RS-12-200, Standby Trust Agreement

Standby Trust Agreement

ML12321A433
Person / Time
Site:	Limerick
Issue date:	11/16/2012
From:	Simpson P Exelon Generation Co
To:	Office of Nuclear Reactor Regulation, Document Control Desk
References
RS-12-200
Download: ML12321A433 (14)

Text

1

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10 10 CFR CFR 50.75(h)(1)

RS-12-200 RS-12-200 November 16, November 16, 2012 2012 U.S. Nuclear Nuclear Regulatory Regulatory Commission Commission ATTN:

A Control Desk TIN: Document Control Washington,DC Washington, DC 20555-0001 20555-0001 Limerick Generating Station, Station, Unit Unit 11 Facility Operating License Nos. NPF-39 NPF-39 NRC Docket Nos. 50-352

Subject:

Standby Trust Agreement

References:

1. Letter from Patrick R.

from Patrick R. Simpson (Exelon Generation Company, Company, LLC) to U. U.S. NRC, "Response S. NRC, "Response to to Request Requestfor forAdditional Additional Information Regarding Status Status ofof Decommissioning DecommissioningFunding Funding Assurance,"

Assurance," dated dated May May 21,2012 21, 2012

2. Register Notice, Federal Register Notice, "Decommissioning "Decommissioning Planning,"Planning," 76 FR FR 35512, dated June June 17, 2011 2011 As described described inin Reference Reference 1,1,Exelon ExelonGeneration Generation Company, Company, LLC (EGC) (EGC) is using using aa parent parent company company guarantee guarantee as aspart partof of the the decommissioning decommissioningfunding funding assurance assurancefor forLimerick Limerick Generating Generating Station, Station, Unit Unit 1.

1. Reference Reference2 2modified modified10 10CFR CFR30,30,Appendix AppendixA, A,Section SectionIII.D, 111.0, to to require that the require that the parent parent company company guarantee guarantee be payable to to aa standby standbytrust.

trust. Per Per Reference Reference 2,2, the the revised revised rule rule is is effective effective December December 17, 17, 2012.

2012.The TheStandby StandbyTrust Trust created created by by EGC EGC in in response responseto to the the1010CFR CFRrevision revision isis provided provided in in Attachment 1. The The Standby Trust was effective as of November Standby Trust was effective as of November 15, 2012. 15, 2012.

Attachment Attachment 2 contains an Assignment to the amended amended parentparent company company guarantee.

guarantee. TheThe purpose purpose of ofthe the Assignment Assignmentisistotoconfirm confirm that that the the existing existingparent parentcompany companyguarantee, guarantee,ifif required required for decommissioning decommissioning activities, activities, will will be be paid paid into into the the Standby StandbyTrust.

Trust.

November 16, November 16, 2012 2012 U.S. Nuclear Regulatory U.S. Regulatory Commission Page 2 Page Note that, Note that, as required required by 10 CFR 30, 30, Appendix Appendix A, A, an an updated updated financial financial test test for for the parent guarantee will be performed and provided parent guarantee will be performed and provided to the NRC 90to the NRC 90 days after after the close close of of the fiscal year (i.e.,

the fiscal year (Le., by March 31, 2013).

March 31,2013).

There are no new regulatory There regulatory commitments made made inin this this letter.

letter.

IfIf you you have any questions about this letter, letter, please please contact me at (630) 657-2823.

657-2823.

TJk1R Patrick R.

Patrick R. Simpson Simpson Manager - Licensing Exelon Generation Company, Exelon Company, LLC cc: Regional Administrator Regional Administrator-- NRC Region Region II NRC Senior Resident Resident Inspector Inspector - Limerick Limerick Generating Generating Station Station Attachments:

1. Proposed Standby Trust Agreement Agreement forfor Limerick Limerick Generating Generating Station Station Unit Unit 11

2. Assignment Assignment to to Amended Amended Guarantee Guarantee

ATTACHMENT 11 ATTACHMENT Proposed Standby Trust Agreement for Limerick Proposed Limerick Generating GeneratingStation StationUnit Unit11

STANDBY TRUST AGREEMENT AGREEMENT FOR FOR LIMERICK LIMERICKSTATION, STATION,UNIT UNIT11 TRUST AGREEMENT, the Agreement entered into as of of November K, November I, 2012 2012 bybyand and between EXELON EXELON GENERATION GENERATION COMPANY, COMPAlW,LLC, LLC,aaPennsylvania Pennsylvaniacorporation, corporation, herein herein referred referred toto as as the the"Grantor,"

"Grantor,"and andTHE THENORTHERN NORTHERN TRUST TRUST COMPANY, COMPANY, 50 50South SouthLaSalle LaSalle Street, Chicago, IL 60603, the "Trustee."

"Trustee."

WHEREAS, the the U.

U.S.S. Nuclear Regulatory Commission (NRC), an an agency of ofthe the U.S.

U.S.

Government, pursuant pursuant toto the the Atomic Energy Act Act of of1954, 1954,asasamended, amended,and andthe theEnergy Energy Reorganization Act of 1974, 1974, hashas promulgated promulgated regulations regulations in in Title Title 10, 10,Part 50, of the Code Part 50, of Code of Federal Regulations (10 CFR CFR Part Part 50).

50). These Theseregulations, regulations,applicable, applicabletotothetheGrantor, Grantor,require requirethat that a holder of, or an applicant for, a 10 10 CFR CFR Part Part 50 license licenseprovide provideassurance assurance that that funds funds will willbebe available when neededneeded for required decommissioning activities.

required decommissioning activities.

WHEREAS, the Grantor has elected, elected, when when necessary, necessary,to touse useaaparent parentguarantee guarantee to to provide part of of such financial assurance for for Limerick Station, Unit 1; Limerick Station, 1; WHEREAS, when payment is required to be be made made under under the parent guarantee, guarantee, this Standby Trust shall be used for the receipt of of such such payment; payment; and and WHEREAS, the Grantor,Grantor, acting acting through through itsits duly duly authorized authorizedofficers, officers, has has selected the Trustee to be the trustee under this Agreement, Agreement, and and the the Trustee Trustee isis willing willingtotoact actasastrustee; trustee; NOW, THEREFORE, the Grantor Grantor and the Trustee agree as follows: follows:

Section 1.1. Definitions.

Definitions. As Asused usedininthis this Agreement:

Agreement:

(a)

(a) The term "Grantor" means the NRC licensee who enters into this Agreement and any successors or assigns of the Grantor.

(b)

(b) The term "Trustee" means the trustee who enters enters into into this this Agreement and and any any successor Trustee.

Section 2.2. Costs Costs ofof Decommissioning. This This Agreement Agreement pertains to the costs costs of of decommissioning Limerick Station, Unit 1, 1, as as identified identified in in License License NumberNPF-39, issued issued pursuant to 10 10 CFR Part Part 50.

50.

Section 3.3. Establishment Establishment of of Fund. The TheGrantor Grantorand andthe the Trustee Trustee hereby hereby establish establish aa Standby Standby Trust Trust Fund (the "Fund")

"Fund") for for the the benefit benefit of ofthe the Grantor Grantorbut butonly onlytotothe theextent extentthe theprovisions provisionsofof31 31 U.S.C. 3302(b) would not be applicable. The The Grantor and the Trustee intend that no thirdparty Grantor and the Trustee intend that no third party access to the shall have access the Fund except as provided herein. herein. The The Trustee Trustee shall shall not not be be responsible responsiblenor nor shall it undertake any responsibility for the amount of, or adequacy of the Fund, nor any duty to

collect from from thethe Grantor, Grantor, any any payments payments necessary necessaryto todischarge dischargeany any liabilities liabilities of the Grantor established by NRC.

Section 4. Payments Constituting the Fund.

4. Payments Payments made Fund. Payments made to the Trustee Trustee for the Fund for the Fundshall shall consist of cash, cash, securities, securities, or or other other liquid liquid assets assets acceptable acceptableto tothe theTrustee. The Fund Trustee. The Fundisis established initially as as consisting consisting of of the the property property acceptable acceptable to to the theTrustee.

Trustee. Such Suchproperty propertyand and any other property property subsequently subsequently transferred transferredto tothe theTrustee Trusteeare arereferred referredto toas as the the "Fund,"

"Fund," together with all earnings earnings and profits profits thereon, thereon, less less any any payments payments or or distributions distributions made made by the Trustee pursuant to to this this Agreement.

Agreement. The Fund shall be held held byby the the Trustee, Trustee, IN IN TRUST, TRUST, as hereinafter provided.

Section 5. 5. Payment Payment for Required Activities Activities Specified Specified in in the the Plan.

Plan. The Trustee Trustee shall shall make make payments fromfrom the the Fund to to the the Grantor Grantor or or to to aa decommissioning decommissioning contractorcontractor of of the Grantor, as the Grantor may designate, upon presentation to the Trustee of the following:

(a) A certificate certificate duly duly executed executed by by the the Vice Vice President President Finance Finance(Nuclear)

(Nuclear) of of the the Grantor (or such other authorized officer as as may may be designated designated by the Grantor) attesting attestingto tothe the events, and in the form set forth occurrence of the events, forth in the attached Specimen SpecimenCertificate Certificate (Appendix A), and (b) A certificate attesting to certificate attesting to the the following followingconditions:

conditions: (1) that decommissioning decommissioning isis proceeding pursuant to to an an NRC-approved NRC-approved plan, plan, and and (2)

(2) that that the the funds funds withdrawn will be expended for activities undertaken pursuant pursuant to to that that plan.

plan.

Notwithstanding the the foregoing, foregoing, except except forfor payments payments for for administrative administrative costs (including taxes and other incidental expenses of the Fund (including legal, accounting, accounting, actuarial, actuarial,andand Trustee expenses)) in connection with the operation of the Fund, no disbursements disbursements or orpayments payments from the Fund shall be made: made: (1)

(1) unless unless 3030 working working days days prior prior written written notice notice ofof such disbursement or payment has been made to the NRC or (2) if the Trustee receives receives written writtennotice notice ofan of an objection from the NRC's from the NRC's Director of the Office of Nuclear Reactor Regulation the the Office of Nuclear Reactor Regulation or the Director of thethe Office Office ofof Nuclear NuclearMaterial MaterialSafety Safetyand andSafeguards, Safeguards,asasapplicable.

applicable. Except Except that that the the foregoing shall not apply if the Grantor is is making a withdrawal pursuant to 10 10 CFR CFR50.82(a)(8).

50.82(a)(8).

In the event of the Grantor's default or inability to direct decommissioning activities, the Trustee shall: (1) make shall: (1) make payments payments from the Fund as the NRC or State agency shall shall direct, direct, in in writing, to provide for the payment of the the costs costs of required activities covered by by this thisAgreement; Agreement; (2) make disbursements to the Grantor or other persons persons as as specified by the NRC, NRC, or orState Stateagency, agency, the fund from the fund for for expenditures expenditures for for required required activities activities in in such such amounts amounts as the NRC, NRC, or orState State agency, shall direct in writing; and (3) (3) refund refund to to the the Grantor Grantor such amounts remaining after the license has been terminated or as the NRC or State Agency specifies specifies in writing. Upon Upon refund, refund, such funds shall no longer constitute part of of the Fund as defineddefined herein.

Standby Trust Agreement Agreement Page 22

Upon presentation presentation of of the thecertiticates certificatesdescribed describedabove aboveto to the the Trustee Trustee or upon upon receipt receipt of ofaa direction to to make make aa distribution distributionfrom fromthe theNRCNRCor orState StateAgency Agencyas asdescribed described in this Section, Section, the the process aapayment Trustee shall process paymentininthe theamount amountset setforth forthininsuch suchcertificates certificates or direction and shall shall not be responsible, responsible, nor norshall shallititundertake undertakeany anyresponsibility, responsibility,to to verify verify any any matters set forth forth inin such certificates certiticates or direction.

direction.

Section 6.

Section 6. Trust Management.

Management. Grantor shall appoint appoint oneone or more Investment Investment Managers Managers (each (eachanan Manager")to "Investment Manager") to manage managethe theassets assetsof ofthe theFund Fundand andshall shall direct direct the Trustee with with respect respect segregation of to the segregation ofthe theassets assetsofthe of theFund Fundtotobe bemanaged managedby byeacheachsuch such Investment Investment Manager. In In the event an an Investment InvestmentManagerManagerresigns resignsor orisisotherwise otherwisetenninated terminatedfor for any any reason with respect respect to a portion of the the Fund's Fund's assets, assets, thethe Grantor Grantor shallshallappoint appointone one or or more more successor successor Investment Investment Managers with Managers with respect respecttotosuchsuchassets.

assets. TheThe Trustee Trustee shall shall act act with with respect respect to to assets assets in inthe theFund Fund only asas directed directed by bythetheapplicable applicableInvestment InvestmentManager.Manager.The TheTrustee Trusteeshall shall invest and reinvest the principal andand income income of ofthe theFund Fundand andkeep keepthe theFund Fundinvested investedas asaasingle single fund, without between principal distinction between principaland andincome, income,ininaccordance accordancewith withdirections directions of the Investment Manager. In Manager. In investing, investing, reinvesting, reinvesting, exchanging, selling, and managing managing the the Fund, Fund, thethe Grantor Grantor require the shall require the Investment InvestmentManagerManagertotodischarge dischargeitsitsduties dutieswithwithrespect respect to to the the Fund in the best interest of thethe beneficiary beneficiary and andwith withthe thecare, care,skill, skill,prudence, prudence, and and diligence diligence underunderthe the circumstances then prevailing, which persons of prudence, circumstances then prevailing, which persons of prudence, acting in a like acting in a like capacity and familiar with such matters, matters, would would useuse inin the the conduct conduct of of anan enterprise enterprise of of a like character characterand andwithwithlike like aims; except that:

(a) Grantor shall The Grantor shall ensure ensurethatthatno noInvestment InvestmentManagerManagerdirectsdirectsthethe Trustee Trustee to acquire or securities or hold securities orother otherobligations obligationsof ofthetheGrantor, Grantor,ororany anyother otherowner owner or operator of any nuclear power reactor, reactor, or or any any ofof their theiraffiliates, affiliates,subsidiaries, subsidiaries, successors, successors, or orassigns, assigns,as as defined in the deiined the Investment InvestmentCompany CompanyAct Actof of1940, 1940,asasamended amended (15 (15 U.S.C. 80a-2(a)),

80a-2(a>>, or in mutual fund a mutual fund ininwhich whichatatleastleast5050percent percentofofthe theFund Fundisisinvested invested in the securities of an NRC licensee licensee of of aa nuclear nuclearpowerpowerplant, plant,ororaaparent parentcompany companywhose whose subsidiary is an owner or or operator operatorof ofaaforeign foreignor ordomestic domesticnuclear nuclearpower powerplant.

plant. TheThe Investment Investment Manager may Manager may direct directthetheTrustee Trusteetotoacquire acquireororhold holdan aninvestment investment tied tied to to market market indices or nonnuclear-sectorcollective, other nonnuclear-sector collective,commingled, commingled,or ormutual mutual funds (i.e. (Le. aa mutual mutual fundfundinin which less that that 50 50 percent percent of ofthe the Fund Fundisis invested investedin in the the securities of ofaa licensee licenseeor oraa parent company company whosewhose subsidiary subsidiary isis an anowner owneror oroperator operator of of a foreign foreign or or domestic domestic nuclear power power plant),

plant), however, however,that thatnonomore morethanthan 10 10 percent percent of of trust trust assets assets maymay bebe indirectly invested indirectly invested in in securities securitiesof ofany anyentity entityowning owningor or operating operating one or or more more nuclear nuclear power plants.

(b) reasonabletime, For a reasonable time, notnot to to exceed exceed60 60days, days, thethe Trustee Trustee is authorized authorizedto to hold hold uninvested uninvested cash,cash, awaiting awaiting investment investmentor ordistribution, distribution, without without liability liabilityfor for the the payment of of interest thereon.

Standby Trust Agreement Page 33

(c) Grantor shall The Grantor shall ensure that any Investment Manager shall adhere to the applicable State-specific investment standard andlor applicable State-specific investment and/or the "prudent investor" standard as standard as specified specified in in 18 18 CFR 3532(a)(3) 35.32(a)(3) of the Federal Energy Regulatory Commission regulations or any successor regulation thereto (the "Prudent Investor Standard"); and (d) The Grantor, The Grantor, its affiliates, and its subsidiaries are prohibited from acting as manager for investment manager for the the funds funds or iromfrom giving day-to-day management the funds' investments direction of the investments or or direction direction onon individual individual investments investmentsby by the the funds except that funds that the the Grantor, or an affiliate affiliate or subsidiary, may act as an investment manager in the case of passive fund management of of trust funds where management is limited to investment-tracking investment-tracking market market indices.

indices.

Section 7. 7. Commingling Commingling and and Investment.

Investment. The TheTrustee Trusteeisisexpressly expresslyauthorized authorizedatatthe thedirection direction of of the Investment Manager:

Manager:

(a) To transfer, from time to time, any or all of of the assets of of the Fund to any common, commingled, or collective trust fund created by the Trustee in which the Fund is eligible to participate, subject toto all of the provisions thereof, to be commingled with the assets of of other trusts participating therein; and (b) To purchase shares in any investment company registered under the Investment Company Act of 1940 (15 (15 U.S.C. 80A-1 80A-l et seq.), including one that may be created, managed, or underwritten, or to which investment investment advice advice is is rendered, rendered, or orthe the shares shares ofofwhich whicharearesold sold by the Trustee. The The Trustee Trustee may may vote vote such suchshares shares in inits its discretion.

discretion.

Section 8. Express Express Powers Powers of ofTrustee.

Trustee. Without in any way limiting the powers and discretion conferred upon the Trustee by the other provisions provisions of ofthis this Agreement Agreement or orbybylaw, law,inincarrying carryingoutout directions given to the Trustee hereunder, the Trustee Trustee isis expressly expresslyauthorized authorizedand andempowered:

empowered:

(a) To sell, exchange, convey, transfer, or otherwise dispose of of any property held by it, by public or private sale, as necessary, necessary, forfor prudent prudent management managementof ofthe the Fund; Fund; (b) To make, execute, acknowledge, and deliver any any and all documents of of transfer and conveyance and any and all other instruments that may be be necessary necessaryor orappropriate appropriate to to carry out the powers herein granted; granted; (c) To register any securities held in in the the Fund Fund in in its its own ownname, name,or orininthe thename nameofofa a nominee, nominee, and to hold any security in bearer bearer form or or in in book book entry, entry, or ortoto combine combinecertificates certificates representing such securities with certificates certificates of ofthe the same same issue issue held held by bythetheTrustee Trusteeinin other fiduciary capacities, to reinvest interest and and dividend dividend payments payments and andfunds fundsfrom from matured and redeemed instruments, to to file file proper proper forms forms concerning concerning securities securitiesheldheldininthe the Fund in a timely fashion with appropriate appropriate government government agencies, agencies, or orto to deposit depositor orarrange arrange Agreement Standby Trust Agreement Page 44 Page

for the deposit of such securities in a qualified central depository, depository, even eventhough, though,whenwhenso so deposited, such securities may deposited, may be merged merged andand held held in bulk in the name name of of the nominee or such depository with other securities deposited therein by by another anotherperson, person,or orto todeposit depositoror arrange forfor the the deposit of anyany securities securities issued issued by by the the U.S.

U.S. Government, or any agency or instrumentality thereof, with a Federal Reserve Bank, but but the the books booksand andrecords recordsof ofthe the Trustee shall at all times show that all all such such securities securities are are part part of ofthe theFund; Fund; (d) interest-bearing accounts maintained or savings To deposit any cash in the Fund in interest-bearing certificates issued by the Trustee, in its separate corporate capacity, capacity, or or inin any any other other banking institution affiliated with the Trustee; and (e) To compromise or otherwise adjust all claims in favor of of or against the the Fund.

Fund.

Section 9.

Section 9. Taxes Taxes and Expenses. All Alltaxes taxes ofofany any kind kind that that may may be be assessed assessed or or levied levied against against or in respect of the the Fund and all brokerage commissions incurred by by the the Fund Fundmay maybe bepaid paidfrom fromthethe Fund. AllAll other other expenses expenses incurred incurred by by the the Trustee Trustee in in connection connection with with the the administration administrationof ofthis this Trust, including fees fees for legal services rendered to the Trustee, the compensationcompensation of ofthe the Trustee Trustee to the extent not paid directly by the Grantor, and all other proper proper charges charges and and disbursements disbursementsof of the Trustee, maymay be be paid from from thethe Fund.

Fund. TheThe Grantor Grantor shall shall (i)

(i) determine determine the the taxability taxability of ofTrust Trust income, (ii) calculate the amount of of any taxes owed by the Trust, (iii) (iii) direct direct thethe Trustee Trustee regarding the payment of such taxes, and (iv) be responsible for the preparation preparation and and filing filing of ofany any required tax forms forms relating to the Trust or distributions from the Trust, Trust, including including Form Form10411041 oror information or any other information or tax tax returns.

returns. The The Trustee Trustee agrees agrees to cooperate in in providing providing the the Grantor Grantor or or its designee with such information as is contained within its ordinary ordinary business business records records and andisis needed in order to timely complete any such complete any such form. form.

Section 10. Annual Annual Valuation.

Valuation. After Afterpayment paymenthas hasbeen beenmade madeintointothis thisTrust TrustFund, Fund,thetheTrustee Trustee shall furnish on a monthly basis to the Grantor a statement confirming confirming the value of the Trust.

the value of the Trust.

Any securities in the Fund shall be valued at market value within within aa reasonable reasonable time time of ofsuch such statement. The statement. The failure failure of of the the Grantor Grantor to object in writing to the Trustee within 90 days after after the statement has been furnished to the Grantor shall constitute a conclusively binding binding assent assent byby the the Grantor, barring the Grantor from asserting any claim or liability against against the the Trustee Trustee with with respect respect to the matters disclosed in in the statement.

statement.

Section 11.

11. Advice Advice of of Counsel.

Counsel. The TheTrustee Trusteemay, may,fromfromtime timeto totime, time,consult consultwith withcounsel, counsel,who who may be counsel to to the Grantor, with respect to any question arising as to the construction construction of ofthis this Agreement or any any action action to to be be taken taken hereunder.

hereunder. The Trustee shall be fully protected, protected, to the extent permitted by law, in in acting acting onon the the advice advice ofofcounsel.

counsel.

Section 12. Trustee Trustee Compensation.

Compensation. The Trustee shall be entitled to reasonable compensation compensation for for its services, as as agreed agreed upon upon inin writing writing from from time time to to time time with with the Grantor.

Standby Trust Agreement Page 5

Section 13.13. Successor Successor Trustee.

Trustee. Upon Upon 60 60 days days notice notice toto the the Grantor, Grantor, the the Trustee Trusteemay mayresign; resign; upon 60 daysdays notice notice toto the the Trustee, Trustee, the the Grantor Grantormay may replace replace thethe Trustee; Trustee; but such resignation or replacement shall not be effective until until the the Grantor has either appointed appointedaasuccessor successorTrustee Trusteeand and this successor accepts the appointment, or implements another another financial financial assurance assurancemechanism mechanism specified in in 10 10 CFR CFR 50.75(e).

50.75(e). TheThe successor Trustee shall shall have have the the same samepowers powersand andduties dutiesas as conferred upon those conferred upon the the Trustee Trustee hereunder.

hereunder.Upon Uponthe the successor successor Trustee's acceptance acceptance of ofthe the appointment, the Trustee shall shall assign, transfer, and pay over to the the successor successorTrustee Trusteethe thefunds funds and properties then constituting the and properties then constituting the Fund. If, forFund. If, for any reason, the Grantor Grantor cannot or does does not act not act in the event of the resignation of the the Trustee, Trustee, the Trustee may apply apply to to aacourt courtof ofcompetent competent jurisdiction for the appointment of a successor successor Trustee Trustee or forfor instructions. The Thesuccessor successorTrusteeTrustee shall specify the the date date onon which which itit assumes assumesadministration administration of of the the Trust in a writing sent sent to the Grantor and the present Trustee Trustee by certified certified mail mail 10 days before before suchsuchchange changebecomes becomeseffective.

effective.

Any expenses incurred by the Trustee Trustee as as aa result result of any of of the acts acts contemplated by thissection contemplated by this section shall be paid as provided in Section 9.

Section 14.

Section 14. Instructions Instructions to the Trustee.

Trustee. All orders, requests, and and instructions instructions underunder this this Agreement by the Grantor or an Investment Manager to the Trustee Trustee shallshallbebein inwriting, writing,signedsignedby by such persons as are are signatories signatories to thisthis Agreement or such other designees designeesasasthe theGrantor Grantormay may designate in writing.

designate writing. TheThe Trustee Trustee shall be fully protected in acting acting without without inquiry inquiry in inaccordance accordance with the Grantor's Grantor's or or anan Investment Investment Manager's Manager's orders, requests, instructions, instructions,or orcertificates, certificates, including the making of ofpayments payments in in reliance reliance upon uponcertificates certificatespresented presentedbybythe theGrantor Grantorpursuant pursuant to Section 5. IfIfthethe NRC or StateState agency agency issues orders, orders, requests, requests, or orinstructions instructionsto tothe theTrustee Trusteein in the event of Grantor default, these these shall shall be be inin writing, signed by by the the NRC, NRC,State Stateagency, agency,orortheir their designees, andand the Trustee shall act and and shall shall be fully protected protected in inacting actingwithout withoutinquiry inquiryinin accordance with such orders, accordance orders, requests, requests, and and instructions.

instructions. TheThe Trustee Trustee shall shallhave havethetheright righttoto assume, in the absence of of written written notice to the contrary, that no event event constituting constitutingaachangechangeor oraa termination of the authority of any person person to to act on behalf behalf ofof the Grantor, Grantor, the the NRC, NRC,or orState State agency, hereunder, agency, hereunder, has has occurred.

occurred. The Trustee shall have no duty duty to to act act in in the the absence absence of ofsuch such orders, requests, orders, requests, and and instructions instructions fromfrom thethe Grantor Grantorand/or and/orthetheNRC, NRC, or State agency,agency, except exceptasas provided provided forfor herein herein and and shall shall incur incurno noliability liability for for not not acting acting on such such orders, orders, requests requests or or instructions as instructions as aa result result ofof the the non-delivery, non-delivery, or or delay delay in the delivery, delivery, of ofaadirection directionor orinstruction, instruction, error in or error inthe the transmission transmission of of such such direction direction or or instruction, to the Trustee.

Trustee.

Section 15.15. Amendment Amendment of Agreement.

Agreement. This Agreement may may be be amended amended by by an an instrument instrument in in writing executed by the the Grantor, Grantor, thethe Trustee, Trustee, and,and, if applicable, the the NRC NRC or orState Stateagency, agency,or orby by the Trustee and the NRC or State Agency, if if the Grantor Grantor ceases to exist. Notwithstanding any provision herein to to the the contrary, contrary,thisthisAgreement Agreement cannotcannot bebe modified modified in in any any material material respect respect first providing without first providing 30 30 working working days daysprior priorwritten written notice notice to to the the NRC's Director Director of ofthethe Office Office of Nuclear Reactor Regulation or the the Director Director of of the the Office of of Nuclear Nuclear Material Material Safety Safetyand and Safeguards, applicable.

Safeguards, applicable. This Agreement may not be amended if if the the Trustee Trustee receives receives written written Standby Trust Agreement Page 66

notice ofof objection objection from the Director, Office of Nuclear Reactor Regulation, of Nuclear Regulation, or the Director,Director, Office ofof Nuclear Materials Safety Safety and Safeguards, as applicable, within as applicable, within the the notice notice period.

period.

Section 16. Termination.

Termination. This Thistrust trustshall shallcontinue continueuntiluntilterminated terminated at at the the written written agreement of the Grantor, the Trustee, and, and, ififapplicable, applicable, the the NRC NRC or orState State agency, agency, or or by by the the Trustee Trustee andand the the NRC or State agency if if the Grantor ceases to exist. Upon termination of the Trust, Upon termination of the Trust, all remaining all remaining Trust property, less final Trust Trust administration administrationexpenses,expenses, shall shall be be delivered delivered to to the the Grantor Grantor or or its its successor, or transferred to another financial assurance assurance mechanism mechanism specified specified in in 10 10 CFR CFR 50.75(e),

50.75(e),

as appropriate and in in accordance with with its its instructions.

instructions.

Section 17. Immunity Immunity and andIndemnification.

Indemnification. The TheTrustee Trusteeshallshallnot notincur incurpersonal personalliability liabilityofofany any nature in connection with any act or or omission, omission, made made iningood good faith, faith, inin the the administration administration of ofthis this Trust, or in carrying out out any any directions directions by by thethe Grantor, Grantor, thethe NRC, NRC, or or State State agency, agency, issued issued inin accordance with this Agreement. The The Trustee shall be indemnified and saved harmless bythe Trustee shall be indemnified and saved harmless by the Grantor or from the Fund, or or both, both, from from andand against against any any personal personal liability liability to to which which the the Trustee Trustee may be subjected by reason reason of of any any act act or or conduct conduct in in its its official official capacity, capacity, including including all all expenses expenses reasonably incurred incurred in in its its defense, defense, in inthe theevent eventthe theGrantor Grantorfails failstotoprovide providesuch suchdefense.

defense.

Section 18. Choice Choice ofofLaw.

Law. ThisThisAgreement Agreementshall shallbebeadministered, administered,construed, construed,and andenforced enforced according to the laws of of the State of of Illinois.

Section 19. Interpretation Interpretation andand Severability.

Severability. As Asused usedininthis thisAgreement, Agreement,words wordsin inthe the singular singular include the plural and words in the plural include the the singular.

singular. TheThedescriptive descriptiveheadings headingsfor foreach each section of of this Agreement Agreement shallshall not notaffect affectthe the interpretation interpretationor orthe thelegal legalefficacy efficacyof ofthis this Agreement. If If any part ofof this Agreement is is invalid, invalid, itit shall shall not affect the remaining provisions, not affect which will remain valid valid and and enforceable.

enforceable.

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/I Standby Trust Agreement Page 7

fN WITNESS WHEREOF the parties have caused this Agreement to be IN be executed executed by by thethe respective officers duly authorized and the incorporate seals seals to to be be hereunto hereunto affixed affixedand andattested attested as of the date first written above.

~TTEST:

A, TTEST: EXELON GENERATION COMPANY, COMPANY, LLC LLC By: Stacie M.

By: Stacie M. Frank Its: Treasurer ATTEST: THE NORTHERN TRUST COMPANY

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Standby 'Trust Trust Agreement Agreement Page 8

Appendix A CERTIFICATE OF OF EVENTS The Northern Trust Company, as Trustee of Standby Trust for Limerick Station, Unit 11 Trust ("Northern")

as 50 S.

50 S. LaSalle Street Chicago, Illinois 60603 Attention:

Re: Standby Trust for Limerick Station, Unit 1 ("Trust")

To whom it may concern:

In accordance with the terms ofof the Standby Standby Trust Trust Agreement Agreement forfor Limerick LimerickStation, Station,Unit Unit1,1,with withyouyou dated November __, 2012, I,1, , [insert name of authorized officer],

_ _ _ _ _ _ _ _ [insert position] of of Exelon Generation Generation Company, Company, LLC, LLC, hereby hereby certifies certifies that that the the following events have have occurred:

occurred:

1. Exelon Generation Company, LLC has

1. has begun begun the decommissioning of of Limerick Station, Unit 1, located at 1, at 3146 3146Sanatoga SanatogaRoad, Road, Pottstown, Pottstown, P PA A 19464 (hereinafter called the called the decommissioning).

2. The plans and procedures for the commencement and conduct of ofthe the decommissioning decommissioning have been noticed and approved approved byby the the U.S.

U.S. Nuclear NuclearRegulatory RegulatoryCommission, Commission,ororits its successor, on (copy ofof approval approval attached).

attached).

3. The Board ofofDirectors Directors of ofExelon Exelon Corporation, Corporation,thetheparent parentof ofExelon ExelonGeneration GenerationCompany, Company, LLC, has adopted the attached attached resolution resolution authorizing authorizing the the commencement commencementof ofthe the decommissioning.

[Title]

Date Date

ATTACHMENT 2 ATTACHMENT Assignment to Amended Guarantee Guarantee

ASSIGNMENT ASSIGNMENT AMENDEDGUARANTEE AMENDED GUARANTEE NRCDECOMMISSIONING NRC DECOMMISSIONING FUNDING FUNDING ASSURANCE ASSURANCE (LimerickStation (Limerick Station Unit Unit 1, 1, License License No.

No.NPF-39)

NPF-39)

ThisAssignment This Assignment isis attached attached toto and and made made aa part part of that certain Amended Guarante e - NRC Decomm Guarantee - NRC Decommissioning issioning Funding Funding Assuranc Assurance e dated dated February February 21, 21, 2012, 2012, made made byExelon by ExelonCorporation Corporation ("Exelon")

("Exelon") in favor of Exelon Generatio Generation Company,, LLC n Company

("ExGen"), as

("ExGen"), as amended on May 17, 2012 (the "Guarant ee").

"Guarantee").

For good For good and and valuable valuable consideration, consideration, ExGen hereby a.ssignsassigns and transfers to TheThe Northern Trust Company ,

Northern Trust Company, as Trustee under the Standby Trust Agreeme Agreement nt for Limerick Station Unit Station Unit 1,1,dated datedas asof November./S..,

ofNovember 6, 2012 2012 (the (the "Standby Trust"), all interest of ExGen under ExGen under thethe Guarantee Guarantee and hereby directs directs Exelon to remit and deliver to the Standby Trust any Trust any money money or or property property that that Exelon Exelon would otherwise be required to remit or deliver to ExGen to ExGen under under the the Guarantee Guarantee in the absence of of this Assignme Assignment, including but nt, including but not not limited to any limited to any money or alternativ e financial alternative fmancial assurance that Exelon may at any time be be required to required to payor pay or deliver to ExGen under the Guarante Guarantee.e.

Exelon consents to the foregoing assignme Exelon assignmentnt and agrees to remit and deliver to to the the Standby Trust Standby Trust any money or property that Exelon would otherwise be required to remit remit or or deliver to deliver to ExGen ExGen under the Guarante Guarantee e in in the absence ofof this this Assignme Assignment, including but nt, including but not not limited to any money or alternativ limited to alternativee financial assurance that Exelon Exelon may may at any time be be required required toto pay payoror deliver to ExGen under the Guarante Guarantee. e.

This This Assignme Assignment nt shall shall be be binding bindinguponuponandandshall shallinure inuretotothe thebenefit benefitofofExelon, Exelon, ExGen ExGen and and the the Standby Standby Trust.

Trust.

Dated:

Dated: November ..f5, 2012 November..lf2, 2012 EXELON EXELON GENERAGENERATION COMPANY, TION COMPAN LLC Y, LLC By: ~l!lfoJ Name?' Stacie M. Fr

Title:

Treasurer EXELON EXELONCORPOR CORPORA ATON TON By: ;fum~

By:

Nam~:Stacie Name: StacieM.M.Frank Frank

Title:

Title: Vice VicePresident PresidentandandTreasurer Treasurer