of Liability and Reinstatement of Policy Amount by Loss.

Notwithstanding any other provision in this Policy, the Insurer's liability under this Policy shall not exceed the Amount of Decontamination Liability, Decommissioning Liability and Excess Property Insurance Requested, as stated in Item 6 of the Declarations. In the case of an Accident covered hereunder, the amount of insurance under this Policy shall be automatically endorsed to its original amount at no additional premium for any subsequent Accident within the Policy Year.

3. Application Form. The application for membership, insurance and undertaking with respect to membership and purchase of insurance made by the Member Insured with respect to becoming a Member of the Insurer, as the same may be amended from time to time (hereinafter referred to as the "Application"), is made as much a part hereof as if the Application were fiuly set forth herein.

4. Appraisal. In case the Member Insured and the Insurer shall fail to agree as to the amnount of Property Damage, then, on the written demand of either, each shall select a competent and disinterested appraiser and notify the other of the appraiser selected within twenty (20) days of such demand. The two appraisers so selected shall first select a competent and disinterested umpire; and failing for fifteen (15) days from the date of selection of the second appraiser to agree upon such umpire, then on request of the Member Insured or the Insurer, such umpire shall be selected by a judge of the United States District Court for the district in which the Insured Property is located. The appraisers shall then appraise the Property NEIL II - October 1. 2009 7 2009.01.26.15.06.42 X09-075

Damage, stating separately Actual Cash Value or, ifirecovery under the Underlying Insurance Policies is on a Replacement Cost basis, the Replacement Cost, and amount of Property Damage to each item; and, failing to agree, shall submit their differences, only, to the umpire. An award in writing, so itemized, of any two when filed with the Insurer shall determine the, amount of Property Damage. Each appraiser shall be paid by the party selecting him and the expenses of appraisal and of the umpire shall be paid equally by the Member Insured onthe one hand and the Insurer on the other.

5. Assignment. Assignment of this Policy or any rights hereunder shall not be valid except with the prior written consent of the Insurer.

6. Choice of Law.

(a) In view of the diverse locations of the parties hereto and the desirability of unified regulation, the Insureds and Insurer agree that the tenrs of this Policy shall determine their respective rights and duties and that this Policy shall be construed and enforced in accordance with and governed by the internal law of the State of New York, United States of America.

(b) The parties intend that the Insurer conduct its activities so as not to be subject to the insurance regulation of any jurisdiction other than Bermuda and Delaware. Accordingly, the parties expressly recognize and agree that paragraph (a) above does not evidence an intent by the parties to (i) give jurisdiction over the Insurer to the insurance regulatory authority of any jurisdiction other than Bermuda and Delaware; or (ii) make applicable to this Policy any of the insurance laws or regulations (including those which specify the terms of the by-laws and contracts of mutual insurance companies) of any jurisdiction, including New York, other than to the extent such laws of Bermuda and Delaware are applicable; or (iii) otherwise have the laws of Bermuda or Delaware apply to the construction or enforcement of this Policy.

7. Concealment, Fraud. The Insurer shall have no obligation to make any payments under this Policy if, whether before or after an Accident, any Insured has willfully concealed or misrepresented in writing any material fact or circumstance concerning this insurance or the subject thereof, or the interest of any Insured therein, or in case of any fraud or false swearing by any Insured relating thereto; but the application of this provision shall not affect the Member Insured's obligation to pay the Retrospective Premium Adjustment callable by the Insurer under this Policy, or provide other assurances to the Insurer pursuant to Section VI(b).

NEIL II October 1. 2009 O 8 2009.01-26.15.06.42

/

X09-075

8. Currency. All payments required to be made under this Policy by the Member Insured or the Insurer shall be made in United States dollars.

9. Dispute Resolution.

(a) The Insurer and the Insured mutually acknowledge that the form, terms and conditions of the Policy have been formulated by representatives of the participating utilities in order to provide insurance coverage which is vital to all participants. It was desired that the Insurer serve as a financially stable and reliable entity, responsive to the coverage needs of its participants, and providing coverage fairly and equitably as to each Insured, but taking equally into account fairness and equity as to all insureds as a group. While every effort has been made to define with clarity and precision the scope of coverage and other policy provisions, the Insurer and the Insured mutually acknowledge that situations may arise where the terms of the Policy are disputed. For the foregoing reasons, the Insurer and the Insured agree that the following principles shall govern the interpretation of the Policy:

(i) Even-handedness and fairness to both the Insurer and the Insured; (ii) The intentions of the Insurer and the Insured, including any extrinsic evidence of intent; (iii) The practice of the Insurer and the Insured in interpreting and applying the Policy; (iv) The cooperative rather than adversarial relationship between the Insurer and the Insured; and (v) The contract construction rule of contra proferentem is not applicable to this insurance policy.

(b) The Insurer and Insured agree to endeavor to resolve any dispute between them by means of voluntary proceedings to be agreed upon between them.

In the event of a dispute, either the Insurer or the Insured may request the other to participate in an alternative dispute resolution proceeding. The Insurer and the Insured acknowledge, depending upon the circumstances, that an appropriate proceeding may include but is not limited to one or more of the following: early neutral evaluation, mediation, mini-trial, neutral' fact finding, or senior peer review. In the absence of the parties agreeing to participate in an alternative dispute resolution process, the Insurer will agree, at the request of the Insured, to submit the dispute to senior peer review, unless otherwise determined by the Insurer's Board of Directors. The Insurer agrees to pay the fees and expenses of any neutral party associated with the procedures. The use of any such or other proceeding is voluntary to both the Insurer and Insured, but each NEIL II - October 1. 2009 9 2009.01.26.15.06.42 X09-075

acknowledges that it is in the best interests of the mutual enterprise to resolve disputes by such voluntary means where, possible, and without the need for final and binding arbitration between them.

(c) The Insured and Insurer agree in good faith to consider, in connection with any dispute, the Statement of Dispute Resolution Principles adopted by the Insurer's Board of Directors and Members, as it may be amended from time to time.

(d) Any claim or controversy between the Insured and the Insurer as to any matters arising out of or relating to this Policy, which is not settled between themselves, pursuant to paragraph 9(b) above or otherwise, shall be submitted at the request of either the Insured or the Insurer to arbitration in New York City unless the parties agree as to another location. Arbitration of a dispute is final and binding. The Insured and the Insurer shall try in good faith to agree on the appointment of a sole arbitrator to settle the dispute. In the event the parties cannot agree on the appointment of a sole arbitrator, they can agree to have a sole arbitrator appointed by the then President of the Association of the Bar of the City of New York or in the absence of agreement to do so, a three-person arbitration panel shall be appointed. In the event that either the Insured or the Insurer determines that the dispute is not appropriate for a sole arbitrator, a three-person arbitration panel shall be appointed. In such instance, the Insured shall appoint one arbitrator and. the Insurer another; the two.so appointed shall select the third. If the two arbitrators fail to agree on a third arbitrator for a period of sixty calendar days from the date of appointment of the second arbitrator, then on request of the Insured or the Insurer such third arbitrator shall be selected by the then President of the Association of the Bar of the City of New York. The Insured and the Insurer may by express agreement determine the arbitral procedures to be followed; in the event the parties do not agree, New York law, including the statutory"rules on arbitration, shall govern all matters of procedure.

The arbitrators shall first determine the liability of the parties as to the dispute, claim or controversy, and then, only if necessary, determine the type and amount of relief to be granted. The arbitrators shall award reasonable attorney's fees and costs to the prevailing party in such amoimt as they determine appropriate, not to exceed the amount of fees and costs incurred by the non-prevailing party. For this purpose, the fees incurred shall be calculated at reasonable prevailing hourly billingrates and include all reasonable out-of-pocket expenses.

(e) To the extent that any dispute, claim or controversy between the Insured and the Insurer hereunder is not subject to arbitration for any reason whatever, the United States District Court for the Southern District of New York shall have exclusive jurisdiction thereof For such purpose, the Insured agrees to accept, without objection to form or manner, service of NEIL II - Octobe r 1. 2009 10 2009.01.26.15.06.42 X09-075

process by registered mail directed to the person identified in Item 11 of the Declarations.

For such purpose, the Insurer agrees to accept, without objection to form or manner, service of process by registered mail directed to Nuclear Electric Insurance Limited, 1201 Market Street, Suite 1100, Wilnington, Delaware 19801. The foregoing consents to service of process are not intended nor shall they be construed to extend to any dispute, claim, controversy, cause of action, or other matter other than as stated in this paragraph.

t

10. Errors and Omissions. No inadvertent error, omission or failure in furnishing reports hereunder shall prejudice the Insureds' right of recovery, but shall be corrected when discovered.

1t. Headings. The headings in this Policy are inserted for convenience only and shall not be deemed to constitute a part hereof.

12. Evaluations and Compliance with Loss Control Standards (a) The Insurer shall be pernitted, but not obligated, to perform or to have performed on its behalf, evaluations of the Insured Property at any reasonable time. All evaluations and evaluation reports made by or on behalf of the Insurer are made solely for hisurance purposes. Evaluation reports are based upon the conditions, practices and property observed and information made available at the time of the evaluation, and shall not be deemed to identify all hazards or to indicate that other hazards do not exist. The Insurer and those performing evaluations on its behalf shall not be responsible for the correction or control of any conditions, practices or property.

Notwithstanding any other agreement, express or implied, to the contrary, neither the right to make an evaluation nor the making of an evaluation, nor any advice or report resulting therefrom, shall constitute or be construed as an undertaking on behalf of or for the benefit of the Insureds or others to determine or warrant that the facilities, operations or property are safe or healthful, or are in compliance with any law, rule, regulation, procedure or standard. It shall be the obligation of the Insureds to ensure that the Insurer is accorded the right to conduct an evaluation under this paragraph.

(b) Notwithstanding the provisions in Paragraph V.12.e, upon discovery of a dangerous condition (the "Dangerous Condition) with respect to any property, or part thereof, insured under this Policy or a Primary Policy issued by the Insurer for Site insured under this Policy (the "Affected Property"),

whether discovered as a result of an evaluation or otherwise, a representative of the Insurer may (1) request that the Affected Property be taken out of service without delay, and/or NEIL II - October 1 2009 11 2009.01.26.15.06.42 X09-075

(2) request that actions be taken to remedy the Dangerous Condition.

(c) If a request made under Paragraph V. 12.b is not complied with, the Insurer may immediately suspend coverage as to the Affected Property and/or as to Property Damage that could have been avoided or reduced had the Dangerous Condition been remedied, provided, however, that there will be coverage for Property Damage if the Insured can demonstrate that the Property Damage was unrelated to the failure to take the requested action (and there is otherwise coverage under this Policy). Notice of the suspension (which may be made together with either request referred to in Paragraph V. 12.b) shall be written and, notwithstanding any other provisions under this Policy, may be sent to the Member Insured by hand delivery, e-mail, fax or courier.

(d) It shall be an obligation under this Policy that the Insured comply with the SHALL Requirements contained in the Insurer's Loss Control Standards.

(e) If the Insurer learns of an Insured's failure to comply with, or to take agreed upon actions in accordance with the agreed upon Resolution Plan to correct a failure to comply with, a SHALL Requirement contained in the Insurer's Loss Control Standards, and, as a result and in accordance with the terms of a Primary Policy issued by the Insurer for the Site insured under this Policy the Insurer suspends coverage under that Primary Policy, such suspension of coverage shall apply with equal force and effect to this Policy. The Insurer shall notify the Insured of a suspension of coverage under this Policy in the same notice sent by the Insurer concerning suspension under the Primary Policy. Upon reinstatement of coverage under the Primary Policy, coverage shall be reinstated under this Policy in accordance with the provisions of Paragraph (i) of this Section.

(t) If the Insured requests that coverage be removed under a Primary Policy issued by the Insurer for the Site insured under this Policy, such removal of coverage shall have equal effect under this Policy, with the precise scope of such removal to be described in an endorsement to this Policy or as set forth in writing and delivered to the Insured.

(g) Any suspension of coverage under Paragraphs V. 12.c and V. 12.e of this policy shall be in accordance with the scope of coverage suspension set forth in writing and delivered to the Insured.

(h) The Insurer may immediately suspend coverage under this Policy, in whole or in part, with respect to the Insured Property if (i) the NRC suspends or revokes for any reason the operating license issued with respect to any Unit on such Insured Property, or (ii) the NRC issues a shutdown order with respect to such Unit, or (iii) the NRC issues a confirmatory order keeping such Unit shut down. In the event that the NEIL II - October 1, 2009 12 2009.01.26.15.06.42 X09-075

Insurer chooses to suspend coverage under this provision, it shall notify the Member Insured in writing of that decision.

(i) The coverage suspended in accordance with Paragraphs V. 12.c and V. 12.e above, as well as any coverage removed, may be reinstated by the Insurer, but only by an endorsement issued to form a part of this Policy. The suspension of the insurance under this Policy will not affect the obligation of the Member Insured to pay the Retrospective Premium Adjustment callable by the Insurer under this Policy, or provide other assurances to the Insurer pursuant to Section VI(b).

13. Loss Payments (a) Except as provided in subsection V. 13.(b) below, it is agreed that payment under this Policy shall be made in the following order:

(i) Losses under Nuclear Liability Coverage.

(ii) Losses under Decommissioning Liability Coverage pursuant to Section I1 of the Policy.

(iii) Losses under the Debris Removal and Decontamination Coverage, the Property Damage Coverage, and the Functional Total Loss Coverage.

(b) Payment under this Policy may be made with respect to Losses under the Decommissioning Liability Coverage, Debris Removal and Decontamination Coverage, the Property Damage Coverage, and/or Functional Total Loss Coverage prior to completion of indemnification under the Nuclear Liability Coverage only on the condition that the Member Insured attests that:

(i) no proceeds of this Policy in excess of an amount specified by the Insureds, except as provided in a Proof of Loss filed with the Insurer, are needed to discharge the legal obligation or liability of the Insureds to protect the public health and safety following Accidental Property Damage, as required by the Act; and (ii) the payment or use of policy proceeds for Losses under the Decommissioning Liability Coverage, Debris Removal and Decontamination Coverage, the Property Damage Coverage, and/or the Functional Total Loss Coverage does not violate any regulation or order of the NRC.

(c) No payments shall be made pursuant to Section I until (i) all amounts payable under all Underlying Insurance Policies have actually been expended for the types of losses and expenses covered thereunder or NEIL I -October 1 2009 13 2009.01.26.15.06.42 X09-075

designated for the type of expenses covered under paragraph 1.1(a) or II.,

and (ii) at least the amount of the Attachment Point has actually been expended for the types of losses and expenses covered under paragraphs 1.1(b) or 1.1(c) or designated for the type of expenses covered under paragraph 1.1(a) hereof:

f4. Notifications (a) The Member Insured shall promptly notify the Insurer in the event that any of the Units specified in Item 7 of the Declarations or in the Declarations of the Primary Underlying Insurance Policy is to permanently cease operations prior to the scheduled expiration of such Unit's operating license.

(b) Policy Modifications. This Policy embodies all agreements between the Member Insured and the Insurer or any of their agents relating to this insurance. There shall be no change in the terms, provisions and stipulations of this Policy except in writing hereon or by endorsement added hereto by agreement of the Insurer and the Member Insured. No amendment to the Primary Underlying Insurance Policy shall increase the Insurer's liability under this Policy without the prior written consent of the Insurer. The granting of such consent shall be wholly within the discretion of the Insurer.

(c) Policy Decisions and Notice. Except as provided in paragraph 16 of Section V of this Policy, all decisions or actions made or taken with respect to this Policy may only be taken or made by the first named Member Insured and all such decisions or actions shall be binding on all Insureds. Such decisions or actions shall include, without limnitation, decisions to give or not give notices of accidents, to file or not file proofs of loss and to bring or not bring an action under the dispute resolution provision. No decision or action with respect to this Policy may be made or taken by anyone other than the Insurer and the first named Member Insured: The first named Member Insured shall be that Member Insured whose name is listed first in Item 1 of the Declarations. The Insurer and the Insureds agree that all communications between them as to any matter arising under or relating to this Policy shall be made as follows:

(i) If to the Insurer: The communication must be sent by the first named Member Insured and must be sent, by facsimile, mail or delivery to the Insurer by the Member Insured's Delaware Representative at the address listed in Item 2 of the Declarations.

(ii) If to the Insureds: The communication must be sent by the Insurer to the first named Member Insured and must be sent, by facsimile, mail or delivery to the address of the Member Insured's Delaware Representative. It shall be the obligation of the first named NEIL II - October 1. 2009 14 2009.012.6.15.06.42 X09-075

Member Insured to communicate the contents of any notification from the Insurer to the other Insureds.

The Insured's compliance with the provisions of paragraph (c) is a condition precedent to the Insurer's obligations under this Policy.

(d) Reports. The Member Insured hereby consents, and shall obtain the consent of the Operator, to the Insurer having access to INPO's final Evaluation Reports at the same time such Reports are sent to the Member Insured or the Operator by INPO.

15. Other Insurance.

(a) With respect to a Loss for Accidental Property Damage covered by the Underlying Insurer (a "Joint Loss"), (i) upon receiving payment under this Policy with respect to a Joint Loss, the Insured hereby assigns to the Insurer the proceeds received or receivable under the Underlying Insurance Policies providing insurance coverage to the Insured with respect to the Joint Loss, but only to the extent that the availability of such proceeds would have reduced the Insurer's ultimate liability for the Joint Loss; and (ii) in determining whether the Insurer has paid its share of the Joint Loss, the amounts actually paid by the Insurer shall be reduced by any amounts received by the Insurer from the Insured or the Underlying Insurer providing insurance coverage to the Insured with respect to the Joint Loss in accordance with (i) above.

16. Requirements in Case of Accidental Property Damage.

(a) It shall be the obligation of the Insureds to give or cause to be given immediate detailed written notice to the Insurer of any Accidental Property Damage and to protect the Insured Property from further damage.

The Insureds shall separate or cause to be separated, with reasonable promptness, the damaged and undamaged Insured Property, put it in the best possible order, furnish a complete inventory of the destroyed, damaged and undamaged Insured Property, showing in detail quantities, costs, Actual Cash Value or, if recovery under the Underlying Insurance Policies is on a Replacement Cost basis, the Replacement Cost, the estimated amount of Property Damnage claimed, and the Functional Value of the Unit. The Insurer may deny coverage for such Accidental Property Damage if the Insured fails to comply with its obligation to provide immediate written notice thereof, but only if the Insurer demonstrates being prejudiced in its ability to adjust, assess or otherwise investigate the claim as a result of such failure.

(b) Within twelve (12) months after the amount of Accidental Property Damage exceeds the Attachment Point, unless such time is extended in writing by the Insurer, the Insureds shall complete and file with the Insurer NEIL II - October 1, 2009 15 2009.01.26.15.06.42 X09-075

• a proof of loss ("Proof of Loss"), in the form approved by the Insurer, signed and sworn to'by the Member Insu red, stating the knowledge and belief of the Insureds as to the followings:

(i) with respect to Losses under theNuclear Liability Coverage, the time and origin of the, Accidental Property Damage resulting in such Losses, all other contracts of insurance, whether valid or not, covering the risks insured hereunder, the amount of expenses incurred in' discharging the Insureds' legal obligation or liability to protect the public health and safety following Accidental Property Damage, as required by the Act" and an attestation by the Member Insured as to the Insureds' obligation or liability to incur such expenses; (ii) with respect to Losses under the Debris Removal and Decontamination Coverage and/or the Property Damage Coverage, the time and origin of the Accidental Property Damage, the interest of the Insureds and of all others in the Insured Property, the Actual Cash Value or, if recovery under the Underlying Insurance Policies is on a Replacement Cost basis, the Replacement Cost of each item thereof and the amount of Property Damage thereto, all cumbrance thereon, all other contracts of insurance, whether valid or not, covering any of said Insured Property, and changes in the title, use, occupation, location, possession or exposures of said Insured Property since the issuance of this Policy, by whom and for what purpose any building herein described and the several parts thereof were occupied at the time of the Accident resulting in the Loss and whether or not it then stood on -leased ground, and theInsureds shall furnish the Insulrer a copy of all descriptions and schedules in all other policies and, if required, verified plans and specifications of any building, fixtures or machinery destroyed or damaged, and an attestation by the Member Insured that (a) no proceeds of this Policy or no proceeds of this Policy in excess of the Specified Nuclear Liability Amount, except a's provided in a Proof of Loss filedwith the Insurer, are needed to discharge the legal obligation or liability of the Insureds to protect the public health and safety following Accidental Property Damage, as required by the Act; and (b) the payment of policy proceeds for Losses under the Debris Removal and Decontamination Coverage and/or the Property Damage Coverage does not violate any regulation or order of the NRC" (iii) with respect to Losses under the Functional Total Loss Coverage, the time and origin of the Accidental Property Damage necessitating the cessation of the Unit's operation, the interest of the Insureds and of all others in the Insured Property, the Functional Value of the Unit at the time of the Accident, all NEIL II - October 1. 2009 16 2009-01.26.15.06.42 X09-075

encumbrances thereon, all other contracts of insurance, whether valid or not, covering any of said Insured Property and/or the risks insured hereunder, and changes in the title, use, occupancy, location, possession or exposures of said Insured Property since the issuance of this Policy, by whom and for what purpose any building herein described and the several parts thereof were occupied at the time of the Accident resulting in the Loss, and the Insureds shall furnish the Insurer a copy of all descriptions and schedules in all other policies and, if required, verified plans and specifications of any building, fixtures or machinery whether damaged or undamaged, and an attestation by the Member Insured that (a) no proceeds of this Policy or no proceeds of this Policy in excess of the Specified Nuclear Liability Amount, except as provided in a Proof of Loss filed with the Insurer, are needed to discharge the legal obligation or liability of the Insureds to protect the public health and safety following Accidental Property Damage; (b) the Unit incurring the Accidental Property Damage has permanently ceased operation; and (c) the payment of policy

,proceeds under the Functional Total Loss Coverage does not violate any regulation or order of the NRC; and (IV) with respect to .Losses under the Decommissioning Liability

• Coverage, the time and origin of the Accidental Property Damage

• necessitating the cessation of the Unit's operation, all other contracts of insurance, whether valid or not, covering the risks insured hereunder, the current balance of the Decommissioning Trust Fund, the Decormnissioning Target Amount, a copy of the Decommissioning Target Document, if requested by the Insurer, and an, estimate of the expenses to be incurred in decomnissioning the Unit, and an attestation by the Member Insured that (a) no proceeds of this Policy except as provided in a Proof of.Loss filed with the Insurer, are needed to discharge the legal obligation or liability of the Insureds to protect the public health and safety following Accidental Property Damage; (b) the Unit incurring the Accidental Property Damnage has permanently ceased operation; and (c) that payment under the Decommissioning Liability Coverage does not violate any regulation or order of the NRC.

(c) It shall be the obligation of the Insureds to exhibit or cause to be exhibited, to any person designated by the Insurer, as often as may be reasonably required, all that remains of any Insured Property, and submit to examinations under oath by any person named by the Insurer, and subscribe the same; and, as often as may be reasonably required, shall produce for examination all books of account, bills, invoices and other vouchers, or other documents needed by the Insurer to determine NEIL II - October 1 2009 17 2009.01-26.15.06.42 X09-075

its liability, or certified copies thereof if originals be' lost, at such reasonable time and place as may be designated by the Insurer or its representative, and shall permit extracts and copies thereof to be made.

(d) Any failure on the part of the Operator to comply with the requirements of paragraph V.16(c) shall be deemed a breach of this obligation on the part of the Insureds.

17. State Premium Tax. The Insureds represent that they have paid or will pay any applicable state premium tax.

18. Subrogation.

(a) Except as provided in paragraph V. 18(b) below, the Insurer may require from the Insureds an assignment of all right of recovery against any party for Accidental Property Damage to the extent that payment therefore is made by the Insurer; however, prior to an Accident, the Insureds may waive in writing any or all right of recovery against any party for Accidental Property Damage.

(b) The Insurer hereby waives any right of subrogation acquired by reason of any payment under this Policy arising out of any Accidental Property Damage covered hereunder against the Insureds and any party furnishing services, materials, parts, or equipment in connection with the planning, construction, maintenance, operation or use of the Insured Property.

(c) It is a condition of this Policy that the Insureds shall repay the Insurer any recoveries made by the Insureds on account of any Accidental Property Damage to the extent that the Insurer would have been entitled to such recoveries had this waiver not been included in this Policy; provided, however, the proceeds of any such recovery shall be applied first to any uncompensated Property Damage incurred by the Insureds, including reimibursement of any deductible amount under this Policy, and then, to the extent any proceeds of such recovery remain, to reimburse the Insurer for any payments made by it to the Insureds.

19. Suit. No suit, action, or proceeding on this Policy for the recovery of any claim shall be sustainable in any court of law or equity or arbitral tribunal unless all the requirements of this Policy shall have been complied with, and unless commenced within twelve (12) months after the amount of the Accidental Property Damage exceeds the Attachment Point; provided, however, an extension of time for rendering a Proof of Loss granted by the Insurer with respect to any Accident shall extend the twelve-month period for bringing suit with respect to such Accident by the period of such extension.

NEIL II - October 1, 2009 18 2009.01.26.15.06.42 X09-075

20. Term and Cancellation (a) This Policy shall commence on the date specified in Item 3A of the Declarations and shall terminate on the date specified in Item 3A of the Declarations. This Policy shall be automatically renewed for successive one-year terms, however either party may cancel this Policy by providing written notice to the other party by registered mail at least three months prior to any anniversary.

(b) This Policy may be canceled at any time by the Insurer, upon approval of its Board of Directors, upon sixty (60) days' written notice of cancellation mailed or delivered to the Member Insured, with or without tender of the excess of paid premium above the pro rata premium for the expired time, which excess, if not tendered, shall be refunded on demand. Notice of cancellation shall state that said excess premium, if not tendered, will be refunded on demand.

(c) This Policy shall be automatically canceled if(i) the INPO membership of either the Member Insured or the Operator is suspended or canceled by INPO for any reason and (ii) the Member Insured fails to notify the Insurer within five business days after receipt of notice of such suspension or cancellation of menibership in INPO, unless the Insurer is otherwise notified during such five business days.

(d) In the event that the Member Insured fails to pay to the Insurer any Retrospective Premium Adjustment due under this Policy, due under any Other Insurance Policy as such Member Insured may have with the Insurer, or referred to in Section VI, this Policy shall terminate provided that the Insurer notifies the Member Insured in writing of this delinquency and the Member Insured fails to make the required payment within 15 days after receiving such notice by registered mail.

(e) Cancellation or termination of the Underlying Insurance Policy by the Underlying Insurer automatically cancels or terminates this Policy.

(f) Neither the cancellation of the Policy on the part of the Member Insured or the Insurer, nor its automatic termination, shall affect the obligation of the Member Insured to pay the Retrospective Premium Adjustment callable by the Insurer under this Policy, or provide other assurances to the Insurer pursuant to Section VI(b).

21. Valuations For purposes of this Policy, except where the Underlying Insurance Policies are written on an Actual Cash Value basis, the value of the Insured Property at the time of an Accident shall be the Replacement Cost of such Insured Property, but only if such Insured Property as is damaged or destroyed is replaced with NEIL II - October 1. 2009 19 2009.01.26.15.06.42 X09-075

identical or like kind property on the same premises and intended for the same occupancy and use, and used in connection with a nuclear facility. In all other cases, the value of the Insured Property at the time of the Accident shall be the Actual Cash Value of such Insured Property as is damaged or destroyed, notwithstanding that the Policy may refer to the Replacement Cost of such Insured Property.

22. When Loss Payable.

(a) With respect to Losses under paragraph 1.1 and 1.2(a), the amount for which the Insurer may be liable shall be payable as soon as practicable and in any event-within sixty (60) days after the Proof of Loss, as herein provided, is received by the Insurer and ascertainment of the Loss is made either by agreement between the Member Insured and the Insurer expressed in writing, or by the filing with the Insurer of an award as herein provided. Where only partial Proof of Loss has been provided to the Insurer and the Insurer's liability for the Accidental Property Damage is uncontested, the Insurer may, in its sole discretion, make partial payment to the Insured. Nevertheless, the Insurer shall have no obligation to make such partial payment.

(b) With respect to Losses under Section II, payment shall be made within sixty (60) days after the later of the filing by the Member Insured with the Insurer of the Proof of Loss, as provided herein, or filing by the Member Insured of certification that the Insureds have discharged their legal obligation or liability to protect the public health and safety following Accidental Property Damage, as required by the Act, and ascertainment of the Loss is made by written agreement between the Member Insured and the Insurer or the filing of an award as herein provided.

VI. RETROSPECTIVE PREMIUM ADJUSTMENT The Member Insured agrees to pay to the Insurer the Retrospective Premium Adjustment under the terms and conditions hereinafter set forth.

(a) The Insurer may make demand for the Retrospective Premium Adjustment in whole or in one or more parts from time to time,'but only to the extent necessary, in the sole discretion of the Board of Directors of the Insurer, to cover Losses incurred by the Insurer under this Policy and all Other Insurance Policies with coverage effective during the Policy Year (specified in Item 3.B of the Declarations).

(b) The Insurer, in the sole discretion of the Board of Directors,*may require the Member Insured to provide assurance to the Insurer of the Member Insured's ability to satisfy its obligation to pay a Retrospective Premium Adjustment when called. Within twenty (20) business days of receiving notice from the Insurer that such assurance is required, the Member Insured shall notify the Insurer of the NEIL II - October 1. 2009 20 2009.01-26.15-06.42 X09-075

option selected to provide the required assurance, which will include, but is not limited to, providing a letter of credit, providing a financial guarantee, purchasing retrospective premium insurance, or paying a Deposit Premium, and implement such option by providing the Insurer with the required documentation or payment, depending on the option selected. The parameters for a letter of credit, a financial guarantee, and the retrospective premium insurance options will be provided to the Member Insured by the Insurer at the time the Insurer requires the Members Insured to take the action. The terms regarding the Deposit Premium are set forth in Paragr-aph (c) below.

(c) If the Member Insured elects to pay a Deposit Premium, the Insurer may require the Deposit Premium to be paid in whole, in part, or in parts. Any Deposit Premium paid to the Insurer will be returned to the Member Insured when, in the sole discretion of the Insurer's Board of Directors, the retention of the Deposit Premium is no longer required. The amount of any Deposit Premium paid shall be a credit against the obligation of the Member Insured to pay a call made for a Retrospective Premium Adjustment and, to the extent thereof, shall be treated as a payment of the Retrospective Premium Adjustment as of the date a call for a Retrospective Premium Adjustment is made. Amounts paid as Deposit Premiums will be held in an interest bearing account and, until such a call is made, interest earned on the Deposit Premium amount will be paid back to the Member Insured on an annual basis, within ninety (90) business days after the end of the applicable caiendar year. However, if the Member Insured fails toelect one of the options available pursuant to Paragraph (b) within the time frame required, or at any other time when in the sole discretion of the Insurer's Board of Directors it is in the best interests of the Insurer, the Insurer may make demnand upon the Member Insured for a Deposit Premium, whether or not a demand for a Deposit Premium is made upon any other Member Insured(s). If a demand is made by the Insurer, the Member Insured shall pay the Deposit Premium within twenty (20) business days of demand.

(d) That portion of the Retrospective Premium Adjustment demanded by the Insurer shall be paid to the Insurer by wire transfer or other method acceptable to the Insurer within twenty (20) business days after demand. The Insurer may, without first pursuing any rights it may have against any Delinquent Member, make such number of further demands upon the Member Insured, including any Delinquent Member, for further portions of the Retrospective Premium Adjustment, to be payable twenty (20) business days after demand, as may be needed to obtain Retrospective Premium Adjustment from the Member Insureds of the Insurer under this Policy and all Other Insurance Policies with coverage effective during the Policy Year sufficient, in the sole discretion of the Board of Directors of the Insurer, to cover Losses under this Policy and all Other Insurance Policies with coverage effective during the Policy Year. The fact that the Insurer has received sufficient Retrospective Premium Adjustment from such Member Insureds shall not bar the Insurer from pursuing the Insurer's rights against any Delinquent Member.

NEIL 11 -October L 2009 21 2009.01.26.15.06.42 X09-075

(e) When, for any purpose hereunder, it becomes necessary to calculate the obligation of the Member Insured for the Retrospective Premium Adjustment, it will be calculated as follows:

(I) The amount of the Retrospective Premium Adjustment shall be equal to the product of (i) the Multiple selected by the Board of Directors of the Insurer as required to meet Losses under this Policy and all Other Insurance Policies with coverage effective during the Policy Year, times (ii) the Premium plus any Additional Premium, or if such is for a period shorter than a calendar year, such Premium and Additional Premium multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days in the policy period specified in Item 3A of the Declarations.

(2) The policy year to which any Retrospective Premnium Adjustment relates shall be determined by the Board of Directors of the Insurer at the time it makes the call for such Retrospective Premium Adjustment based on the date of the Accident under this Policy or any Other Insurance Policy giving rise to the obligation which such Retrospective Premium Adjustment is designed to satisfy. The aggregate of all Retrospective Premium Adjustments under this Policy shall not exceed the Retrospective Premium Adjustment set forth in Item 5.B of the Declarations:

(3) Subject to the provisions with respect to calls made in the event of failure to pay by Delinquent Members, the amount of any call for a Retrospective Premium Adjustment hereunder shall bear the same relation to the total Retrospective Premium Adjustment, payable by all Member Insureds of the Insurer under such call as the highest Premium plus Additional Premium determined under subparagraph (a)(ii) above bears to the aggregate Premiums plus Additional Premiums, used to calculate the total of all such calls, under this Policy and all Other Insurance Policies with coverage effective during the Policy Year.

(4) The obligation of the Member Insured for the Retrospective Premium Adjustment shall be and remain in full force and effect and all the above calculations shall be made without regard to whether or not the Insurer has any obligation to make payments under this Policy or this Policy is canceled or suspended.

(f) When, for any purpose hereunder, it becomes necessary to calculate the obligation of the Member Insured for the Deposit Premium, it will be calculated as follows:

(1) The amount of the Deposit Premium, if required, shall be equal to Retrospective Premium Adjustment listed in Item 5.B of the Declarations, unless otherwise indicated.

NEIL]II - October 1. 2009 22 2009 01 26 I5 06 42 X09-075

(2) The aggregate of the Deposit Premium and any Retrospective Premium Adjustments callable under this Policy shall not exceed the Retrospective Premium Adjustment set forth in Item 5.B of the Declarations.

(3) The amount of the Deposit Premium may be adjusted at the anniversary of this Policy.

(4) The obligation of the Member Insured for the Deposit Premium shall be and remain in full force and effect and all the above calculations shall be made without regard to whether or not the Insurer has any obligation to make payments under this Policy or this Policy is canceled or suspended.

(g) The Multiple is no higher than the Multiple in any Other Insurance Policy with insurance coverage effective during the Policy Year.

(h) The Board of Directors of the Insurer in its sole discretion may adjust downward the Multiple stated in this Policy and any Other Insurance Policy with coverage effective during the Policy Year to a new lower Multiple, and the Retrospective Premium Adjustment callable under this Policy and any such Other Insurance Policy shall be reduced by a like proportionate amount. No downward adjustment in such Multiple and corresponding adjustment in any such Retrospective Prenmiun Adjustment may be made with respect to any Retrospective Premium Adjustment which has been assigned by the Insurer, or in any Other Insurance Policy with coverage effective during the Policy Year, if the Multiple in any such Other Insurance Policy, after adjustment, would be less than the Multiple, after adjustment, in this.Policy, unless a similar downward adjustment is made in the Multiple in this Policy, together with a corresponding adjustment in the Retrospective Premium Adjustment.

(i) The liability of the Member Insured shall be limited to the Premium, Additional Premiumui the Retrospective Premium Adjustment or any unpaid portion thereof due to the Insurer under the terms of this Policy, and any assurance that may be required pursuant to Section VI(b). No Member Insured shall be subject to any contingent liability or be required to pay any dues or assessments in addition to such Premium, Additional Premium, Retrospective Premium, and any assurance under Section VI(b). Adjustment due under this Policy and those due under any Other Insurance Policies as such Member Insured may have with the Insurer. The liability of the Member Insured for the Retrospective Premimn Adjustment for the Policy Year shall cease six (6) years after the end of the Policy Year, unless prior demand is made therefor.

(I) It is agreed that the obligation of the Member Insured to pay any Retrospective Premium Adjustment due under any Other Insurance Policy between the Insurer and the Member Insured which terminated on or before the inception date of this Policy is an obligation of the Member Insured under this Policy. It is also agreed that the terms and the amount of such obligation shall be determined by reference NEIL II - October 1, 2009 23 2009.01,26.15.06.42 X09-075

to the Other Insurance Policy under which such obligation arose, notwithstanding that such Other Insurance Policy may no longer be in effect.

(k) The liability of each Member Insured, if there be more than one, for the Retrospective Premium Adjustment, and any assurance that may be required pursuant to Section VI(b), under this Policy shall be several and not joint and in proportion to their respective interests specified in the Declarations.

(1) In the event the Insurer has available credit facilities from lenders, the Board of Directors of the Insurer may, in its sole discretion, utilize such facilities to finance Losses incurred by the Insurer under this Policy and all Other Insurance Policies.

The Insurer may assign to the lenders the Insurer's interest in the Retrospective Premium Adjustment, in whole or in'j"art, including, in the event the Insurer defaults on-its obligations to such lenders, the right to call such interest assigned.

Such assignment may be made and shall only be effective with respect to the financing of those Losses for which the Retrospective Premium Adjustment could be called. In the event any assignment is made, the Insurer.shall give prompt notice thereof to the Member Insured. Each Member Insured shall, upon the request of the Insurer, give acknowledgment of its liability for the Retrospective Premium Adjustment to each of the lenders involved.

VII. MEMBERSHIP Each Member Insured becomes a member of the Insurer as part of obtaining insurance from the Insurer, and as such, is entitled to the privileges and benefits, and by entering into this Policy agrees to be subject to and bound by, the obligations and duties, of membership. These are more fully set forth in the Insurer's Memorandum of Association and in the Bye-Laws and any amendments thereto, each of which is hereby incorporated into and made a part of this Policy. In no event shall any amendment to the Insurer's Memorandum of Association or the Bye-Laws increase the amount of Premium or Retrospective Premium Adjustment payable or callable hereunder.

VIII. DEFINITIONS For purposes of this Policy, unless otherwise stated to the contrary, the following capitalized terms shall have the meanings set forth below. Unless otherwise stated or required for the meaning of any provision, the singular shall include the plural and the plural, the singular. Whenever the terms "Accident", "Accidental Property Damage",

"Loss", "Member Insured", "Multiple", "Policy Year", "Premium" and "Retrospective Premium Adjustment" are used in this Policy with both capitalization and reference to this Policy, the Other Insurance Policies, or Other Member Insurance Policies, they shall refer to the defined meanings given such terms in this Policy, the Other Insurance Policies, and the Other Member Insurance Policies, respectively and to which they so refer.

1. "Accident" means a sudden and fortuitous event, an event of the moment, which happens by chance, is unexpected and unforeseeable. Accident does not include NEIL II - October 1. 2009 24 2009.01.26.15.06.42 X09-075

any condition which develops, progresses or changes over time, or which is inevitable. The date of the accident shall be the later of when such Accident occurred or is discovered; provided, however, that no Accident is covered hereunder which occurred while the Insured was not insured by the Insurer under this Policy or a predecessor policy issued by the Insurer.

2. "Accidental" means caused by an Accident.

3. "Accidental Property Damage" means Property Damage caused by an Accident.

4. "Act" means the Atomic Energy Act of 1954, 42 U.S.C. §2011, et seg., as amended, and the regulations promulgated pursuant thereto.

5. "Actual Cash Value" means the amount determined by taking the Replacement Cost of the Insured Property and reducing it by straight-line depreciation at a rate of three percent (3%) per year, subject to a maximum depreciation of fifty percent (50%).

6. "Amount of Decormmissioning Liability Coverage" means the amount payable for decommissioning liability expenses pursuant to subsection 11.2, as calculated under the formula set forth in subsection II. 1.

7. "Attachment Point" means the greater of (i) the amount covered by all the Underlying Insurance Policies or (ii) $500,000,000.

8. "Debris Removal and Decontamination Coverage" means the coverage provided pursuant to paragraph 1.I (b).

9. "Declarations" means the declarations attached to, and made a part of, the Policy.

10. "Decommissioning Target Amount" means the amount approved by the Insurer as necessary to meet the costs of decommissioning the Unit, as adjusted to the Settlement Date.

11. "Decommissioning Target Document" means the document submitted by the Insured in estimating the costs of decommissioning the Unit after the Accident leading to decommissioning. The document shall include information required under 10 C.F.R. §50.75 and the cost estimates shall be based on then currently available industry data. The document shall be subject to the approval of the Insurer.

12. "Decommissioning Trust Fund" means the external sinking fund described by the NRC pursuant to 10 C.F.R. §50.75 to pay the costs of decommissioning the Unit at the end of its- licensed life.

13. "Delinquent Member" means any member insured, including the Member Insured, who fails to pay a retrospective premium adjustment due under this NEIL II - October 1. 2009 25 2009.01.26.15.06.42 X09-075

Policy or any Other Insurance Policy within twenty (20) business days after demand.

14. "Deposit Premium" means the amount that the Member Insured may be required to pay to the Insurer under this Policy, as detailed in to Section VI of this Policy, as security for future Retrospective Premium Adjustments.

15 "FERC" means the Federal Energy Regulatory Commission or any governmental body succeeding to the functions and authority thereof.

16. "Functional Age" means the remaining operating life of the Unit, stated as a percentage, as determined by dividing the number of years remaining on the Unit's Operating License as of the date of Accident, including any extension of the License that has been approved by the NRC as of the date of Accident, by the maxinmum number of years of operation permitted under the Unit's operating license issued by the NRC, including any extension of the License that has been approved by the NRC as of the date of the Accident, but in no case less than 25%

17. "Functional Total Loss Coverage" means the coverage provided pursuant to subsection 1.2.

18. "Functional Value" means the amount determined by multiplying the Generation Replacement Value for the Unit by the Functional Age.

19. "Generation Replacement Value" means value generated by the following formula: COST x 1,000 x MWe, where COST means the total overnight cost figure, on a kilowatt basis, as reported by the Energy Infonnation Administration of the Department of Energy in its forecast for advanced nuclear construction in effect as of the Date of Accident multiplied by .9 (90%), and MWe means the Megawatt Electric rating of the Unit as most recently reported by the Insured in documents filed with the Securities Exchange Commission (SEC).

20. "INPO" means the Institute of Nuclear Power Operations.

21. "Insured Property" means the property specified as such in Item 7 of the Declarations and situated at a location specified therein, or if not so identified, then the property as described in the Underlying Insurance Policies.

22. "Insureds" means, collectively, the Persons listed in Item 9 of the Declarations and the Member Insureds, which Persons may hereinafter be referred to individually as an "Insured."

23. "Insurer" means Nuclear Electric Insurance Limited.

24. "Loss" means, collectively, the expenses covered under paragraph 1.1(a) of the Policy, the expenses covered under paragraph 1. 1(b) of the Policy, the losses covered under paragraph 1.1(c) of the Policy, the losses covered under paragraph NEIL II - October 1, 2009 26 2009.0i.26.15.06.42 X09-075

1.2(a) of the Policy, and the expenses covered under subsectionr 11.1 of the Policy.

With respect to Sections IV and VI, Loss shall include, where applicable and without limitation, all costs of the Insurer attributable to paying, financing, litigating and settling such expenses and losses.

25. "Loss Control Standards" means the set of administrative and technical requirements adopted by the Insurer that are intended to minimize the risk of loss at Insured Sites.

26. "Member Insurance Program" means any program approved as such in accordance with the Bye-Laws of the Insurer.

27. "Member Insureds" means, collectively, the undersigned Persons, each of whom is subject to the rights and obligations hereof. The Member Insureds may hereinafter be referred to individually as a "Member Insured."

28. "Member Insureds of the Insurer" means the Member Insureds under this Policy or the Other Insurance Policies.

29. "Multiple" means the multiple selected by the Board of Directors of the Insurer (but not greater than the multiple specified in Item 5A of the Declarations) pursuant to paragraphs VI.3(a) and VI.3(b).

.30. "NRC" means the Nuclear Regulatory Commission or any governmental body succeeding to the functions and authority thereof.

31. "Nuclear Liability Coverage" means the coverage provided pursuant to paragraph 1.1(a).

32. "Operator" means those Persons, if any, other than the Member Insured, responsible for operating the Unit or Units covered by the Policy.

33. "Other Insurance Policy" means any Decontamination Liability, Decommissioning Liability, and Excess Property Insurance Policy or Blanket Excess Decontamination Liability, Decommissioning Liability and Excess Property Insurance Policy, other than this Policy, issued by the Insurer, or any Decontamination, Decommissioning and Excess Property Insurance Policy or Blanket Excess Decontamination, Decommissioning and Excess Property Insurance Policy issued by Overseas NEIL Limited.

34. "Other Member Insurance Policy" means any insurance policy, other than this Policy, issued by the Insurer to one or more Member Insureds of the Insurer under a Member Insurance Program.

35. "Person" means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

NEIL II - October 1, 2009 27 2009.01.26.15.06.42 X09-075

36. "Policy" means this Decontamination Liability, Decommissioning Liability and Excess Property Insurance Policy, including the Declarations, as it may hereafter be revised, amended or endorsed.

37. "Policy Year" means the policy year set forth in Item 3.B. of the Declarations.

38. "Premium" means the amount specified in Item 4 of the Declarations.

39. "Primary Policy" means a Primary Property and Decontamination Liability Insurance Policy issued by Nuclear Electric Insurance Limited or a Primary Property and Decontamination Insurance Policy issued by Overseas NEIL Linited, depending on which has been issued to the Insured.

40. "Property Damage" means direct physical damage to or destruction of Insured Property.

41. "Property Damage Coverage" means the coverage provided pursuant to paragraph 1.1(c).

42. "Replacement Cost" means the cost incurred for the repair or replacement of the Insured Property that sustained Accidental Property Damage. For purposes of determining Actual Cash Value pursuant to Section I hereof, in the event the replacement property is not readily available, then Replacement Cost for such Insured Property shall be the original book value of the damaged component, less any applicable AFUDC, adjusted for inflation using the applicable Handy Whitman Index.

43. "Resolution Plan" means a written document; mutually agreed upon by the Insured and Insurer, that explains the actions to be taken by the Insured to resolve the Inusred's non-compliance with a SHALL Requirement under the Loss Control Standards. The procedures for the development, and closure, of a Resolution Plan are contained in the Company's Loss Control Standards.

44. "Retrospective Premium Adjustment" means the amount of retrospective premium adjustment called or demanded of the Member Insured under this Policy as calculated pursuant to Section VI of this Policy, but not, in the aggregate, in excess of the Retrospective Premium Adjustment specified in Item 5B of the Declarations.

45. "Settlement Date" means the date on which the Member Insured certifies that the Insureds have discharged their legal obligation or liability to protect the public health and safety and to remove debris of and decontaminate the Insured Property following Accidental Property Damage.

46. "SHALL Requirement" means a standard within the Loss Control Standards that sets forth a minimum requirement to be met and maintained for the Insured NEIL II - October 1, 2009 28 2009.01.26.15.06.42 X09-075

Property to be insurable, and is identified as such within the Loss Control Standards.

47. "Shortfall" means the Decommissioning Target Amount minus the balance in the Decommissioning Trust Fund as of the Settlement Date.

48. "Specified Nuclear Liability Amount" means the amount described under subparagraph V. 13(b)(i).

49. "Underlying Insurance Policy" means the primary insurance policy and each excess policy other than this Policy covering the first party liability mad/or property risks of the Insured with respect to the Insured Property, but shall not mean any third party nuclear energy liability policy issued by American Nuclear Insurers, Nuclear Energy Liability Insurance Association or other third party liability insurer or other third party entity.

NEIL II - October 1. 2009 29 2009.01.26.15.06.42 X09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE Terms & Conditions Endorsement Member Insured: STP Nuclear Operating Company Site: South Texas Project Endorsement No. 1 Policy Number: X09-075 Effective Date: October 1, 2009 Effective Time of this Endorsement is 12:01 a.m. Standard Time miHamilton. Bermuda.

It is hereby noted and agreed that in the event of cancellation of the Policy pursuant to Section V.20, the Insurer shall send a copy of the written notice referred to therein to:

1. Bechtel Energy Corporation Attention: C. E. Feltman P.O. Box 2166 Houston, Texas 77252-2166;

2. Ebasco Constructors, Inc.

Attention: L. D. George P.O. Box 349 Wadsworth, Texas 77483 In every other respect, the provisions and stipulations of the Policy to which this Endorsement is attached remain unchanged.

This Endorsement does not increase the amount of insurance, provided under this Policy.

IN WITNESS WHEREOF, the parties hereto have caused this Endorsement to be executed and attested on their behalf.

INSURER:

Wilmington, Delaware Nuclear Electric Insurance Limited Date: As of October 1, 209......- By: "D z 'A.- T {

A t- David B. Ripsom, President Attest:__ _ _ _ _ _ _ _ _ _ _ _

MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company Date: As of October 1. 2009 By: " ___

Attorney-in-Fact Witness: J IAý NEIL 1I - October 1, 2009 1 2009.01.26.15.06.42 X09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON. DELAWARE Terms & Conditions Endorsement Member Insured: STP Nuclear Operating Company Site: South Texas Project Endorsement No. 2 Policy Number: X09-075 Effective Date: October 1, 2009 Effective Time of this Endorsement is 12:01 a.m. Standard Time in Hamilton, Bermuda.

In consideration of the payment of premium in the amount of $27,403, this endorsement documents that the Insurer has obtained insurance coverage for the Insured's Retrospective Premium obligation set forth in Item 5.B of the Declarations of the Policy. This insurance satisfies the requirements of Section VI (Retrospective Premiums), to provide assurance to the Insurer with respect to the Insured's ability to satisfy its Retrospective Premium obligation from April 1, 2009 to January 1, 2010.

The Retrospective Premium insurance is afforded under Section B of the Insurer's ceded reinsurance treaty, and coverage is provided in accordance with the Section B provisions of the treaty as stated below:

Section B - Retrospective Premium Assessment This Contractshallpcv up to $200,000,000 Ultimate Net Loss but only in the event that coverage offered by the NEIL II Policy has attached at least once during any annual period (within the periodper the Term Article) beginning January] and ending December 31, on an incurred basis qfter January 1, 2009 and retrospectivepremiums are assessed by the Board of Directors of NEIL. The Board of Directorsof NEIL shall have a period of up to twenn,-four (24) months to determine whether retrospective premiums shall be assessedfollowing the annualperiod in question. Retrospective premium assessments are callable only on the loss experience of the NEIL Primary,NEIL I and NEIL II Policies, and such assessments associatedwith each of these Policies are covered hereunder.

This Endorsement does not increase the amount of insurance provided under this Policy.

NEIL II - October 1, 2009 I 2009-01.26.15.06.42 X09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE IN WITNESS WHEREOF, the parties hereto have caused this Endorsement to be executed and attested on their behalf.

INSURER:

Wilmington, Delaware Nuclear Electric Insurance Limited Date: As of October 1,2009 - By:

David B. Ripsom. President Attest:

MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company

+/-J1 Date: As of October 1, 2009 By: r FAWt Attolffey-in-Fact Witness: _*.* W FI NEIL II - October 1, 2009 2 2009.01.26.15.06.42 X09-075

rr 1 NUCLEAR ELECTRIC INSURANCE LIMITED POLICYHOLDER DISCLOSURE NUCLEAR POLICY RENEWALS NOTICE OF TERRORISM INSURANCE COVERAGE EFFECTIVE DECEMBER 26, 2007 Coverage for acts of terrorism is already included in your current policy. However, under NEIL's Payment for Acts of Terrorism endorsement, your recovery for losses stemming from an act of terrorism could be limited by the terms of the endorsement. However, in accordance with the Terrorism Risk Insurance Program Reauthorization Act of 2007, which took effect December 26, 2007, (TRIPRA), NEIL's Payment for Acts of Terrorism endorsement would not cap the damages for any "certified" acts of terrorism under TRIPRA.

You are hereby notified that under TRIPRA, the definition of act of terrorism has changed. As defined in Section 102(1), the term "act of terrorism" means any act that is certified by the Secretary of the Treasury - in concurrence with other specified federal officials - to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion.

Under your coverage, any losses resulting fiom certified acts of terrorism may be partially reimbursed by the United States Government under a formula established in TRIPRA. Your policy may contain other exclusions which might affect your coverage. Under the fonnula, the United States Government generally reimburses 85% of covered terrorism losses exceeding the statutorily established deductible paid by the insurance company providing the coverage.

TRIPRA, contains a $100 billion cap that limits U.S. Government reimbursement as well as insurers' liability for losses resulting from certified acts of terrorism when die amount of such losses exceeds $100 billion in any one calendar year. If the aggregate insured losses for all insurers exceed $100 billion, any insurer that has met its deductible will not be liable to pay for any losses in excess of the $100 billion sustained by its insureds. Thus, if the $100 billion cap is reached, your coverage may be reduced.

NEIL is neither increasing, nor attributing any portion of, the annual premium for terrorism coverage, but a surcharge might be added to the premium if, after a certified act of terrorism, the federal Department of Treasury requires a recoupment of certain amounts paid by the federal government in accordance with the terms of TRIPRA.

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE Payments for Acts of Terrorism Endorsement Member Insured: STP Nuclear Operating Company Site: South Texas Project Endorsement No. 3 Policy Number: X09-075 Effective. Date: October 1, 2009 Effective Time of this Endorsement is 12:01 a.m. Standard Time in Hamilton, Bermuda.

It is hereby understood and agreed that this Policy is hereby amended as follows:

The following Section is hereby added to the Policy:

PAYMENTS FOR ACTS OF TERRORISM In the event that one or more Acts of Terrorism cause Accidental Property Damage under this Policy and under one or more Nuclear Insurance Policies within twelve months from the date the first Accidental Property Damage occurs:

1. Resources Available The Insureds' maximum recovery for all such Losses under this Policy and all Nuclear Insurance Policies shall be an aggregate of:

(a) $3.24 billion (U.S. dollars) plus; (b) such additional amounts as the Insurer recovers for such Losses from reinsurance, indemnity, and any other source, applicable to such Losses.

2. Allocation of Resources (a) The amount determined under paragraph 1 above shall first be used to pay for all such Losses payable under all applicable Primary Property and Decontamination Liability Insurance Policies (excluding any Losses payable under all Business Interruption and/or Extra Expense Insurance Policy Endorsements), Primary Property and Decontamination Insurance Policies (excluding any Losses payable under all Business Interruption and/or Extra Expense Insurance Policy Endorsements), Operating Facility Policies, Decontamination Liability, Decommissioning Liability and Excess Property Insurance Policies, Decontamination, Deconmnissioning NEIL II - October 1, 2009 1 2009.01.26.15.06.42 X09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE and Excess Property Insurance Policies, Blanket Excess Decontamination Liability, Decoinurissioning Liability and Excess Property Insurance Policies, and Blanket Excess Decontamination, Decommissioning and Excess Property Insurance Policies (collectively "Property Losses").

(b) If such Property Losses for all Insureds exceed the amount determined under paragraph 1 above, the Insured's maximum recovery shall be the amount determined under paragraph 1 above times a fraction, the numerator of which is the Insured's recovery for the Property Losses resulting from Accidental Property Damage, but for this Section, and the denominator of which is the sum of all Insureds' recovery for Property Losses resulting from Accidental Property Damage under all applicable Nuclear Insurance Policies, including this Policy, but for this Section.

(c) Notwithstanding paragraph I and subparagraph 2(b) above, if the payments made pursuant to subparagraph 2(b) exhaust the amount determined under paragraph 1, without paying for all the Insured's Property Losses, the Insured shall recover such additional amounts that the Insurer recovers from reinsurance, indemnity, or other source, for the Insured's Property Losses.

3. Declarations Page Nothing herein shall be construed toý entitle the Insured to recover more than the amount of the Policy Limits stated in Item 6 of the Declarations.

4. Relevant Period The twelve-month period specified above shall commence on the date of the first Accidental Property Damage caused by an Act of Terrorism. The first Accidental Property Damage caused by an Act of Terrorism that occurs after this or any other twelve-month period shall trigger a new twelve-month period.

5. Definitions For the purposes of this Section only:

(a) "Act of Terrorism" means any act by a person, group, or organization that appears to be intended to: (i) intimidate or coerce a civilian population, or (ii) disrupt any segment of the economy in the country where the insured plant is located; or (iii) influence the policy of a government by intimidation or coercion; or (iv) affect the conduct of a government by mass destruction; provided, however, that an Act of Terrorism for purposes of this Policy shall not include any act excluded by the War Risk Exclusion.

NEIL II - October 1, 2009 2 2009.01.26.15.06.42 X09-075

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON. DELAWARE (b) "Nuclear Insurance Policy" means any Primary Property and Decontamination Liability Insurance Policy, or Primary Property and Decontamination Insurance Policy, or Operating Facility Policy, or any Decontamination Liability, Decommissioning Liability and Excess Property Insurance Policy, or Decontamination, Decommissioning and Excess Property Insurance Policy or any Blanket Excess Decontamination Liability, Decolmnissioning Liability And Excess Property Insurance Policy, or Blanket Excess Decontamination, Decommissioning And Excess Property Insurance Policy, other than this Policy, issued by the Insurer or by Overseas NEIL Limited.

6. Authorized Changes to this Section The Insurer's Board of Directors will have the authority to alter or replace the definition of the term "Act of Terrorism" and any other provision of this Section in order to facilitate the availability of resources that may be made available by the Government in the country where the insured plant is located.

IN WITNESS WHEREOF, the parties hereto have caused this Endorsement to be executed and attested on their behalf.

INSURER:

Wilmington, Delaware Nuclear Electric Insurance Limited Date: As of October 1,,2 DO,-'§ By:

David B. Ripsom, President Attest: -*

MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company Date: As of October 1, 2009 By:

Attorney-in-Fact Witness:

NEIL II - October 1, 2009 2009.01.26.15.06.42 X09-075

NEIL II - Rating Calculation Sheet Member Insured: STP Nuclear Operating Company Site: South Texas Project Policy Number: X09-075 Recovery Limit: $1,250,000,000 2009 Renewal Effective Date: October 1, 2009 Expiration Date: October 1, 2010 Number of Units: 2 Gross Nuclear Loading per Million: $1,032 Multi-Unit Charge: 20.00% $206 Net Nuclear Loading: $1,238 Base Plant Operations Credit: 20.000%

Effective Plant Operations Credit: 30.000%

NEIL Primary Credit: 10.000%

Total Credits: 40.000% $(495)

Nuclear Loading After Credits: $743 Program Modifier: 0.0000%

Rate per Million: $743.0400 Premium for first $500 Million (100% of rate): $371,520 Premium for $500 Million xs $500 Million (85% of rate): $315,792 Premium for $250 Million xs $1,000 Million (75% of rate): $139,320 Annual Premium at Effective Recovery Limit: $826,632 Retrospective Premium Adjustment (10 times Annual Premium): $8,266,320 Previous Annual Premium:

Additional Annual Premium: 0.00% $826,632 Pro-rata Factor: 1.0000 NEIL II PREMIUM DUE: $826,632 X09-075 Page 1 of 1 2009.01.26.15.06.42

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE BLANKET EXCESS DECONTAMINATION LIABILITY, DECOMMISSIONING LIABILITY AND EXCESS PROPERTY INSURANCE POLICY Declarationsattached to and made a part of Policy No. BX09-007 Item 1.

Member Insured Indiana Michigan Power Company

,Member Address c/o American Electric Power Service Corporation as Agent 1 Riverside Plaza Columbus, Ohio 43215-2373 NEIL II Underlying Policy No. X09-019 100%

Member Insured Pacific Gas and Electric Company Member Address P.O. Box 770000 San Francisco, California 94177 NEIL II Underlying Policy No. X09-042 100%

Member Insured STP Nuclear Operating Company Member Address P.O. Box 289 Wadsworth, Texas 77483 NEIL II Underlying Policy No. X09-075 100%

Item 2. Insurer: Nuclear Electric Insurance Limited Mailing Address: 1201 N. Market Street, Suite 1100, Wilmington, Delaware 19801 Item 3. A. Policy Period:

From October 1, 2009 to October 1, 2010 (Date) (Date)

NEIL 1I Blanket - October 1, 2009 2009.03.19.17.27.47 BX09-007

B. Policy Year:

From October 1, 2009 to October 1, 2010 (Date) (Date)

All dates used to determine the Policy Period, Policy Year, or used as the effective date of any endorsement have as their effective time 12:01 a.m. Standard Time in Hamilton, Bermuda.

Item 4. Prenmium Payments required from each Member Insured:

Premium Amount Cook $462,971 Diablo Canyon $462,971 South Texas Project $411,530 Total Premium Payable $1,337,472 Item 5. A. Multiple: 10 B. Maximum Retrospective Premium Adjustment for each Member Insured:

Retrospective Premium Adjustment Cook' $4,629,710 Diablo Canyon $4,629,710 South Texas Project $4,115,300 Total Retrospective Premium Adjustment $13,374,720 Item 6. Amount of Blanket Limit: $1,000,000,000 Item 7. Description and location of property covered (if self insured):

Identical to Item 7 of the Declarations of each of the NEIL II Policies identified under Item 1 of the Declarations of this Policy.

Item 8. Attachment Point: $1,750,000,000 NEIL II Blanket - October 1, 2009 II 2009.03.19.17.27.47 BX09-007

Item 9. Insureds:

Identical to Item 9 of the Declarations of each of the NEIL II Policies identified under Item 1 of the Declarations of this Policy.

Item 10. Loss Payee Clause:

Identical to Item 10 of the Declarations of each of the NEIL II Policies identified under Item 1 of the Declarations of this Policy.

NEIL II Blanket - October 1, 2009 iii 2009.013.19.17.27.47 BX09-007

Policy No. BX09-007 NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE AND EXCESS PROPERTY BLANKET EXCESS DECONTAMINATION LIABILITY, DECOMMISSIONING LIABILITY INSURANCE POLICY This is a blanket excess policy. There is no reinstatement of the Blanket Limit after a loss.

The blanket limit amount set forth in Item 6 of the Declarations is shared among the Member Insureds identified in Item I of the Declarations. This Policy follows the form of the NEIL II Policies identified under Item 1 of the Declarations. No provision of this Policy shall be construed to make any changes in any of these NElL II Policies.

This Blanket Excess Decontamination Liability, Decommissioning Liability and Excess Property Insurance Policy is made by and among the undersigned Member Insureds and Nuclear Electric Insurance Limited, a Bermuda mutual company with limited liability.

The Insurer is only licensed in Bermuda and Delaware and the Insureds will not be protected by the guaranty finds of any U.S. jurisdiction.

The Member Insureds will be required to execute the Policy in Delaware. The Policy will become effective only upon the acceptance of the delivery of the Policy by the Member Insureds at the Insurer's office in Delaware. The Policy will only become effective if this procedure is followed.

NEIL II Blanket - October 1, 2009 I 2009.01-26.09.50.05 BX09-007

I. INSURING AGREEMENT In consideration of the premium paid, and subject to the terms and conditions of this Policy, the Insurer agrees to pay an amount up to the Blanket Limit Amount for Losses insured under one or more of the NEIL IHPolicies identified under Item I of the Declarations, subject to such Losses exceeding the Attachment Point.

IN WITNESS WHEREOF, the parties hereto have caused this Policy to be executed and attested on their behalf.

INSURER:

Wilmington, Delaware Nuclear Electric Insurance Limited Date: As of October 1, 2009 By: )90 . L' David B. Ripsom, President

• Attest MEMBER INSURED:

Wilmington, Delaware Indiana Michigan Power Company Date: As of October 1. 2009 By: 4 ý~~t Attorney-r-Fact Witness:

MEMBER INSURED:

Wilnington, Delaware Pacific Gas and Electric Company By: ."

Date: As of October 1, 2009 Attorney-in-Fact Witness:

MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company n'LL Ict. e:

Al 1.2 C.LV1 b Uso c~.tt*

o

.A er I

£ V- By:

Attorney-in-Fact Witness: ~ LJIu NEIL II Blanket - October 1, 2009 2 2009.01-26.09.50.05 BX09-007

IL. BLANKET LIMIT AMOUNT The Blanket Limit amount set forth under Item 6 of the Declarations is the maximum amount the Insurer will pay during the Policy Period for any and all Losses that are covered under this Policy.

Every Loss covered under this Policy reduces, as of the date of such Loss, the Blanket Limit available under this Policy by the amount of such Loss, and this Policy shall apply thereafter only for the reduced amnount.

III. FOLLOWING FORM PROVISIONS The NEIL II Policies identified under Item I of the Declarations are incorporated herein and made a part hereof, with the following exceptions.

A. The Declarations pages of each of the NEIL II Policies are replaced with the Declarations pages of this Policy.

B. Section I of the NEIL II Policy, Definitions, is amended as follows:

The following Definition is amended to read as follows:

"Attachment Point" means the greater of (i) the amount covered by all the Underlying Insurance Policies or (ii) the amnount specified in Item 8 of the Declarations.

C. Section V.8 of the NEIL II Policy, DecontaminationLiabilit, andExcessPropertv Coverage, is amended as follows:

8. In the event that Accidental Property Damage under this Policy, and under one or more Other Insurance Policies with insurance coverage effective during the Policy Year is caused directly or indirectly by any single Accident which is either listed in subparagraphs V.7(a)(i), (ii) or (iii) hereof, or which involves radioactive contamination, or by any Accident which ensues directly or indirectly firom an Accident listed in subparagraphs V.7(a)(i), (ii) or (iii) hereof or from an Accident involving radioactive contamination, the Insureds agree that:

(a) The Insurer's liability for all such Accidental Property Damage shall not exceed the greater of (A) sum of the Amount of Blanket Limit, as stated in Item 6 of the Declarations, plus the Amount of Decontamination Liability, Decommissioning Liability and Excess Property Insurance Requested, as stated in Item 6 of the Declarations of the NEIL II Policy, or (B) the highest of the Amount of Decontamination Liability, Deconmmissioning Liability and Excess Property Insurance Requested, as stated in the Declarations of the Other Insurance Policies, or (C) the sum of the Amount of Decontamination Liability, Decommissioning Liability and Excess Property Insurance NEIL II Blanket - October 1,2009 2009.01.26.09.50.05 BX09-007

Requested, as stated in the Declarations of the Other Insurance Policies, plus the Amount of Blanket Limit of the Blanket Limit Following Form Policy providing coverage with respect to the same Accident.

(b) The Insurer's liability under this Policy shall be the amount detennined under paragraph V.8(a) above times a fraction, the numerator of which is the Insurer's liability for the Accidental Property Damage under this Policy and the NEIL II Policy but for this subsection V.8, and the denominator of which is the sum of the Insurer's liability for the Accidental Property Damage under this Policy, and the NElL II Policy, and all Other Insurance Policies and all other Blanket Limit Following Form Policies, but for this subsection.

NEIL 11 Blanket - October 1, 2009 4 2009.01.26.09.50.05 BX09-007

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON, DELAWARE Terms & Conditions Endorsement Indiana Michigan Power Company, Pacific Gas andElectric Company and Member Insured: STP Nuclear Operating Company Cook, Diablo Canyon and South Site: Texas Project Endorsement No. I Policy Number: BX09-007 Effective Date: October 1, 2009 Effective Time of this Endorsement is 12:01 a.m. Standard Time in Hamilton, Bermuda.

In consideration of the payment of premiumn in the amount of $13,624 by STP Nuclear Operating Company, this endorsement documents that the Insurer has obtained insurance coverage for STP Nuclear Operating Company's Retrospective Premium obligation set forth in Item 5.B of the Declarations of the Policy. This insurance satisfies the requirements of Section VI (Retrospective Premiums), to provide assurance to the Insurer with respect to STP Nuclear Operating Company's ability to satisfy its Retrospective Premium obligation.

The Retrospective Premium insurance is afforded under Section B of the Insurer's ceded reinsurance treaty, and coverage is provided in accordance with the Section B provisions of the treaty as stated below:

Section B - Retrospective Premium Assessment This Contractshallpay up to $200,000,000 Ultimate Net Loss but only in the event that coverage offered by the NEIL II Policy has attached at least once during atny annual period (within the periodper the Term Article) beginningJanuary] and ending December 31, on an incurredbasis after Janua6'1], 2009 and retrospectivepremiums are assessed by the Board of Directorsof NEIL. The Board of Directorsof NEIL shall have a period of up to twenty;-four (24) months to determine whether retrospective premiums shall be assessed Ibliowing the annualperiod in question. Retrospective premium assessments are callable only on the loss experience of the NEIL Primary,NEIL I and NEIL II Policies, and such assessments associatedwith each of these Policies are covered hereunder.

This Endorsement does not increase the amount of insurance provided under this Policy.

NEIL II Blanket - October 1, 2009 I 2009.02.04.12.48.05 BX09-007

NUCLEAR ELECTRIC INSURANCE LIMITED WILMINGTON. DELAWARE N,

IN WITNESS WHEREOF, the parties hereto have caused this Endorsement to be executed and attested on their behalf.

INSURER:

Wilmington, Delaware Nuclear Electric Insurance Limited Date: As of October 1, 2009 By: I" t3

`---a David B. Ripsorn, President Attest:

MEMBER INSURED:

Wilmington, Delaware Indiana Michigan Power Company Date: As of October 1, 2009 By: 41- tfAA6 Attorney-in-Fact Witness: (-j) Jikc/

MEMBER INSURED:

Wilmington, Delaware Pacific Gas and Electric Company Date: As of October 1, 2009 Attorney-in-Fact Witness:

MEMBER INSURED:

Wilmington, Delaware STP Nuclear Operating Company Date: As of October 1 2009 By:

SAttoley-in-Fact Witness:

NEIL 1IBlanket - October 1, 2009 2 2009.02.04.12.48.05 BX09-007

NEIL II- Blanket Rating Calculation Sheet Member Insured: Indiana Michigan Power Company, Pacific Gas and Electric Company and STP Nuclear Operating Company Site: Cook, Diablo Canyon and South Texas Project Policy Number: BX09-007 Recovery Limit: $1,000,000,000 2009 Renewal Laver Limits in Layer Attachment Point: $1,750,000,000 $1,250,000,000 (of NEIL II Layer) 0- 0.5 BB: 0 Effective Date: October 1, 2009 0.5 - 1.0 BB: 0 Expiration Date: October 1,2010 Number of Sites: 3 > 1.0 BB: 1,000,000,000 Previous Additional Annual Retro Annual Annual Pro-Rata Blanket Sites Premium Premium Premium Premium Factor Premium Due Cook $462,971 $4,629,710 462,971 462,971 Diablo Canyon $462,971 $4,629,710 462,971 462,971 South Texas Project $411,530 $4,115,300 411,530 411,530 Totals $1,337,472 $13,374,720 $0 $1,337,472 1.0000 $1,337,472 Premium for 1 st $1 MM in Share of Underlying Premium Premium Premium 100% Premium x Blanket Sites NEIL II Policy Policy 0-0.5 BB 0.5-1.0 BB >1,0 BB Premium Blanket % Blanket % Premium Cook X09-019 835.9200 $0 $0 $626,940 $626,940 100.00% $626,940 34.62%

Diablo Canyon X09-042 835.9200 $0 $0 $626,940 $626,940 60.00% $376,164 34.62%

South Texas Project X09-075 743.0400 $0 $0 $557,280 $557,280 60.00% $334,368 30.77%

Totals $1,337,472 BX09-007 Page 1 of 1 2009.01.26.09.50.05