RS-13-152, Notice of Trust Fund Agreement Amendments and the Establishment of a Subordinate Trust Agreement

Notice of Trust Fund Agreement Amendments and the Establishment of a Subordinate Trust Agreement

ML13151A112
Person / Time
Site:	Dresden, Peach Bottom, Salem, Oyster Creek, Byron, Three Mile Island, Braidwood, Limerick, Clinton, Quad Cities, Zion, LaSalle
Issue date:	05/30/2013
From:	Simpson P Exelon Generation Co
To:	NRC/FSME, Office of Nuclear Reactor Regulation, Document Control Desk
References
RS-13-152
Download: ML13151A112 (89)

Text

1 era RS-13-152 RS-13-152 10 CFR 10 CFR 50.75 50.75 May 30, May 30, 2013 2013 U. S.

U. S. Nuclear Nuclear Regulatory Regulatory Commission Commission ATTN: Document Control Desk ATIN: Document Control Desk Washington, Washington, DC DC 20555-0001 20555-0001 Braidwood Station, Braidwood Station, Units Units 11 and and 22 Facility Operating License Nos.

Facility Operating License Nos. NPF-72 NPF -72 and and NPF-77 NRC Docket Nos. STN 50-456 and NRC Docket Nos. STN 50-456 and STN 50-457 STN 50-457 Byron Station, Byron Station, Units Units 1 1 and and 22 FacilityOperating Facility OperatingLicense LicenseNos.Nos.NPF-37 NPF-37 andand NPF-66 NPF-66 NRC Docket Nos. STN 50-454 and NRC Docket Nos. STN 50-454 and STN 50-455 STN 50-455 Clinton Clinton Power Power Station Station Facility Operating License Facility Operating License No.No. NPF-62 NPF-62 NRC Docket No. 50-461 NRC Docket No. 50-461 Dresden Dresden Nuclear Nuclear Power Power Station, Station, Units Units 1,1, 22 and and 33 Facility Operating License Facility Operating License No.No. DPR-2 DPR-2 Renewed Renewed Facility Facility Operating Operating License License Nos.

Nos. DPR - 1 9 and DPR-19 and DPR-25 NRC Docket Nos. 50 - 10 50-237 NRC Docket Nos. 50-10. 50-237 and 50-249and 50-249 LaSalle LaSalle County County Station, Station, Units Units 11 and and 22 Facility Operating License Nos.

Facility Operating License Nos. NPF-11 NPF - 1 1 and and NPF-1 NPF-18 8 NRC NRC Docket Docket Nos.

Nos. 50-373 50-373 and and 50-374 50-374 Limerick Limerick Generating Generating Station, Station, Units Units 11 and and 22 Facility Operating License Nos. NPF-39 Facility Operating License Nos. NPF-39 and and NPF-85 NPF-85 NRC Docket Nos. 50 -352 and NRC Docket Nos. 50-352 and 50-353 50-353 Oyster Oyster Creek CreekNuclear NuclearGenerating GeneratingStation Station Renewed Facility Operating Renewed Facility Operating License License No.No. DPR-16 DPR-16 NRC NRC Docket Docket No.

No. 50-219 50-219 Peach Peach Bottom Bottom Atomic Atomic Power Power Station, Station, Units Units 1,1, 2, 2, and and 33 Facility Operating License No.

Facility Operating License No. DPR-12 DPR-12 Renewed RenewedFacility Facility Operating Operating License License Nos.

Nos. DPR DPR-44-44 and and DPR-56 DPR-56 NRC Docket Nos. 50- 171 50-277, NRC Docket Nos. 50-171. 50-277. and 50-278and 50-278 Quad Quad Cities Cities Nuclear Nuclear Power Power Station, Station, Units Units 11and and 22 Renewed Facility Operating License Nos. DPR-29 and DPR-30 Renewed Facility Operating License Nos. DPR-29 and DPR-30 NRC NRCDocket DocketNos.

Nos. 50 -254 and 50-254 and 50-265 50-265

May 30, May 30, 2013 2013 U. S.

U. S. Nuclear Regulatory Commission Page 22 Page Salem Generating Salem Generating Station, Units Units 11 and and 22 Renewed Facility Operating License Nos. DPR-70 Facility Operating DPR-70 and and DPR-75 DPR-75 NRC Docket NRC Docket Nos.Nos. 50-272 50-272 and and 50-311 50-311 Three Mile Island Nuclear Nuclear Station, Station, Unit Unit11 Renewed Facility Operating License No.

Renewed No. DPR-50 DPR-50 NRC Docket No. 50-289 Zion Nuclear Power Station, Units Units 11 and and 22 Facility Operating License Nos. DPR-39 and DPR-48 DPR-48 NRC Docket Nos. 50-295 and 50-304 NRC

Subject:

Notice of Trust Fund Agreement Amendments and and the the Establishment Establishment of of aa Subordinate Trust Agreement In accordance In accordance with with a condition of the Facility Operating Licenses for the Facility Operating the reactors listed listed above, above, Generation Company, Exelon Generation Company, LLC LLC (EGC)

(EGC) is is providing providing 30 daysdays prior prior notification notification of of amendments amendments to the decommissioning trust agreements agreements for for those reactors.

reactors. TheTheFacility Facility Operating Operating Licenses Licenses for the for the reactors listed listed above require require that that the the decommissioning decommissioning trust trust agreement agreementmust mustprovide provide that the agreement agreementcan cannotnotbe beamended amendedininany anymaterial materialrespect respectwithout without30 30days daysprior priorwritten written notification to the Director of the Office of Nuclear Reactor Regulation.

notification to the Director of the Office of Nuclear Reactor Regulation. The decommissioning The decommissioning funds are maintained maintained in in accordance accordancewith with 10 10 CFR CFR 50.75, 50.75, "Reporting "Reporting and and recordkeeping recordkeeping for for decommissioning planning."

decommissioning planning."

EGC is EGC is proposing proposing amendments amendments to to the the existing existing trust trust fund fund agreements agreementsthat thatwould would consolidate consolidate the the existing nine governing documentsdocuments into into three three governing governing documents, documents,which whichwould would be beorganized organized as as follows:

follows:

1.

1. A A single agreement agreement for for the the tax tax qualified qualified trusts trusts 2.

2. A A single agreement for the non-tax qualified agreement for the non-tax qualified trusts trusts 3.

3. A single single set set of of Master Terms Terms and and Conditions Conditionsthat thatapply applyto to all all of of the trusts trusts In addition to In addition to the the consolidation consolidation of of the the existing existing trust trust fund fund agreements, agreements, EGC EGC is is proposing proposing aa Subordinate Subordinate TrustTrust Agreement Agreementthat thatwould would create createaa"trustee" "trustee"relationship relationshipbetween betweenNorthern NorthernTrustTrust Company and The Bank of New York Company and The Bank of New York Mellon (BNYM). Mellon (BNYM). The Subordinate Trust Agreement Subordinate Trust Agreement would would allow BNYM BNYM to to make make investments investments for for EGC's EGC'snon-tax non-taxqualified qualifiedfunds.

funds.

Copies of thethe consolidated trust fund agreements agreements and and the the proposed proposedsubordinate subordinatetrust trust agreement agreement have havebeen beenincluded includedas asAttachments Attachmentstotothis thisletter.

letter. The Theconsolidation consolidationof ofthe thetrust trustfund fund agreements and the subordinate trust agreement are being proposed agreements and the subordinate trust agreement are being proposed in order to improve the in order to improve the trust trust administration administration and and improve improve the the investment investment process.

process.

The proposed proposed changes changestotothe thetrust trustfund fundagreements agreementsand andthe theexecution executionofofthe thesubordinate subordinatetrust trust agreement agreementwill will take effect effect atat least least30 30daysdaysfrom from the thedate dateofofthis thisnotice, notice,absent absentreceipt receiptofofwritten written objections from the NRC. NRC. A copy copy of of each each of thethe executed executed amendments amendmentswill will be beprovided providedto tothe the NRC NRC by by EGC.

EGC.

May 30,2013 30, 2013 U. S. Nuclear Regulatory Regulatory Commission Commission Page 3 There are no regulatory commitments contained regulatory commitments contained in inthis this letter.

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

657-2823.

R ectfully,

\ 1 1 Patrick R. Simpson Simpson Manager-Manager- Licensing Licensing Attachments:

Attachments: 1. 1. Qualified Qualified Nuclear Decommissioning DecommissioningMaster MasterTrust Trust Agreement Agreement

2. Nonqualified Nonqualified Nuclear Decommissioning Master Master Trust Trust Agreement

3. Master Terms for Trust Agreements Agreements

4. Subordinate Trust Agreement

Attachment Attachment11 Qualified Nuclear Nuclear Decommissioning Master Decommissioning MasterTrust Trust Agreement Agreement

Second Second Amended and and Restated Restated Qualified Qualified Nuclear Nuclear Decommissioning Decommissioning MasterMaster Trust TrustAgreement Agreement Dated Dated as of [e],

as of [*], 2013 2013 Between Between Exelon Exelon Generation Generation Consolidation, Consolidation,LLC LLC and and The The Northern Northern Trust TrustCompany, Company, as as trustee trustee

TTABLE ABLE OF OF CONTENTS CONTENTS ARTICLE II DEFINITIONS ARTICLE DEFINITIONS AND INTERPRETATION INTERPRETATION ............................................................... 2 Section 1.01.

Section 1.01. Definitions Definitions ............................................................................................................

............................................................................................................ 22 Section 1.02.

Section 1.02. Interpretation ........................................................................................................ 33 Interpretation ........................................................................................................

ARTICLE IT ARTICLE H PURPOSES PURPOSES OF THE TRUSTS ................................................................................ 33 Section 2.01.

Section 2.01. Establishment Establishment of ofthethe Trusts .................................................................................. 33 Trusts ..................................................................................

Section 2.02.

Section 2.02. Purposes Purposes ofofthe the Trusts .......................................................................................... 33 Trusts ..........................................................................................

Section 2.03.

Section 2.03. Contributions Contributions to to the the Trusts ................................................................................... 33 Trusts ...................................................................................

Section 2.04.

Section 2.04. Master Master Terms ........................................................................................................ 33 Terms ........................................................................................................

Section 2.05.

Section 2.05. Transferability Transferability ...................................................................................................... 4 Section 2.06.

Section 2.06. Changes Changes inin Units/ Qualified Trusts Units/Qualified ....................................................................... 4 Trusts .......................................................................

ARTICLE III ARTICLE ill DISTRIBUTIONS ................................................................................................... 55 DISTRIBUTIONS ...................................................................................................

Section 3.01.

Section 3.01. Distributions ......................................................................................................... 55 Distributions .........................................................................................................

ARTICLE IV ARTICLE IV TERMINATION TERMINATION......................................................................................................

......................................................................................................55 Section 4.01.

Section 4.01. Termination .......................................................................................................... 5 Termination ..........................................................................................................

Section 4.02.

Section 4.02.Distribution Distributionof ofTrust TrustUpon UponTermination .............................................................. 5 Termination ..............................................................

ARTICLE ARTICLE V Miscellaneous............................................................................................................

V Miscellaneous ............................................................................................................ 55 Section Section 5.01.

5.01. Binding BindingAgreement Agreement ..............................................................................................

..............................................................................................55 Section Section 5.02.

5.02. Notices Notices ..................................................................................................................

.................................................................................................................. 55 Section Section 5.03.

5.03. Governing Governing Law Law.....................................................................................................

..................................................................................................... 66 Section Section 5.04.

5.04. Waiver Waiver of of Jury Jury Trial Trial .............................................................................................

............................................................................................. 66 Section Section 5.05.

5.05.Counterparts Counterparts .........................................................................................................

......................................................................................................... 66 Section Section 5.06.

5.06. Contractual Income..............................................................................................

Contractual Income .............................................................................................. 66 Section Section 5.07.

5.07. Contractual Settlement.........................................................................................

Contractual Settlement ......................................................................................... 66 Section Section 5.08.

5.08.Authority Authority ..............................................................................................................

.............................................................................................................. 77 i

THIS SECOND THIS SECOND AMENDED AMENDED AND ANDRESTATED RESTATED QUALIFIED QUALIFIED NUCLEAR NUCLEAR DECOMMISSIONING MASTER TRUST DECOMMISSIONING MASTER TRUST AGREEMENT (this "Agreemen('), AGREEMENT (this "Agreement"), effective effective this this

[0] day

[e] day ofof [e],

[*], 2013 2013 between between Exelon Exelon Generation Generation Consolidation, Consolidation, LLC LLC ("Consolidation"),

("Consolidation"), a limited liability limited liability company company organized organized under under the the laws laws ofof the the State State of of Nevada, Nevada, and and The The Northern Northern Trust Company, an Illinois state banking corporation, as trustee Trust Company, an Illinois state banking corporation, as trustee (the "Trustee"); (the "Trustee");

WITNESSETH:

WITNESSETH:

WHEREAS, the WHEREAS, the parties parties are are parties parties to to the the following following trusttrust agreements agreements that that were were established for the purpose of holding, investing and disbursing funds established for the purpose of holding, investing and disbursing funds for the decommissioning for the decommissioning of nuclear of nuclear power power generating generating units:units:

(1)

(1) the Amended the Amended and and Restated Restated Qualified Qualified Nuclear Nuclear Decommissioning Decommissioning Master Master Trust Agreement dated as of October 29,2003, and effective November 1,2003, as Trust Agreement dated as of October 29, 2003, and effective November 1, 2003, as amended (the amended (the "PECD-Related "PECO-Related Trust Trust Agreemen('),

Agreement"), among Consolidation, Exelon Generation Company, Generation Company, LLC ("ExGen") and The Northern Trust Company, as trustee, LLC ("ExGen")

pursuant to pursuant to which which Consolidation Consolidation and and its predecessors have its predecessors have provided provided forfor the the establishment establishment of separate decommissioning trusts for each of the nuclear power plants formerly owned of separate decommissioning trusts for each of the nuclear power plants formerly owned in whole in whole or or in in part part by by PECO PECO Energy Energy Company Company ("PECD")

("PECO") and identified in Part I of Schedule A Schedule A (the "Former PECO (the "Former PECD Units")

Units") to receive funds that qualify as "nuclear "nuclear decommissioning reserve funds" under Section 468A of the Internal Revenue Code decommissioning reserve funds" under Section 468A of the Internal Revenue Code of of 1986, as amended, and the regulations promulgated thereunder (referred to herein as 1986, as amended, and the regulations promulgated thereunder (referred to herein as "Qualified Funds");

"Qualified Funds");

(2)

(2) the Amended and the Amended and Restated Restated Tax-Qualified Tax-Qualified Nuclear Nuclear Decommissioning Decommissioning Master Master Trust Agreement dated as of October 29,2003, and effective November Trust Agreement dated as of October 29, 2003, and effective November 1, 1, 2003, 2003, as amended (the "ComEd-Related Trust Agreement"),

as amended (the "ComEd-Related Trust Agreemenf'), among Consolidation, ExGen ExGen and and The The Northern Northern Trust Trust Company, Company, as as trustee, pursuant to trustee, pursuant to which which Consolidation Consolidation and and its its predecessors predecessors have have provided provided forfor the the establishment establishment of of separate separate decommissioning decommissioning trusts trusts for for each of the nuclear power plants formerly owned in whole each of the nuclear power plants formerly owned in whole or in part by Commonwealth or in part by Commonwealth Edison Edison Company Company ("ComEd")

("ComEd") and and identified identified in in Part Part IIII of of Schedule Schedule A A (the (the "Former ComEd ComEd Units")

Units") to to receive receive Qualified Qualified Funds;Funds; andand (3)

(3) the the Amended Amended and and Restated Restated Qualified Qualified Nuclear Nuclear Decommissioning Decommissioning Master Master Trust Trust Agreement dated as of October 29,2003, and effective November Agreement dated as of October 29, 2003, and effective November 1, 2003, as 1,2003, as amended amended (the (the "AmerGen-Related "AmerGen-Related Trust Agreement' and, Trust Agreemenf' and, together together with with the the PECO-PECO-Related Related Trust Trust Agreement Agreement and and the the ComEd-Related CornEd-RelatedTrust TrustAgreement, Agreement, the the "Existing "Existing Trust Trust Agreements"), among Consolidation (as successor Agreements"), among Consolidation (as successor to AmerGen Consolidation, LLC),

to AmerGen Consolidation, LLC),

ExGen ExGen (as (as successor successor to to AmerGen AmerGen Energy Energy Company, Company, LLC) LLC) and and The The Northern NorthernTrustTrust Company, Company, as trustee, pursuant to which Consolidation and its predecessors have provided as trustee, pursuant to which Consolidation and its predecessors have provided for for the the establishment establishment of ofseparate separate decommissioning decommissioningtrusts trustsforforeach eachofofthethenuclear nuclearpower power plants plants formerly formerly owned owned in in whole whole or or in in part part by byAmerGen AmerGen Energy EnergyCompany, Company, LLC LLCand and identified identified in in Part Part III III of ofSchedule ScheduleAA(the (the "FormerAmerGen "Former AmerGen Units") Units") to to receive receive Qualified Qualified Funds; Funds; WHEREAS, WHEREAS,the theparties partiesdesire desiretotoamend amendfurther furtherandandtotorestate restatethetheExisting ExistingTrust Trust Agreements Agreements and and toto integrate integratethem themintointoaasingle singleagreement agreementwith withaasingle singletrustee trusteeininorder ordertoto I

improve the improve the administration administration of of the the trusts trusts established established underunder thethe Existing Existing Trust Trust Agreements Agreements and and reduce the costs associated therewith; provided, reduce the costs associated therewith; provided, however, that however, that nothing nothing in in this this Agreement is intended to intended to conflict conflict with with oror override override the the applicable applicable licenses licenses or or the the applicable applicable regulatory regulatory requirements of the Nuclear Regulatory Commission, the Internal requirements of the Nuclear Regulatory Commission, the Internal Revenue Service or Revenue Service or any any other other regulators having an interest herein; regulators having an interest herein; and and WHEREAS, the WHEREAS, the execution execution and and delivery delivery of of this this Agreement Agreement have been duly have been duly authorized authorized by by each of the parties and all things necessary to make this Agreement each of the parties and all things necessary to make this Agreement a valid and binding a valid and binding agreement by agreement by each each ofof the the parties parties have have beenbeen done.

done.

NOW, THEREFORE, NOW, THEREFORE,totoprovide providefor forthe thecontinued continuedmaintenance maintenance of the Qualified ofthe Qualified Trusts Trusts and the and the making making of of payments payments therefrom therefrom and and the the performance performance of of the the covenants covenants by by Consolidation Consolidation and the and the Trustee Trustee set set forth forth herein, herein, ExGen ExGen (or (or its its predecessor) predecessor) has has previously previouslysold, sold,assigned, assigned, transferred, set over and pledged unto the Trustee, and to the Trustee's successors and transferred, set over and pledged unto the Trustee, and to the Trustee's successors and assigns, assigns, and the and the Trustee Trustee has has acknowledged acknowledged receipt receipt ofof the the funds representing the funds representing the initial initial funding funding of of and and any any additional contributions to the Qualified additional contributions to the Qualified Trusts. Trusts.

TO HAVE TO HAVE AND AND TO TO HOLD HOLD THE THESAME SAMEIN INTRUST TRUSTfor forthetheexclusive exclusiveuse useand and purposes and upon the terms and conditions hereinafter set forth and as set forth in the purposes and upon the terms and conditions hereinafter set forth and as set forth in the Master Master Terms (as Terms (as hereinafter hereinafter defmed) defined) appended appended heretohereto asas Exhibit Exhibit I, I, and and such such additional additional funds funds asas may may from time to time be added hereto as provided herein, together from time to time be added hereto as provided herein, together with the proceeds and with the proceeds and reinvestments thereof.

reinvestments thereof.

ARTICLE ARTICLE II DEFINITIONS DEFINITIONS AND AND INTERPRETATION INTERPRETATION Section Section 11.01.

.01. Definitions.

Definitions. In addition to to the the capitalized capitalized termsterms defined defined elsewhere elsewhere in in this this Agreement and the accompanying Master Terms, the following Agreement and the accompanying Master Terms, the following terms shall have the respective terms shall have the respective meanings meanings indicated indicated below:

below:

"Additional "Additional Units" Units" shall shall have have thethe meaning meaning specified specified in in Section Section2.06(a).

2.06(a).

"Associated "Associated Public Public Utility" Utility" shall have the the meaning meaning specified specified in in Section Section2.06(a).

2.06(a).

"Code" "Code" shall shall mean mean the the Internal Internal Revenue RevenueCode Codeof of1986.

1986.

"Master "Master Terms" Terms" shall shall mean mean the the "Master "MasterTermsTermsfor forTrust TrustAgreements" Agreements"attachedattachedasas Exhibit Exhibit I.I.

"Qualified "Qualified Trust" Trust' shall shall mean mean any any ofofthe the Qualified QualifiedTrusts Trustsidentified identifiedininSchedule ScheduleA. A.

"Related "Related Qualified Qualified Trust" Trust' shall shall mean mean aa decommissioning decommissioningtrust trustestablished establishedininrespect respectof ofaa Unit to receive funds that qualify as "nuclear decommissioning reserve Unit to receive funds that qualify as "nuclear decommissioning reserve funds" under Section funds" under Section 468A 468A ofofthe theCode Codeand andthetheregulations regulationspromulgated promulgatedthereunder.

thereunder.

"Unit" "Unit' shall shall mean mean any any of, and "Units" of, and "Units" shall shall mean mean allall of, of, the the Former FormerPECOPECOUnits,Units,the the Former Former ComEd CornEd Units, Units, the the Former FormerAmerGen AmerGenUnits Unitsor orthe theAdditional AdditionalUnits. Units.

22

Section 1.

Section 02. Interpretation.

1.02. Interpretation. Except Except as as otherwise otherwise specified herein or as the context may otherwise require:

may otherwise require:

(a)

(a) The provisions The provisions of of clauses clauses (1)

(1) through through (5),

(5), inclusive, of Section 1.02 of of the Master Terms shall apply in the interpretation Master interpretation of ofthis this Agreement.

Agreement.

(b)

(b) All references All references in in this this Agreement Agreement to to Articles, Articles, Sections, Schedules and Exhibits are to articles and sections of, and schedules schedules and and exhibits exhibits to,to, this thisAgreement.

Agreement.

The Article The Article and and Section headings headings set forthforth in this this Agreement have been inserted for convenience of convenience of reference reference only only and and shall shall be be disregarded disregarded in the construction or interpretation of the provisions of this interpretation of the provisions of this Agreement.Agreement.

(c)

(c) The words The words "herein",

"herein", "hereof' "hereof' andand "hereunder" "hereunder"and and other otherwordswords ofofsimilar similar import refer to this Agreement as a whole and not not to to any any particular particulararticle, article, section, section,sub-sub-section or other subdivision of of this Agreement.

ARTICLE II PURPOSES OF THE TRUSTS Section 22.01.

Section .01. Establishment of of the Trusts. The Trustee shall continue to hold a separate Qualified Trust for each Unit. Unit. The The Qualified QualifiedTrust Trustforfor each eachUnit Unitshall shallbe beasasidentified identifiedinin Schedule A. A. The The Qualified Trusts shall be maintained separately at all times in the UnitedStates Qualified Trusts shall be maintained separately at all times in the United States pursuant to this Agreement. Consolidation Consolidationintendsintendsthat thatthe theQualified QualifiedTrusts Trustsshall shallqualify qualifyasas nuclear decommissioning reserve funds under section 468A of of the Code. The Theassets assetsofofthe the Qualified Trusts may be used only in a manner authorized by section 468A of of the Code and and the the thereunder. The Treasury Regulations thereunder. TheTrustee Trustee shall shallmaintain maintainsuchsuchrecords recordsas asare arenecessary necessaryto to reflect each Qualified Trust separately on its books from each other Qualified Trust and shall create and maintain such subaccounts within each Qualified Trust as Consolidation Consolidation shall shall direct.

direct.

Section Section 2. 02. Purposes 2.02. Purposes of of the the Trusts.

Trusts. The Qualified Trusts are are established for for the exclusive purpose of of providing funds for the decommissioning of of the Units. The TheQualified Qualified Trusts shall accumulate all contributions (whether from Consolidation Consolidation or or others) others) that that satisfy satisfy the the requirements of of Section 2.02 of of the Master Terms. The assets in the Qualified Trusts The assets in the Qualified Trusts shall be shall be used as authorized by section 468A of of the Code and the TreasuryTreasury Regulations thereunder.

thereunder. None None of of the assets of the Qualified Trusts shall be subject to attachment, garnishment, execution or or levy in any manner for the benefit of creditors of Consolidation or any manner for the benefit of creditors of Consolidation or any other party. any other party.

Section Section 2. 03. Contributions 2.03. Contributions to to the the Trusts.

Trusts. The assets of of the Qualified Trusts shall shall bebe transferred or contributed by Consolidation (or by others approved in writing by by Consolidation)

Consolidation) from from time time to to time.

time. Contributions Contributions for for aa Unit Unit shall shall be be allocated allocatedto tothe theRelated RelatedQualified QualifiedTrust Trustasas Consolidation designates in writing at the time Consolidation designates in writing at the time of payment. of payment.

Section Section 2. 04. Master 2.04. Master Terms.

Terms. In addition addition toto the the terms terms set set forth forth in in this this Agreement, Agreement, the the Qualified Trusts shall also also be be governed by by the the applicable applicable provisions provisions of ofthe the Master Master Terms, Terms, which which are incorporated herein by this reference. The Theterms termsof ofthis thisAgreement, Agreement,to tothe theextent extentconstrued construed to be in conflict with the Master Terms, shall take precedence over to be in conflict with the Master Terms, shall take precedence over the Master Terms. the Master Terms.

33

Section 2.05.

Section 2. 05. Transferability.

Transferability. ConsolidationConsolidation may may transfer transfer any interest in a Qualified Trust; provided, however, Trust; provided, however, that that (i)(i) in in the the case case of a Qualified Trust relating to a Former Former ComEdCornEd Unit, any Unit, any such such transfer transfer shall shall bebe made made subject subject to to and and upon upon the the agreement agreement (which (which shall shall be be in in form form and substance satisfactory to CornEd) of the successor transferee to observe the provisions ofthis and substance satisfactory to ComEd) of the successor transferee to observe the provisions of this Section 2.05 Section 2.05 and and Sections Sections 8.048.04 and and 7.01 7.01 (as(as it it relates relates to to approval approval of of amendments amendments of of this this Section Section 2.05 and 2.05 and Sections Sections 8.048.04 and and 7.017.01 of of the the Master Master Terms)

Terms) of of the the Master Master Terms, Terms, (ii)(ii) in in the the case case ofaof a Qualified Trust relating to a Former PECO Unit, any such transfer Qualified Trust relating to a Former PECO Unit, any such transfer shall be made subject to and shall be made subject to and upon the agreement (which shall be in form and substance satisfactory upon the agreement (which shall be in form and substance satisfactory to PECO) of the successor to PECO) of the successor transferee to transferee to observe observe the the provisions provisions of of this this Section Section 2.05 2.05 andand Sections Sections8.05 8.05 andand7.017.01 (as (asititrelates relates to approval of amendments of this Section 2.05 and Sections to approval of amendments ofthis Section 2.05 and Sections 8.05 and 7.01 of the Master Terms)8.05 and 7.01 of the Master Terms) of the Master Terms and (iii) in the case of a Qualified Trust relating to an Additional Unit, if of the Master Terms and (iii) in the case of a Qualified Trust relating to an Additional Unit, if there is there is an an Associated Associated Public Public Utility, Utility, any any such such transfer transfer shall shall be be made made subject subject to and upon to and upon the the agreement (which shall be in form and substance satisfactory to such Associated Public Utility) of the of the successor successor transferee transferee to to observe observe the the provisions provisions of ofthis this Section Section2.05 2.05 and andSections Sections8.06 8.06andand 7.01 (as 7.01 (as it it relates relates toto approval approval of of amendments amendments of of this this Section Section 2.05 2.05 andand Sections Sections 8.06 8.06 and and 7.01 7.01 ofof the Master the Master Terms)

Terms) of the Master ofthe Master Terms. Terms.

Section 2.

Section 06. Changes 2.06. Changes in in Units /Oualified Trusts.

Units/Qualified Trusts.

(a)

(a) Consolidation may, by by written written notice notice to to the the Trustee, Trustee, cause cause additional additionalUnitsUnits

("Additional Units")

("Additional Units") and their Related Qualified Trusts to to be be added added to, to, and and toto be be subject subject to, the to, terms and the terms and conditions conditions of of this this Agreement.

Agreement. Any Anysuch suchnotice noticeshall shallidentify identify(i) (i)the the Additional Unit(s), (ii) the Related Qualified Additional Unites), (ii) the Related Qualified Trust(s), Trust(s), (iii) any public utility to which any assets remaining assets remaining in such Trust are to be returned following the completion of of decommissioning decommissioning activities activities (an (an "Associated "Associated Public Public Utility")

Utility") and (iv) the assets, if if any, held by any such Related Qualified Qualified Trust(s). Consolidation Consolidation shall deliver to the Trusteean shall deliver to the Trustee an amended amended version of Schedule A reflecting suchaddition(s) version of Schedule A reflecting such addition(s)in inPart PartIV,IV,which whichamended amended schedule schedule shallshall replace replace the the existing existing Schedule ScheduleAAabsent absentmanifest manifesterror.error.

(b)

(b) Subject to any any applicable applicable provisions provisions of ofSection Section2.05,2.05, Consolidation Consolidationmay, may, by written notice to the Trustee, by written notice to the Trustee, cause one cause one or more Units and its or their Qualified and its or their Qualified Trust(s)

Trust(s) to to be be removed removed from from the the provisions provisions of of this this Agreement.

Agreement. Any Anysuch suchnotice noticeshall shall identify identifY (i)(i) the the Unit, Unit, (ii)

(ii) the the Related Related Qualified Qualified Trust, Trust, (iii)

(iii) if if decommissioning decommissioning activities activities in in respect of such Unit have been completed in accordance respect of such Unit have been completed in accordance with applicable law and is so with applicable law and is so certified certified inin the the notice, notice, the the recipient recipient of ofany anyremaining remaining assets in in the Related Related Qualified Qualified Trust, Trust, which shall be (x) any public utility to which which shall be (x) any public utility to which such such assets assets areare toto be be returned returned for for ultimate refund to such public utility's customers by ultimate refund to such public utility's customers by such public utility or (y) such public utility or (y)

Consolidation Consolidation or or its its designee, designee, ifif therethere isis no no such such public public utility utility and and (iv)

(iv) ifif decommissioning decommissioning activities in respect of such Unit have not been completed in activities in respect of such Unit have not been completed in accordance accordance with with applicable applicablelaw, law,thetheinstitution institutionwho whoshallshallbecome becomethe thetrustee trusteefor forsuch such qualified funds under a nuclear decommissioning trust qualified funds under a nuclear decommissioning trust agreement, as so certified byagreement, as so certified by Consolidation Consolidation in in such such notice.

notice. Consolidation Consolidationshall shalldeliver delivertotothe theTrustee Trusteean anamended amended version version of ofSchedule ScheduleAA reflecting reflectingsuch suchremoval(s),

removal(s),which whichamended amendedschedule scheduleshall shallreplace replace the existing Schedule A absent the existing Schedule A absent manifest error. manifest error.

44

ARTICLE III ARTICLE DISTRIBUTIONS DISTRIBUTIONS Section 3.

Section 01. Distributions.

3.01. Distributions. Upon receipt of written instructions from Consolidation, and pursuant and pursuant toto the the tenns terms ofof Article Article IIIIII of of the the Master Master Tenns, Terms, the the Trustee Trustee shall distribute all or a portion of a Qualified Trust to Consolidation or a third Consolidation or a third party. party.

ARTICLE IV TERMINATION Section 4.01.

Section 4.01. Termination.

Termination. A Qualified Trust Trust shall shall tenninate terminate in accordance with with Article VIII Article VIII ofof the Master Terms.

Tenns.

Section 4.

Section 02. Distribution of Trust Upon Termination. Upon tennination 4.02. termination of of all or a portion of a Qualified Trust, the Trustee shall distribute that trust's trust' s assets as provided in Article VIII of VIII of the the Master Master Tenns.

Terms.

ARTICLE V MISCELLANEOUS Section 5.

Section 01. Binding 5.01. Binding Agreement.

Agreement. All covenants and agreements in in this this Agreement Agreement shall be binding upon and inure to the the benefit benefit of ofthe the respective respective parties partieshereto heretoand andtheir theirsuccessors successors and assigns.

and assigns.

Section 5.02. Notices.

Notices. AllAllnotices noticesor orother othercommunications communicationsto to be be given given hereunder hereunder shall shall be in writing and shall be deemed to have been validly given or delivered delivered upon upon the the earlier earlier of of(i)

(i) personal delivery to the address set forth below, (ii) in the case of of facsimile transmission, when transmitted (provided receipt is confinned),

confirmed), (iii) in the case of a reputable overnight delivery service, one business day after delivery to such such courier courier service, service, (iv)

(iv) in inthe thecase caseofofelectronic electronicmail, mail, on the day (if a business day and, if if not, on the next following business day) day) onon which which itit is is validly transmitted if if transmitted before 4:00 p.m., recipient's recipient's time, time, and and ififtransmitted transmitted after after that that time, on the next following business day or (v) in the case of of mailing, three three business days after business days after deposit in the United States mails, with proper postage for certified mail, return return receipt requested, requested, prepaid; prepaid; provided, provided, however, however, if if any notice is tendered to an addressee and delivery delivery thereof thereof is refused by such addressee, such notice shall be effective upon such tender. Notices Noticestoto be provided pursuant pursuant toto this this Agreement Agreementshall shall bebeprovided providedto tothe thefollowing followingaddressees:

addressees:

(a) If Ifto the Trustee, Trustee, to:

to:

The Northern Trust Company Company 50 South LaSalle Street Street Chicago, Illinois lllinois 60603 60603 Attn:

Attn: Amy Amy Pera Pera Fax: [*]

Fax: [e]

E-mail:

E-mail: [e][*]

(b) If If to to Consolidation, Consolidation,to: to:

55

Exelon Generation Consolidation, LLC Exelon LLC 2325-B Renaissance 2325-B Renaissance Drive Suite 19 Suite 19 Las Vegas, Las Vegas, Nevada Nevada 8911989119 Attn: []

Attn: [e]

Fax:[e]

Fax: [*]

E-mail:[e]

E-mail: [*]

Either party Either party may may change change itsits address address forfor notices notices byby written written notice notice to to the the other otherparty, party, provided any such notice such notice shall shall only only be be effective effective upon upon receipt.

receipt.

Section 5.03.

5.03. Governing GoverningLaw. Law.Each EachQualified QualifiedTrust Trusthashasbeen beenestablished established pursuant pursuant to this Agreement in accordance with the requirements for trusts under the laws ofl1linois of Illinois and this Agreement shall be governed by, and construed and enforced in accordance with, the laws of of Illinois.

Illinois.

Section 5.04.

Section 5.04. Waiver of of Jury JUryTrial.

Trial.TheThe parties partieshereby herebyexpressly expresslywaive, waive,to tothe the fullest fullest extent permitted by applicable law, any right to trial by jury with respect to any judicial proceeding arising proceeding arising from from or or related related toto this this Agreement.

Agreement.

Section 5.

Section 05. Counterparts.

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

instrument.

Section 5.06.

Section 5.06. Contractual Contractual Income. The Trustee is authorized, but but shall shall not not be be obligated, to provisionally credit the QualifiedQualified Trusts Trusts with with income, income, distributions, distributions, redemptions, redemptions, maturity proceeds or or other other amounts amounts due due ononsecurities securitieson onthe thecontractual contractualpayment paymentdate datenet netofofany any taxes or upon actual receipt. To Tothe theextent extentthetheTrustee Trusteecredits creditsincome incomeon onthe thecontractual contractualpayment payment date, the Trustee may may reverse reverse suchsuch accounting accountingentries entrieswithwithback backvalue valuetotothethecontractual contractualpayment payment date if if the Trustee reasonably believes that such amount will not be reasonably believes that such amount will not be received by it. received by it.

Section 5.07. Contractual Section 5.07. Contractual Settlement.

Settlement. The Trustee will attend to the settlement of of securities transactions on on the the basis basis ofofeither either contractual contractualsettlement settlementdatedate accounting accountingor oractual actual settlement date accounting. The TheTrustee Trusteeisisauthorized, authorized,but butshall shallnot notbe beobligated, obligated,totosettle settlecertain certain securities transactions on the basis of contractual settlement date accounting, transactions on the basis of contractual settlement date accounting, pursuant to which pursuant to which the Trustee shall shall automatically automatically creditcreditor ordebit debitaaTrust Trustprovisionally provisionallyon onaacontractual contractualsettlement settlement date with cash cash or or securities securities in in connection connectionwith withany anysale, sale,exchange exchangeor orpurchase purchaseofofsecurities.

securities.

Otherwise, suchsuch cash cash or or securities securities shall shall bebecredited creditedto toaaTrust Trustononthe theday daysuch suchcash cashororsecurities securities are actually actually received by the Trustee and reconciled to that Trust. In Incases caseswhere wherethetheTrustee Trustee credits oror debits debits aa Trust Trust with withcashcashororsecurities securitiesprior priorto toactual actualreceipt receiptandandreconciliation, reconciliation,the the Trustee Trustee may reverse with back value to the contractual settlement date any entry relating tosuch may reverse with back value to the contractual settlement date any entry relating to such contractual contractual settlement settlement where where the the related related transaction transactionremains remainsunsettled unsettledaccording accordingto toestablished established procedures.

procedures.

The The Company Company acknowledges acknowledges and andagrees agreesthat thatfunds fundsdebited debitedfrom fromaaTrust Trustononaacontractual contractual settlement date including funds provided for the purchase of any securities settlement date including funds provided for the purchase of any securities under circumstances under circumstances where where settlement settlement isis delayed delayedor orotherwise otherwisedoes doesnot nottake takeplace placeininaatimely timelymanner mannerfor forany anyreason, reason, 66

shall be shall be held pending actual settlement of of the related purchase transaction in a non-interest bearing deposit, bearing deposit, notwithstanding the the Trustee's receipt ofof "float" from such uninvested uninvested funds; funds; that that such funds such funds shall be available for use in in the the Trustee's Trustee's general generaloperations; operations; and andthat that the the Trustee's Trustee's maintenance and maintenance anduseuse of of such such funds funds in in such circumstances are, are, without limitation, in consideration of its providing contractual settlement date consideration of its providing contractual settlement date processing. processing.

Section 5.08.

Section 5.08. Authority.

Authority. Consolidation and the Trustee hereby each represent and warrantto warrant to the the other otherthat thatitithas hasfull full authority authorityto to enter enter into into this this Agreement Agreement upon the terms terms andand conditions hereof and and that thatthe theindividual individual executing executing this this Agreement Agreement on its behalf behalf has the requisite authority to authority to bind bind Consolidation Consolidation and and the the Trustee Trustee toto this this Agreement.

Agreement.

WITNESS WHEREOF, IN WITNESS WHEREOF,the theparties partieshereto, hereto, each each intending intending to be be legally legally bound bound hereby, have hereunto hereby, hereunto set their their hands hands andand seals seals as of of the day day and and year first first above above written.

written.

EXELON GENERATION CONSOLIDATION, LLC By:_______________________________________________________________

Name:

Title:

Title:

THE NORTHERN TRUST COMPANY THENORTHERNTRUSTCO~ANY By: ____________________

Name:

Name:

Title:

Title:

77

Schedule A Schedule The following is is aa list list of of the Units and the Qualified Trusts:

Units Qualified Trusts Part I:I: Former Former PECO PECO UnitsUnits Peach Bottom Unit Unit 11 Exelon Peach Bottom Unit 1 Qualified Fund Peach Bottom Unit 2 Exelon Peach Bottom Unit 2 Qualified Fund Peach Bottom Unit 3 Exelon Peach Bottom Unit 3 Qualified Fund Salem Unit 1I Exelon Salem Unit 1 Qualified Fund Salem Unit 2 Exelon Salem Unit 2 Qualified Fund Limerick UnitUnit 1I Exelon Limerick Unit 1 Qualified Fund Limerick Unit 2 Exelon Limerick Unit 2 Qualified Fund II: Former Part II: Former ComEd CornEd UnitsUnits Braidwood Unit Braidwood Unit 11 Exelon Braidwood Unit 1 Tax-Qualified Trust Braidwood Unit Unit 2 Exelon Braidwood Unit 2 Tax-Qualified Trust Byron Unit Unit 11 Exelon Byron Unit 11 Tax-Qualified Trust Byron Unit 2 Exelon Byron Unit 2 Tax-Qualified Trust Dresden Unit Unit 11 Exelon Dresden Unit 1 Tax-Qualified Trust i Dresden Unit 2 Exelon Dresden Unit 2 Tax-Qualified Trust Dresden Unit Unit 33 Exelon Dresden Unit 3 Tax-Qualified Trust LaSalle UnitUnit 11 Exelon LaSalle Unit 1 Tax-Qualified Trust LaSalle Unit 22 Exelon LaSalle Unit 2 Tax-Qualified Trust Quad Cities UnitUnit 1I Exelon Quad Quad Cities Cities Unit Unit 11 Tax-Qualified Tax-Qualified Trust Trust Quad Cities UnitUnit 22 Exelon Exelon Quad Quad Cities Cities Unit Unit 22 Tax-Qualified Tax-Qualified Trust Trust Zion Unit Unit 1I Exelon Zion Unit 1I Tax-Qualified Trust Zion Unit Unit 22 Exelon Zion Zion Unit 2 Tax-Qualified Trust

. Part III:

III: Former Former AmerGen AmerGen Units Units Clinton Nuclear Power Nuclear Power PlantPlant Clinton Clinton Nuclear Nuclear Power Power Plant Plant Qualified Qualified Fund Fund Oyster Creek Nuclear Nuclear Generating Generating Oyster Creek Nuclear Nuclear Generating Generating Station Station Qualified Qualified Station Fund Three Mile Island Island Unit Unit One One Three Mile Island Unit One Qualified Fund Fund Part Part IV:

IV: Additional Units Units CHI A-1 A-I CHI 7287844v.4 7287844vA

Attachment Attachment 22 Nonqualified Nuclear Nonqualified Nuclear Decommissio ning Master Decommissioning MasterTrust TrustAgreement Agreement

Second Second Amended Amended and and Restated Restated Nonqualified Nonqualified Nuclear Nuclear Decommissioning Decommissioning Master Master Trust TrustAgreement Agreement Dated Datedas asofof[],

[e],2013 2013 Among Among NQF NQF Companies CompaniesReferred ReferredtotoHerein Herein and and The The Northern NorthernTrust TrustCompany, Company, as as trustee trustee

TABLE OF TABLE OF CONTENTS CONTENTS Page Page ARTICLE II DEFINITIONS ARTICLE DEFINITIONS AND INTERPRETATION ...............................................................

............................................................... 2 Section 1.01.

Section 1.01. Definitions Definitions...........................................................................................................

........................................................................................................... 2 Section 1.02.

Section 1.02. Interpretation Interpretation......................................................................................................

...................................................................................................... 3 ARTICLE II PURPOSES ARTICLE PURPOSES OF TIlE THE TRUSTS ................................................................................

................................................................................ 33 Section 2.01.

Section 2.01. Establishment Establishment of of the the Trusts ............................................................................... 33 Trusts ...............................................................................

Section 2.02.

Section 2.02. Purposes Purposes of of the the Trusts Trusts........................................................................................

........................................................................................ 33 Section 2.03.

Section 2.03. Contributions Contributions to to the the Trusts Trusts...............................................................................

............................................................................... 33 Section 2.04.

Section 2.04. Master Master Terms Terms ...................................................................................................... 4 Section 2 Section .05. Transferability 2.05. Transferability ....................................................................................................

.................................................................................................... 44 Section 2.06.

Section 2.06. Changes Changes in in Units /Nonqualified Trusts Units/Nonqualified Trusts ............................................................. 4 ARTICLE IIIIII DISTRIBUTIONS ...................................................................................................

................................................................................................... 55 Section 3.01.

Section 3.01. Distributions ........................................................................................................ 55 Distributions ........................................................................................................

ARTICLE IV TERMINATION TERMINATION ......................................................................................................

......................................................................................................55 Section 4.01.

Section 4.01. Termination ........................................................................................................ 55 Termination ........................................................................................................

Section 4.02.

Section 4.02. Distribution Distribution of Trust Upon of Trust Upon Termination ......................................................... 55 Termination .........................................................

ARTICLE ARTICLE V V Miscellaneous ............................................................................................................ 55 Miscellaneous ............................................................................................................

Section Section 5.01.

5.01. Binding Binding Agreement Agreement .............................................................................................

.............................................................................................55 Section Section 5.02.

5.02. Notices Notices..................................................................................................................

..................................................................................................................55 Section Section 5.03.

5.03. Governing Governing Law ................................................................................................... 66 Law ...................................................................................................

Section Section 55.04.

.04. Waiver Waiver ofofJury J uryTrialTrial..........................................................................................

.......................................................................................... 66 Section Section 5.05.

5.05. Counterparts Counterparts.......................................................................................................

....................................................................................................... 66 Section Section 5.06.

5.06. Contractual Contractual IncomeIncome............................................................................................

............................................................................................ 66 Section Section 55.07.

.07. Contractual Contractual Settlement Settlement......................................................................................

......................................................................................66 Section Section 55.08.

.08. Authority Authority.............................................................................................................

.............................................................................................................77 i

THIS SECOND AMENDED AND THIS AND RESTATED RESTATED NON NONQUALIFIED QUALIFIED NUCLEAR DECOMMISSIONING DECOMMISSIONING MASTER TRUST AGREEMENT (the AGREEMENT (the "Agreement'), "Agreement"), effective effective this

[*] day

[.] dayofof[*],

[.],2013 2013among amongthe thelimited limitedliability liabilitycompanies companiesorganizedorganizedand and existing existing under under the laws of the State of laws of Nevada, identified identified on on Schedule Schedule A A (collectively, (collectively, the "NQF Companies"), and the "NQF The Northern Trust Company, an The an Illinois Illinois state state banking banking corporation, corporation, as astrustee trustee(the "Trustee");

(the "Trustee");

WITNESSETH:

WHEREAS, the parties WHEREAS, parties are are parties parties to to one one or more of of the following followingtrusttrust agreements agreementsthat that were established for the purpose of ofholding, holding, investing investingand anddisbursing disbursingfunds fundsforforthe the decommissioning of decommissioning ofnuclear nuclearpower powergenerating generatingunits:units:

(1) the Amended and Restated Nonqualified Nuclear Nuclear Decommissioning Master Trust Agreement dated dated asas of ofOctober October 29, 29, 2003, 2003, and and effective effective November November1,1,2003, 2003, as amended as amended (the(the "PECO-Related Trust Trust Agreement"),

Agreement') , among Exelon Generation Company, LLC Company, ("ExGen"), the Nevada limited liability LLC ("ExGen"), liability companies companies namednamed therein therein (the (the "Former PECO NQF Companies")

"Former PECO NQF Companies") and The Northern Trust Company, as trustee, pursuant to which the Former Former PECO PECO NQF NQF Companies Companies and andtheir theirpredecessors predecessorshave have provided for the establishment establishment of separate decommissioning trusts for each ofthe of separate decommissioning trusts for each of thenuclear nuclear power plants formerly owned in whole or in part by PECO Energy Company ("PECO")

and identified identified inin Part Part II of of Schedule Schedule A A (the (the "Former PECO Units") Units") to receive funds that do not qualify as "nuclear decommissioning reserve funds" under under Section Section 468A of ofthe Internal Revenue Code of 1986, as amended, and the regulations promulgated of 1986, as amended, and the regulations promulgated thereunder thereunder (referred to (referred to herein herein asas "Nonqualified Funds");

(2)

(2) the Amended and Restated Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement Agreement dated dated asas of ofOctober October 29, 2003, and 29,2003, andeffective effectiveNovember November1,1,2003, 2003, as amended as amended (the(the "ComEd-Related Trust Agreement"),

Trust Agreemenf'), among Commonwealth Edison Company ("ComEd"),

Company ("ComEtl"), ExGen, the Nevada Nevada limited limited liability liability companies companies named namedtherein therein(the (the "Former ComEd NQF "Former ComEd NQF Companies") Companies") and The Northern Trust Company, as trustee, Company, as trustee, pursuant to which which thethe Former Former ComEd CornEdNQF NQF Companies Companiesand andtheir theirpredecessors predecessorshave have provided for the establishment establishment of ofseparate separate decommissioning decommissioningtrusts trustsforforeach eachof the nuclear ofthe nuclear power plants formerly owned in in whole or or in in part by by ComEd CornEd and and identified in in Part II ofof Schedule A (the "Former ComEd Schedule A (the "Former ComEd Units") Units") to receive Nonqualified Funds; Nonqualified Funds; and and (3)

(3) the Amended Amended and and Restated Restated Nonqualified NonqualifiedNuclear NuclearDecommissioning Decommissioning Master Master Trust Trust Agreement Agreement dated dated asas of ofOctober October29, 2003, and 29,2003, andeffective effectiveNovember November1,1,2003, 2003, as amended (the "AmerGen-Related as amended (the "AmerGen-Related Trust Agreement'Trust Agreement" and, together with the together with the PECO- PECO-Related Trust Trust Agreement Agreement and and the the ComEd-Related CornEd-RelatedTrust TrustAgreement, Agreement,the the "Existing Trust Agreements"),

Agreements"), among ExGen ExGen (as (as successor successor to to AmerGen AmerGen Energy EnergyCompany, Company, LLC), LLC),thethe Nevada Nevada limited limited liability liability companies companies namednamed therein therein (the(the "Former "Former AmerGen AmerGen NQF Companies")

Companies") and The The Northern Northern Trust Trust Company, Company, as as trustee, trustee, pursuant pursuantto towhich whichthe theFormer Former AmerGen AmerGen NQF Companies Companies and and their their predecessors predecessors have have provided for for the establishment establishment of of separate decommissioning decommissioning trusts trusts for for each each of ofthethe nuclear nuclearpowerpowerplants plantsformerly formerlyownedownedinin whole whole oror in in part part by by AmerGen AmerGen Energy Energy Company, Company, LLC LLC and and identified identified in in Part Part III ofof Schedule A (the "Former Schedule A (the "FormerAmerGen AmerGen Units") Units") to to receive receive Nonqualified Nonqualified Funds; Funds; I1

WHEREAS, the WHEREAS, the parties parties desire desire toto amend amend further further andand toto restate restate thethe Existing Existing Trust Trust Agreements and to integrate them into a single agreement with Agreements and to integrate them into a single agreement with a single trustee in order toa single trustee in order to improve the improve the administration administration of of the the trusts trusts established established under under thethe Existing Existing Trust Trust Agreements Agreements and and reduce the costs associated therewith; provided, however, reduce the costs associated therewith; provided, however, that nothing in this that nothing in this Agreement is intended to intended to conflict conflict withwith oror override override the the applicable applicable licenses licenses or or the the applicable applicable regulatory regulatory requirements of requirements of the the Nuclear Nuclear Regulatory Regulatory Commission, Commission, the the Internal Internal Revenue Revenue Service Service or or any any other other regulators having an interest regulators having an interest herein; andherein; and WHEREAS, the WHEREAS, the execution execution and and delivery delivery ofof this this Agreement Agreement have have been been duly duly authorized authorized by by each of the parties and all things necessary to make this Agreement each of the parties and all things necessary to make this Agreement a valid and binding a valid and binding agreement by agreement by each each of of the the parties parties have have been been done.

done.

NOW, THEREFORE, NOW, THEREFORE, to to provide provide for for the the continued continued maintenance of the the Nonqualified Trusts and the making of payments therefrom and the performance Trusts and the making of payments therefrom and the performance of the covenants by of the covenants by the the NQF NQF Companies and Companies and the the Trustee Trustee set set forth forth herein, herein, the the NQF NQF Companies Companies (or (or their their predecessors) predecessors) have have previously sold, previously sold, assigned, assigned, transferred, transferred, set set over over and and pledged pledged untounto the the Trustee, Trustee, and and toto the the Trustee's Trustee's successors and successors assigns, and the Trustee has acknowledged receipt of and assigns, of the funds representing the initial funding of and any additional contributions to the Nonqualified Trusts.

initial funding of and any additional contributions to the Nonqualified Trusts.

TO HA HAVEVE AND TO TO HOLD HOLD THE THE SAMESAME IN IN TRUST TRUST for for the the exclusive exclusive use use and and purposes purposes and upon the terms and conditions hereinafter set forth and as set forth in the Master Terms(as and upon the terms and conditions hereinafter set forth and as set forth in the Master Terms (as hereinafter defined) appended hereinafter defined) appended heretohereto as as Exhibit Exhibit I, I, and and such such additional additional funds funds as as may may from from time time toto time be time be added added hereto hereto as as provided provided herein, herein, together together with withthetheproceeds proceedsand andreinvestments reinvestmentsthereof.

thereof.

ARTICLE ARTICLE II DEFINITIONS DEFINITIONS AND INTERPRETATION AND INTERPRETATION Section Section 1. 01. Definitions.

1.01. Definitions. In addition to the capitalized terms defined elsewhere in this this Agreement Agreement and the accompanying Master and the accompanying Master Terms, Terms, thethe following following termsterms shall shall have have the the respective respective meanings meanings indicated indicated below:

below:

"Additional "Additional Units" Units" shall shall have have the the meaning meaning specified specifiedin inSection Section2.06(a).

2.06(a).

"Associated "Associated Public Public Utility" Utility" shall shall have have the the meaning meaning specified specifiedin inSection Section2.06(a).

2.06(a).

"Code" "Code" shall shall mean mean thethe Internal Internal Revenue Revenue CodeCodeof of1986.

1986.

"Master "Master Terms" Terms" shallshall mean mean the the "Master "Master Terms Terms for for Trust Trust Agreements" Agreements" attachedattached as as Exhibit ExhibitI.I.

"Nonqualified "Nonqualified Trust" Trust' shall shall mean mean any any of the Nonqualified ofthe Nonqualified Trusts Trusts identified identified in in Schedule Schedule A.

A.

"Qualified Trusts" shall "Qualified Trusts" shall mean mean thethe separate separate trusts trustsestablished establishedfor fornuclear nuclear decommissioning decommissioningthat thatare aretax taxqualified qualifiedunder undersection section468A468Aofofthe theCode, Code,whichwhichtrusts trustsare are identified in Schedule A to the Second Amended and Restated identified in Schedule A to the Second Amended and Restated Qualified Nuclear Qualified Nuclear Decommissioning Decommissioning Master Master Trust Trust Agreement Agreement dated dated asas of of [*],

[.],2013 2013between betweenConsolidation Consolidationand andthethe Trustee.

Trustee.

22

"Related Nonqualified "Related Non qualified Trust' shall mean a decommissioning trust established in respect Trust" shall respect of a of a Unit to receive funds receive funds that do not qualify as "nuclear decommissioning reserve funds" under Section 468A of the Code and the regulations Section regulations promulgated promulgated thereunder.

thereunder.

"Unit' shall mean any of, and "Units" "Unit" shall shall mean "Units" shall mean all of, the Former PECO Units, the Former CornEd ComEd Units, the Former AmerGen Units or the Additional Units.

Section 1. 02. Interpretation.

1.02. Interpretation. Except as otherwise specified herein or as the context may otherwise may otherwise require:

require:

(a)

(a) The provisions of of clauses (1) through (5), inclusive, inclusive, ofofSection Section 1.021.02ofofthe the Master Terms shall apply in the interpretation of this Agreement.

apply in the interpretation of this Agreement.

(b) All references in this Agreement to Articles, Sections, Sections, Schedules Schedules and and Exhibits are to articles and sections of, of, and and schedules schedules and and exhibits exhibits to, to, this thisAgreement.

Agreement.

The Article and Section headings headings set set forth forth in in this this Agreement Agreement have have been beeninserted insertedfor for convenience of of reference only and shall be disregarded in the construction and shall be disregarded in the construction or or interpretation of of the provisions of ofthis this Agreement.

Agreement.

(c) The words "herein", "hereof' "hereof' and and"hereunder" "hereunder"and and other other words words of ofsimilar similar import refer to this Agreement as aa whole whole and not to any particular article, section, sub-and not to any particular article, section, sub-section or other subdivision subdivision of of this Agreement.

Agreement.

ARTICLE II PURPOSES OF THE TRUSTS Section 2. 01. Establishment 2.01. Establishment of of the the Trusts.

Trusts. The Trustee shall continue continue to to hold hold aa separate Nonqualified Trust for each Unit. The The Nonqualified Trust for each Unit shallbe Nonqualified Trust for each Unit shall beasas identified in Schedule A, with the NQF Company Company as as identified in Schedule A as owner of of such Nonqualified Trust.

Trust. The TheNonqualified NonqualifiedTrusts Trustsshall shallbebemaintained maintainedseparately separatelyatatallalltimes timesininthethe United States pursuant to this Agreement. The Trustee shall maintain such records The Trustee shall maintain such records as are as are necessary necessary toto reflect reflect each each Nonqualified NonqualifiedTrust Trustseparately separatelyon onits itsbooks booksfromfromeach eachother other Nonqualified Nonqualified Trust, Trust, and and shall shall create create and and maintain maintain such such subaccounts subaccounts withinwithin each each Nonqualified Nonqualified Trust Trust as the relevant NQF Company shall relevant NQF Company shall direct. direct.

Section Section 2.02. Purposes Purposesof the Trusts.

ofthe Trusts. The Nonqualified Nonqualified TrustsTrusts are are established established for for the the exclusive purpose of of providing providing funds funds forfor the decommissioning decommissioning of of the Units. The TheNonqualified Nonqualified Trust Trust for for a Unit Unit shall accumulate accumulate all all contributions contributions (whether (whether from the relevant NQF Company Company or or others) that do not satisfy the requirements for contributions to the Qualified Trust not satisfy the requirements for contributions to the Qualified Trust for that Unit, for that Unit, pursuant pursuant to Section Section 2.02 of ofthe Master Terms.Terms. None Noneof ofthe theassets assetsofofthe theNonqualified NonqualifiedTrusts Trusts shall be subject subject toto attachment, attachment, garnishment, garnishment, execution executionor orlevy levyin any manner in any manner for for the benefit of of creditors of an NQF Company or any of an NQF Company or any other party.other party.

Section Section 2. 03. Contributions 2.03. Contributions to to the the Trusts.

Trusts. The The assets assets of ofthe the Nonqualified Nonqualified TrustsTrusts shall shall be be transferred transferred oror contributed contributed by bythe the NQF NQFCompanies Companies(or (orothers othersapproved approvedininwriting writingby bythe theNQF NQF Companies) from from time to to time.

time. Contributions Contributionsfor foraaUnit Unitshall shallbe beallocated allocatedtotothetheRelated Related Nonqualified Nonqualified Trust as the applicable NQF Company designates in writing at the time of Trust as the applicable NQF Company designates in writing at the time of payment.

payment.

33

Section 2.04.

Section 2. 04. Master Master Terms.

Terms. In In addition addition to to the the terms terms set set forth forth in in this this Agreement, Agreement, the Nonqualified Trusts shall also be governed by the applicable Nonqualified Trusts shall also be governed by the applicable provisions of the Master provisions of the Master Terms, Terms, which are which are incorporated incorporated herein herein byby this this reference.

reference. The The terms terms of ofthis this Agreement, Agreement, to to the the extent extent construed to construed to be be inin conflict conflict with with the the Master Master Terms, Terms, shall shall take take precedence precedence over overthe the Master MasterTerms.

Terms.

Section 2.05.

Section 2. 05. Transferability.

Transferability. An An NQFNQF Company may transfer any interest in a Nonqualified Trust; Nonqualified Trust; provided, provided, however, however, that that (i)

(i) in in the the case case of of aa Nonqualified Nonqualified Trust relating to a Former ComEd Unit, any such transfer shall Former CornEd Unit, any such transfer shall be made subject to and be made subject to and upon upon the the agreement agreement (which(which shall be in form and substance satisfactory to CornEd) of the successor transferee to observethe shall be in form and substance satisfactory to ComEd) of the successor transferee to observe the provisions of provisions of this this Section Section 2.052.05 and and Sections Sections 8.04 8.04 andand 7.01 7.01 (as(as it relates to it relates to approval approval of of amendments of amendments of this this Section Section 2.05 2.05 and and Sections Sections 8.04 8.04 andand 7.01 7.01 of of the the Master Master Terms)Terms) of the Master of the Master Terms, (ii) in the case of a Nonqualified Trust relating to a Former PECO Unit, any such transfer Terms, (ii) in the case of a Nonqualified Trust relating to a Former PECO Unit, any such transfer shall be shall be made made subject subject to to and and upon upon the the agreement agreement (which (which shallshall bebe inin form form and and substance substance satisfactory to satisfactory to PECO)

PECO) ofthe of the successor transferee to successor transferee to observe observe the the provisions provisions of this Section ofthis Section2.052.05 and Sections 8.05 and 7.01 (as it relates to approval of amendments and Sections 8.05 and 7.01 (as it relates to approval of amendments of this Section 2.05 and of this Section 2.05 and Sections 8.05 Sections 8.05 andand 7.01 7.01 ofof the the Master Master Terms) Terms) of of the the Master Master TermsTerms and and (iii)

(iii) inin the the case case ofof aa Nonqualified Trust Nonqualified relating to Trust relating to an an Additional Additional Unit, Unit, if there is ifthere is an Associated Public Utility, any such transfer shall be made subject to and upon such transfer shall be made subject to and upon the agreement (which the agreement (which shallshall be be inin form form andand substance satisfactory to such Associated Public Utility) of the successor transfereeto substance satisfactory to such Associated Public Utility) of the successor transferee toobserve observe the provisions the provisions ofthisof this Section 2.05 and Section 2.05 and Sections Sections 8.06 8.06 andand 7.01 7.01 (as (as itit relates relates to to approval approval of of amendments of amendments of this this Section Section 2.05 2.05 and and Sections Sections 8.06 8.06 and and 7.01 7.01 of of the the Master Master Terms)Terms) of of the the Master Master Terms.

Terms.

Section 2.

Section 06. Changes 2.06. Chances in in Units/ Nongualified Trusts.

UnitslNongualified Trusts.

(a)

(a) Any of of the NQF Companies may, by by written notice to the Trustee, Trustee, cause cause additional additional Units Units ("Additional

("Additional Units") Units") and their Related Nonqualified Trusts to be added to, to, and and toto bebe subject subject to,to, the terms and the terms and conditions conditions of of this this Agreement.

Agreement. Any Anysuchsuchnotice notice shall identify (i) the Unit(s), (ii) the Related Nonqualified shall identify (i) the Unites), (ii) the Related Nonqualified Trust(s), Trust( s), (iii) any public utility utility to to which which any any assets assets remaining remaining in such Trust are to be returned following the completion completion of of decommissioning decommissioning activities activities (an (an "Associated "Associated Public Public Utility"),

Utility"), (iv) the assets, ififany, any, held held by any such Related Nonqualified Trust(s) and (v) the by any such Related Nonqualified Trust(s) and (v) the entity(ies) entity(ies) that that owns owns such such Related Related Nonqualified Nonqualified Trust(s).

Trust(s). Consolidation Consolidationshall shalldeliver delivertotothe theTrustee Trusteean anamended amended version version of Schedule A reflecting such addition(s) in Part IV, which amended schedule of Schedule A reflecting such addition(s) in Part IV, which amended schedule shall shall replace replace the the existing existing Schedule Schedule A A absent absentmanifest manifesterror.error.

(b)

(b) Subject Subject to to anyany applicable applicable provisions provisions of of Section Section 2.05,2.05, an an NQF NQF Company Company may, may, by by written written notice notice toto the the Trustee, Trustee, causecause its its associated associated Unit Unit andand the the associated associated Nonqualified Nonqualified Trust Trust toto be be removed removed from from the the provisions provisions of of this this Agreement.

Agreement. Any Any such such notice shall identify (i) the Unit, (ii) the Related Nonqualified notice shall identify (i) the Unit, (ii) the Related Nonqualified Trust, (iii) if Trust, (iii) if decommissioning decommissioning activities activities in in respect respect of ofsuch such Unit Unit have have beenbeen completed completed in in accordance accordance with with applicable law and is so certified in the notice, the recipient of any remaining assets applicable law and is so certified in the notice, the recipient of any remaining assets in in the the Related Related Nonqualified Nonqualified Trust, Trust, which which shall shall bebe (x)

(x) any any public public utility utility to to which which suchsuch assets assetsare are toto be be returned returned for for ultimate ultimate refund refund to to such such public public utility's utility'scustomers customersby bysuch such public utility or (y) the NQF Company or its designee, if public utility or (y) the NQF Company or its designee, ifthere is no such public utility there is no such public utility and and (iv)

(iv) ififdecommissioning decommissioning activities activities in in respect respect of ofsuch such UnitUnit have have not not been been completed completedin in accordance accordance with applicable law, the institution who shall become the trustee forsuch with applicable law, the institution who shall become the trustee for such 44

nonqualified funds nonqualified funds under under aa nuclear nuclear decommissioning decommissioning trust trust agreement, agreement, as as so so certified certified byby the NQF the NQF Company Company in in such such notice.

notice. Consolidation Consolidation shall shall deliver deliver to to the the Trustee Trustee anan amended amended version of version of Schedule Schedule A A reflecting reflecting such such removal(s),

removal(s), which which amended amended schedule schedule shall shall replace replace the existing Schedule A absent the existing Schedule A absent manifest error. manifest error.

ARTICLE III ARTICLE III DISTRIBUTIONS DISTRIBUTIONS Section 3.01.

Section 3. 01. Distributions.

Distributions. Upon Upon receipt of written instructions from an NQF Company, and pursuant to the terms of Article Company, and pursuant to the terms of Article IIIIII ofofthe the Master Master Terms, Terms, the the Trustee Trustee shall shall distribute all or a portion of a Nonqualified Trust of which distribute all or a portion of a Nonqualified Trust of which such NQF Company is such NQF Company is an an owner owner to to such NQF such NQF Company Company or or aa third third party.

party.

ARTICLE IV ARTICLE IV TERMINATION TERMINATION Section 4.01.

Section Termination. A Nonqualified Trust shall terminate 4.01. Termination. terminate in in accordance accordance withwith Article VIII Article VIII of of the the Master Master Terms.

Terms.

Section 4.02.

Section Distribution of 4.02. Distribution of Trust Trust Upon Upon Termination.

Termination. Upon termination of of all or a portion of a Nonqualified Trust, the Trustee shall distribute portion of a Nonqualified Trust, the Trustee shall distribute that trust's that trust' s assets as provided in Article VIII Article VIII of of the the Master Master Terms.

Terms.

ARTICLE ARTICLE V V MISCELLANEOUS MISCELLANEOUS Section Section 5.01.5.01. Binding BindingAgreement.

Agreement.AllAll covenants covenants andandagreements agreementsininthis thisAgreement Agreement shall shall be binding upon and inure to the benefit of the respective parties hereto and their be binding upon and inure to the benefit of the respective parties hereto and their successors successors and and assigns.

assigns.

Section 5.02. Notices.Notices.All Allnotices noticesororother othercommunications communicationstotobe begiven givenhereunder hereundershall shall be be in writing and shall be deemed to have been validly given or delivered upon theearlier in writing and shall be deemed to have been validly given or delivered upon the earlierofof(i)(i) personal personal delivery delivery to to the the address address set set forth forth below, below, (ii)(ii) in in the the case case ofof facsimile facsimile transmission, transmission, whenwhen transmitted transmitted (provided (provided receipt receipt isis confirmed),

confirmed), (iii)(iii) in inthe thecase caseof ofaareputable reputableovernight overnightdelivery delivery

service, service, one one business business day day after after delivery deliveryto to such suchcourier courierservice, service,(iv)

(iv)ininthe thecase caseof ofelectronic electronicmail, mail, on on the day (if a business day and, if not, on the next following business day) on which itit is the day (if a business day and, if not, on the next following business day) on which is validly validly transmitted transmitted ififtransmitted transmitted beforebefore 4:00 4:00 p.m.,

p.m., recipient's recipient's time, time, and and ififtransmitted transmittedafter after that that time, on the next following business day or (v) in the case of mailing, time, on the next following business day or (v) in the case of mailing, three business days after three business days after deposit deposit inin the the United United States States mails, mails,with withproper properpostage postagefor forcertified certifiedmail, mail,return returnreceipt receipt requested, prepaid; requested, prepaid; provided, provided,however, however, if ifany any notice notice is is tendered tendered to to an an addressee addressee and and delivery delivery thereof thereof is refused by such addressee, such notice shall be effective upon such tender. Notices is refused by such addressee, such notice shall be effective upon such tender. Noticestoto be provided pursuant to this Agreement shall be provided to be provided pursuant to this Agreement shall be provided to the following addressees:the following addressees:

(a)

(a) If Ifto to the the Trustee, Trustee, to:to:

The The Northern Northern Trust TrustCompany Company 50 South LaSalle 50 South LaSalle Street Street Chicago, Chicago, Illinois Illinois60603 60603 55

Attn: Amy Attn: Amy PeraPera Fax:

Fax: [e] [*]

E-mail:[e]

E-mail: [*]

(b)

(b) If to If to any any ofof the the NQF NQF Companies, Companies, to: to:

[Name ofNQF

[Name of NQF Company]

Company]

2325-B Renaissance Drive 2325-B Renaissance Drive Suite 19 Suite 19 Las Vegas, Las Vegas, Nevada Nevada 8911989119 Attn:

Attn: [e] [*]

Fax: [e]

Fax: [0]

E-mail:

E-mail: [e] [0]

Any party Any party may may change change itsits address address for for notices notices byby written written notice noticetoto the theother otherparties, parties, provided any such notice shall only be effective such notice shall only be effective upon receipt. upon receipt.

Section 5.03.

Section Governing Law.

5.03. Governing Law.Each EachNonqualified NonqualifiedTrust Trusthas hasbeen beenestablished establishedpursuantpursuant to this to this Agreement Agreement in in accordance accordance with with thethe requirements requirements for trusts under for trusts under the the laws laws of of Illinois lllinois and and this Agreement this Agreement shall shall be be governed governed by, by, and and construed construed andand enforced enforced in in accordance accordance with, with, the the laws laws of of Illinois.

lllinois.

Section 5.04.

Section Waiver of 5.04. Waiver of Jurv Jury Trial.

Trial. The parties hereby expressly waive, to the fullest extent permitted extent permitted by by applicable applicable law, law, anyany right right to to trial by jury trial by jury with with respect respect to to any judicial any judicial proceeding proceeding arising arising from from oror related related to to this this Agreement.

Agreement.

Section Section 5. 05. Counterparts.

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

the same instrument.

Section 5.06. Contractual Section 5.06. Contractual Income. Income. The Trustee is authorized, but shall shall notnot be be obligated, to provisionally credit the Trusts with income, distributions, obligated, to provisionally credit the Trusts with income, distributions, redemptions, maturity redemptions, maturity proceeds proceeds or or other other amounts amounts due due on on securities securities on onthe thecontractual contractualpayment paymentdate datenet netofofanyanytaxes taxesoror upon upon actual actual receipt.

receipt. ToTothetheextent extentthe theTrustee Trusteecredits creditsincome incomeon onthe thecontractual contractualpayment paymentdate,date, the the Trustee may reverse such accounting entries with back value to the contractual paymentdate Trustee may reverse such accounting entries with back value to the contractual payment date if if the the Trustee Trustee reasonably reasonably believes believes that that such such amount amountwill willnot notbebereceived receivedby byit.it.

Section 5.07. Contractual Section 5.07. Contractual Settlement.Settlement. The The Trustee Trustee will will attend attend to to the the settlement settlement of of securities securities transactions transactions on on thethe basis basis of ofeither either contractual contractualsettlement settlementdate dateaccounting accountingororactual actual settlement settlement date date accounting.

accounting. The TheTrustee Trusteeisisauthorized, authorized,but butshall shallnot notbe beobligated, obligated,totosettle settlecertain certain securities securities transactions on the basis of contractual settlement date accounting, pursuanttotowhich transactions on the basis of contractual settlement date accounting, pursuant which the the Trustee Trustee shall shall automatically automaticallycredit creditor ordebit debitaaTrust Trustprovisionally provisionallyon onaacontractual contractualsettlement settlement date with cash or securities in connection with any sale, exchange date with cash or securities in connection with any sale, exchange or purchase of securities.or purchase of securities.

Otherwise, Otherwise, such such cash cash or orsecurities securities shall shallbe becredited creditedtotoaaTrust Truston onthe theday daysuch suchcashcashororsecurities securities are are actually actually received received byby the the Trustee Trustee and and reconciled reconciled to to that that Trust.

Trust. InIncases caseswhere wherethe theTrustee Trustee credits credits oror debits debits aa Trust Trust with withcash cashor orsecurities securitiesprior priortotoactual actualreceipt receiptand andreconciliation, reconciliation,the the Trustee Trustee may reverse with back value to the contractual settlement date anyentry may reverse with back value to the contractual settlement date any entryrelating relatingtotosuch such 66

contractual settlement contractual settlement where where the the related related transaction transaction remains remains unsettled unsettled according according to to established established procedures.

procedures.

The Company acknowledges and The and agrees agrees that that funds funds debited debited fromfrom aa Trust Trust on on aa contractual contractual settlement date including funds provided for the purchase of any securities settlement date including funds provided for the purchase of any securities under circumstances under circumstances where settlement where settlement is is delayed delayed or or otherwise otherwise does does not not take take place place in in aa timely timely manner mannerfor for any anyreason, reason, shall be shall be held held pending pending actual actual settlement settlement of of the the related related purchase purchase transaction transaction in in aa non-interest non-interest bearing deposit, bearing deposit, notwithstanding notwithstanding the the Trustee's Trustee's receipt receipt of of "float" "float" from from such such uninvested uninvested funds; funds; that that such funds shall be available for use in the Trustee's general operations; such funds shall be available for use in the Trustee's general operations; and that the Trustee's and that the Trustee's maintenance and maintenance and use use of of such such funds funds inin such such circumstances circumstances are, are, without without limitation, limitation, in in consideration of its providing contractual settlement consideration of its providing contractual settlement date processing. date processing.

Section 5.08.

5.08. Authority.

Authority.The TheNQFNQFCompanies Companiesand andthetheTrustee Trusteehereby herebyeach eachrepresent represent and warrant to the other that it has full authority to enter into this Agreement upon the and warrant to the other that it has full authority to enter into this Agreement upon the terms termsand and conditions hereof conditions hereof andand that that the the individual individual executing executing this this Agreement Agreementon onbehalf behalfof ofsuch suchentity entityhas has the requisite the requisite authority authority to to bind bind such entity to such entity to this this Agreement.

Agreement. Each Each party party ratifies ratifies the the actions actions ofof the Trustee from the effective date to the signing date of the Trustee from the effective date to the signing date of this Agreement. this Agreement.

IN WITNESS WITNESS WHEREOF,WHEREOF,the theparties partieshereto, hereto,eacheachintending intendingto to be be legally legally bound hereby, have hereby, have hereunto hereunto set set their their hands hands and and seals seals as as ofofthe the day dayandandyear yearfirst firstabove abovewritten.

written.

PEACH BOTTOM PEACH BOTTOM 11 NQF, NQF, LLCLLC BRAIDWOOD 1 NQF, LLC BRAIDWOOD By: By:

Name:

Name: Name:

Name:

Title:

Title:

Title:

Title:

PEACH PEACH BOTTOMBOTTOM 22 NQF, NQF, LLCLLC BRAIDWOOD BRAIDWOOD 2 NQF, LLC By: By:

By: _ _ _ _ _ _ _ _ _ _ __

Name:

Name: Name:

Name:

Title:

Title:

Title:

Title:

PEACH PEACH BOTTOM BOTTOM 33 NQF, NQF, LLCLLC BYRON BYRON 11 NQF, NQF, LLC LLC By: By:

By:_ _ _ _ _ _ _ _ _ _ _ __

Name:

Name: Name:

Name:

Title:

Title:

Title:

Title:

SALEM SALEM 11 NQF,NQF, LLCLLC BYRON BYRON 22 NQF, NQF, LLCLLC By:

By: _ _ _ _ _ _ _ _ _ _ __ By:

Name:

Name: Name:

Name:

Title:

Title:

Title:

Title:

77

SALEM 22 NQF, SALEM NQF, LLC LLC DRESDEN 11NQF, DRESDEN NQF, LLC LLC By: By:

Name:

Name: Name:

Name:

Title:

Title:

Title:

Title:

LIMERICK 11 NQF, LIMERICK NQF, LLC LLC DRESDEN 22 NQF, DRESDEN NQF, LLC By: By:

Name:

Name: Name:

Title:

Title:

Title:

Title:

LIMERICK 22 NQF, LIMERICK NQF, LLC LLC DRESDEN 33 NQF, DRESDEN NQF, LLC By: By:

Name:

Name: Name:

Title:

Title:

Title:

Title:

CLINTON NQF, CLINTON LLC NQF, LLC LASALLE LASALLE 11 NQF, NQF, LLC By: By:

Name:

Name: Name:

Name:

Title:

Title:

Title:

Title:

OYSTER OYSTER CREEK CREEK NQF, NQF, LLC LLC LASALLE LASALLE 22 NQF, NQF, LLC By: By:

Name:

Name: Name:

Name:

Title:

Title:

Title:

Title:

TMI NQF, LLC TMINQF,LLC QUAD QUAD CITIES CITIES 11 NQF, NQF, LLC LLC By: By:

Name:

Name: Name:

Name:

Title:

Title:

Title:

Title:

88

QUAD QUAD CITIES CITIES 22 NQF, LLC LLC By:

Name:

Name:

Title:

Title:

ZION ZION 11 NQF, NQF, LLC LLC By:

By:

Name:

Name:

Title:

Title:

THE NORTHERN TRUST COMPANY THENORTHERNTRUSTCO~ANY ZION ZION 22 NQF, NQF, LLC LLC By: By:

By:

Name: ------------------------

Name: Name:

Name:

Title Title

Title:

Title:

99

Schedule A Schedule A The following The following is is aa list of of the the Units, the Nonqualified Trusts and their associated NQF Company:

Company:

Unit Unit Nonqualified Trust Nongualified NQF ComJ2any NQF Company Part I:

Part I: Former Former PECO PECO UnitsUnits Peach Bottom Peach Bottom Unit Unit 11 Exelon Peach Bottom UnitUnit 11 Peach Bottom 1 NQF, LLC Nonqualified Fund Nonqualified Fund Peach Bottom Peach Bottom Unit Unit 22 Exelon Peach Bottom Unit 2 Peach Bottom 2 NQF, LLC Nonqualified Fund Nonqualified Fund Peach Bottom Peach Bottom Unit Unit 33 Exelon Peach Exelon Peach Bottom Bottom Unit Unit 33 Peach Bottom 3 NQF, LLC Nonqualified Fund Nonqualified Fund Salem Unit Salem Unit 11 Exelon Salem Exelon Salem Unit 11 Salem 1 NQF, LLC Nonqualified Fund Nonqualified Fund Salem Unit Salem Unit 22 Exelon Salem Exelon Salem Unit Unit 22 Salem 2 NQF, LLC Nonqualified Fund

• Nonqualified Fund Limerick Unit Limerick Unit 11 Exelon Limerick Limerick Unit Unit 11 Limerick 11 NQF, LLC LLC Nonqualified Nonqualified Fund Fund Limerick Unit Limerick Unit 22 Exelon Limerick Limerick Unit Unit 2 Limerick 2 NQF, LLCLLC Nonqualified Nonqualified Fund Fund Part II: Former Part II: Former ComEd CornEd Units Units Braidwood Braidwood Unit Unit 11 Exelon Exelon Braidwood Braidwood Unit Unit 11 Braidwood 11 NQF, NQF, LLC LLC Non-Tax Qualified Qualified Trust Trust Braidwood Braidwood Unit Unit 22 Exelon Exelon Braidwood Braidwood Unit Unit 22 Braidwood Braidwood 22 NQF, NQF, LLC LLC Non-Tax Qualified Trust N on-Tax Qualified Trust Byron Unit Byron Unit 1 1 Exelon Exelon Byron Byron Unit Unit 11 Non-Tax Non-Tax Byron Byron 11 NQF, LLC LLC Qualified Qualified Trust Trust Byron Byron Unit Unit 22 Exelon Exelon Byron Byron Unit Unit 22 Non-Tax Non-Tax Byron Byron 22 NQF, NQF, LLC LLC Qualified Trust Qualified Trust Dresden Unit Dresden Unit 1 1 Exelon Exelon Dresden Dresden Unit Unit 11 Non-Non- Dresden Dresden 1I NQF, NQF, LLC LLC Tax Qualified Trust Tax Qualified Trust Dresden Dresden Unit Unit 22 Exelon Exelon Dresden Dresden Unit Unit 22 Non-Non-

• Dresden Dresden 22 NQF, NQF, LLC LLC Tax Tax Qualified Qualified Trust Trust Dresden Dresden Unit Unit33 Exelon Exelon Dresden Dresden Unit Unit 33 Non-Non- Dresden Dresden 33 NQF, NQF, LLC LLC Tax Qualified Trust Tax Qualified Trust LaSalle LaSalle Unit Unit11 Exelon Exelon LaSalle LaSalle Unit Unit 11Non-Non- LaSalle LaSalle 11NQF, NQF, LLC LLC Tax Tax Qualified Qualified Trust Trust A-1 A-I

Unit Unit Nonqualified Trust Nongualified NOF Com12any NQF Company LaSalle Unit LaSalle Unit 22 Exelon LaSalle Unit 2 Non- LaSalle 22 NQF, LaSalle NQF, LLC Tax Qualified Trust Quad Cities Unit Unit 11 Exelon Quad Cities Unit 11 Quad Cities 1 NQF, LLC Non-Tax Qualified Trust Quad Cities Unit 2 Exelon Quad Cities Unit 2 Quad Cities 2 NQF, LLC I Non-Tax Qualified Trust Zion Unit Zion Unit 11 Exelon elon Zion Unit 1 Non-Tax Zion 1 NQF, LLC Qualified alified Trust Zion Unit Zion Unit 22 Exelon Zion Unit 2 Non-Tax Zion 2 NQF, LLC Qualified Trust Part III:

Part III: Former Former AmerGen AmerGen Units Units Clinton Nuclear Clinton Nuclear Power Power Plant Plant Clinton Nuclear Power Plant Clinton NQF, LLC Nonqualified Fund Oyster Creek Nuclear Oyster Creek Nuclear Oyster Creek NQF, LLC Generating Station Generating Station Nonqualified Fund Three Mile Three Mile Island Island Unit Unit One One Three Mile Island Unit One TMI NQF, LLC TMINQF,LLC Nonqualified Fund Part Part IV:IV: Additional Additional Units Units

_T_

CHI A-2 A-2 CHI 7287860v.4 7287860v.4

Attachment Attachment 33 Master Master Terms Terms for for Trust Trust Agreements Agreements

EXHIBIT I MASTER MASTER TERMS TERMS FOR FOR TRUST TRUST AGREEMENTS AGREEMENTS Applicable Applicable to to Second Amended and Second Amended and Restated Restated Qualified Qualified Nuclear Nuclear Decommissioning Master Trust Decommissioning Master Trust Agreement Agreement dated as of [e), 2013 between Exelon Generation Consolidation, LLC dated as of [*], 2013 between Exelon Generation Consolidation, LLC and and The The Northern Northern Trust Trust Company, Company, asas Trustee Trustee and and Second Amended and Second Amended and Restated Restated Nonqualified Nonqualified Nuclear Nuclear Decommissioning Master Trust Decommissioning Master Trust Agreement Agreement dated as of[e), 2013 among the NQF Companies identified therein and dated as of [*], 2013 among the NQF Companies identified therein and The The Northern Northern Trust TrustCompany, Company,asas Trustee Trustee

TTABLE ABLE OF OF CONTENTS CONTENTS ARTICLE II DEFINITIONS ARTICLE DEFINITIONS ...........................................................................................................

........................................................................................................... 11 Section 1.01.

Section 1.01. Definitions Definitions............................................................................................................

............................................................................................................ 11 Section 1.02.

Section 1.02. Interpretation ........................................................................................................ 3 Interpretation........................................................................................................ 3 ARTICLE II ARTICLE II Provisions Provisions Applicable Applicable to to Qualified Qualified Trusts ................................................................ 44 Trusts ................................................................

Section 2.01.

Section 2.01. Application Application...........................................................................................................

........................................................................................................... 4 4 Section 2.02.

Section 2.02. Contributions Contributions to to aa Qualified Qualified Trust Trust..........................................................................

...................................................................... 44 Section 2.03.

Section 2.03. Limitation Limitation on on UseUse of of Assets Assets.................................................................................

................................................................................. 44 Section 2.04.

Section 2.04. Transfers Transfers byby Consolidation Consolidation..................................................................................

.................................................................................. 44 Section 2.05.

Section 2.05. Taxable Year/Tax Returns Taxable Year/Tax Returns....................................................................................

.................................................................................... 55 ARTICLE III ARTICLE III Paynlents Payments byby the the Trustee .......................................................................................... 55 Trustee ..........................................................................................

Section 3.01.

Section 3.01. Use Use of of Assets ........................................................................................................ 55 Assets ........................................................................................................

Section 3.02.

Section 3.02. Certification Certification forfor Decommissioning Decommissioning Costs Costs............................................................

............................................................ 66 Section 3.03.

Section 3.03. Administrative Administrative Costs ............................................................................................ 7 Costs ............................................................................................

Section 3.04.

Section 3.04.Payments Paynlents between betweenthe theTrusts ............................................................................... 77 Trusts ...............................................................................

ARTICLE ARTICLE IV N Investments .............................................................................................................. 7 Investments ..............................................................................................................

Section 4.01.

Section 4.01. Investment Investment of ofTrust Trust Assets ................................................................................... 77 Assets ...................................................................................

Section Section 4.02.

4.02. Pooling Pooling Arrangements .......................................................................................... 99 Arrangements ..........................................................................................

Section Section 4.03.

4.03. Investment Restrictions......................................................................................

Investment Restrictions ...................................................................................... 10 10 Section Section 4.04.

4.04. Prudent InvestorStandard Prudent Investor Standard .................................................................................. 10

.................................................................................. 10 ARTICLE ARTICLE V V Concerning Concerning thethe Trustee Trustee...........................................................................................

........................................................................................... 10 10 Section Section 55.01.

.01. Authority Authority ofof Trustee ........................................................................................... 10 Trustee ........................................................................................... 10 Section Section 5.02.

5.02.Prohibition Prohibition Against Against Self SelfDealing Dealing.......................................................................

.......................................................................11 11 Section Section 5.03.

5.03. Compensation ..................................................................................................... 1111 Compensation.....................................................................................................

Section Section 5.04.

5.04. Books Books ofofAccount Account................................................................................................

..............................................................................................11 11 Section Section 5.05.

5.05.Reliance RelianceononDocuments Documents......................................................................................

......................................................................................11 11 Section Section 5.06.

5.06.Responsibility Responsibility.....................................................................................................

.....................................................................................................12 12 Section Section5.07.

5.07.Resignation, Resignation,Removal Removaland andSuccessor SuccessorTrustees Trustees..................................................

..................................................13 13 Section Section5.08.

5.08.Merger MergerofofTrustee Trustee...............................................................................................

...............................................................................................1313 ARTICLE ARTICLE VI VI Powers Powersofofthe theTrustee Trusteeand andInvestment InvestmentManager Manager.....................................................

...................................................14 14 Section Section6.01.

6.01.General GeneralPowers Powers...................................................................................................

...................................................................................................14 14 Section Section6.02.

6.02.Specific SpecificPowers Powersofofthe the Trustee ........................................................................... 1616 Trustee ...........................................................................

i

Section 6.03.

Section 6.03. Reliance Reliance on Instructions .....................................................................................

..................................................................................... 17 17 Section 6.04. Pricing and Other Data.......................................................................................

Section ....................................................................................... 17 ARTICLE VII Amendments ......................................................................................................... 18 18 Section 7.01. Amendment Section Amendment Authority ........................................................................................ 18 Authority........................................................................................

Section 7.02. Notice to NRC ....................................................................................................

Section .................................................................................................... 1919 ARTICLE VIIIvrn Termination ......................................................................................................... 19 Termination ......................................................................................................... 19 Section 88.01.

.01. Qualified Trusts ..................................................................................................

.................................................................................................. 19 19 Section 8 Section .02. Nonqualified Trusts ............................................................................................

8.02. ............................................................................................ 19 19 Section 8 Section .03. Distributions Upon Termination ........................................................................

8.03. ........................................................................ 19 19 Section 8 Section .04. Former CornEd 8.04. ComEd Units .........................................................................................

......................................................................................... 19 19 Section 88.05.

.05. Former PECO Units ...........................................................................................

........................................................................................... 1919 Section 8 Section .06. Additional Units .................................................................................................

8.06. ................................................................................................. 20 20 EXHIBITS:

EXHIBITS:

A- 1:

A-I: Certificate for Certificate for Payment Payment of of Decommissioning Decommissioning Costs Costs A-2:

A-2: Certificate for Certificate for Payment Payment of of Decommissioning Decommissioning Costs Costs B:

B: Certificate for Transfer Transfer Between a Qualified Trust and a Nonqualified Trust C:

C: Certificate for Withdrawal of of Excess Contributions from a Qualified Trust D:

D: Cross-Trading Information Cross-Trading Information E:

E: Form Form ofof Standby Standby Trust Trust Agreement Agreement iiii

MASTER TERMS MASTER TERMS FOR FOR TRUST AGREEMENTSAGREEMENTS The following The following Master Master Terms Terms forfor Trust Trust Agreements Agreements (the "Master "Master Terms")

Terms") shall shall apply apply for for purposes purposes ofof (i)

(i) the the Second Second Amended Amended and and Restated Restated Qualified Nuclear Decommissioning Decommissioning Master Trust Agreement Trust Agreement dated dated as asof of [8],2013

[*], 2013 (such (such Trust Trust Agreement, Agreement, including including these Master Terms, being referred to as the "Qualified Trust Agreement")

being referred to as the "Qualified Trust Agreement') between Exelon Generation Consolidation, LLC Consolidation, LLC ("Consolidation")

("Consolidation") and and The The Northern Northern Trust Company, as Trustee (the "Trustee"), and (ii) the Second Amended and Restated "Trustee"), and (ii) the Second Amended and Restated Nonqualified Nuclear Decommissio Decommissioning ning Master Trust Master Trust Agreement Agreement dated dated asas of[8],

of [*], 2013 2013 (such (such Trust Trust Agreement, Agreement, including including these these Master Terms, being Terms, being referred referred to to as as the the "Nonqualified "Nonqualified Trust Trust Agreement' Agreementand, and, together together with the Qualified Trust Agreement, the "Trust Agreements")

Qualified Trust Agreement, the "Trust Agreements") among among the limited liability companies identified on Schedule A of such identified on Schedule A of such agreement (theagreement (the "NQF Companies") and the Trustee.

ARTICLE I ARTICLE DEFINITION DEFINITIONS S Section 1.

Section 01. Definitions.

1.01. Definitions. In In addition addition to to the the capitalized terms defined elsewhere in these Master Terms and the accompanying Trust Agreements, these Master Terms and the accompanying Trust Agreements, the following terms shall shall have the respective meanings respective meanings indicated indicated below:

below:

"Additional Unit' "Additional Unit" means means any any of of the the Units Units so so identified identified from time to to time inin Schedule Schedule A A to to the the Trust Trust Agreements.

Agreements.

"Authorized Officer" "Authorized Officer" means, means, in in the the cases cases ofof Consolidation Consolidation or or any any ofofthe NQFNQF Companies, the President, any Vice President, Companies, the President, any Vice President, the Treasurer the Treasurer or any any person authorized authorized fromfrom time to to time time by by the the President.

President.

"Code" "Code" meansmeans the the Internal Internal Revenue Revenue Code Code of of1986.

1986.

"ComEd" "ComEd" means means Commonweal Commonwealth th Edison Edison Company, Company, an an Illinois Illinois corporation, corporation, or or its its successors.

successors.

"Decommissi "Decommissioning oning Costs" Costs" shall shall have have the the meaning meaning specified specifiedin inSection Section3.01.

3.01.

"ExGen" "ExGen" means means Exelon Exelon Generation Generation Company, Company, LLC, LLC, aa Pennsylvania Pennsylvanialimited limited liability liability

company, company, or orits itssuccessors.

successors.

"FERC' "FERC' means means the the Federal Federal Energy Energy Regulatory Regulatory Commission Commissionor or its its successors.

successors.

"Final "FinalTax Tax Liabilities" Liabilities" shallshall mean mean anyany and and all all tax tax liabilities liabilities determined determined to to be be owing owing but but not paid out of the assets of not paid out of the assets of any of any ofthe the Seller's Seller'sor orTransferor's Transferor'sQualified QualifiedTrust Trustrelated relatedtotoaa generating generating unit unit prior prior to to the the transfer transfer ofofthe the assets assets ofofthe the Seller's Seller'sororTransferor's Transferor'sQualified QualifiedTrust Trusttoto the Qualified Trusts.

the Qualified Trusts.

"Final "FinalTax TaxRefunds" Refunds" shall shall mean meanany anyand andall alltax taxrefunds refundsdetermined determinedtotobe bereceivable receivablebut but not collected by not collected by the the Seller's Seller'sor orTransferor's Transferor'sQualified QualifiedTrustTrustprior priortotothe thetransfer transferofofthetheassets assetsofof the the Seller's Seller'sor orTransferor's Transferor'sQualified QualifiedTrust Trusttotothe theQualified QualifiedTrusts.

Trusts.

11

"Former AmerGen "Former AmerGen Unit' Unit" means means anyany ofof the the Units Units soso identified identified in in Schedule Schedule A A to to the Trust Agreements.

Agreements.

"Former ComEd "Former ComEd Unit" means any of Unit" means of the the Units Units so so identified in Schedule A A to the Trust Trust Agreements.

Agreements.

"Former PECO "Former PECO Unit" means any Unit" means any of of the the Units soso identified in Schedule A A to the Trust Agreements.

Agreements.

"ICC" means "ICC' means thethe Illinois Commerce Commission or its successors.

"Nonqualified Trusts" "Nonqualified Trusts" means means the separate funds established for nuclear nuclear decommissioning that are not not tax qualified under section 468A of the Code,which tax qualified under section 468A of the Code, whichfunds fundsare are identified in Schedule A to the Nonqualified Trust identified in Schedule A to the Nonqualified Trust Agreement. Agreement.

"NRC" means the U.S. Nuclear Regulatory "NRC' Regulatory Commission Commissionor orits its successors.

successors.

Assets" shall mean any investment permitted for a qualified "Permissible Assets" "Permissible qualified nuclear nuclear decommissioning decommissioning reserve fund under section section 468A of the Code and the Treasury Regulations of the Code and the Treasury Regulations thereunder, subject to the additional additional restrictions restrictions provided provided in inSection Section4.03(a) 4.03(a)of ofthese theseMaster Master Terms.

Terms.

"PUC" means "PUC' means thethe Pennsylvania Pennsylvania Public Utility Commission or its successors.

"Qualified Administrative "Qualified Costs" shall mean all ordinary and necessary Administrative Costs" necessary expenses expenses incurred in connection with with the operation of the Qualified Trusts, as providedininTreasury the operation of the Qualified Trusts, as provided Treasury Regulations § 1.468A-5(a)(3)(ii)(A) 1.468A-5(a)(3)(ii)(A) or any corresponding future Treasury Regulation, including

federal, federal, state state and and local local income income taxtax (including (including anyany Final Tax Liabilities), legal legal expenses, expenses, accounting expenses, actuarial expenses and trustee accounting expenses, actuarial expenses and trustee expenses. expenses.

"Qualified Decommissioning "Qualified Decommissioning Costs" Costs" shall mean all expenses expenses otherwise otherwise deductible deductible for for federal income tax purposes purposes without without regard regard toto section section 280B 280B of ofthe the Code Codeor orany anycorresponding corresponding section or sections of ofany any future future United United States States internal internal revenue revenue statute, statute, incurred incurred(or(orto tobe be incurred) in connection connection with the entombment, decontamination, dismantlement, removaland with the entombment, decontamination, dismantlement, removal and disposal ofofthe the structures, structures, systems systems andand components components of ofaa Unit Unitwhen whenitithas haspermanently permanentlyceased ceasedthe the production of electric energy, excluding any costs incurred for the disposal of production of electric energy, excluding any costs incurred for the disposal of spent nuclear fuel, spent nuclear fuel, as provided provided inin Treasury Treasury Regulations Regulations §§1.468A-1(b)(5) 1.468A-l(b)(5)or orany anycorresponding correspondingfuture futureTreasury Treasury Regulation. SuchSuchterm termincludes includesallallotherwise otherwisedeductible deductibleexpenses expensestotobe beincurred incurredininconnection connection with with the preparation preparation forfor decommissioning, decommissioning, such suchas asengineering engineeringand andother otherplanning planningexpenses, expenses,and and all otherwise deductible expenses to be incurred with respect to a Unit otherwise deductible expenses to be incurred with respect to a Unit after the actual after the actual decommissioning decommissioning occurs,occurs, such suchasas physical physicalsecurity securityand andradiation radiationmonitoring monitoringexpenses.

expenses.

"Qualified "Qualified Trusts" Trusts" means means thethe separate separate funds funds established established for for nuclear nucleardecommissioning decommissioning that that are tax qualified under section 468A of the Code, which funds are identifiedininSchedule are tax qualified under section 468A of the Code, which funds are identified ScheduleAA to the Qualified Trust Agreement.

to the Qualified Trust Agreement.

22

"Seller's or "Seller's or Transferor's Transferor's Qualified Trust" shall Qualified Trust' shall mean mean thethe trust trust established established and and maintained for maintained for aa generating generating unit unit that that qualified qualified as as a nuclear decommissioning reserve fund under Code section 468A prior to the sale Code sale or or transfer transfer ofof such such generating generating unit.

unit.

"Subordinated Trusts" "Subordinated shall have Trusts" shall have thethe meaning specified in Section 4.01{b). 4.01(b).

"Substantial completion "Substantial completion of of decommissioning" decommissioning" shall shall mean mean the date that the maximum acceptable radioactivity acceptable radioactivity levels levels mandated mandated by by the the NRC NRC with respect to a decommissioned nuclear power plant power plant are satisfied by are satisfied by the the Unit; Unit; provided, however, that if Consolidation or an NQF Company, as the case may be, requests a ruling ruling from from thethe Internal Internal Revenue RevenueService, Service,the thedate date designated by the Internal Revenue Service as the date on which substantial completion of designated by the Internal Revenue Service as the date on which substantial completion of decommissioning occurs decommissioning occurs shall shall govern; provided, further, that the date on which substantial govern; provided,further, completion of decommissioning occurs shall be in accordance with Treasury Regulations

§§1.468A-5{

1.468A-5(d)(2) d){2) or orany any corresponding corresponding future future Treasury Treasury Regulation.

Regulation.

"Unit" shall mean any of the nuclear power generating units identified in Schedule A to "Unit' the Trust Agreements, as the same may be amended from time to time by written notice from Consolidation, in the case of the Qualified Trust Agreement, or an NQF Company, in in the the case case ofof the Nonqualified Trust Agreement, to the Trustee. Each Each unit of a multi-unit nuclear powerplant unit of a multi-unit nuclear power plant site shall be considered as a separate "Unit" for for the the purposes purposes of these Master ofthese Master TermsTerms andand the the Trust Trust Agreements.

Agreements.

"Trust" means a Qualified Trust created under the Qualified Trust "Trust' Trust Agreement or or aa Nonqualified Trust created under the Nonqualified Nonqualified Trust created under the Nonqualified Trust Agreement.Trust Agreement.

Section 1.

Section 02. Interpretation.

1.02. Interpretation. Except as otherwise otherwise specified specified herein herein or or as as the the context context may otherwise require:

may otherwise require:

(1)

(1) References to an agreement agreement or or other other document document are are to to ititas asamended, amended, supplemented, restated and otherwise otherwise modified from time to time and toany modified from time to time and to anysuccessor successor document document (whether (whether or or not not already already so so stated).

stated).

(2)

(2) References to a statute, regulation regulation or orother othergovernment governmentrule ruleare aretotoititas as amended from time to time and, as applicable, are to corresponding corresponding provisions of of successor successor governmental governmental rules rules (whether (whether or or not not already alreadyso sostated).

stated).

(3)

(3) Definitions ofofterms terms herein herein are are equally equally applicable applicable both both to to the the singular singular andand plural forms of such terms and to the masculine, feminine and neuter plural forms of such terms and to the masculine, feminine and neuter genders of such genders of such terms.

terms.

(4)

(4) The The word word "including" and correlative words shall shall be be deemed deemed to to be be followed followed by by the the phrase phrase "without limitation" limitation" unless unless actually actually followed followed by by such such phrase phrase or or aa phrase of like import.

phrase of like import.

(5)

(5) The The word word "or" "or" isis used used inclusively inclusivelyhereinherein(for (forexample, example,the thephrase phrase"A "Aoror B"

B" means means "A "A or or B B or or both",

both", not not "either "eitherAA or orBBbutbutnot notboth"),

both"),unless unlessusedusedininan an"either "either......

or" or" or or similar similarconstruction.

construction.

33

(6)

(6) All references in these Master Terms to Articles, Sections Sections and and Exhibits Exhibits are are to articles and sections of, to articles and sections of, and and exhibits to, these to, these Master Terms. The Article and Terms. The Article and SectionSection headings set forth in these Master Terms have have been been inserted inserted forfor convenience convenience of ofreference reference and shall be disregarded in the construction or interpretation only and interpretation of of the the provisions provisions of these Master Terms.

(7) The words "herein",

"herein", "hereof' "hereof' and "hereunder" "hereunder" and and other words words ofof similar similar import refer import refer to to these these Master Terms Terms as a whole whole and and notnot to to any any particular particular article, section, section, sub-section or other subdivision of ofthese these Master Master Terms.

Terms.

ARTICLE II Provisions Applicable to Qualified Trusts Trusts Section 2.

Section 01. Application. The following provisions shall apply only to the Qualified 2.01. Qualified Trusts. To the extent that the provisions of of this Article II II are are construed construed to to be be in in conflict conflictwith withthe the remaining provisions of of these Master Terms, the provisions of of this Article II shall take precedence over precedence over such such remaining remaining provisions.

provisions.

Section 2. 02. Contributions to a Qualified 2.02. Qualified Trust.Trust. The assets of the Qualified Trusts shall be transferred or contributed by Consolidation (or by others approved by Consolidation in writing) from time to time. The TheTrustee Trusteeshall shallnot notaccept accept anyanytransfers transfers or or contributions contributions to to the the Qualified Trusts other than with respect to which Consolidation is allowed a deduction under section 468A(a) of of the Code and Treasury Treasury Regulations Regulations §§1.468A-2(a) 1.468A-2(a) or any corresponding future future Treasury Regulations, except for any Final Tax Refunds. Consolidation hereby represents Consolidation hereby represents that that all transfers or contributions (or deemeddeemed contributions),

contributions), exceptexcept for for any any Final Final Tax TaxRefunds, Refunds,by by Consolidation to the Qualified Qualified Trusts Trusts in in accordance accordance with with thethe provisions provisionsof ofSection Section2.03 2.03ofofthe the Qualified Trust Agreement or Section 3.04 of of the Master Terms shall be deductible under section 468A of of the Code and and Treasury Regulations §§1.468A-2(a)

Treasury Regulations 1.468A-2(a) or any corresponding corresponding future future Treasury Treasury Regulation or or shall shall be be withdrawn withdrawn pursuant pursuant toto Section Section2.04.2.04.

Section 2. 03. Limitation on Use of 2.03. of Assets. The assets of of the Qualified Qualified Trusts Trusts shall shall be be used exclusively as follows:

exclusively as follows:

(a) To satisfy, in whole or in part, the liability for Qualified Decommissioning Costs through payments by by the the Trustee Trustee pursuant pursuant to to Section Section 3.02; 3.02; and and (b) To pay Qualified Qualified Administrative Costs; and and (c)

(c) To the extent extent the assets assets of of the Qualified Qualified Trusts Trusts areare not not currently currentlyrequired requiredforfor(a)

(a) and (b) above, to invest directly in Permissible Assets.

invest directly in Permissible Assets.

Section Section 2. 04. Transfers by 2.04. by Consolidation.

Consolidation. If If Consolidation's Consolidation's contribution contribution(or (ordeemed deemed contribution), excluding excluding any any Final Final Tax Tax Refunds, Refunds, to toaaQualified QualifiedTrust Trustininany one year anyone yearexceeds exceedsthethe amount deductible under section 468A of the Code and the Treasury Regulations deductible under section 468A of the Code and the Treasury Regulations thereunder, thereunder, Consolidation may instruct the Trustee to transfer such excess contribution from a Unit's Unit's Qualified Trust to that Unit'sUnit's Nonqualified Nonqualified Trust Trust pursuant pursuant to to Section Section 3.04, 3.04, provided provided anyany such such transfer occurs on on or or before before the the date date prescribed prescribed by by law law (including (including extensions) extensions) for filing the the federal income income tax return return of ofthat that Qualified Qualified Trust Trust forfor the the taxable taxable yearyeartoto which whichthe theexcess excess 44

contribution contribution relates for withdrawals withdrawals pursuantpursuantto to Treasury TreasuryRegulations Regulations§§ 1.468A-5(c)(2) and

§§L468A-5(c)(2) and 1.468A-2(f)(2) and occurs on or before the the later later of ofthethe date date prescribed prescribedby bylaw law(including (including extensions) for filing the federal federal income income tax tax return returnof that Qualified ofthat QualifiedTrust Trustfor forthethetaxable taxableyear yeartoto which the excess excess contribution contribution relates relates or orthethe date datethat thatisisthirty thirty(30)

(30)days daysafter afterthe thedatedatethatthat Consolidation receives the ruling amount for such taxable year year for withdrawals pursuant pursuant to to Treasury Regulations Regulations §§ 1.468A-3G)(3).

1.468A-3(j)(3). IfIfConsolidation Consolidationdeterminesdeterminesthat thataatransfer transferpursuant pursuanttoto this Section 2.04 is appropriate, appropriate, Consolidation Consolidation shall shall present present aa certificate certificate so so stating stating to to the the Trustee Trustee signed by an Authorized Officer, requesting such withdrawal and and transfer. The Thecertificate certificateshallshall be substantially in the form attached as Exhibit Exhibit B for for transfers to Nonqualified Nonqualified Trusts Trusts as as provided in in Section Section 3.04 andand substantially substantially in in the the form form of ofExhibit Exhibit CC for for withdrawals withdrawals and and transfers transfers by by Consolidation.

Consolidation.

Section 2.05.

2.05. Taxable TaxableYear/Tax YearlTaxReturns. Returns.The The accounting accountingand andtaxable taxableyear yearfor forthe the Qualified Trusts shall be the taxable year of Consolidation for for federal federal income income tax tax purposes.

purposes. If If the taxable year of of Consolidation shall change, change, Consolidation Consolidation shall shall notify notify the the Trustee Trustee of ofsuch such change and the accounting accounting and and taxable taxable year yearof ofthetheQualified QualifiedTrustsTrustsmust mustchange changetotothe thetaxable taxable year of of Consolidation Consolidation as as provided providedin inTreasury TreasuryRegulations Regulations§§1.468A-4(c)(1) 1.468A-4(c)(1) or orany anycorresponding corresponding future Treasury Regulation. Consolidation Consolidationshall shallassist assistthetheTrustee Trusteeinincomplying complyingwith withany any requirements under section 442 of of the Code and and Treasury Treasury Regulations Regulations §§ 1.442-1.

1.442-1. Consolidation Consolidation shall prepare, or cause to to be be prepared, prepared, any any tax tax returns returns required requiredto tobe befiled filedby bythetheQualified QualifiedTrusts,Trusts, and the Trustee shall sign and file such returns on on behalf behalfof the Qualified ofthe Qualified Trusts.

Trusts. The TheTrustee Trustee shall cooperate with with Consolidation Consolidationin inthe thepreparation preparationof ofsuch suchreturns.

returns.

ARTICLE III III Payments Payments by by thethe Trustee Trustee Section 3.01. Use Useof ofAssets.

Assets.

(a) The assets of of each Trust Trust shall shall be be used used exclusively exclusively (i) (i) to to satisfy, satisfy, in in whole whole or or in in part, any expenses part, any expenses or or liabilities incurred with respect to the decommissioning incurred with respect to the decommissioning of that Trust's of that Trust's Unit, Unit, including including expenses expenses incurred incurred in in connection connection with with thethe preparation preparation for for decommissioning decommissioning of of that that Unit, such such as as engineering engineering and and other otherplanning planningexpenses, expenses,and andall allexpenses expensesincurred incurredafter afterthethe actual actual decommissioning decommissioning occurs, occurs, such suchas asphysical physicalsecuritysecurityand andradiation radiationmonitoring monitoringexpenses expenses (the "Decommissioning Costs"),

(the "Decommissioning Costs"), (ii) to to pay pay thethe administrative administrativecosts costs and andotherotherincidental incidental expenses of of such such Trust, and and (iii)

(iii) subject subjectto tothe therestrictions restrictionscontained containedininthese theseMaster MasterTerms,Terms,toto invest invest in in securities securities and and investments investments (including (includingcommon commontrust trustfunds) funds)asasdirected directedby bythe the investment investment manager(s) manager(s) pursuant pursuant to to Section Section4.01(a) 4.0 1(a)or orthe theTrustee Trusteepursuant pursuanttotoSection Section4.01(b).

4.01(b).

(b)

(b) The The assets assets of ofaa Trust Trust shall shallbe beused, used, ininthe thefirst firstinstance, instance,totopay paythe theexpenses expenses related related to the decommissioning decommissioning of that Trust's ofthat Trust's Unit, Unit,as asdefined definedby bythe theNRC NRCininits itsregulations regulations and issuances, and and asas provided provided in in the theNRCNRCissuedissuedlicense licensetotooperate operatethatthatUnit Unitand andany any amendments thereto. Notice Noticeto tothe theNRCNRCof ofproposed proposeddisbursements disbursementsor orpayments paymentsfrom fromaaTrust Trust will will be be provided provided in in accordance accordance with withthe thenotice noticeprovisions provisionsofofSection Section3.02(b).

3.02(b). Where Where the the purpose purpose ofofsuch such proposed proposed disbursement disbursementor orpayment, payment,either eitherininwhole wholeororininpart,part,isisfor foractivities activities 55

not within not within thethe NRC NRC definition definition of of decommissioning, decommissioning, that that portion portion of of the the disbursement disbursement or or payment shall be separately identified and accounted payment shall be separately identified and accounted for in such notice. for in such notice.

Section3.02.

Section 3.02. Certification Certification for for Decommissioning Decommissionins Costs.

(a)

(a) If assets If assets ofof aa Trust Trust are are required required to to satisfy satisfy Decommissioning Decommissioning Costs Costs of of that that Trust's Trust's Unit, Consolidation or the appropriate NQF Company, as the Unit, Consolidation or the appropriate NQF Company, as the case may be, shall present acase may be, shall present a certificate substantially certificate substantially in in the the form form attached attached hereto hereto as as Exhibit Exhibit A-I A-1 (in (in the the case case of of Consolidation) or A-2 (in the Consolidation) the case case of of the the NQF Companies)

Companies) to to the the Trustee Trustee signed signed by byan an Authorized Officer. Any certificate requesting payment by the Trustee to a third party or Authorized Officer. Any certificate requesting payment by the Trustee to a third party or to to Consolidation or the appropriate NQF Company from a Trust for Consolidation or the appropriate NQF Company from a Trust for Decommissioning Costs shall Decommissioning Costs shall include the include the following:

following:

(1)

(1) a statement of the amount of the payment to be made from from aa Trust Trust and and whether the payment is to be made made fromfrom the Nonqualified Nonqualified Trust, the Qualified Trust or in part from part both Trusts; from both Trusts; (2)

(2) a statement that the payment is requested to pay Decommissioning Decommissioning Costs Costs that have been incurred, and if payment is to be made from the Qualified if payment is to be made from the Qualified Trust, a Trust, a statement that statement that the the Decommissioning Decommissioning Costs Costs to to be be paid paid constitute constitute Qualified Qualified Decommissioning Decommissioning Costs; Costs; (3)

(3) the nature oftheof the Decommissioning Decommissioning Costs Costs to to be be paid, paid, including includingseparate separate identification and accounting accounting for any portion of the payment that is for activitiesnot for any portion of the payment that is for activities not within within the NRC definition of the NRC definition ofdecommissioning; decommissioning; (4)

(4) the payee, which may may be aa third party,party, or or may may bebe Consolidation Consolidationor orthe the appropriate NQF Company Company in in the the case case ofofreimbursement reimbursementfor for payments paymentspreviously previouslymade made or or expenses previously incurred by Consolidation or the appropriate NQF Company for expenses previously incurred by Consolidation or the appropriate NQF Company for Decommissioning Decommissioning Costs; Costs; (5)

(5) a statement that the Decommissioning Decommissioning Costs Costs for for which whichpayment paymentisis requested requested havehave notnot theretofore theretofore beenbeen paid paid out out ofofthe the Trusts; Trusts; and and (6)

(6) a statement that any necessarynecessaryauthorizations authorizations of of the ICC, PUC, NRC NRC and/or any other governmental agencies having having jurisdiction with respect jurisdiction with respect to to the the decommissioning decommissioninghave havebeenbeenobtained obtained(other(otherthan, than, ififapplicable, applicable, notice notice to to the the NRC NRC specified in Section 3.02(b)(1)).

specified in Section 3.02(b)(1)).

(b)

(b) Except Except for for disbursements disbursements of ofpayments payments for for administrative administrativecosts costsand andother other incidental expenses, no disbursements from the Trusts shall incidental expenses, no disbursements from the Trusts shall be made by the Trustee: be made by the Trustee:

(1)

(1) unless unless the the Trustee Trustee has firstfirst provided thirtythirty (30) days' days' prior priorwritten writtennotice notice of such disbursement or payment to the NRC Director, of such disbursement or payment to the NRC Director, Office of Nuclear Reactor Office of Nuclear Reactor Regulation; Regulation; and and (2)

(2) ififthe the Trustee Trustee receives receives written written notice notice of ofanan objection objectionfrom fromthe theNRC NRC Director, Director, Office Office of ofNuclear Nuclear Reactor Reactor Regulation Regulationduringduringsuch suchthirty thirty(30)(30)daydaynotice noticeperiod, period, 66

or if or if the the Trustee Trustee receives such notice at any later later time that that is is nevertheless nevertheless prior priortoto disbursement.

disbursement.

(c)

(c) The Trustee The Trustee shall shall retain at least one copy of such certificates (including attachments) and attachments) and related related documents received by it pursuant pursuant to to this this Article Article III.

III.

(d)

(d) Consolidation and the NQF Companies shall have the right to enforce payments from the Trusts upon compliance with from the Trusts with the the procedures procedures set set forth forth in inthis thisSection Section3.02.3.02.

Section 3.03.

Section 3.03. Administrative AdministrativeCosts.Costs.TheTheTrustee Trusteeshall shallpay, pay, asas directed directed by by the appropriate NQF appropriate NQF Company, Company, the the administrative costs and other incidental expenses of of a Nonqualified Trust, including all federal, state, and local taxes, if if any, imposed imposed directly on directly on such such Nonqualified Trust or the income therefrom, legal expenses, accounting expenses, actuarial expenses and trustee expenses, from the assets assets of ofsuch such Nonqualified NonqualifiedTrust Trustand andshall shallpay, pay,asas directed by by Consolidation, the administrative costs and other incidental expenses of of Qualified a

Trust from the assets assets of such Qualified Trust. To To the extent that any assets of the Trustare the extent that any assets of the Trust are segregated in an investment manager manager account account pursuant pursuant to to Section Section4.01,4.01,the theTrustee Trusteeshallshallhave haveno no responsibility to make any determination as to whether any investment results in unrelated business taxable income, and shall act solely as directed with respect thereto.

3.04. Payments Section 3.04. Paymentsbetween betweenthe theTrusts.

Trusts.TheTheTrustee Trusteeshallshallmakemakepayments payments(i) (i)from from aa Unit's Unit's Qualified Qualified TrustTrust to to that that Unit's Unit's Nonqualified Nonqualified Trust, provided such payments are in cash Trust, provided and are in accordance accordance with Section 2.04 or (ii) from a Unit's Unit's Nonqualified NonqualifiedTrust Trustto to that that Unit's Unit's Qualified Trust provided Qualified Trust provided such payments are in in cash or securities and are in accordancewith cash or securities and are in accordance withthethe contribution limitations set forth in Section 2.02, as the case may may be, uponupon presentation presentation by by Consolidation and the appropriate NQF Company of of a certificate substantially in the form of of Exhibit B executed by Consolidation and the appropriate NQF Company instructing Company instructing the Trustee to make any such payments. The TheTrustee Trusteeshall shallbebefully fullyprotected protectedininrelying relyinguponuponsuch suchcertificate.

certificate.

ARTICLE IV Investments Section Section 4. 01. Investment 4.01. Investmentof ofTrust TrustAssets.

Assets.

(a)

(a) Investment Investment Managers.

Managers.

(1)

(1) Consolidation Consolidation andand the NQF Companies Companies shall shall have have thethe authority authority to to appoint appoint one or more investment managers who shall shall have have the the power power to to direct direct the the Trustee Trustee in in investing investing the the assets assets of ofone one or or more more ofofthe the Trusts; Trusts; provided, however, that the provided, however, the Trustee Trustee shall review the transactions on aa daily basis for for the purpose of of determining whether whether anyany assets acquired or or any any pending pending asset asset acquisitions acquisitions(as (asto towhich whichthe theTrustee Trusteehas hasbeen beengiven given information) constitute assets other than Permissible Assets. In Inthe theevent eventthat thatthe theTrustee Trustee determines as aa result result of such daily review that there is an investment in assets otherthan of such daily review that there is an investment in assets other than Permissible Assets, itit shall shall notify notifY Consolidation Consolidation or or the the appropriate appropriate NQF NQF Company Company and and the applicable investment investment manager manager within within one one business business dayday of ofsuch such determination determination by by telephone, with confirmation in telephone, with confirmation in writing. writing.

77

(2)

(2) To the extent that Consolidation and the NQF Companies To Companies choose choose to to exercise the exercise the authority granted in Section 4.01(a)(1) and appoint an investment manager, an investment manager, Consolidation and/or the Consolidation the appropriate appropriate NQF NQF Company Company or Companies Companies shall so notify the Trustee and instruct the Trustee in writing to separate into a separate Trustee separate account account those those assets assets the the investment of which will be directed by such investment manager. The Trustee manager. The Trustee may may rely upon upon the authority of any directiondirection it reasonably believes believes to to have have been been given by any such investment manager in dealings with the Trustee.

(3) In connection with the establishment of of any any separate account, account, as as provided provided in Section 4.01 4.01(a)(2),

(a)(2),the theappointed appointed investment investment manager manager may may direct direct thethe Trustee Trustee to enter agreements providing for the into one or more subscription agreements the purchase and funding of interests issued by limited partnerships, limited liability companies, business trusts or interests similar entities the proceeds of of which willwill be be used used toto implement implement the the investment investment manager's investment strategy, investment strategy, and the Trustee may enter into any such subscription subscription agreements. The agreements. The governing governing documents documents of ofany any such such limited limited partnership, partnership, limited limitedliability liability company, business trust or similar similar entity entity shall shall reflect reflect the the restrictions restrictions on on investments investments contained in Section 4.03 and shall shall require require reporting reporting to to the the Trustee Trustee of ofinvestments investmentsmade made by that entity and permit monitoring by the Trustee of of those investments and compliance with the restrictions contained in Section Section 4.03.

4.03.

(4) Upon the separation of the assets in accordance ofthe accordance with with such such instructions, instructions, thethe Trustee, as to those assets while while so separated, shall be released and relievedof so separated, shall be released and relieved ofallall investment duties, investment responsibilities and investment liabilities normally or statutorily incident to to aa trustee; trustee; provided, provided, however, however, that the Trustee shall not be relieved of of its responsibilities under Section 4.01 (a)(1) under Section 4.01 (a)(l) above. above. The The Trustee Trusteeshall shallretain retainall allother other fiduciary duties with respect to assets the the investment investment of ofwhich which isis directed directed by byinvestment investment managers.

(b) Use of Use of Subordinated Subordinated Trusts.Trusts. Consolidation and each of of the NQF NQF Companies Companies shall have the right to direct the segregation segregation of any part of the Trusts into oneor of any part of the Trusts into one ormore more "Subordinated "Subordinated Trusts.

Trusts."" IfIf Consolidation and/or the NQF Companies do so, they shall appoint appoint a corporate trustee as Subordinated Subordinated Trustee Trustee to to manage manage thethe portion portion of ofany anytrust trustso sosegregated.

segregated.

Written notice of of any such such appointment appointment and/or and/or removal removal shall shall be be given givento tothe theNRC NRCand andthethe Trustee, and Consolidation Consolidation and/or and/or thethe NQF NQF Companies Companies shall shalldirect directthe theTrustee Trusteetotoenter enterinto into such trust agreement with such Subordinated Subordinated Trustee Trustee as as Consolidation Consolidationand/or and/orthe theNQF NQF Companies shall determine is appropriate. AAcopy copyof ofthe thesubordinated subordinatedtrust trustwill willbebeprovided providedtoto the NRC by Consolidation and/or the NQF Companies prior by Consolidation and/or the NQF Companies prior to its creation. to its creation.

The Subordinated Trust shall be under the control of of the Subordinated Trustee. The The Subordinated Trustee shall be responsible for complying with the applicable provisions of of Sections 3.01, 3.02, 4.01(a), 4.03 and 4.04, and the Trustee shall have no and 4.04, and the Trustee shall have no responsibilityresponsibility therefore; therefore; provided, provided, however, however, thatthat if if the Trustee Trustee hashas actual actual knowledge knowledge of ofanan action actiontaken takenby bythe the Subordinated Trustee in violation violation of ofor or noncompliance noncompliance with withany anyof ofthe theprovisions provisionsofofSections Sections 3.01, 3.02, 4.01(a),

3.01,3.02, 4.01(a), 4.03 4.03 and and 4.04, 4.04, the the Trustee Trustee shall shallhave haveaadutydutyto toinform informpromptly promptly Consolidation and/or the affected NQF Company or NQF Companies, as the case may be, of of such violation violation oror noncompliance.

noncompliance.

88

Consolidation and/or Consolidation and/or the the NQF NQF Companies will indemnify indemnifY the Trustee and hold it harmless from any liability harmless from any liability expense or expense in connection with or arising out oftheof the actions of the Subordinated Trustee Subordinated Trustee withwith respect respect to to the the Subordinated Subordinated trust trust account.

account.

(c)

(c) Investment Vehicles.

Investment Consolidation and Vehicles. Consolidation and each each of the the NQF NQF Companies shall have the right to direct the segregation have the right to direct the segregation of any part of any part of the Trusts for investment in one or or more investment vehicles investment vehicles (including (including limitedlimited partnerships, partnerships, limited limited liability liability companies, companies, trusts, trusts, corporations and similar corporations and similar entities) whoseentities) whose investments are managed by an unaffiliated Person. In Person. In connection with any such investment, Consolidation and each of the NQF Companies may connection with any such investment, Consolidation and each of the NQF Companies may direct the direct the Trustee Trustee to to execute execute (i) one one oror more more subscription subscription agreements agreements providing providingfor for the the purchase of purchase of interests interests in in any any such such investment investment vehicle, vehicle, (ii)

(ii) the the limited limitedpartnership partnershipagreement, agreement, limited liability limited liability company company agreement, agreement, trust trust agreement agreement or or similar similar governing governing document relating to document relating to such investment vehicle and (iii) acknowledgments, confirmations such investment vehicle and (iii) acknowledgments, confirmations or similar documents or similar documents relating to relating to such such subscription subscription or or investment investment in in any any such such investment investment vehicle.

vehicle.

(d)

(d) Trustee. Consolidation or the appropriate NQF Company or Companies shall Trustee.

notify the Trustee notifY the Trustee in in writing writing if if the the investment investment of of assets assets of of the the Trusts Trusts areare not being directed not being directed by by one or one or more more investment investment managers managers under under Section 4.01(a), and Section 4.01(a), the Trustee and the Trustee shall hold, invest, shall hold, invest, and and reinvest such reinvest such assets assets as as it, it, in in its its sole sole discretion, discretion, deems deems advisable, advisable, subject subject toto the the restrictions restrictions set set forth herein forth herein for for investment investment of of the the assets assets of ofthe the Qualified Qualified Trusts Trusts and andadherence adherenceto tothe thePrudent Prudent Investor Standard. The Trustee shall not be liable for the making, retention or saleof Investor Standard. The Trustee shall not be liable for the making, retention or sale ofany anyasset asset of aa Qualified of Qualified Trust Trust which which qualifies qualifies as as aa Permissible Permissible Asset.

Asset.

(e)

(e) Prohibition.

Prohibition. ExGen, its affiliates affiliates andand its its subsidiaries, subsidiaries, and andpersons personsrepresenting representing them, them, shall not provide day-to-day management direction of investments or direction on shall not provide day-to-day management direction of investments or direction on individual individual investments investments to to anan investment investmentmanager manageror orthe theTrustee.

Trustee.

Section Section 4. 02. Pooling 4.02. Pooling Arrangements.

Arrangements.

(a)

(a) Upon the written consent of ofConsolidation, Consolidation, the the assets assets of ofaa Qualified Qualified Trust Trust relating to a Unit may be pooled pooled with the assets of any other Qualified Trust relating to with the assets of any other Qualified Trust relating to any any other Unit; provided other Unit; provided that the book book and and tax tax allocations allocations of ofthethe pooling pooling arrangement arrangement are are made made in compliance compliance with with Code Code section section 704 704 (and (and thethe Treasury Treasury Regulations Regulations thereunder) thereunder) and and provided provided further further that such pooling arrangement elects to be classified as a partnership for federalincome that such pooling arrangement elects to be classified as a partnership for federal income tax tax purposes.

purposes.

(b)

(b) Notwithstanding Notwithstanding any any other other provision provision of ofthese these Master Master Terms, Terms, with with respect respect to to the the pooling pooling of investments authorized ofinvestments authorized by by Section Section 4.02(a),

4.02(a), nono part part ofofanyany Trust's Trust's(or(oranyanysubsequent subsequent holder's) holder's) interest interestin insuch suchpool, pool,nor norany anyright rightpertaining pertainingtotosuch suchinterest interest(including (includingany anyright righttoto substitute another entity for the Trust or for any subsequent holder, substitute another entity for the Trust or for any subsequent holder, as holder of investments as holder of investments pooled pooled pursuant pursuant to to Section Section4.02(a))

4.02(a>> may maybe besold, sold,assigned, assigned,transferred transferredororotherwise otherwisealienated alienatedoror disposed disposed of by any holder of an interest in the pool unless the written consent to the transfer of by any holder of an interest in the pool unless the written consent to the transfer ofof every other holder of interests in such pool is obtained in advance every other holder of interests in such pool is obtained in advance of any such transfer. of any such transfer.

(c)

(c) Notwithstanding Notwithstanding the the provisions provisions of ofSection Section4.02(b),

4.02(b),and andsubject subjectto to all all applicable applicable provisions provisions of ofthethe agreements agreements and and documents documents governing governing the the pooled pooled arrangement, arrangement, aa Trust's Trust's investment investment in in aa pooled pooledarrangement arrangementmay maybe bewithdrawn withdrawnfrom fromthe thepool pool(but (butnot notfrom fromthe theTrust Trust 99

Agreements, except as otherwise permitted by the Trust Agreements) at any Agreements, any time time upon upon seven seven days written notice to the Trustee signed by an Authorized Officer of Consolidation. If days written notice to the Trustee signed by an Authorized Officer of Consolidation. Ifthe the Trust withdraws Trust withdraws its its entire entire interest interest inin aa pool, pool, unless unless otherwise otherwise provided provided in in the the agreements agreements and documents governing the pooled arrangement, the pooled documents pooled arrangement arrangement shall shall terminate terminate 30 30days days after notice of final withdrawal has been given by any withdrawing after notice of final withdrawal has been given by any withdrawing Trust unless a Trust unless a majority in interest ofthe interest of the remaining remaining Trusts Trusts give give their their written written consent consent toto continue continue thethe pool pool within within such 30 day period.

day period. If If the pooled arrangement terminates, terminates, each each Trust's Trust's assets will be segregated into a separate account separate account underunder the Trust Agreements, and no further commingling commingling may may occur occurfor foraa period of period of at at least least oneone year year after such termination.

after such termination.

(d)

(d) Sections 4.02(a),

Sections 4.02(a), (b) and (c) apply to transfers of of interests within, and and withdrawals from, from, the the pooling arrangement.

arrangement. NothingNothing within these sections shall beinterpreted within these sections shall be interpreted to to permit or to limit transfer of of interests in, or or withdrawals from, from, aa Trust, Trust, which whichtransfers transfersand and withdrawals are governed by other provisions provisions of these Master Terms. Terms. In In addition, addition, the the provisions of of Sections 4.02(a), (b) and (c) shall not limit the Trustee's authority authority to to invest invest inin permissible common or collective permissible common or collective trust funds. trust funds.

Section 4.

Section 03. Investment 4.03. Investment Restrictions.

Restrictions.

(a)

(a) The assets of of a Trust may not not be invested invested inin any any ofofthe the following:

following:

(1)

(1) securities or obligations of Exelon Corporation ofExelon Corporation or or affiliates affiliates thereof, thereof, or or their successors or assigns as identified in writing by Consolidation their successors or assigns as identified in writing by Consolidation and the NQF and the NQF Companies; or Companies; or (2)

(2) except for investments tied to market market indexes or or other other non-nuclear non-nuclearsector sector collective, commingled or mutual funds, investments in any entity owning or or operating operating one or more nuclear power power plants, as as such such entities entities are are identified identifiedby byaasource sourceagreed agreedtotoinin writing by by the Trustee and Consolidation and the NQF and Consolidation and the NQF Companies. Companies.

(b)

(b) Regardless of of the person person directing directing investments, investments, any any assets assets of ofthe theQualified Qualified Trusts Trusts shall be invested solely in Permissible Assets, and shall be accumulated, invested, and shall be invested solely in Permissible Assets, and shall be accumulated, invested, and reinvested reinvested in in like like manner.

manner.

Section Section 4. 04. Prudent 4.04. PrudentInvestor Investor Standard.

Standard. Investment Investment manager(s) or other person(s) person(s) directing investments made in the Trusts shall adhere to the "Prudent Investor" Investor" standard standard as as specified in 18 C.F.R. 35.32(a)(3) of the FERC regulations (the specified in 18 C.F.R. 35.32(a)(3) of the FERC regulations (the "Prudent Investor Standard").

"Prudent Investor Standard").

ARTICLE ARTICLE V V Concerning Concerning the the Trustee Trustee Section Section 5.01.5.01. Authority Authority of of Trustee.

Trustee. In In performing performing its its duties duties under under the the Trust Trust Agreements, Agreements, the Trustee shall exercise the same care and diligence that it woulddevote the Trustee shall exercise the same care and diligence that it would devotetotoitsits own own property in like circumstances. The Trustee shall have the authority and discretiontoto property in like circumstances. The Trustee shall have the authority and discretion manage manage andand control control the the Trusts Trusts toto the theextent extentprovided providedininTrustTrustAgreements Agreementsand andthese theseMaster Master Terms Terms but but does does notnot guarantee guarantee the the Trusts Trusts ininany anymanner manneragainst againstinvestment investmentloss lossorordepreciation depreciationinin asset asset value or or guarantee guarantee the adequacy of of the Trusts to satisfy the Decommissioning Decommissioning Costs. The The Trustee Trustee shall shall not not be be responsible responsible for for any any other other loss loss toto or or diminution diminution of ofthe the Trusts, Trusts, oror for for any any other other 10 10

loss or loss or damage damage that that may may result result from from the the discharge discharge of of its its duties duties hereunder, hereunder, except except for for any any action action not taken in good not taken in good faith. faith.

Section 5.02.

Section 5. 02. Prohibition Prohibition AgainstAgainst Self Self Dealing. Notwithstanding any Dealing. Notwithstanding any other other provision provision in the Trust Agreements, the Trustee shall not engage in any in the Trust Agreements, the Trustee shall not engage in any act of self dealing as defined in act of self dealing as defined in section 468A(e)(5) of the Code and Treasury Regulations section 468A(e)(5) of the Code and Treasury Regulations § 1.468A-5(b) or any corresponding § 1.468A-5(b) or any corresponding future law future law oror Treasury Treasury Regulation.

Regulation.

Section 5.03.

Section 5. 03. Compensation.

Compensation. The The Trustee shall be entitled to receive out of of the Trusts reasonable compensation for services rendered by it, as well reasonable compensation for services rendered by it, as well as expenses reasonably deemed as expenses reasonably necessary by necessary by the the Trustee Trustee and and incurred incurred by by itit in in the the execution execution of ofthe the Trusts Trustshereunder, hereunder, provided such compensation such compensation and and expenses expenses quality qualify as as Qualified Qualified Administrative Administrative Costs Costs withwith respect respect to to any any payment of compensation and expenses from a Qualified payment of compensation and expenses from a Qualified Trust. Consolidation and the NQF Trust. Consolidation and the NQF Companies acknowledge Companies acknowledge that, that, as as part part of of the the Trustee's Trustee's compensation, compensation, the the Trustee Trustee will will earn earn interest on interest on balances, balances, including including disbursement disbursement balances balances and and balances balances arising arising from purchase and from purchase and sale transactions. If the Trustee sale transactions. If the Trustee in its sole in its sole discretion advances funds in any currency hereunder any currency hereunder or if or if there there shall shall arise arise an an overdraft overdraft in in aa Trust Trust (including (including overdrafts overdrafts incurred incurredin inconnection connectionwith withthethe settlement of settlement of securities securities transactions, transactions, funds funds transfers transfers or or foreign foreign exchange exchange transactions) transactions) or orififaa Trust is Trust for any is for other reason any other reason indebted indebted to to the the Trustee, Trustee, the the Trustee Trustee shallshallbe beentitled, entitled,and and Consolidation and the NQF Companies authorize the Trustee, to collect fromthat Consolidation and the NQF Companies authorize the Trustee, to collect from thatTrust Trustthethe amount of amount of the the advance, advance, overdraft overdraft or or indebtedness, indebtedness, plus plus accrued accruedinterest interestatataarate rate then thencharged chargedby by the Trustee to its institutional trust clients in the the Trustee to its institutional trust clients in the relevant currency. relevant currency.

Section 5.

Section 04. Books 5.04. Books of of Account.

Account. The Trustee shall keep keep separate separate true true and and correct correct books books of of account with respect to each Trust, which books of account shall at all reasonable times account with respect to each Trust, which books of account shall at all reasonable times be be open open to to inspection inspection by by Consolidation Consolidation and and each each of of the the NQF NQF Companies Companies or or its its duly duly appointed appointed representatives.

representatives. The The Trustee Trustee shall, shall, upon upon written written request request of ofConsolidation Consolidationor orthe theappropriate appropriateNQF NQF Company, permit government Company, permit government agencies, agencies, such as the ICC, PUC, PUC, NRC or the Internal Revenue NRC or the Internal Revenue

Service, Service, to to inspect inspect the books of the books of account account of of aa Trust Trust or or Trusts.

Trusts. The TheTrustee Trusteeshall shallfurnish furnishtoto Consolidation Consolidation and and each each of of the the NQF NQF Companies Companies on on or or about about thethe tenth tenth business business day of of each month month aa statement for each Trust showing, with respect to the preceding statement for each Trust showing, with respect to the preceding calendar month, (i) the balance calendar month, (i) the balance of of assets assets on on hand hand atat the the beginning beginning of ofsuch suchmonth, month,(ii) (ii)all allreceipts, receipts,investment investmenttransactions, transactions,and and disbursements disbursements which which took took place place during during suchsuch month month and and (iii)

(iii) the the balance balance of of assets on on hand hand at at the the end of such month. Any such financial statement may be end of such month. Any such financial statement may be approved by Consolidation and theapproved by Consolidation and the appropriate appropriate NQF NQF Company Companyor orCompanies Companiesby bywritten writtennoticenoticetotothetheTrustee Trusteeororby byfailure failuretotoobject object to to the the statement statement of ofaccount account within withinsix sixmonths monthsof ofthe thedate dateuponuponwhich whichthe thefinancial financialstatement statementwas was delivered to Consolidation and the appropriate NQF Company delivered to Consolidation and the appropriate NQF Company or Companies. The approval of or Companies. The approval of any any such such financial financial statement statementshall shallconstitute constituteaafull fullandandcomplete completedischarge dischargetotothe theTrustee Trustee as as to to all all matters reasonably apparent from such financial matters reasonably apparent from such financial statement;provided, statement; provided,however, however, that that the the foregoing foregoing shall shall not not discharge discharge the the Trustee Trusteefrom fromany anyliability liabilityassociated associatedwith withaafailure failuretotoperform performitsitsfiduciary fiduciary responsibilities.

responsibilities. The Trustee agrees to provide on a timely basis any informationreasonably The Trustee agrees to provide on a timely basis any information reasonably deemed deemed necessary necessary by byConsolidation Consolidationor orone oneor ormore moreofofthe theNQF NQFCompanies Companiestotofile filethe thefederal, federal, state state and and local local tax tax returns returns of ofConsolidation Consolidationand andthetheNQFNQFCompanies.

Companies.

Section Section5.5.05.05. Reliance Reliance on onDocuments.

Documents. The The Trustee, Trustee, uponuponreceipt receiptof ofdocuments documents furnished furnished to it by Consolidation and any of the NQF Companies pursuant tothe to it by Consolidation and any of the NQF Companies pursuant to theprovisions provisionsofofthe the Trust Trust Agreements, Agreements,shall shallexamine examinethe thesame sametotodetermine determinewhether whetherthey theyconform conformtotothe the 11 11

requirements thereof.

requirements thereof. The Trustee, acting in good faith, faith, may may conclusively conclusively rely, rely, as as toto the the truth truth of of statements and the correctness statements and the correctness of opinions expressed, on any certificate or other documents other documents conforming to conforming to the the requirements requirements of of the the Trust Trust Agreements.

Agreements. If the Trustee, in lfthe in the the administration administration of of the Trusts, the Trusts, shall deem it necessary or desirable that a matter be provided provided or or established establishedprior priorto to taking or suffering any action hereunder, such matter matter (unless evidence evidence in in respect respect thereof thereofisis otherwise specifically prescribed hereunder) may be deemed by the Trustee Trustee to be conclusively to be conclusively provided or established by by a certificate certificate signed signed by by an an Authorized Officer Officer of of Consolidation or one or more more of the the NQF NQF Companies, Companies, as as the the case case may may be, be, and and delivered delivered to to the the Trustee.

Trustee. The The Trustee Trustee shall have no duty to inquire into the validity, accuracy accuracy or relevancy of any statementcontained or relevancy of any statement contained in any certificate or document nor the authorization of of any party party making making such such certificate certificate or or delivering such document, and the Trustee may rely and shall be protected in acting or refraining from acting upon any such written certificate or document furnished furnished to to itit hereunder hereunder and andbelieved believed by it to be genuine and to have been signed or presented by the proper party or parties. parties. The The Trustee shall not, however, be relieved of of any any obligation obligation (a) (a) to to refrain refrain from from self- dealing as self-dealing provided in Section 5.02; (b) to meet the requirements of section 4.01(a)(1) the requirements of section 4.01(a)(1) regarding regarding investments in investments in assets assets other than Permissible Assets; or (c) to adhere to the Prudent Prudent Investor Investor Standard, if Standard, if acting acting as as an an investment investment manager manager or or otherwise otherwise managing assets of of a Trust.

Section 5.

Section 06. Responsibility.

5.06. Responsibility.

(a)

(a) Consolidation (as to the Qualified Qualified Trusts) and and the the NQF NQF Companies Companies (as (asto tothe the Nonqualified Trusts) hereby agree to indemnify the Trustee and hereby agree indemnify the Trustee and hold it harmless from hold it harmless from (i)

(i) any tax imposed pursuant to Section Section 4951 4951 of ofthe the Code Code withwithrespect respectto toaa disbursement or reimbursement made made by by the the Trustee Trustee in in accordance accordance with with Article Article III, III, provided provided that representatives of of the Trustee then then approving approving such disbursement or reimbursement reimbursement do do not not have have actual actual knowledge knowledgeof ofthethe falsity ofof any statements made in in the the related related certification certification or or direction directionthat that would have prevented prevented the imposition imposition of ofsuch such tax; tax; (ii)

(ii) any liability liability or or expense expense incurred incurred without without gross gross negligence, negligence,willful willful misconduct, recklessness or or bad bad faith faith on on the the part part of ofthe the Trustee Trusteein in connection with or or arising arising outout of ofany any action action taken taken by bythethe Trustee Trusteeatatthe the direction of an investment manager in accordance of investment manager in accordance with Article IV or with Article IV or pursuant to notification notification of ofan an order order issued issued by by anan investment investmentmanager managertoto purchase or sell securities directly to a broker or dealer under a power of of attorney; attorney; andand (iii) any other matter as to which which the the Trust Trust Agreements Agreements provide providethat thatthethe Trustee shall be be protected, not not liable liable or or not not responsible.

responsible.

(b)

(b) No No provision provision of ofthe the Trust Trust Agreements Agreementsshall shallbebeconstrued construedtotorelieve relievethe theTrustee Trustee from liability for its own negligent action, its own negligent failure to liability for its own negligent action, its own negligent failure to act, or its own willful act, or its own willful misconduct, misconduct, except except that that (i)

(i) this this subsection subsection shallshallnotnotbebeconstrued construedto tolimit limitthe theeffect effectofofSection Section 5.05; (ii) the the Trustee shallshall not not bebe liable liable for for any anyerror error ofofjudgment judgmentmade madeiningood goodfaith faithby byaa responsible responsible officer officer of the Trustee, ofthe Trustee, unless unless itit shall shallbebeproved provedthatthatthetheTrustee Trusteewas wasnegligent negligentinin ascertaining ascertaining the pertinent pertinent facts or was otherwise negligent in making the judgment;and facts or was otherwise negligent in making the judgment; and(iii)

(iii)nono 12 12

provision of provision of the the Trust Trust Agreements Agreements shall require the the Trustee to to expend or risk its own funds funds or otherwise incur any financial liability otherwise incur any financial liability in the performance in the performance of any of its duties hereunder, its duties hereunder, or or in the exercise the exercise of of any any of of its its rights rights oror powers, powers, if if itit shall shall have have reasonable reasonable groundsgrounds for for believing believing that repayment of such repayment of such funds funds or adequate indemnity against such risk or liability is not reasonably assured to assured to it. it.

(c)

(c) In no In no event shall the Trustee be liable for any losses arising out of the holding of any of any securities securities or or cash cash in in any any particular particular country, country, including losses resulting from nationalization, expropriation or other governmental nationalization, expropriation or other governmental actions; actions; regulation regulation of of the the banking banking or or securities industry; securities industry; exchange or currency controls or or restrictions, restrictions, devaluations devaluations or or fluctuations; fluctuations; availability of availability of securities securities or or cash cash oror market market conditions conditions which which prevent preventthe the transfer transferof ofproperty propertyor or the execution of securities transactions or affect the execution of securities transactions or affect the value of property. the value of property.

Section 5.

Section 07. Resignation, Removal and Successor Trustees.

5.07.

(a)

(a) The Trustee may resign at any time upon sixty (60) days' days' written written notification notification to to Consolidation and Consolidation and thethe NQF NQF Companies.

Companies.

(b)

(b) Consolidation and the the NQF NQF Companies Companies may mayremove removethe theTrustee Trusteeatatany anytime time upon thirty (30) days' written notification upon thirty (30) days' written notification to the Trustee. to the Trustee.

(c)

(c) If the Trustee shall be adjudged If adjudged bankruptbankrupt or or insolvent, insolvent,aavacancyvacancyshallshall thereupon be deemed to exist exist inin the the office office of ofTrustee Trustee andandaa successor successorshall shallthereupon thereuponbe be appointed by appointed by Consolidation Consolidation and and thethe NQF NQF Companies.

Companies.

(d)

(d) In the case of of any resignation resignation under under Section Section 5.07(a),

5.07(a), any anyremoval removalunder underSection Section 5.07(b),

5.07(b), or any vacancy under Section 5.07(c), Consolidation and the NQF Companies may or any vacancy under Section 5.07(c), Consolidation and the NQF Companies may appoint a successor Trustee. IfIfConsolidation Consolidationand andthe theNQF NQFCompanies Companiesare areunable unableto, to,or ordodonot, not, appoint a successor Trustee within 90 days after the resignation, appoint a successor Trustee within 90 days after the resignation, removal or deemed vacancy, removal or deemed vacancy, Consolidation, Consolidation, the the NQF NQF Companies Companies or orthetheTrustee Trusteemay mayapply applytotoany anycourt courtofofcompetent competent jurisdiction jurisdiction to to appoint appoint aa successor successor Trustee Trustee to to actact until until such such time, time, ififany, any, as as aa successor successor shall shall have have been been appointed appointed and and shall shall have have accepted accepted its its appointment appointment as as provided provided below.below. Any Any successor successor Trustee Trustee appointed appointed hereunder hereunder shall shall execute, execute, acknowledge acknowledgeand anddeliver delivertoto Consolidation Consolidation and and thethe NQF NQF Companies Companiesan anappropriate appropriatewrittenwritteninstrument instrumentaccepting acceptingsuch such appointment appointment hereunder, hereunder, subject subject to to all allthe theterms terms and andconditions conditionshereof, hereof,and andthereupon thereuponsuch such successor Trustee shall become fully vested with all the rights, powers, shall become fully vested with all the rights, powers, trusts, duties and trusts, duties and obligations obligations of of its its predecessor predecessor in in trust trust under under the the Trust Trust Agreements, Agreements, with with like like effect effect as as if if originally originally named named as as Trustee Trustee thereunder.

thereunder. The Thepredecessor predecessorTrustee Trusteeshall, shall,uponuponwritten writtenrequest request for for payment of all fees and expenses by Consolidation and the NQF Companies, delivertotothe payment of all fees and expenses by Consolidation and the NQF Companies, deliver the successor successor Trustee Trustee the the corpus corpus of ofthethe Trusts Trusts and andperform performsuchsuchother otheracts actsas asmay maybe berequired requiredororbe be desirable desirable to to vest vest andand confirm confirmin insaid saidsuccessor successorTrustee Trusteeallallright, right,title titleandandinterest interestininthethecorpus corpus of of the the Trusts Trusts to to which which itit succeeds.

succeeds.

Section Section 5.08.5.08. Merger MergerofofTrustee.

Trustee.Any Anycorporation corporationororother otherlegal legalentity entityinto intowhich whichthe the Trustee Trustee may may be be merged merged or orwith withwhich whichititmay maybe beconsolidated, consolidated,ororany anycorporation corporationororother otherlegal legal entity entity resulting resulting from from any anymerger mergeror orconsolidation consolidationtotowhich whichthe theTrustee Trusteeshall shallbe beaaparty, party,ororany any corporation or other legal entity to which the corporate trust functions corporation or other legal entity to which the corporate trust functions of the Trustee may be of the Trustee may be 13 13

transferred, shall transferred, shall be be the the successor successor Trustee Trustee under under thethe Trust Trust Agreements Agreements without without the the necessity necessity of of executing or filing executing or filing any additional acceptance of of the Trust Agreements or the performance or the performance of any of any further act further act on on the the part part ofof any any other other parties parties hereto.

hereto.

ARTICLE VI Powers of the Trustee Powers of the Trustee and and Investment Manager Section 6.01.

Section 6.01. General General Powers.

Powers. The TheTrustee Trusteeshall shall have have and and exercise exercise thethe following following powers and authority in the the administration of the the Trusts Trusts (i)(i) when such powerspowers and authority relate to a separate account established for an investment manager, only only toto carry carry out out the the directions of that investment manager, and (ii) where such powers powers and authority relate to and authority relate to investments made by the Trustee in accordance with Section Section 4.01(b),

4.01(b), inin its its discretion:

discretion:

(a)

(a) to purchase, receive or subscribe for any securities or or other other property, property, including including securities in limited partnerships, equity securities partnerships, limited limited liability companies, business trusts or similar securities, and to securities, to retain in trust such securities or other property; (b)

(b) to sell, exchange, convey, transfer, transfer, lend, lend, or otherwise dispose of any property held in the Trusts and to make any sale by by private private contract contract oror public public auction; auction; and andno noperson person dealing with the Trustee shall be bound bound to see to the application of the purchase moneyor to see to the application of the purchase money ortoto inquire into the validity, expediency or propriety of any such sale or other expediency or propriety of any such sale or other disposition; disposition; (c)

(c) to vote to vote in in person person or or by proxy any stocks, bonds or or other other securities held held inin the the Trusts; Trusts; (d)

(d) to exercise any rights appurtenant to to any any such such stocks, stocks, bonds bonds or orother othersecurities securities for the conversion thereof thereof into other stocks, bonds or or securities, or to exercise rights or securities, or to exercise rights oroptions options to subscribe for or purchase additional stocks, stocks, bonds bonds or or other other securities, securities, andandtotomake makeany anyandand all necessary payments with respect to any any such such conversion conversion or or exercise, exercise, as as well wellasastotowrite write options with respect to such stocks stocks and and toto enter enter into into any any transactions transactions in in other otherforms forms of ofoptions options with respect to any options which the Trusts have outstanding which the Trusts have outstanding at any time; at any time; (e)

(e) to join join in, dissent dissent from from oror oppose oppose the the reorganization, reorganization, recapitalization, recapitalization, consolidation, sale or or merger merger of of corporations corporations or or properties properties of ofwhich which thethe Trusts Trustsmaymayhold hold stocks, bonds or other or other securities or or in which any of them may be interested, upon suchterms in which any of them may be interested, upon such terms and conditions as as deemed deemed wise, wise, toto pay payanyany expenses, expenses, assessments assessmentsor orsubscriptions subscriptionsinin connection therewith, and to accept accept any any securities securities or or property, property, whether whether or ornot nottrustees trusteeswould wouldbe be authorized to invest in such securities or property, which may be in such securities or property, which may be issued upon any issued upon any such reorganization, recapitalization, consolidation, consolidation, sale sale oror merger mergerand andthereafter thereafterto tohold holdthethesame, same, without without any any duty duty toto sell; sell; (f)

(t) to to enter enter into into any any type type ofofcontract contract with with any any insurance insurancecompany companyor orcompanies, companies, either for the purposes of investment or otherwise; either for the purposes of investment or otherwise; provided that provided that no insurance insurance company dealing company dealing with with the the Trustee shall shall be be considered considered to to be be aa party partyto to the the Trust TrustAgreements Agreementsand andshall shallonly onlybe be bound bound byby and and held held accountable accountable to the extent of of its contract with the Trustee. Except Exceptas as otherwise otherwise provided provided by by any any contract, contract, thethe insurance insurance company companyneed needonly onlylooklooktotothe theTrustee Trusteewith with regard regard to to any any instructions instructions issued issued and and shall shall make makedisbursements disbursementsor orpayments paymentstotoany anyperson, person, including including thethe Trustee, Trustee, as as shall shall be be directed directed by bythethe Trustee.

Trustee. Where Where applicable, applicable, thethe Trustee Trustee shall shall 14 14

be the sole owner of any and all insurance policies or contracts issued. Such Suchcontracts contractsor or policies, unless otherwise determined, shall be held as an asset of of the Trusts for safekeeping or custodian purposes only; (g) pursuant to a separate written agreement between the Trustee and Consolidation the appropriate or the appropriate NQFNQF Company or Companies, to lend the assets of of the Trust or Trusts covered by such agreement and, specifically, to to loan any securities to brokers, loan any securities to brokers, dealers dealersor orbanks banks upon such terms, and secured in such manner, as may be determined by the Trustee, to permit the loaned securities to be transferred into into the the name name of ofthe the borrower borroweror orothers others and andtotopermit permitthethe borrower to exercise such rights of ownership over the loaned securities as may be required under the terms of of any such loan; loan; provided that, with respect to the lending of of securities securities pursuant to such separate writtenwritten agreement, agreement, the the Trustee Trustee shall shall bebedeemed deemedto tobebeaafinancial financial institution, within the meaning of of section 101 (22) of of the Bankruptcy Code); and provided further that any loans made from a Trust shall be made in conformity with such laws or further regulations governing such lending activities that may have been promulgated by any appropriate regulatory body at the time of such loan; and (h) to purchase or sell, write or issue, puts, calls, or other options, covered or uncovered, enter into financial futures futures contracts, contracts, forward forward placement placementcontracts contractsand andstandby standby contracts, and in connection connection therewith, therewith, deposit, deposit, hold hold or orpledge pledgeassets assetsof ofthe theTrusts Trustsor orsettle settle transactions in foreign exchange or foreign exchange contracts, swaps, exchange or foreign exchange contracts, swaps, synthetic guaranteed synthetic guaranteed investment contracts and other other derivative derivative investments, investments, provided that the Trustee shall have no custodial responsibility responsibility for for any any assets assets transferred transferred to to brokers brokers or orthird thirdparties partiesas asmargin marginor or collateral in connection with such activities.

with such activities.

Settlements of of transactions may may be be effected effected in in trading trading and and processing processingpractices practicescustomary customary in the jurisdiction or market where the transaction occurs. Consolidation Consolidationand andthe theNQF NQF Companies acknowledge acknowledge thatthat this this may, may, in incertain certaincircumstances, circumstances,requirerequirethe thedelivery deliveryof ofcash cashoror securities (or other property) withoutwithout the concurrent receipt of securities (or other property)or the concurrent receipt of securities (or other property) or cash, and, in such such circumstances, Consolidation circumstances, Consolidationand andthetheappropriate appropriateNQF NQFCompany, Company,asasthe thecase case may be, shall shall have have sole sole responsibility responsibilityfor fornonreceipt nonreceiptof ofpayment payment(or (orlate latepayment) payment)by bythe the counterparty.

Notwithstanding anything in in the the Trust Trust Agreements Agreements to to the the contrary, contrary, the Trustee shall not be responsible or or liable liable for for its its failure failure toto perform performunderunderthe theTrust TrustAgreements Agreementsor orfor forany anylosses lossestoto the Trusts resulting resulting from from any any event event beyond beyondthe thereasonable reasonablecontrol controlof the Trustee, ofthe Trustee,itsitsagents agentsoror subcustodians, including nationalization, strikes, strikes, expropriation, expropriation, devaluation, devaluation, seizure, seizure, or similar similar action by any governmental authority, de facto or de jure; or enactment, any governmental authority, de, facto or de jure; or enactment, promulgation, promulgation, imposition imposition or or enforcement enforcement by by any any such suchgovernmental governmentalauthorityauthorityof ofcurrency currencyrestrictions, restrictions, exchange controls, levies or other charges affecting the Trusts' Trusts' property; or the breakdown, property; or the breakdown, failure or malfunction malfunction of any utilities or telecommunicationssystems; of any utilities or telecommunications systems;or orany anyorder orderor orregulation regulation of of any banking banking or or securities securities industry, industry, including includingchanges changesininmarket marketrulesrulesandandmarket marketconditions conditions affecting the execution execution or or settlement settlement of oftransactions; transactions; or oracts acts of ofwar, war, terrorism, terrorism,insurrection insurrectionor or revolution; or or acts of of God; or any other similar similar event. This Section shall survive the termination This Section shall survive the termination of of the Trust Agreements.

Agreements.

15 15

Section 6.02.

Section 6.02. Specific Powers of of the the Trustee.

Trustee.The TheTrustee Trustee shall shall have have the following following powers and authority, to be exercised in its sole discretion, with respect to the with respect to the Trusts: Trusts:

(a)

(a) agents, custodians, to appoint agents, custodians, subtrustees, subtrustees, depositories depositories or counsel, domestic or foreign, as foreign, as to to part part or all of the Trusts and functions incident thereto where, where, in in the the sole sole discretion of the Trustee, such delegation is necessary in in order facilitate the operations of order to facilitate the operations ofthethe Trusts and such delegation Trusts delegation isis not inconsistent inconsistent with the the purposes purposes of the the Trusts Trusts or in contravention of contravention of any any applicable applicable law.

law. The The Trustee Trustee shall shall have have no no responsibility responsibility for for losses losses to to aa Trust resulting fromfrom the the acts acts or or omissions omissions of any foreignforeign custodian unless unless due to the foreign custodian's fraud, fraud, negligence, or willful misconduct, and shall have the power power to utilize utilize any any tax tax reclaim procedures with respect to taxes withheld to which which the the Trust Trust maymaybe be entitled entitledunder under applicable tax laws, treaties and regulations; provided that any exercise of such power by the Trustee shall be Trustee be on aa reasonable reasonable efforts efforts basis.

basis. To To the the extent extent that that the the appointment appointment of of any such person or entity may be deemed to be the appointment appointment of ofaa fiduciary, fiduciary, the the Trustee Trusteemay mayexercise exercise the powers granted hereby to appoint as such aa fiduciary fiduciary anyany person person or or entity entity(other (otherthan than ExGen or any other owner or operator of of a power power reactor reactor oror their their subsidiaries, subsidiaries, successors, successors,or or assigns or persons representing them). them). UponUpon suchsuch delegation, delegation, the the Trustee Trustee maymayrequire require such such reports, bonds or written agreements reports, agreements as as it deems deems necessary necessary to to properly properly monitor monitor the actions of of its delegate; (b) to cause any investment, either in whole or in part, in the Trusts to be registered into, the in, or transferred into, the Trustee's name or the names of of a nominee or nominees, including including to to that ofthe of the Trustee or an Affiliate, a clearing corporation, or or aa depository, depository, or orininbook-entry book-entry form, or to retain any such investment unregisteredunregistered or or in in aa form form permitting permittingtransfer transferby bydelivery, delivery, provided provided that the books and records of of the Trustee Trustee shall shall at at all all times times show showthatthatsuch suchinvestments investments are a part ofof the Trusts; and to cause any such investment, investment, or or the the evidence evidence thereof, thereof, to to be beheld held by the Trustee, in a depository, in a clearing corporation, in book-entry form, or by any other entity or in any other manner permitted permitted by by law; law; provided that the Trustee shall not be responsible for any losses resulting resulting from from the the deposit deposit oror maintenance maintenance of ofsecurities securitiesor orother other property (in accordance with market practice, custom, or regulation) custom, or regulation) with with any recognized foreign or domestic clearing facility, book-entrybook-entry system, system, centralized centralizedcustodial custodialdepository, depository,or or similar organization; (c)

(c) to make, execute and deliver, as as Trustee, Trustee, anyany andand all all deeds, deeds,leases, leases,mortgages, mortgages, conveyances, waivers, releases or or other instruments in writing necessary or desirablefor other instruments in writing necessary or desirable forthe the accomplishment of any of of any of the foregoing powers; foregoing powers; (d)

(d) to defend against or participate in any legal actions involving the Trusts or or the the Trustee in itsits capacity stated herein, in in the the manner manner and and to to the the extent extentititdeems deemsadvisable; advisable; (e)

(e) to form corporations corporations and and to to create create trusts, trusts, to to hold hold title title to to any anysecurity securityor orother other property, to enter into agreements creating creating partnerships partnerships or or joint jointventures venturesfor forany anypurpose purposeor or purposes determined determined by by the the Trustee Trustee to to be be in in the the best bestinterests interests of ofthe theTrusts; Trusts; (f) to establish establish and and maintain such separate accounts in accordance accordance with with the the instructions of Consolidation or the appropriate NQF of Consolidation or the appropriate NQF Company, Company, as Consolidation Consolidation or theor the 16 16

appropriate NQF appropriate NQF Company, as the case may may be, deemdeem necessary necessary for for the the proper properadministration administration of the Trusts, or as determined to be necessary of the Trusts, or as determined to be necessary by the Trustee; by the Trustee; (g)

(g) to hold uninvested cash in its commercial bank or that of to of an Affiliate, as it shall deem reasonable deem reasonable or or necessary; necessary; (h)

(h) to invest to invest in any collective, common or pooled trust fund operated or maintained exclusively for for the the commingling and collective investment of of monies or other assets including any such any such fund fund operated operated or maintained by the Trustee or an Affiliate. Consolidation Consolidationor orthethe appropriate appropriate NQF NQF Company expressly understands and agrees that any such collective fund may provide for the the lending of its securities by the collective fund trustee and that such collective fund's trustee fund's trustee will will receive receive compensation compensation for for the the lending lending of ofsecurities securities that that is is separate separate from from anyany compensation of of the Trustee hereunder, or or any any compensation compensationof ofthe thecollective collectivefund fundtrustee trusteefor for the management of such collective the management of such collective fund; fund; (i)

(i) to invest to invest in in open- end and open-end and closed-end closed-end investment companies, including including those those for for which the which Trustee or the Trustee or an an Affiliate Affiliate provides services for for aa fee, fee, regardless regardless of ofthe the purposes purposes for for which such such fund fund or or funds funds were werecreated, created,and andanyanypartnership, partnership, limited limitedor orunlimited, unlimited,joint jointventure venture and other forms of joint enterprise created and other forms of joint enterprise created for for any lawful purpose; (j)

(j) to enter into one or more standby trust agreements in substantially the form of of Exhibit E Exhibit E for for the the purposes purposes described described in in such such standby standbytrust trustagreement; agreement;and and (k)

(k) to generally generally take allall action, action, whether whether or or not not expressly expresslyauthorized, authorized,which whichthe the Trustee may deem necessary or desirable for the protection Trustee may deem necessary or desirable for the protection of the Trusts. of the Trusts.

Section 6.

Section 03. Reliance 6.03. Reliance onon Instructions.

Instructions. The powers described described in in Section Section 6.02 6.02 maymay bebe exercised exercised byby the the Trustee Trustee withwith or or without without instructions instructions fromfromConsolidation Consolidationor orthe theNQF NQFCompanies Companies or a party authorized by by Consolidation Consolidationor orthethe NQF NQFCompanies Companiestotoact actononits itsbehalf, behalf,but butwhere wherethe the Trustee acts on authorized authorized instructions, the Trustee shall be fully protected as describedinin instructions, the Trustee shall be fully protected as described Sections 5.05 and 5.06. All Alldirections directionsand andinstructions instructionstotothe theTrustee Trusteefromfroman anauthorized authorizedparty party shall be in writing, by facsimile transmission, electronic electronic transmission transmission subject subject to the the Trustee's Trustee's practices, practices, or or any any other other method method specifically specificallyagreedagreedto toininwriting writingby byConsolidation Consolidationororthe theNQF NQF Companies and the Trustee, Companies and the Trustee, provided provided the Trustee may, may, in in its its discretion, discretion, accept accept oral oral directions directions and and instructions instructions and and maymay require require confirmation confirmationin inwriting.

writing. Without Without limiting limiting the the generality generality of ofthe the foregoing, the Trustee shall not be liable for the acts or omissions of any foregoing, the Trustee shall not be liable for the acts or omissions of any person appointed under person appointed under paragraph paragraph (a)(a) ofofSection Section 6.026.02 pursuant pursuantto toinstructions instructionsauthorized authorizedby byConsolidation ConsolidationororaaNQF NQF Company.

Company.

Section Section 6.04.

6.04. Pricing PricingandandOther OtherData. Data.For Forpurposes purposesofofthis thisSection, "Market Data" Section, "Market Data" shall shall mean pricing or other data related to securities and other assets and includes, but isnot mean pricing or other data related to securities and other assets and includes, but is not limited limited to, to, security security identifiers, identifiers, valuations, valuations, bond bondratings, ratings,classification classificationdata,data,and andother otherdata data received received from from investment investment managers managers andand others.

others. In Inproviding providingMarket MarketData,Data,the theTrustee Trusteeisis authorized authorized to use pricing vendors, analytics providers, brokers, dealers, investmentmanagers, to use pricing vendors, analytics providers, brokers, dealers, investment managers, authorized authorized parties, parties, subcustodians, subcustodians, depositories depositoriesand andanyanyother otherperson personproviding providingMarket MarketDataDatatoto the the Trustee Trustee ("Data Providers"). The

("Data Providers"). The Trustee Trustee may may follow follow authorized authorizedinstructions instructionsininproviding providing pricing pricing or or other other Market MarketData,Data, even evenififsuch suchinstructions instructionsdirect directthe theTrustee Trusteetotooverride overrideitsitsusual usual 17 17

procedures and procedures and Market Market Data Data sources.

sources. The The Trustee Trustee shall shall be be entitled entitled to to rely rely without without inquiry inquiryon onall all Market Data (and all authorized instructions related to Market Market Data) provided to it, and provided to it, and the the Trustee shall Trustee shall not not be be liable for for any losses losses incurred incurred as as aa result result ofof errors errors oror omissions omissions with respect to any Market Data utilized by the Trustee or Consolidation to Consolidation or or NQF NQF Companies Companieshereunder.

hereunder.

Consolidation and and NQF NQF Companies each acknowledge that certain pricing or valuation information may be based on calculated amounts rather rather than actual actual market market transactions transactions and andmaymay not reflect actual market values, and that the variance between between suchsuch calculated calculated amounts amounts and and actual market market values values may may be be materiaL material. The The Trustee Trustee shall shall not not bebe required required to to inquire inquire intointo the the of any securities or other assets even pricing of even though though the the Trustee Trustee maymayreceive receivedifferent differentprices pricesforfor the same securities or assets.

assets. Market Data may be the intellectual property property of ofthethe Data Data Providers, Providers, which may impose additional terms and conditions upon Consolidation and NQF Companies' Companies' use of the Market Data.

Data. The The additional additional terms terms and and conditions conditions willwillbebeprovided providedby bythe theTrustee Trustee upon request of Consolidation or a NQF Company. Certain Certainservice serviceproviders providershired hiredby bythe the Trustee to provide, or assist the Trustee with with providing, providing, value-added value-added services servicesrequested requestedby by Consolidation or NQF Companies may not utilize an authorized party's party's directed directed price due to price due to constraints or differing system constraints differing data sources.

sources. Performance Performance measurement measurement and and analytic analytic services services may use different data sources than those used used by by the the Trustee Trustee to to provide provide Market MarketData Datafor forthe the Trusts, which may result in differences between custodial reports and performance between custodial reports and performance measurement measurement and analytic reports.

ARTICLE VII Amendments Section 7.01.

7.01. Amendment AmendmentAuthority.

Authority. Consolidation Consolidation and the NQF Companies may amend the Trust Agreements from time to time, provided:

time to time, prOVided:

(1) such amendment does not cause the Qualified Qualified Trusts Trusts to to fail fail to to qualify qualifyasas nuclear decommissioning reserve funds under section 468A of the Code and the Treasury ofthe Regulations thereunder; (2) any amendment to Section 8.04 shall require the approval of of ComEd ComEd (and any amendment of this Article VII that would alter the need for ComEd's ComEd's approval approval underunder this clause clause (2));

(2>>;

(3) any amendment to Section Section 8.05 8.05 shall shall require require the the approval approvalof PECO (and ofPECO (and any amendment of of this Article VII that would alter the need for PECO's PECO's approval approval under under this clause clause (3));

(3>>;

(4) any amendment amendment to Section Section 8.06 8.06 shall shall require require the the approval approvalof ofanyanyaffected affected Associated Public Utility Utility (and any amendment of this Article VII that would alterthe (and any amendment of this Article VII that would alter the need for such affected Associated Public Utility's Utility's approval approval under under this this clause clause (4));

(4>>; and and (5) any amendment that that would would affect affect the the responsibility responsibilityof the Trustee ofthe Trusteeshall shall require the approval of of the Trustee Trustee (and (and any any amendment amendment of ofthis thisArticle ArticleVII VIIthat thatwould would alter the need for the Trustee's Trustee'sapproval approvalunder underthisthisclause clause(5)).

(5).

The Trust Trust Agreements may may not not be be amended amended so so as as to to violate violatesection section468A 468Aof ofthe theCode Codeororthe the Treasury Regulations thereunder. The TheQualified QualifiedTrusts Trustsare areestablished establishedand andshall shallbe bemaintained maintained 18 18

for the for the sole sole purpose purpose of qualifYing qualifying as nuclear decommissioning reserve funds under section 468A of the Code and the Treasury Regulations thereunder. IfIfthe of the Code and the Treasury the Qualified QualifiedTrustsTrustswould wouldfail fail to to so so because of qualify because of any provision provision contained in the Trust Agreements, the Trust Agreements shall be deemed be deemed to to be be amended as necessary to conform with the requirements of of Code section 468A and the Treasury Regulations and the Treasury Regulations thereunder.thereunder.

Section 7.02.

Section 7.02. Notice Notice to to NRC.

NRC.Notwithstanding Notwithstandingany anyprovision provisionherein hereintotothe thecontrary, contrary, the the Agreements may not be modified in any material respect without first providing thirty (30)

Trust Agreements days' prior written notice to to the NRC NRC Director, Director, Office Office of ofNuclear Nuclear Reactor Reactor Regulation.

Regulation.

Consolidation shall be solely responsible for determining whether a modification is material, and the Trustee shall be protected for relying upon such determination. No Nomodification modificationwill willbebe made if the Trustee receives written objection from the NRC Director, Office of Nuclear ofNuc1ear Reactor Regulation, prior to modification.

ARTICLE VIII Termination Section 8.01.

Section Qualified Trusts.

8.01. Oualified Trusts.AAUnit'sUnit'sQualified QualifiedTrust Trustshall shallterminate terminateupon upon thethe earlier of either (i) substantial completion of of decommissioning of of that Trust's Unit or (ii)

Trust's Unit or (ii) disqualification of of that Unit's Unit's Qualified QualifiedTrustTrustby bythe the Internal InternalRevenue Revenue Service Service asas provided provided in in Treasury Regulations §§ 1.468A-5(c) 1.468A-5(c) or or any anycorresponding correspondingfuture futureTreasury TreasuryRegulation.

Regulation.

Consolidation or the NQF Companies, as applicable, shall shall provide provide thethe Trustee Trustee with with notice of the ofthe occurrence of such terminating occurrence of such terminating event. event.

Section 8. 02. Nongualified 8.02. Nongualified Trusts. Trusts. A Nonqualified Trust shall terminate upon termination termination by by the the NRC NRC of that Unit' ofthat Unit'ss license. Consolidation Consolidation or or the the NQF NQF Companies, Companies, as as applicable, shall provide the Trustee with notice of the occurrence of such provide the Trustee with notice of the occurrence of such terminating event. terminating event.

Section Section 8. 03. Distributions 8.03. Distributions Upon Upon Termination. Upon the termination termination of ofany any Trust, Trust, the the assets ofof the terminated terminated Trust Trust (after (after deducting deducting anyanyfinal final Trust Trustadministration administrationexpenses expenses(including (including accrued taxes paid directly directly toto aa taxing taxing authority))

authority)) shall shallbe bedistributed distributedininaccordance accordancewithwithany any required written directive directive of any applicable regulatory authority concerning termination ofsuch of any applicable regulatory authority concerning termination of such Trust provided to the Trustee by ConsolidationConsolidation or or an an NQF NQF Company, Company, as as applicable.

applicable. IfIfthere there isisno no required written written directive directive ofofany anyregulatory regulatoryauthority, authority,the theTrustee Trusteeshall shalldistribute distributesuch suchassets assetsasas directed in writing writing (which (which writing writing shall shallcertify certifythat thatthere thereisisno norequired requiredwritten writtendirective directivefromfromaa regulatory regulatory authority) by by Consolidation Consolidationor oran anNQF NQFCompany, Company,asasapplicable.

applicable.

Section Section 8. 04. Former 8.04. Former ComEdCornEd Units.Units. Upon Upon the the later later of ofthe the termination termination of ofthe the Qualified Qualified Trust oror the Nonqualified Nonqualified Trust for a Former CornEd Unit, the Trustee shall distribute theentire Trust for a Former ComEd Unit, the Trustee shall distribute the entire remaining amount amount of of such such Trust Trust or or Trusts Trusts for for such such Former Former ComEd CornEd Unit, Unit, including including all all accrued, accrued, accumulated accumulated and and undistributed undistributed net income,income, to ComEd.

CornEd. The Theinterest interestofofComEd CornEdin in any any Trust Trust relating toto aa Former Former ComEd CornEdUnit Unitisisnot notsubject subjecttotothetheclaims claimsofofcreditors creditorsofofComEd.

CornEd.

Section 8.05. FormerFormerPECO PECOUnits. Units.Absent Absent a written a written directive directiveofof the thePUC PUCwithin withinthirty thirty (30) days after after the PUC is notified of the termination of a Trust relating to a Former PECOUnit, the PUC is notified of the termination of a Trust relating to a Former PECO Unit, all of of the the assets of of the terminated terminated Qualified Qualified Trust Trust shall shall bebe distributed distributed to to Consolidation, Consolidation, and and allall of of the assets of the terminated Nonqualified Trust shall be distributed to the assets of the terminated Nonqualified Trust shall be distributed to the NQF Company that isthe NQF Company that is 19 19

the owner of the of such such Trust, Trust, except except that that if if aa Former Former PECO PECO Unit's Unit's Qualified Qualified Trust Trust is is terminated terminated prior prior to the the termination termination of of aa Former Former PECO PECO Unit's Unit's Nonqualified Trust, the assets of the terminated assets of the terminated Trust shall Qualified Trust shall bebe distributed distributed to thethe Nonqualified Trust for the the Former PECO Unit that is held byby the the appropriate appropriate NQF NQF Company.

Company. Consolidation Consolidation ororthe the appropriate appropriate NQFNQFCompany, Company,as asthe the case may be, shall provide the case may be, shall provide the TrusteeTrustee with notification that the Trust notification that the Trust has has been terminated and with either (i) the PUC written directive or (ii) a certificate signed signed by by its its Chairman Chairmanof the Board, ofthe Board, President or one of its Vice Presidents and its Treasurer its President Treasurer or or an an Assistant Assistant Treasurer, Treasurer, and andaa certificate signed by an officer of PECO, in both ofPECO, both cases certifying certifYing that that there there isis no no PUCPUCwritten written directive and that thirty (30) days have elapsed since notification to the PUC of termination prior oftermination to distribution ofof the assets ofof the terminated Trust.

Section 8.06.

Section 8.06. Additional AdditionalUnits.

Units.UponUponthe thelater laterofofthe thetermination terminationof ofa a Qualified Qualified Trust or a Nonqualified Trust for an Additional Unit, the Trustee shall distribute the entire remaining amount of such Trust or Trusts for such Additional Unit, including all accrued, accumulated and if there is an Associated Public Utility for such Additional Unit, to undistributed net income, (i) ifthere such Associated Public Utility, and (ii) if there is no Associated Public Utility for such Additional Unit, to Consolidation or the NQF Company, as applicable.

20 20

EXHIBIT "A-I" EXHIBIT "A-1" CERTIFICATE FOR PAYMENT CERTIFICATE PAYMENT OF DECOMMISSIONING DECOMMISSIONING COSTS The Northern The Northern Trust Trust Company, Company, as as Trustee Trustee 50 South 50 South LaSalle LaSalle Street Street Chicago, Illinois Chicago, Illinois 60603 60603 This Certificate Certificate is submitted pursuant to Section 3.02 of of the Master Terms for Trust Agreements (the "Master Terms").

Agreements (the "Master Terms"). All capitalized terms used in in this Certificate Certificate and and not not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Terms. In Terms. In your your capacity capacity as as Trustee, Trustee, you you are are hereby authorized and requested to to disburse disburse outout of of the [Unit name's] Qualified Trust to [payee]

the [Unit name's] Qualified Trust to [payee] the amount ofthe amount of $ for the payment of of the Decommissioning Costs that have been incurred with respect to the [Unit name]. Prior Priorto to making such disbursements, however, the Trustee shall provide thirty days prior prior written notice of of such disbursement to the NRC and shall not make such disbursement if if the Trustee receives written notice ofof any any objections objections from from the the NRC NRC Director, Director,Office Officeof Nuclear Reactor ofNuc1ear ReactorRegulations Regulations during such thirty day period, period, oror ififthe the Trustee Trusteereceives receivessuch suchnotice noticeatatany anylater latertime timethat thatisis nevertheless prior to disbursement.

nevertheless prior to disbursement. With respect to such Decommissioning Costs, Consolidation hereby certifies hereby certifies as as follows:

follows:

1.

1. The amount to be disbursed pursuant to this Certificate shall be solely used for the purpose of of paying the Decommissioning Decommissioning Costs the nature of of which are described in Schedule described Schedule A hereto. A hereto.

2.

2. None None of of the the Decommissioning Costs described in Schedule Schedule A hereto hereto have have previously previously been been made made thethe basis basis ofof any certificate pursuant pursuant to to Section 3.02 of of the Master Terms.

Terms.

3.

3. The amount to be disbursed disbursed from from the Qualified Qualified Trust pursuant to this Certificate shall be used solely for the purpose of of paying Qualified Decommissioning Costs Costs asas defined defined in in the the Master Master Terms.

Terms.

4.

4. Any Any necessary necessary authorizations authorizations of ofthe the ICC, ICC, PUC, PUC, NRCNRCor orany anycorresponding corresponding governmental authority having jurisdiction jurisdiction over over the decommissioning of the Unit the decommissioning of Unit have have been been obtained, obtained, other other than than thethe required required30 30days daysprior priorwritten writtennotice noticetotothe theNRC.

NRC.

IN WITNESS WITNESSWHEREOF, WHEREOF,the theundersigned undersignedrepresentative representativeof ofExelon ExelonGeneration Generation Consolidation, LLCLLC has executed executed this Certificate in Certificate in the capacity shown below as of of EXELON EXELON GENERATION GENERATION Acknowledged Acknowledgedby: by:

CONSOLIDATION, CONSOLIDATION, LLC LLC THE THE NORTHERNTRUST NORTHERN TRUSTCOMPANYCOMPANY By: _ _ _ _ _ _ _ _ _ _ _ _ __

By: By: _ _ _ _ _ _ _ _ _ _ _ _ __

By:

Name:

Name: Name:

Name:

Title:

Title:

Title:

Title:

Al-1 AI-I

EXHIBIT "A-2" CERTIFICATE FOR PAYMENT OF DECOMMISSIONING COSTS CERTIFICATE The Northern Northern Trust Company, as Trustee 50 South LaSalle Street Chicago, Illinois 60603 This Certificate is submitted pursuant pursuant to to Section Section 3.02 of ofthe the Master Master Terms Terms for for Trust Trust Agreements (the "Master Terms"). All capitalized "Master Terms"). capitalized terms terms used used inin this this Certificate Certificate and and not not herein shall have the otherwise defined herein the respective meanings assigned to such such terms terms in in the the Master Terms. In your capacity as Trustee, you are hereby authorized and requested to disburse out Terms. In your capacity as Trustee, you are hereby authorized and requested to disburse out of of the the [Unit name's] Nonqualified Trust Nonqualified Trust to [payee] the amount of of$$ for the payment of of the Decommissioning Costs Decommissioning Coststhat that have have been been incurred incurred with respect to the [Unit name]. Prior Priorto to making such disbursements, however, the the Trustee Trustee shall shall provide provide thirty days prior prior written written notice notice ofof such disbursement such disbursement to the NRC and shall not make such disbursement if if the Trustee receives receives written notice written notice of of any objections objections from from the the NRC NRC Director, Director, Office of Nuclear Reactor Regulations Regulations during such thirty day period, or if if the Trustee receives such such notice noticeat atany anylater later time time that that isis nevertheless prior to disbursement. With respect respect to to such such Decommissioning Decommissioning Costs, Costs, [eJ NQF

[*] NQF LLC LLC hereby certifies as follows:

The amount to be disbursed 1.

1. The pursuant to thispursuant amount to be disbursed Certificate shall be to this Certificate shallsolely be solely used for the purpose of paying the Decommissioning Costs the nature of of which are described in Schedule A hereto.

None of the Decommissioning2. None ofCosts describedCosts the Decommissioning in Schedule A hereto described in Schedule A heretohave have previously been made the the basis basis of ofany any certificate certificate pursuant pursuantto to Section Section3.023.02of ofthe theMaster Master Terms.

Any necessary authorizations3. of the authorizations Any necessary ICC, PUC, NRC of the or any ICC, PUC, NRCcorresponding or any corresponding governmental authority having jurisdiction over the decommissioning of of the Unit have have been obtained, other other than the the required required 3030 days days prior priorwritten writtennotice noticeto tothe theNRC.

NRC.

IN WITNESS WITNESSWHEREOF, WHEREOF,the theundersigned undersignedrepresentative representative of of [*]

[e]NQF NQFLLC LLC hashas executed this Certificate Certificate in the capacity shown below as of capacity shown below as of _ _ _ _ _ _ _ _ __ . ,

[*]

[e) NQF NQFLLCLLC Acknowledged by: by:

THE THE NORTHERN TRUST NORTHERN TRUST COMPANY COMPANY By:

Name:

Name: By:

By:

Title:

Title:

Name:

Name:

Title:

Title:

A2-1

EXHIBIT "B" EXHIBIT CERTIFICATE FOR CERTIFICATE FOR TRANSFER BETWEEN A QUALIFIED A QUALIFIED TRUST AND A A NONQUALIFIED NONQUALIFIED TRUST The Northern The Northern Trust Trust Company, Company, as as Trustee Trustee 50 South 50 South LaSalle LaSalle Street Street Chicago, Illinois 60603 Chicago, Illinois 60603 This Certificate is submitted pursuant to Section 3.04 of of the Master Terms for Trust Agreements (the "Master Terms").

Agreements (the "Master Terms"). All capitalized terms used in this Certificate Certificate and and not not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Terms. In Terms. Inyour yourcapacity capacityas as Trustee, Trustee, you youare arehereby herebyauthorized authorizedandandinstructed instructedas as follows follows (complete one):

(complete one):

To pay To pay $ in cash or securities from the [Unit name's] Nonqualified Nonqualified Trust to that Unit's Qualified Trust; or To pay To pay $$ in cash from from the the [Unit name's] Qualified Trust to that Unit's Nonqualified Trust.

Nonqualified Trust.

With respect to such payment, Consolidation and _ _ _ _ _ _ _ hereby certify certify as follows:

follows:

1.

1. Any amount stated herein to be paid from the Nonqualified Trust to the Qualified Trust is in accordance with the contribution limitations applicable to the Qualified Qualified Trust set forth in Section 2.02 of ofthe the Master Master Terms Terms and and the the limitations limitationsof ofSection Section3.04 3.04of the ofthe Master Master Terms.

Terms.

2.

2. Any amount amount stated stated herein herein to to be be paid paidfrom from the theQualified QualifiedTrust Trustto tothe theNonqualified Nonqualified Trust is in accordance with Section with Section 2.04 of the Master of the Master Terms. Consolidation Consolidationand and

_ _ _ _ _ _ have determined that such payment is appropriate under the standards of Section Section 2.04 2.04 of of the the Master Master Terms.

Terms.

IN WITNESS WITNESSWHEREOF,WHEREOF,the theundersigned undersignedhave haveexecuted executedthis thisCertificate Certificate in in the the capacity as shown below as of _ _ _ _ _ _,, ___'

EXELON EXELON GENERATION GENERATION [*]

[a) NQF NQFLLCLLC CONSOLIDATION, CONSOLIDATION, LLC LLC By:________________________

By: By:

By:

Name:

Name: Name:

Name:

Title:

Title:

Title:

Title:

B-1

Acknowledged Acknowledged by:

by:

THE NORTHERN NORTHERN TRUST TRUST COMPANY COMPANY By:_ _ _ _ _ _ _ _ _ _ _ __

Name:

Name:

Title:

B-2

EXHIBIT "C" "c" CERTIFICATE CERTIFICATE FOR FORWITHDRAWAL WITHDRAWAL OF EXCESS EXCESS CONTRIBUTIONS FROM QUALIFIED CONTRIBUTIONS FROM QUALIFIEDTRUST TRUST The Northern Northern Trust Trust Company, Company, as as Trustee Trustee 50 50 South South LaSalle LaSalle Street Street

Chicago, Chicago, Illinois Illinois60603 60603 This This Certificate Certificate is is submitted submitted pursuant pursuant to to Section Section 2.04 2.04 of ofthe the Master Master Terms Terms forfor Trust Trust Agreements Terms"). All

("Master Terms").

Agreements ("Master All capitalized capitalizedterms terms used usedininthis thisCertificate Certificateandandnot nototherwise otherwise defined defined herein herein shall shall have have the therespective respectivemeanings meaningsassigned assignedtotosuch suchterms termsininthe theMaster MasterTerms.

Terms.

In your capacity as Trustee, you are hereby authorized and instructed In your capacity as Trustee, you are hereby authorized and instructed to pay $ to pay $ in in cash cash to to Consolidation Consolidation from from the the [Unit

[Unit name's]

name's]Qualified QualifiedTrust.

Trust. With With respect respect toto such such payment, payment, Consolidation Consolidation hereby herebycertifies certifiesthat thatwithdrawal withdrawaland andtransfer transferpursuant pursuanttotoSection Section2.042.04ofofthe the Master Terms is appropriate and Master Terms is appropriate and that $that $ constitutes constitutes an excess contribution pursuantto an excess contribution pursuant to such Section.

such Section.

IN IN WITNESS WITNESSWHEREOF, WHEREOF,the theundersigned undersignedhavehaveexecuted executedthis thisCertificate Certificatein inthe the capacity capacity as as shown below as of EXELON EXELON GENERATION GENERATION CONSOLIDATION, CONSOLIDATION, LLC LLC By:

Name:

Name:

Title:

Title:

Acknowledged Acknowledgedby: by:

THE THE NORTHERNTRUST NORTHERN TRUST COMPANY COMPANY By: _ _ _ _ _ _ _ _ _ _ _ _ __

By:

Name:

Name:

Title:

Title:

C-I

EXHIBIT "D" CROSS-TRADING INFORMATION INFORMATION As part ofof the cross-trading cross-trading program program covered covered by by the the Exemption Exemptionfor forthe theTrustee Trusteeand anditsits Affiliates, the Trustee is to provide provide to to each each affected affected Trust Trust the the following followinginformation:

information:

I. The existence of of the cross-trading cross-trading program program The Trustee has developed and intends to utilize, wherever wherever practicable, practicable, aa cross-trading program program for for Indexed Indexed Accounts Accounts and and Large Large Accounts Accountsas asthose thoseterms terms are defined in in the the Exemption.

Exemption.

II.

II. The "triggering

<<triggering events" events" creating creating cross-trade cross-trade opportunities opportunities In accordance with the exemption three "triggering "triggering events" events" may maycreate create opportunities for cross-trading transactions. They Theyarearegenerally generallythe thefollowing following(see (see the Exemption for more information):

Exemption for more information):

A. A change in the the composition composition or or weighting weighting of ofthe the index index by by the the independent independent organization organization creating creating and and maintaining maintaining the the index; index; B. A change in the overall level of of investment in in an Indexed Indexed Account Account as as aa result ofof investments and withdrawals on on the account's account'sopening openingdate, date, where the Account is a bank collective fund, or or onon any any relevant relevant date date for for non-bank non-bank collective collective funds; however, a change in an provided, however, funds; provided, an Indexed Indexed Account resulting resulting from from investments investments or or withdrawals withdrawals of ofassets assets ofofthe the Trustee's own plans (other Trustee's own plans (other than than the Trustee's Trustee's defined contribution plans defined contribution plans under under which which participants may may direct amongamong various various investment investment options, options, including including Indexed Accounts) are are excluded as a "triggering "triggering event";

event"; or or C. A recorded declaration by the Trustee that an accumulation of of cash cash in in an an Indexed Account attributable to interest or dividends on, and/or and/or tender tender offers for, for, portfolio portfolio securities securities equal equal toto not notmore morethan than0.5%0.5%of ofthe the Account's Account'stotaltotalvalue value hashasoccurred.

occurred.

III.

III. The pricing mechanism mechanism utilized utilized forfor securities securities purchased or or sold sold Securities willwill be be valued valued at at the the current current market market value value forforthe thesecurities securitieson on the the date date of ofthe the crossing crossingtransaction.

transaction.

Equity Equity securities securities -- thethe current current market market value value for for the the equity equitysecurity securitywill willbe be the the closing closing price price onon the the day day of oftrading trading as as determined determinedby byananindependent independentpricingpricing service; unless the security security waswas added added to to or or deleted deleted from froman anindex indexafter afterthe theclose close of of trading, in in which which case case the the price price will will bebe the the opening openingpricepriceforforthat thatsecurity securityon on the the next business business dayday after after the the announcement announcement of ofthe theaddition additionor ordeletion.

deletion.

Debt Debt securities securities -- the the current current market market value value ofofthe the debt debtsecurity securitywillwillbe bethethe D-1 D-l

price determined byby the the Trustee Trustee asas of ofthe the close close of ofthe the day dayof oftrading tradingaccording accordingtoto the Securities and Exchange Commission's Commission's Rule Rule 17a-7(b)(4) 17a-7(b)(4) under underthe the Investment Company Company Act Act of of1940.

1940.

Debt securities that are not not reported reported securities securities oror traded traded onon an an exchange exchange will be valued based on an average of of the highest current independent bids and the lowest current independent offers on the day of of cross-trading. The TheTrustee Trusteewill will use reasonable inquiry to obtain such prices from at least three independent sources that are brokers or market makers. IfIfthere there are are fewer fewer than than three three independent sources to price price aa certain certain debt debt security, security, the the closing closingprice pricequotations quotations will be obtained from all available sources.

sources.

IV. The allocation methods Direct cross-trade opportunities will will bebe allocated allocated among amongpotential potentialbuyers buyers or sellers of of debt or equity equity securities securities onon aa pro pro rata rata basis.

basis. With respect to equity securities, please note the Trustee imposes imposes aa trivial trivial share share constraint constraintto to reduce reduce excessive custody ticket charges charges to participating participating accounts.

accounts.

v.

V. Other procedures implemented by the Trustee for its cross-trading practices The Trustee has developed developed certain certain internal internal operational operationalprocedures proceduresforfor cross-trading debt and equity securities. These Theseprocedures procedures are are available available upon upon request.

D-2

EXHIBIT "E" EXHIBIT "E" FORM OF STANDBY FORM TRUST AGREEMENT STANDBY TRUST AGREEMENT (See attached)

E-1 CHI 7287845v.4 E-1 CH 1 7287845vA

Form of of STANDBY TRUST AGREEMENT AGREEMENT FOR FOR [Name [Name of of Unit]

TRUST AGREEMENT AGREEMENT (the "Agreement") entered into as of (the "Agreement") of [date] by and between EXELON EXELON GENERATION GENERATIONCOMPANY, COMPANY,LLC, LLC, a Pennsylvania a Pennsylvanialimited limitedliability liabilitycompany, company,herein hereinreferred referredtotoasasthe the "Grantor," and THE "Grantor," THE NORTHERN NORTHERNTRUST TRUSTCOMPANY, COMPANY,5050South SouthLaSalle LaSalleStreet, Street,Chicago, Chicago,IL IL60603, 60603, the the "Trustee."

II Tntstee."

WHEREAS, WHEREAS, the the U.S.

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

ofthe U.S.

Government, pursuant pursuant to to the the Atomic Atomic Energy EnergyAct Actof of1954, 1954,as asamended, amended,and andthetheEnergy EnergyReorganization Reorganization Act Act of of1974, 1974, hashas promulgated promulgatedregulations regulationsin inTitle Title10,10,Part Part50, 50,of ofthe the Code Code of Regulations (10 Federal Regulations ofFederal CFR CFR Part Part 50).

50). These These regulations, regulations, applicable applicableto tothe theGrantor, Grantor,require requirethat thataaholder holderof, of,or oran anapplicant applicantfor, for, aa 10 CFR Part 50 license provide provide assurance assurance that that funds funds will will be be available available when whenneeded neededfor for required required decommissioning decommissioning activities. activities.

WHEREAS, WHEREAS, the the Grantor Grantorhas haselected, elected,when whennecessary, necessary,to touse useaaparent parentguarantee guaranteeto toprovide providepart partofof such such financial financial assurance assurance for for [Name

[Name of ofUnit];

Unit];

WHEREAS, WHEREAS, when whenpayment paymentisisrequired requiredtotobe bemade madeunderunderthe theparent parentguarantee, guarantee,this thisStandby StandbyTrust Trust shall shall be be used used for for the the receipt receipt ofofsuch suchpayment; payment; and and WHEREAS, WHEREAS, the the Grantor, Grantor, acting actingthrough throughits itsduly dulyauthorized authorizedofficers, officers,hashasselected selectedthe theTrustee Trusteetoto be be the the trustee trustee under under this this Agreement, Agreement, and andthetheTrustee Trusteeisiswilling willingtotoact actas astrustee; trustee; NOW, NOW, THEREFORE, THEREFORE,the theGrantor Grantorand andthe theTrustee Trusteeagree agreeasasfollows:

follows:

Section Section 1. 1. Definitions.

Definitions. As As used used ininthis thisAgreement:

Agreement:

(a)

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

(b)

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

Trustee.

Section Section 2. 2. Costs Costs of ofDecommissioning.

Decommissioning. This This Agreement Agreement pertainspertains to the costs of ofdecommissioning decommissioning

[name of Unit], as identified in License Number [], issued

[name of Unit], as identified in License Number [e], issued pursuant to 10 CFR Part 50.pursuant to 10 CFR Part 50.

Section Section 3. 3. Establishment Establishmentof ofFund.

Fund. The The Grantor Grantorand and thethe Trustee Trustee hereby hereby establish establish aa Standby StandbyTrust Trust Fund (the "Fund') for the benefit of the Grantor but only to the extent the Fund (the "Fund') for the benefit of the Grantor but only to the extent the provisions of31 U.S.c. 3302(b) provisions of 31 U.S.C. 3302(b) would wouldnot notbe beapplicable.

applicable. The TheGrantor Grantorand andthe theTrustee Trusteeintend intendthatthatno nothird thirdparty partyshall shallhave haveaccess accesstotothe the Fund Fund except as provided herein. The Trustee shall not be responsible nor shall it undertakeany except as provided herein. The Trustee shall not be responsible nor shall it undertake any responsibility responsibilityfor forthe theamount amountof, of,or oradequacy adequacyof ofthe theFund, Fund,nornorany anyduty dutytotocollect collectfrom fromthe theGrantor, Grantor,anyany payments necessary to discharge any liabilities of the Grantor payments necessary to discharge any liabilities of the Grantor established by NRC. established by NRC.

Section Section 4. 4. Payments Payments Constituting Constitutingthe theFund.

Fund. Payments Payments made made to to the the Trustee Trustee for for the the Fund Fund shall shall consist of cash, securities, or other liquid assets consist of cash, securities, or other liquid assets acceptable to the Trustee. The Fund is established initially acceptable to the Trustee. The Fund is established initially as as consisting consistingof ofthe theproperty propertyacceptable acceptableto tothetheTrustee.

Trustee.SuchSuchproperty propertyand andanyanyother otherproperty propertysubsequently subsequently transferred to the Trustee are referred to as the transferred to the Trustee are referred to as the "Fund," together with all earnings andprofits "Fund," together with all earnings and profitsthereon, thereon,less less any any payments paymentsor ordistributions distributionsmade madeby bythe theTrustee Trusteepursuant pursuanttotothis thisAgreement.

Agreement.The TheFund Fundshallshallbebeheld heldby by the the Trustee, Trustee, IN INTRUST, TRUST,as ashereinafter hereinafterprovided.

provided.

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

Plan.TheTheTrustee Trusteeshall shallmake make payments payments from from the the Fund Fund to to the the Grantor Grantor or or to to aa decommissioning decommissioning contractor contractorof ofthe theGrantor, Grantor,as asthe theGrantor Grantor may may designate, designate, upon upon presentation presentationto tothe theTrustee Trusteeof ofthe thefollowing:

following:

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

(Nuclear) of the ofthe Grantor (or such other authorized officer officer as maymay be be designated designatedby bythe theGrantor)

Grantor)attesting attestingtotothe the occurrence occurrence of ofthe the events, events,and and ininthe theform form set setforth forth in inthe the attached attached Specimen SpecimenCertificate Certificate(Appendix (Appendix A),

A), and and (b)

(b) A A certificate certificate attesting attesting to to the the following following conditions:

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

(2) that that the the funds funds withdrawn withdrawnwill willbebe expended expended for for activities activities undertaken undertakenpursuant pursuanttotothat thatplan.

plan.

Notwithstanding Notwithstanding the the foregoing, foregoing, exceptexcept for for payments payments for foradministrative administrativecosts costs(including (includingtaxes taxesandand other other incidental incidental expenses expenses of ofthethe Fund Fund (including (including legal,legal, accounting, accounting, actuarial, actuarial, andandTrustee Trusteeexpenses))

expenses>> inin connection connection with with the the operation operation of ofthethe Fund, Fund, no no disbursements disbursements or orpayments payments from from thetheFund Fundshallshallbebemade:

made:

(1)

(1) unless unless 30 30 working working days days priorpriorwritten written notice notice of ofsuch suchdisbursement disbursementor orpayment paymenthas hasbeen beenmademadetotothe the NRC NRC or or (2)

(2) ififthe the Trustee Trustee receives receives writtenwritten notice notice of ofan an objection objectionfrom from the the NRC's NRC'sDirector Directorof ofthe theOffice Officeof of Nuclear Nuclear Reactor Reactor Regulation Regulation or or the the Director Director of ofthethe Office Office of ofNuclear NuclearMaterial MaterialSafety Safetyand andSafeguards, Safeguards,as as applicable.

applicable. ExceptExcept that that thethe foregoing foregoing shall shall not not apply apply ififthethe Grantor Grantorisis making makingaawithdrawal withdrawalpursuantpursuant to to 10 10 CFR CFR 50.82(a)(8).

50.82(a)(8).

In In the the event event of of the the Grantor's Grantor's defaultdefault or or inability inability to to direct direct decommissioning decommissioningactivities,activities,the theTrustee Trustee shall:

shall: (1)(1)make makepayments paymentsfrom fromthe theFund Fundasasthe theNRC NRCororState Stateagency agencyshall shalldirect, direct,ininwriting, writing,totoprovide provide for for the the payment payment of ofthe the costs costs of ofrequired required activities activities covered covered by by this this Agreement; Agreement; (2) (2) make makedisbursements disbursementstoto the the Grantor Grantor or or other other persons persons as as specified specified by by the the NRC, NRC, or orState State agency, agency, fromfrom the thefund fund for forexpenditures expendituresfor for required required activities activities in in such such amounts amounts as as the the NRC, NRC, or orState State agency, agency, shall shalldirect directin inwriting; writing;and and(3) (3)refund refundtoto the the Grantor Grantor such such amounts amounts remaining remaining after after the the license license hashas been been terminated terminated or orasas the the NRC NRC or orState StateAgency Agency specifies specifies in in writing.

writing. Upon Upon refund, refund, such suchfunds funds shall shallno nolonger longerconstitute constitutepart partofofthe theFund Fundas asdefined definedherein.

herein.

Upon Upon presentation presentation of ofthethe certificates certificates described described above above to to the the Trustee Trustee or orupon uponreceipt receiptof ofaa direction direction to to make make aa distribution distribution from from the the NRC NRC or orState State Agency Agencyas as described describedin inthis thisSection, Section,the theTrustee Trusteeshallshall process process aa payment payment in in the the amount amount set setforth forth ininsuch suchcertificates certificates or ordirection directionand andshall shallnot notbeberesponsible, responsible,nor nor shall shall itit undertake undertake any anyresponsibility, responsibility,totoverify verifyany anymatters mattersset setforth forthininsuch suchcertificates certificatesorordirection.

direction.

Section Section 6. 6. Trust Trust Management.

Management. Grantor Grantor shallshall appoint appoint oneone orormore more Investment InvestmentManagers Managers(each (eachan an "Investment lvfanager") to "Investment Manager") to manage manage the the assets assets of ofthe the Fund Fundand andshall shalldirect directthetheTrustee Trusteewith withrespect respecttotothe the segregation segregation of ofthethe assets assets of ofthethe Fund Fundto to be be managed managed by byeacheachsuch suchInvestment InvestmentManager.

Manager.In Inthe theevent eventan an Investment Investment Manager Manager resigns resigns or or isis otherwise otherwiseterminated terminatedfor forany any reason reasonwithwithrespect respectto toaaportion portionof ofthe the Fund's Fund's assets, assets, the the Grantor Grantorshall shall appoint appointone oneor ormore moresuccessor successorInvestment InvestmentManagers Managerswith withrespect respecttotosuchsuch assets.

assets. TheThe Trustee Trustee shall shall act act with withrespect respect to to assets assets in in the the Fund Fundonlyonlyas asdirected directedby bythe theapplicable applicable Investment Invcstment Manager.

Manager. The The Trustee Trusteeshall shallinvest investand andreinvest reinvestthe theprincipal principaland andincome incomeof ofthe theFund Fundand andkeep keep the the Fund Fundinvested investedas as aa single single fund,fund, without withoutdistinction distinctionbetweenbetweenprincipal principaland andincome, income,ininaccordance accordancewith with directions directions of ofthethe Investment Investment Manager. Manager. In In investing, investing, reinvesting, reinvesting, exchanging, exchanging,selling, selling,andandmanaging managingthe the

Fund, Fund, the theGrantor Grantorshall shallrequire requirethe theInvestment InvestmentManager Managerto todischarge dischargeits itsduties dutieswith withrespect respecttotothe theFund Fundinin the the best best interest interest of ofthe the beneficiary beneficiary and and with with thethe care, care, skill, skill, prudence, prudence, and anddiligence diligenceunderunderthe the circumstances circumstances then then prevailing, prevailing, which whichpersonspersonsof ofprudence, prudence,acting actingin inaalike likecapacity capacityand andfamiliar familiarwith withsuch such matters, would use in the conduct of an enterprise of a like character matters, would use in the conduct of an enterprise of a like character and with like aims; except that: and with like aims; except that:

(a)

(a) The The Grantor Grantor shall shallensure ensurethat that nono Investment InvestmentManager Managerdirectsdirects the the Trustee Trusteetoto acquire or hold securities or other obligations acquire or hold securities or other obligations of the Grantor, or any other owner oroperator of the Grantor, or any other owner or operatorof of 22

any nuclear nuclear power power reactor, reactor, or or any any of oftheir theiraffiliates, affiliates, subsidiaries, subsidiaries, successors, successors, or orassigns, assigns,as as defined defined in in the the Investment Investment CompanyCompany Act Act ofof1940, 1940,as asamended amended(15 (15 U.S.C.

U.S.C.80a-2(a)),

80a-2(a>>,or orininaamutual mutual fund in in which which at at least least 50 50 percent percent of ofthe the Fund Fundisisinvested investedininthe thesecurities securitiesof ofan anNRCNRClicensee licenseeof ofaa nuclear nuclear power power plant, plant, or or aa parent parent company companywhose whosesubsidiary subsidiaryisisan anowner owneror oroperator operatorof ofaaforeign foreign or or domestic domestic nuclear nuclear power power plant.

plant. TheThe Investment InvestmentManager Managermay maydirect directthetheTrustee Trusteeto toacquire acquireor or hold hold an an investment investment tied tied to to market market indices indicesor orother othernonnuclear-sector nonnuclear-sectorcollective, collective,commingled, commingled,or or mutual funds (i.e. a mutual fund in which less that 50 percent mutual funds (Le. a mutual fund in which less that 50 percent of the Fund is invested in the of the Fund is invested in the securities securities of ofaa licensee licensee or or aa parent parent company company whose whosesubsidiary subsidiaryisisan anowner owneror oroperator operatorof ofaaforeign foreign or or domestic nuclear power plant), however, that no more than 10 percent of trust assetsmay domestic nuclear power plant), however, that no more than 10 percent of trust assets maybe be indirectly indirectly invested invested in in securities securities of ofanyanyentity entityowning owningor oroperating operatingone oneor ormore morenuclear nuclearpowerpower plants.

plants.

(b)

(b) For For aa reasonable reasonable time, time, notnot to to exceed exceed60 60 days, days, thetheTrustee Trustee isis authorized authorizedto tohold hold uninvested uninvested cash, awaiting investment or distribution, without liability for the payment ofinterest cash, awaiting investment or distribution, without liability for the payment of interest thereon.

thereon.

(c)

(c) The The Grantor Grantor shallshall ensure ensure thatthat any any Investment Investment Manager Managershall shalladhere adhere to tothe the applicable applicable State-specific investment standard and/or the "prudent investor" standard as specified State-specific investment standard and/or the "prudent investor" standard as specified in in 18 18 CFR CFR35.32(a)(3) 35.32(a)(3) of ofthethe Federal FedemlEnergy EnergyRegulatory RegulatoryCommission Commissionregulations regulationsor orany any successor successor regulation regulationthereto thereto(the (the "Prudent "Prudent Investor Standard"); and Investor Standard'); and (d)

(d) The The Grantor, Grantor, its its affiliates, affiliates, andand its its subsidiaries subsidiariesare are prohibited prohibitedfrom from acting actingas as investment investment manager for the funds or from giving day-to-day management direction of thefunds' manager for the funds or from giving day-to-day management direction of the funds' investments investments or or direction directionon onindividual individualinvestments investmentsby bythe thefunds fundsexcept exceptthatthatthe theGrantor, Grantor,or oranan affiliate affiliate oror subsidiary, subsidiary, may mayact actas as ananinvestment investmentmanager managerininthe thecasecaseofofpassive passivefund fundmanagement management of oftrust trust funds funds where where management managementisislimited limitedto toinvestment-tracking investment-trackingmarket marketindices.

indices.

Section Section 7. 7. Commingling Comminglingand andInvestment.

Investment. The The Trustee Trustee isis expressly expresslyauthorized authorized at at the the direction directionof of the Investment Manager:

the Investment Manager:

(a)

(a) To To transfer, transfer, fromfrom timetime to to time, time, any anyor orall allof ofthe the assets assets of the Fund ofthe Fundto toany any common, common, commingled, commingled,or orcollective collectivetrust trustfund fundcreated createdby bythe theTrustee Trusteeininwhichwhichthe theFund Fundisis eligible eligible to to participate, participate, subject subjectto to all allofofthe theprovisions provisionsthereof,thereof,totobe becommingled commingledwith withthetheassets assetsof of other other trusts trusts participating participatingtherein; therein; and and (b)

(b) To Topurchase purchasesharessharesininany anyinvestment investmentcompany companyregistered registeredunder underthe theInvestment Investment Company Company Act Actof of1940 1940(15(15U.S.C.

U.S.c.80A-1 80A-l et et seq.),

seq.),including includingone onethatthatmay maybe becreated, created,managed, managed,or or underwritten, underwritten, or or toto which whichinvestment investmentadvice adviceisisrendered, rendered,ororthe theshares shares of ofwhich whichare aresold soldby bythethe Trustee.

Trustee. The TheTrustee Trustee may mayvotevotesuch suchshares sharesininits itsdiscretion.

discretion.

Section Section 8. 8. Express Express Powers Powersof ofTrustee.

Trustee. Without Withoutin inany anyway waylimiting limitingthe thepowers powersand anddiscretion discretion conferred conferred upon uponthe the Trustee Trusteeby bythe the other otherprovisions provisionsof ofthis thisAgreement Agreementor orbybylaw, law,inincarrying carryingout outdirections directions given given to to the theTrustee Trusteehereunder, hereunder,the theTrustee Trusteeisisexpressly expresslyauthorized authorizedand andempowered:

empowered:

(a)

(a) To To sell, sell, exchange, exchange,convey, convey,transfer, transfer,or orotherwise otherwisedisposedisposeof ofanyanyproperty propertyheld heldbyby it, it, by bypublic publicor orprivate privatesale, sale,as asnecessary, necessary,for forprudent prudentmanagement managementof ofthe theFund; Fund; (b)

(b) To To make, make, execute, execute,acknowledge, acknowledge,and anddeliver deliveranyanyand andallalldocuments documentsof oftransfer transfer and andconveyance conveyanceand andanyanyand andallallother otherinstruments instrumentsthat thatmay maybe benecessary necessaryor orappropriate appropriateto tocarry carry out outthethepowers powersherein hereingranted; granted; 33

(c) To register register any any securities securities held held in in the the Fund Fund in in its its own ownname, name, or orin inthe thename nameof ofaa nominee, and and toto hold hold any any security security in inbearer bearer form form or or ininbook bookentry, entry, or orto tocombine combinecertificates certificates representing representing such such securities securities with with certificates certificates of ofthe the same same issue issue held held by by thethe Trustee Trusteein inother other fiduciary capacities, capacities, to reinvest reinvest interest interest andand dividend dividend payments payments and and funds funds from from matured maturedand and redeemed redeemed instruments, instruments, to to file file proper proper formsforms concerning concerning securities securities held heldin inthetheFund Fundin inaatimely timely fashion fashion with with appropriate appropriate government government agencies, agencies, or or toto deposit deposit or orarrange arrange for for the the deposit depositof ofsuch such securities securities in a qualified qualified central depository, even though, when so deposited, such securitiesmay central depository, even though, when so deposited, such securities may be be merged merged and and held held in in bulk bulk inin the the name name of ofthe the nominee nominee or orsuch suchdepository depositorywith withother othersecurities securities deposited deposited therein therein byby another another person, person, or or to to deposit deposit or or arrange arrange for for the the deposit deposit of ofany anysecurities securities issued issued by the U.S. Government, or any agency or instrumentality thereof, with aFederal by the U.S. Government, or any agency or instrumentality thereof, with a FederalReserveReserve Bank, Bank, butbut thethe books books and and records records of ofthethe Trustee Trustee shall shall at at all all times times showshowthat thatall allsuch suchsecurities securitiesare are part part of ofthe the Fund; Fund; (d)

(d) To To deposit deposit any any cash cashin in the the Fund Fundin ininterest-bearing interest-bearingaccounts accountsmaintained maintainedor or savings savings certificates issued by the Trustee, in its separate corporate capacity, orin certificates issued by the Trustee, in its separate corporate capacity, or inanyanyother other banking banking institution institution affiliated affiliated with with the the Trustee; Trustee; and and (e)

(e) To To compromise compromise or or otherwise otherwise adjust adjust all claims claims in in favor favor of oforor against against the the Fund.

Fund.

Section Section 9. 9. Taxes Taxes and andExpenses.

Expenses. All All taxes taxes of ofany any kind kind that thatmaymaybe be assessed assessed or or levied levied against against or or in in respect respect ofofthe the Fund Fundand andallallbrokerage brokerage commissions commissions incurred incurred by by the the Fund Fund may may be be paid paidfromfromthe theFund.

Fund.

All All other other expenses expenses incurred incurred by by the the Trustee Trustee in inconnection connectionwith withthe theadministration administrationof this Trust, ofthis Trust,including including fees fees for legal services rendered to the Trustee, the compensation of the Trustee to the extent notpaid for legal services rendered to the Trustee, the compensation of the Trustee to the extent not paid directly directly byby the the Grantor, Grantor, and and allall other other proper proper charges charges and and disbursements disbursementsof ofthe the Trustee, Trustee,may maybe bepaid paidfromfrom the the Fund.

Fund. TheThe Grantor Grantorshall shall (i)

(i) determine determine the the taxability taxabilityof ofTrust Trustincome, income,(ii) (ii)calculate calculatethe theamount amountof ofany any taxes taxes owed owed by by the the Trust, Trust, (iii)

(iii) direct direct thethe Trustee Trustee regarding regarding the the payment paymentof ofsuch suchtaxes, taxes,and and(iv)(iv)be be responsible responsible for for the the preparation preparation and and filing filing ofofanyany required requiredtax taxforms forms relating relatingto tothe theTrust Trustor ordistributions distributions from from the Trust, including Form 1041 or any other information or tax returns. The Trusteeagrees the Trust, including Form 1041 or any other information or tax returns. The Trustee agreestoto cooperate cooperate in in providing providing the the Grantor Grantor or or its its designee designee with with such suchinformation information as as isis contained contained within withinits its ordinary business records and is needed in order to timely ordinary business records and is needed in order to timely complete any such form. complete any such form.

Section Section 10. 10.Annual AnnualValuation.

Valuation. After After payment payment has has beenbeen mademade intointothis thisTrust, Trust,thetheTrustee Trusteeshall shall furnish on a monthly basis to the Grantor a statement furnish on a monthly basis to the Grantor a statement confirming the value of the Trust. Anysecurities confirming the value of the Trust. Any securitiesinin the the Fund Fundshall shall be be valued valuedat at market market value value within within aa reasonable reasonable time time of ofsuch suchstatement.

statement. The The failure failureof ofthe the Grantor to object in writing to the Trustee within 90 days after the Grantor to object in writing to the Trustee within 90 days after the statement has been furnished tothe statement has been furnished to the Grantor Grantor shall shall constitute constitute aa conclusively conclusivelybinding bindingassentassentby bythetheGrantor, Grantor,barring barringthe theGrantor Grantorfrom from asserting asserting any claim or liability against the Trustee with respect to the matters any claim or liability against the Trustee with respect to the matters disclosed in the statement. disclosed in the statement.

Section Section11. 11. Advice Advice of ofCounsel.

Counsel. The The Trustee Trusteemay, may, from from time time to totime, time, consult consultwith withcounsel, counsel,who who may be counsel to the Grantor, with respect to any question arising may be counsel to the Grantor, with respect to any question arising as to the construction ofthis as to the construction of this Agreement Agreement or orany any action actionto to bebe taken takenhereunder.

hereunder. The TheTrustee Trusteeshall shallbe befully fullyprotected, protected,totothe theextent extent permitted by law, in acting on the advice permitted by law, in acting on the advice of counsel. of counsel.

Section Section 12. 12. Trustee Trustee Compensation.

Compensation. The The Trustee Trusteeshall shallbe beentitled entitledto toreasonable reasonablecompensation compensationfor for its services, as agreed upon in writing from time to its services, as agreed upon in writing from time to time with the Grantor. time with the Grantor.

Section Section13. 13.Successor SuccessorTrustee.Trustee. Upon Upon60 60daysdaysnotice noticetotothe theGrantor, Grantor,the theTrustee Trusteemay mayresign; resign; upon upon 60 days notice to the Trustee, the Grantor may replace the Trustee; but such resignationoror 60 days notice to the Trustee, the Grantor may replace the Trustee; but such resignation replacement replacement shall shall notnot bebe effective effective untiluntil the the Grantor Grantorhas has either eitherappointed appointedaasuccessor successorTrustee Trusteeand andthisthis successor successor accepts the appointment, or implements another financial assurance mechanism specifiedinin10 accepts the appointment, or implements another financial assurance mechanism specified 10 CFR CFR50.75(e).

50.75(e). TheThesuccessor successorTrusteeTrusteeshallshallhavehavethe thesamesamepowers powersand andduties dutiesas asthose thoseconferred conferredupon uponthe the 44

Trustee Trustee hereunder.

hereunder. Upon Upon thethe successor successorTrustee's Trustee's acceptance acceptanceof ofthe theappointment, appointment, the the Trustee Trusteeshall shallassign, assign,

transfer, transfer, and and pay pay over over to to the the successor successor Trustee Trustee the the funds funds and andproperties properties then thenconstituting constitutingthe the Fund.

Fund.If, If,for for any any reason, reason, the the Grantor Grantor cannot cannot or or does does notnot act actinin the the event eventof ofthe the resignation resignationof ofthe theTrustee, Trustee,the theTrustee Trustee may may apply apply to to aa court court of ofcompetent competent jurisdiction jurisdictionfor forthetheappointment appointmentof ofaasuccessor successorTrusteeTrusteeor orforfor instructions.

instructions. The successor Trustee shall specify the date on which it assumes administrationof The successor Trustee shall specify the date on which it assumes administration ofthe theTrust Trust in a writing sent to the Grantor and the present Trustee by certified in a writing sent to the Grantor and the present Trustee by certified mail 10 days before such change mail 10 days before such change becomes becomes effective.

effective. Any Anyexpenses expenses incurred incurredby bythe the Trustee Trusteeas asaaresult resultof ofanyanyof ofthe theacts actscontemplated contemplatedby by this section shall be paid as provided this section shall be paid as provided in Section 9. in Section 9.

Section Section 14. 14. Instructions Instructions to to the the Trustee.

Trustee. All All orders, orders, requests, requests, and and instructions instructions under under this this Agreement Agreement by the Grantor or an Investment Manager to the Trustee shall be in writing, signedby by the Grantor or an Investment Manager to the Trustee shall be in writing, signed bysuch such persons persons as are signatories to this Agreement or such other designees as the Grantor may designateinin as are signatories to this Agreement or such other designees as the Grantor may designate writing.

writing. The The Trustee Trusteeshall shallbebefully fullyprotected protectedin inacting actingwithout withoutinquiry inquiryininaccordance accordancewith withthetheGrantor's Grantor'soror an an Investment Manager's orders, requests, instructions, or certificates, including the making ofpayments Investment Manager's orders, requests, instructions, or certificates, including the making of payments in in reliance reliance upon upon certificates certificates presented presented by by thethe Grantor Grantorpursuant pursuant to to Section Section5. 5. IfIfthe the NRC NRC or orState Stateagency agency issues issues orders, orders, requests, requests, ororinstructions instructions to to the theTrustee Trusteein inthetheevent eventof ofGrantor Grantordefault, default,these theseshall shallbe beinin

writing, writing, signed signedby bythe theNRC, NRC,StateStateagency, agency,or ortheir theirdesignees, designees,and andthe theTrustee Trusteeshall shallactactand andshall shallbe befully fully protected protected in inacting acting without withoutinquiry inquiryininaccordance accordancewith withsuch suchorders, orders,requests, requests,and andinstructions.

instructions.The TheTrustee Trustee shall shall have have the the right righttoto assume, assume, in inthe theabsence absenceof ofwritten writtennoticenoticeto tothe thecontrary, contrary,that thatno noevent eventconstituting constitutingaa change change or or aa termination terminationof ofthe theauthority authorityof ofany anyperson personto toact actononbehalf behalfof ofthe theGrantor, Grantor,the theNRC, NRC,or orState State

agency, agency, hereunder, hereunder, has has occurred.

occurred. The TheTrustee Trusteeshallshallhavehaveno noduty dutytotoact actininthe theabsence absenceof ofsuch suchorders, orders,

requests, requests, and and instructions instructions fromfromthe the Grantor Grantorand/orand/orthe theNRC, NRC,or orState Stateagency, agency,exceptexceptas asprovided providedfor for herein herein andand shall shallincur incurnonoliability liabilityfor fornot notacting actingon onsuchsuchorders, orders,requests requestsororinstructions instructionsasasaaresultresultofofthethe non-delivery, non-delivery, or ordelay delayininthe thedelivery, delivery,of ofaadirection directionor orinstruction, instruction,or orerror errorininthethetransmission transmissionof ofsuch such direction directionor orinstruction, instruction,to tothe theTrustee.

Trustee.

Section Section 15. 15. Amendment Amendmentof ofAgreement.

Agreement. This ThisAgreement Agreementmay maybe beamended amendedby byananinstrument instrumentinin writing writingexecuted executedby bythe theGrantor, Grantor,the theTrustee, Trustee,and, and,ififapplicable, applicable,the theNRCNRCor orState Stateagency, agency,or orby bythethe Trustee Trustee and and the the NRC NRCor orState StateAgency, Agency,ififthe theGrantor Grantorceases ceasesto toexist.

exist.Notwithstanding Notwithstanding any any provision provision herein hereinto to the the contrary, contrary, this this Agreement Agreementcannot cannotbe bemodified modifiedininany anymaterial materialrespect respectwithout withoutfirst firstproviding providing 30 30 working working days days prior priorwritten writtennotice noticeto tothe theNRC's NRC'sDirector Directorof ofthe theOffice Officeof ofNuclear NuclearReactor ReactorRegulation Regulationor or the the Director Directorof ofthe the Office Officeof ofNuclear NuclearMaterial MaterialSafetySafetyand andSafeguards, Safeguards,applicable.

applicable. This ThisAgreement Agreementmay may not notbe beamended amendedififthe theTrustee Trusteereceives receiveswritten writtennotice noticeof ofobjection objectionfrom fromthe theDirector, Director,Office Officeof ofNuclear Nuclear Reactor ReactorRegulation, Regulation, or orthe theDirector, Director,OfficeOfficeof ofNuclear NuclearMaterials MaterialsSafetySafetyand andSafeguards, Safeguards,as asapplicable, applicable, within withinthe thenotice notice period.

period.

Section Section16. 16.Termination.

Termination. This This Trust Trustshall shallcontinue continueuntil untilterminated terminatedatatthe thewritten writtenagreement agreementof of the the Grantor, Grantor, the the Trustee, Trustee,and,and,ififapplicable, applicable,the theNRC NRCor orState StateAgency, Agency,or orbybythetheTrustee Trusteeand andthe theNRCNRCoror State State Agency Agency ififthe the Grantor Grantorceases ceases to to exist.

exist. Upon Upontermination terminationof ofthe theTrust, Trust,all allremaining remainingTrustTrustproperty, property, less less final final Trust Trustadministration administrationexpenses, expenses,shall shallbe bedelivered deliveredtotothe theGrantor Grantoror orits itssuccessor, successor,or ortransferred transferredtoto another anotherfinancial financial assurance assurancemechanism mechanismspecifiedspecifiedinin10 10CFRCFR50.75(e),

50.75(e),as asappropriate appropriateand andininaccordance accordance with withitsitsinstructions.

instructions.

Section Section17. 17.Immunity Immunityand andIndemnification.

Indemnification. The TheTrustee Trusteeshallshallnot notincur incurpersonal personalliability liabilityof ofany any nature nature ininconnection connectionwith withanyanyactactor oromission, omission,made madeiningood goodfaith, faith,ininthe theadministration administrationofofthis thisTrust, Trust,oror inincarrying carryingout outanyanydirections directionsby bythetheGrantor, Grantor,the theNRC, NRC,or orState Stateagency, agency,issued issuedininaccordance accordancewith withthis this Agreement.

Agreement. The TheTrustee Trusteeshall shallbebeindemnified indemnifiedand andsavedsavedharmless harmlessby bythetheGrantor Grantorororfrom fromthetheFund, Fund,oror

both, both,from fromand andagainst againstanyanypersonal personalliability liabilitytotowhich whichthe theTrustee Trusteemay maybe besubjected subjectedby byreason reasonof ofany anyactact ororconduct conductin initsitsofficial officialcapacity, capacity,including includingall allexpenses expensesreasonably reasonablyincurredincurredininits itsdefense, defense,ininthe theevent event the theGrantor Grantorfails failstotoprovide providesuchsuchdefense.

defense.

55

Section 18.

Section 18. Choice Choice of of Law.

Law. This This Agreement Agreement shall shall be be administered, administered, construed, construed, and and enforced enforced according to the laws of the State of Illinois.

according to the laws of the State of Illinois.

Section 19.

Section 19. Interpretation Interpretation and and Severability.

Severability. As As used used in this this Agreement, Agreement, words words in in the the singular include the plural and words in the plural include the singular. The descriptive headings include the plural and words in the plural include the singular. The descriptive headings for each section for each section of this Agreement shall not affect the interpretation or the legal efficacy of this Agreement. If any part of this Agreement shall not affect the interpretation or the legal efficacy of this Agreement. If any part of of this Agreement is invalid, it shall not affect the remaining provisions, which will this Agreement is invalid, it shall not affect the remaining provisions, which will remain valid and remain valid and enforceable.

enforceable.

IN WITNESS IN WITNESS WHEREOF, WHEREOF, the parties have the parties have caused caused this this Agreement Agreement to to be be executed executed byby the the respective officers duly authorized and their respective respective officers duly authorized and their respective seals to seals to be hereunto affixed and attested as of of the date first written above.

date first written above.

ATTEST:

ATTEST:

EXELON GENERATION EXELON GENERATION COMPANY, COMPANY, LLC LLC By: [name]

By: [name]

Its: [title]

Its: [title]

ATTEST:

ATTEST:

THE NORTHERN THE NORTHERN TRUST TRUST COMPANY COMPANY By: [name]

By: [name]

Its: [title]

Its: [title]

66

Appendix A Appendix A CERTIFICATE OF CERTIFICATE OF EVENTS EVENTS The Northern The Northern Trust Trust Company, Company, as Trustee of Standby as Trustee of Standby Trust Trust for for [Name

[Name ofof Trust] ("Northern")

Trust] ("Northern")

50 S. LaSalle Street 50 S. LaSalle Street Chicago, Illinois Chicago, Illinois 60603 60603 Attention:

Attention: [e] [*]

Re: Standby Re: Standby Trust Trust for for [name

[name of of Unit]

Unit] ("Trust")

("Trust")

To whom To whom it it may may concern:

concern:

In accordance accordance with with the the terms terms of of the the Standby Standby Trust Trust Agreement Agreement for for [Name

[Name of ofUnit],

Unit], with with you you dated dated

[date], I, [insert name of authorized officer], [insert position] of Exelon Generation Company,

[date], I, [insert name of authorized officer], [insert position] of Exelon Generation Company, LLC, LLC, hereby hereby certifies certifies that that the the following following events events have have occurred:

occurred:

1. Exelon

1. Exelon Generation Genemtion Company, Company, LLC LLC has has begun begun the the decommissioning decommissioningof of[name

[name ofofUnit],

Unit],

located at [address] (hereinafter called the decommissioning).

located at [address] (hereinafter called the decommissioning).

2.

2. The The plans plans and and procedures procedures forfor the the commencement commencement and and conduct conduct of ofthe the decommissioning decommissioning have have been noticed and approved by the U.S. Nuclear Regulatory Commission,or been noticed and approved by the U.S. Nuclear Regulatory Commission, orits itssuccessor, successor,on on

[date] (copy of approval attached).

[date] (copy of approval attached).

3.

3. The The Board Board ofof Directors Directors of Exelon Corporation, ofExelon Corpomtion, the the parent parent of Exelon Generation ofExelon Generation Company, Company, LLC, has adopted the attached resolution authorizing the commencementof LLC, has adopted the attached resolution authorizing the commencement ofthe the decommissioning.

decommissioning.

[Title]

[Title]

Date Date

Attachment Attachment 44 Subordinate Subordinate Trust Trust Agreement Agreement

SUBORDINATE SUBORDINATE TRUST TRUST AGREEMENT AGREEMENT THIS THIS SUBORDINATE SUBORDINATE TRUST AGREEMENT, AGREEMENT, made made and and entered entered into into onon this this [e]

[*] day dayof of

[],

[e], 2013, 2013, by by and and among among the the limited limitedliability liabilitycompanies companies formedformed underunder the the laws lawsof ofNevada Nevadaand and listed listed on on thethe signature signature pages pages hereto hereto (individually (individually and and collectively collectively referred referred to to herein herein as as the the "Company"),

"Company"), Northern Northern Trust Trust Company Company (the (the "Trustee"),

"Trustee"), the the Trustee Trustee of of each each of ofthe thenuclear nuclear decommissioning decommissioning trusts trusts identified identified in in Schedule Schedule IIhereto hereto (the (the "Trust")

"Trust") established establishedto to hold holdassets assetsof of the the Company Company and and THETHE BANKBANK OF OFNEW NEWYORK YORKMELLON MELLON(hereinafter (hereinafter referred referred to to asasthe the "Subordinate "Subordinate Trustee"),

Trustee"),

WITNESSETH:

WITNESSETH:

WHEREAS, WHEREAS, the the Company Company and and the the Trustee Trustee have have established established the the trusts trusts pursuant pursuant to to an an agreement agreement (the (the "Trust "Trust Agreement")

Agreement") to to hold hold and andretain retainassets assets forfor the thedecommissioning decommissioningof ofnuclear nuclear generating generating units units owned ownedand andoperated operatedby byExelon ExelonGeneration GenerationCompany, Company,LLC; LLC; WHEREAS, WHEREAS, under under thethe Trust TrustAgreement Agreementand andpursuant pursuantto tothe thedirection directionof ofthetheCompany, Company,the the Trustee Trustee shall execute a subordinate trust agreement under which the subordinatetrustee shall execute a subordinate trust agreement under which the subordinate trustee shall shall hold hold andand retain retainany anyassets assets of ofthe theTrust Trustwhich whichthe theTrustee Trusteecontributes contributesthereto; thereto; NOW, NOW, THEREFORE, THEREFORE,ititisisagreed agreedthat thatthe theSubordinate SubordinateTrusteeTrusteeshall shallestablish establishand andmaintain maintain aa subordinate trust as follows:

subordinate trust as follows:

SECTION SECTION11 1.1 1.1 Each Each Company Company represents represents and and warrants warrants that thatits itsTrust Trustisis(i)(i)a anuclear nucleardecommissioning decommissioningtrust trust and and (ii)

(ii) an an"accredited "accredited investor" investor" within withinthe themeaning meaningofofRegulation RegulationDDissued issuedunder underthe theSecurities Securities Act Act ofof 1933.

1933. The TheCompany Companywill willimmediately immediatelynotify notifythetheSubordinate SubordinateTrusteeTrusteeififatatanyanytime timeitithas has reason reason to believebelieve thatthat its its Trust Trust maymay at at that that time time or or ininthethefuture future nonolonger longerqualify qualify as as an an "accredited "accredited investor".

investor".

SECTION SECTION22 2.1 2.1 TheThe Trustee Trustee hereby hereby establishes establishes withwiththe theSubordinate SubordinateTrusteeTrusteeatatthe thedirection directionof ofthe theCompany Company aa subordinate trust consisting of sums of money and such property subordinate trust consisting of sums of money and such property acceptable to the Subordinate acceptable to the Subordinate Trustee Trustee as as the the Trustee Trustee may may from from timetime to to time time deliver delivertotothethe Subordinate SubordinateTrusteeTrusteeand andthe the Subordinate Trustee hereby agrees to receive in trust such Subordinate Trustee hereby agrees to receive in trust such additional transfers. additional transfers.

2.2 2.2 The The Subordinate Subordinate Trustee Trustee shall shall have have no no duty dutytotodetermine determine or orcollect collectanyanymonies monies from fromthe the Trustee and shall be solely accountable for monies or properties Trustee and shall be solely accountable for monies or properties actually received by it. actually received by it.

2.3 2.3 AllAll monies monies and andproperties properties which whichbecome becomesubjectsubjecttotothis thisAgreement, Agreement,all allinvestments investmentsand and reinvestments reinvestments made therewith and proceeds thereof and all earnings and profits thereon,less made therewith and proceeds thereof and all earnings and profits thereon, lessthe the payments payments of ofexpenses, expenses,distributions distributionsand andotherwise otherwisewhichwhichatatthe thetime timeofofreference referenceshallshallhavehavebeen been made made by by thetheSubordinate Subordinate Trustee Trustee as as authorized authorized herein herein and and anyanylosses losses hereto, hereto, are arereferred referred toto herein hereinas asthe the"Fund".

"Fund".

11 CH1 CHI7731352v.1 7731352v.l

2.4 TheTheFundFundshall shallbebeheld heldby bythe theSubordinate SubordinateTrusteeTrusteeinintrusttrustand andmanaged, managed,invested investedand anddealt dealt with in accordance with the provisions of of this this Agreement.

Agreement.

SECTION SECTION 33 3.1 The Company shall notify the Subordinate Subordinate Trustee in writing writing of ofall all persons persons or orentities entitieswho who are authorized to act on its behalf behalf under under thethe terms terms of of this this Agreement Agreement and and the the rights, rights, powers powers and and duties of each such person duties person oror entity entity and and in in the the absence absenceof ofsuch suchnotice, notice,thetheSubordinate SubordinateTrustee Trustee shall rely solely upon the Company.

Company.

3.2 TheTheSubordinate SubordinateTrustee Trustee shall shall bebe entitled entitledto to deal deal with withany any such suchperson personor orentity entity identified identified by by the Company until notified otherwise otherwise by by the the Company, Company, in in writing.

writing.

3.3 The Company shall fully indemnify and save harmless the Subordinate Subordinate Trustee Trustee fromfrom liability liability and expense incident to any act or failure failure to act act byby reason reason of ofthethe Subordinate Subordinate Trustee's Trustee's reliance reliance compliance with upon or compliance with instructions instructions issued issued by by any anysuchsuchperson personor orthe theCompany.

Company.

SECTION SECTION 4 4.1 The Subordinate Trustee shall make make suchsuch payments payments withinwithin aa reasonable reasonable timetime outoutof ofthe theFund Fund Company may from time to as the Company to time time in in writing writing (whether (whether transmitted transmitted by by mail, mail, facsimile facsimile and and any other agreed-upon electronic or agreed-upon electronic or telephonic telephonic means)means) direct.

direct. TheTheSubordinate SubordinateTrusteeTrustee may mayatat any time and for any reason pay all or any any portion portion of of the the Fund Fund to to the the Trustee Trustee eveneven though though the the Trustee Trustee does does not so so request.

request. Subject Subject to the foregoing, to the foregoing, all income of the all income the Fund Fund shall shall be be accumulated.

4.2 TheTheSubordinate SubordinateTrustee Trusteeshallshallbebefully fullyprotected protectedin inmaking makingsuch suchpayments payments from from time time toto time time and shall be charged with no no responsibility responsibility whatsoever whatsoever respecting respecting the the application application of ofsuch suchmonies monies upon payment.

upon payment.

SECTION SECTION 55 5.1 As directed by the Company, the Trustee may may deliver deliver written written investment investment policies, policies, objectives objectives and guidelines guidelines to the Subordinate Trustee from from time to time with with respect respect toto the the investment investment and and reinvestment reinvestment of of the the Fund Fund and and thetheSubordinate Subordinate Trustee Trustee shall shallexercise exerciseitsitsinvestment investmentduties duties hereunder hereunder in in accordance accordance with with suchsuch investment investment policies, policies, objectives objectives and and guidelines.

guidelines. Such investment policies, investment policies, objectives objectives and guidelines as and guidelines as may be amendedamended from from time time to to time, time, shall shallbe be communicated to the Subordinate Trustee in writing. The investment communicated to the Subordinate Trustee in writing. The investment policies, objectives and policies, objectives and guidelines are attached as Exhibit A, A, and and are are incorporated incorporated by by reference reference into into this this Agreement, Agreement, and and shall be part of shall of this this Agreement.

Agreement. Subject Subject totothe theforegoing, foregoing, the theSubordinate Subordinate Trustee Trustee shallshall from from time to time to time time invest invest and and reinvest reinvest the the Fund Fund and andkeepkeepititinvested, invested,without withoutdistinction distinctionbetween between principal principal and and income, income, as as itit ininits itssole solediscretion discretiondeems deemsadvisable.

advisable. Such Such investment investment and and reinvestment reinvestment shall shall not not be restricted restricted to securities securities or or property property of of the thecharacter character authorized authorized for for investments by by trustees trustees under under anyany statute statute or orother otherlaws lawsof ofany anystate, state,district districtororterritory.

territory.

5.2 InInaddition additiontotoanyanypower powergranted grantedtototrustees trusteesunderunderany anystatute statuteor orother otherlaws, laws,such suchlaws lawsand and statutes if if necessary being incorporated incorporated herein herein by by reference, reference, thethe Subordinate SubordinateTrustee's Trustee's investment investment 22 CHI CHI 7731352v.1 7731352vJ

powers shall include, but shall not be limited powers limited to, to, thethe power power to to purchase, purchase, subscribe subscribe for, for, invest invest andand reinvest funds reinvest funds in,in, hold, hold, sell, sell, transfer transfer or or otherwise otherwise dispose dispose of of the the following following (subject (subject to to the the Investment Guidelines Investment Guidelines attached attached hereto hereto as as Exhibit Exhibit A, and andprohibitions prohibitions against against self-dealing self-dealing within within the meaning of Code Section Section 4951, as as made made applicable applicable to to the the Fund Fundby by Code Codesection section468A(e)(5)):

468A(e)( 5>>:

(a) domestic domestic or foreign foreign common common and and preferred preferred stocks,stocks, including including warrants, warrants, rights rights andand preferred stocks preferred stocks or debt debt securities convertible into such common stock, regardless of securities convertible into such common stock, regardless of where or how traded; (b) corporate corporate bonds, notes, notes, debentures, debentures, mortgage mortgage or or asset-backed asset-backed securities, securities, structured structured notes, forward forward contracts contracts on on foreign foreign exchange exchange contracts, contracts, derivative derivative instruments, instruments, repurchase agreements repurchase agreementsand and other other similar similar type type of of securities securities or or instruments, instruments, and and commercial paper; bonds or (c) bonds or other other obligations obligations of of the the United United StatesStates of of America America or or anyany foreign foreign governmental entity and any agencies thereof, thereof, or or anyany bonds bonds or or other other obligations obligations which whichare are directly or indirectly guaranteed guarantee~ by the United States, any foreign governmental entity or any agency thereof; (d) obligations of of the states and of of municipalities municipalities or or of ofany any agencies agencies thereof; thereof; savings accounts, (e) savings certificates of deposit and other types of accounts, certificates of time time deposits, deposits, bearingbearing aa reasonable rate of interestinterest based based upon upon the the duration, duration, amount, amount, typetype andandgeographical geographical area, area, or bankers' acceptances, acceptances, with with any any financial fInancial institution institutionor orquasi-financial quasi-financial institution institutionor orany any department of the same, either domestic or department or foreign, foreign, underunder the the supervision supervision of of the the United United States or or anyany State, State, including including any any such suchfinancial fInancial institution institution owned, owned, operated operated or or maintained maintained by or otherwise affiliated with, the Subordinate Trustee otherwise affiliated with, the Subordinate Trustee in its corporate or in its corporate or association capacity capacity (including (including any department department or division of the same) same) or or aa corporation corporation or association affiliated with the same; the same; (f) any composite security owned, operated and and maintained maintained by by the the Subordinate Subordinate Trustee Trustee or or any of its affiliates, affIliates, including, but but not limited to, demand notes, short-term notesand not limited to, demand notes, short-term notes andcash cash equivalent funds; (g) any collective, collective, common or pooled pooled trust trust fund fund operated operated or or maintained maintained exclusively exclusively for for the commingling and collective investment investment of of monies monies or or other other assets assets including including any any such such fund fund operated operated or or maintained maintained by by the the Subordinate Subordinate Trustee Trustee or or any any of of itsitsaffiliates.

affiliates.

Notwithstanding Notwithstanding the the provisions provisions of this this Agreement Agreement which which place place restrictions restrictions upon upon the the actions actions of the the Subordinate Subordinate Trustee, Trustee, to the the extent extent monies monies or or other other assets assets are areutilized utilizedtoto acquire acquire units of of any any collective collective trust, trust, thethe terms terms of ofthe the collective collective trust trust plan plandeclaration declaration of of trust shall solely solely govern govern the the investment investment duties, duties, responsibilities responsibilities and and powers powers of ofthethe trustee trustee of such collective trust trust and, and, to to the the extent extent required required by by law, law, such such terms, terms, responsibilities responsibilities and and powers shall shall bebe incorporated incorporated hereinherein by by reference reference and and shall be part of of this Agreement. For For purposes of of valuation, valuation, the the value value of ofthe the interest interest maintained maintained by by the the Fund Fundin insuch suchcollective collective trust shall be the the fair fair market market value value of ofthe the collective collective fund fund units units held, held, determined determined by by the the Subordinate Subordinate TrusteeTrustee in in its its sole solediscretion discretion ininaccordance accordancewith withgenerally generallyrecognized recognized valuation procedures.

procedures. The Company Company expressly expressly understands understands and and agrees agrees that that anyany such such collective fund may may provide provide for for the the lending lending of ofits itssecurities securities (and (andinvestment investmentof ofcollateral) collateral) by the the collective collective fundfund trustee trustee on on such such termsterms as as ititmay mayininitsitsdiscretion discretiondetermine determineand andthat that such collective collective fund's trustee will receive compensation from such collective fund for fund's trustee will receive compensation from such collective fund for such transactions transactions that is is separate separate fromfrom any any compensation compensation of of the theSubordinate Subordinate Trustee Trustee 3

3 CH1 CHI 7731352v.1 7731352v.1

thereunder, thereunder, or any compensation compensation of the collective collective fund trustee trustee forfor the the management management of of such collective collective fund.

fund.

(h)

(h) open-end open-end and closed-endclosed-end privateprivate and and registered registered investment investment companies, companies, including including those those for which which the the Subordinate Subordinate Trustee Trustee or an an affiliate affiliate provides provides services services for for aa fee, fee, regardless regardless of of the the purposes purposes for for which which such such fund fund or or funds funds were were created, created, and and any any partnership, limited or unlimited, joint joint venture venture and and other other forms forms of ofjoint joint enterprise enterprise created created for any any lawful lawful purpose, purpose, including including fundsfunds or or other other entities entities owned, owned, operated operated or ormaintained maintained by, oror otherwise otherwise affiliated affiliated with, with, thethe Subordinate Subordinate Trustee Trustee in in its its corporate corporate or or association association capacity or a corporation or association association affiliated affiliated with with the the same; same; (i) individual or or group group insurance insurance policies policies and and contracts contracts including, including, but butnot notlimited limitedto, to,life life insurance, annuity annuity (fixed (fixed or or variable) variable) and and investment investment policies policiesand andcontracts; contracts; (j)

G) purchase, enter, sell, purchase, enter, sell, hold, hold, and and generally generally deal deal in any any manner manner in in and and with with financial fmancial futures futures contracts, forward placement contracts, standby contracts, swaps or any contracts, forward placement contracts, standby contracts, swaps any other other property property and and in in connection connection with with suchsuch contracts, contracts, depositing depositing holdingholding or or directing directing aa custodian or an affiliate affiliate of of the Subordinate Subordinate Trustee, in in its its individual individual capacity capacity to to deposit deposit or or hold or or pledge pledge assets assets of of the the Fund; Fund; totowrite,write,issue, issue,purchase, purchase, sell, sell, exercise, exercise, permit permit to to expire, expire, permit permit to to be be held held ininescrow, escrow, and and otherwise otherwise to to acquire, acquire, dispose dispose of, of, hold holdand and generally deal in in any any manner manner with with and and in in all all forms forms of ofcovered coveredor oruncovered uncoveredoptionsoptionsininany any combination; combination; (k)

(k) purchase, sell and retain The Bank of of New York Mellon Mellon Corporation Corporation stock; stock; andand (1)

(1) toto sell sell short short anyany domestic domestic or or foreign foreign security.

security.

5.3 InIn furtherance furtherance and not in in limitation limitation of of the the foregoing, foregoing, the the Subordinate Subordinate Trustee Trustee shall shall have have andand may exercise the power, power, authority authority and and discretion discretion at at all all time time totoretain, retain,purchase purchaseand andinvest investininany any securities, instruments or or other other investments investments reasonably reasonably determined determined by by thethe Subordinate SubordinateTrustee Trusteeinin its its sole discretion discretion to to be be appropriate appropriate to to achieve achieve the the investment investment objective objective and/or and/or policies policies delivered delivered by by the the Trustee, as amended from time to time. Notwithstanding Notwithstandinganything anything else else in in this this Agreement Agreement to to the the contrary, contrary, including, including, without without limitation, limitation, any any specific specific or or general general powerpower granted granted to to the the Subordinate Trustee, including including the the power power to to invest invest in inreal realproperty, property, no noportion portionofofthe theFund Fundshallshall be be invested invested in in real real estate estate other other thanthanthrough through investment investment in inpublicly publiclytradedtradedsecurities securities issued issuedby by real real estate estate investment investment trusts.

trusts. For For this this purpose, purpose, "real "real estate" includes, but is not not limited limited to, to, real real

property, property, leaseholds leaseholds or ormineral mineralinterests.

interests.

5.4 TheTheSubordinate SubordinateTrustee Trusteemay, may, ininitsitsdiscretion, discretion, hold holdcashcash uninvested uninvested pendingpending distribution distribution or or investment and otherwise keep investment and otherwise keep such portion such portion of the the Fund in cash or cash balances asasdeemed Fund in cash or cash balances deemed advisable from time to to time, time, andand shall shall keep keep suchsuch portion portionof ofthe theFund Fundinincash cashororcash cashbalances balancesasas may may be specified specified fromfrom timetime to time time inin aawritten written request request of ofthethe Trustee Trustee or orCompany Company to to meet meet contemplated contemplated payments from the Fund. Such Suchdeposits depositsmay maybe bewith withthe theSubordinate SubordinateTrusteeTrusteeororits its affiliate.

affiliate. The The Subordinate Subordinate Trustee Trustee shallshall not not bebe liable liablefor for any anyinterest intereston onanyanycash cashso somaintained.

maintained.

The The Company Company acknowledges acknowledges that, that, as partpart of ofthe theSubordinate SubordinateTrustee'sTrustee'scompensation, compensation, the the Subordinate Subordinate TrusteeTrustee willwill earn earn interest intereston onbalances, balances,including includingdisbursement disbursementbalances balancesand andbalances balances arising arising from from purchase purchase and and sale saletransactions.

transactions.

5.5 5.5 Notwithstanding Notwithstanding any any other other provision provisionin inthis this Agreement, Agreement,the theSubordinated SubordinatedTrusteeTrustee shall shall not not engage engage in in any any act act ofof self-dealing self-dealing as as defined defined by by Section Section 468A468Aof ofthe theCode.

Code.

44 CHI CHI7731352v.1 7731352v,1

5.6 Notwithstanding any Notwithstanding any other provision in in the the Agreement, Agreement, the theSubordinate SubordinateTrustee Trustee shall responsible for shall be responsible compliance with for compliance with Sections Sections 4.2, 4.2, 4.3 4.3 and 4.4 of of the the Master Master TermsTerms of of the the Trust Agreement Agreement listed listed in item 1 of Schedule Schedule Ito I tothis thisAgreement, Agreement, or or Sections Sections 3.03 3.03 andand 5.04 5.04 ofof the Master Master Terms Terms of of the Trust Agreements the Trust Agreements listed listedininitemsitems22 and and 33 of Schedule Schedule I to to this this Agreement, Agreement, as and to the extent extent that that such such provisions provisions apply apply to to the the assets assets held held by by the the Subordinate Subordinate Trustee Trustee under this this Agreement.

Agreement. With respect respect to Section Section 4.2(b)(vii) 4.2(b)(vii) of the the Master Master TermsTerms of of the the Trust Agreement listed in in item item 11ofofSchedule ScheduleIItotothis thisAgreement, Agreement,ititisisunderstood understoodthat thatthetheterms terms and conditions of of the the trust trust document document establishing establishing anyany collective collective fundfund shall shallsolely solelygovern governthe theinvestment investment duties, responsibilities andand powers powers ofofthe the trustee trustee of ofsuch suchcollective collectivefund.fund.

SECTION 6 6.1 The Subordinate Trustee is authorized authorized and and empowered, empowered, in in addition addition to to powers powers granted granted under under the Probate, Estates and Fiduciaries Code of of the Commonwealth of Pennsylvania, as amended, the Commonwealth of Pennsylvania, as amended, which statute, to the extent of of its granting of of powers applicable applicable to trusts of of aa similar similar nature nature to this Trust, is incorporated herein by reference:

incorporated herein by reference:

(a) subject subject to to Section 5, to to purchase, purchase, subscribe subscribe for for oror otherwise otherwise acquireacquire any any forms forms of of source; property from any source; (b) to vote in person person or or by by proxy proxy any any stocks, stocks, bonds bonds or or other other securities securities held held ininthe the Fund, Fund, without obligation to without any obligation to inquire as to or or follow follow the the wishes wishes of of the the Trustee Trustee or or Company Company with respect to the voting of of any such such stocks, stocks, bonds bonds or or securities; securities; (c) to exercise any rights appurtenant to any such stocks, bonds or or other other securities securities for the conversion thereof into other stocks, stocks, bonds bonds or or securities, securities, or to exercise or to exercise rightsrights ororoptions options to subscribe for or purchase purchase additional additional stocks, stocks, bonds bonds or or other other securities, securities, and and toto make make any any and all necessary necessary payments payments with respect to any any such such conversion conversion or or exercise, exercise, or or toto write write covered call option contracts contracts on on any any such such stocks, stocks, bonds bonds or or other other securities, securities, or orto to engage engage in in any transaction in any transaction other forms in other forms of options options whichwhich are are directly directly related related to to aa covered covered call call option contract which the Fund Fund has has outstanding; outstanding; (d) to join in,in, dissent dissent from from or oroppose opposethe thereorganization, reorganization,recapitalization, recapitalization,consolidation, consolidation, sale or merger of of corporations or or properties properties of of which which the the Fund Fund may may hold holdstocks, stocks,bonds bondsor or other securities or other securities which itit may or in which may be beinterested, interested, upon upon such such terms terms and andconditions conditions as as deemed wise, to pay any any expenses, expenses, assessments assessments or subscriptions subscriptions in in connection connection therewith, therewith, and to accept accept any any securities securities or or property, property, whether whether or not not trustees trustees wouldwould be be authorized authorized to to such securities or property, which may be issued upon any such reorganization, invest in such securities or property, which may be issued upon any such reorganization, recapitalization, recapitalization, consolidation, consolidation, sale sale or merger and thereafter or merger thereafter to hold hold thethe same, same, without without any duty to sell; (e) to make, make, execute, execute, acknowledge acknowledge and deliver any and and allall assignments, assignments, documentsdocuments of of transfer and transfer conveyance and and conveyance and anyany and and all otherother instruments instruments that may may be be necessary necessary or or appropriate to carry out the powers powers herein herein granted; granted; (f) to cause any investment, either in whole or in in part, part, in in the the Fund Fund to to be be registered registered in, in, or or transferred transferred into, the Subordinate Trustee's name or the names of of aa nominee nominee or or nominees, nominees, including including but not limited to that that of of the the Subordinate Subordinate Trustee,Trustee, aa clearing clearing corporation, corporation, or aa depository, depository, or or in book entry form, form, or to retain retain anyany such such investment investment unregistered unregistered or or in a form permitting transfer form permitting transfer by delivery, provided by delivery, provided that that the books and the books and records records of of the the 5

CHI 7731352v.1 7731352v.1

Subordinate Subordinate Trustee shall at all times show show thatthat such such investments investments are are aa part part ofofthetheFund; Fund; and to cause any such investment,investment, or the evidence evidence thereof, thereof, to be held held inin any any jurisdiction jurisdiction by the Subordinate Trustee, in in aa depository, depository, in in aaclearing clearingcorporation, corporation,ininbook bookentry entryform, form, or by by any any other other entity entity or or ininanyanyotherothermanner mannerpermitted permitted by by law; law; provided provided that that the the Subordinated Trustee shall not be responsible for for any any losses losses resulting resulting fromfrom the the deposit deposit or or maintenance of securities or or other other property property (in (in accordance accordance with withmarket marketpractice, practice,custom, custom, regulation) with or regulation) with anyany recognized recognized foreign foreign or ordomestic domesticclearingclearingfacility, facility,book-entry book-entry system, centralized custodial depository, or or similar similar organization; organization; (g) to defenddefend against against or participate participate in in any any legal legal actions actions involving involving the the Fund Fund or the the Subordinate Trustee in the manner and to Subordinate Trustee to the the extent extent itit deems deems advisable, advisable, the thecosts costs ofofanyany such defense or participation to be be borne borne by by the the Fund, Fund, as as provided providedfor forbelow; below; (h) to extend the time of of payment payment of of any any obligation; obligation; (i) to grant grant such terms terms ofof credit credit as as the the Subordinate Subordinate Trustee Trustee shall shall see see fit, fit, with withor orwithout without security, upon the occasion of making any sale or disposition disposition of any asset of any asset contained in the in Fund and/or Fund and/or to give and receive money in order to effect equality in price upon the give and receive money in order to effect equality in price upon the occasion of of making any making any exchange; exchange; G) to make (j) make distributions distributions to the the Trustee, Trustee, payable payable in in cash, cash, property property or or any any combination combination of of cash and property as determined by the the Subordinate Subordinate Trustee, Trustee, out out ofofthe the Fund; Fund; convert any (k) to convert any monies monies intointoany anycurrency currencythrough throughforeign foreignexchange exchangetransactions transactions (which may be effected effected with the Subordinate Subordinate Trustee or any any affiliate affiliate ofof the the Subordinate Subordinate Trustee);

(1)

(I) to designate designate the broker or or brokers brokers through through which which securities securities transactions transactions will will bebe made made (which may be affiliates of of the Subordinate Subordinate Trustee);

Trustee);

(m)

(m) to employ employ and and enter enterintointocontracts contractswith withconsultants, consultants,depositories, depositories,investment investment advisers, counsel, custodians (including (including foreign foreign subcustodians) subcustodians) or or other other agents, agents, for for any any ofof the above above or otherother purposes, purposes, any of which which may may be be an an affiliate, affiliate, and and toto determine determine the the reasonable sums which shall be paid paid forfor such such services services and and toto make makepayment payment of ofthe the same same out ofof the the Fund; (n) to generally take either alone or in (n) in association association with with others others any any and and allall action, action, whether whether not expressly or not expressly authorized, authorized, which which the the Subordinate Subordinate TrusteeTrustee may may deemdeem necessary necessary or or desirable desirable for for the the protection protection of the the Fund or otherwise otherwise incidental incidental to to or in in support support of of the the investment activities activities of the Fund or in in support support of of the the business business purposes purposes or or powers powers of ofthethe Subordinate Trustee; Subordinate Trustee; (o)

(0) to undertake undertake cross-trading cross-trading with with other other investment investment funds,funds, accounts accounts or or portfolios portfolios maintained, trusteed, or maintained, trusteed, or managed managed by by Subordinate Subordinate TrusteeTrustee or or anan affiliate.

affiliate. The The Company Company agrees agrees thisthis authorization authorization is in in accordance accordance with and and does does notnot ororwill willnot notcontradict contradictany any provision provision of of the the Trust Trust Agreement Agreement or or investment investmentguidelines; guidelines; (p) to taketake all all action action necessary necessary to to settle settle authorized authorized transactions, transactions, including including exercising exercising the the power to borrow or or raise raise monies monies from from any any lender, lender, which which may may be be the theSubordinate SubordinateTrustee Trustee in its its corporate corporate capacity capacity oror any any affiliate affiliate or or agent agent ofofthetheSubordinate SubordinateTrustee,Trustee,upon uponsuch such terms terms and and conditions conditions as as are are necessary necessary to to settle settlesecurity securitypurchases, purchases, foreign foreign exchange exchange or or 6

6 CHI 7731352v.1 CHI 7731352v,l

contracts for foreign exchangeexchange and and toto secure secure the the indebtedness indebtedness by by pledging pledging all all or orany anypartpart of the Fund; of (q) to the extent extent the the Subordinate Subordinate TrusteeTrustee advances advances moniesmonies to to the theFund Fundfor fordisbursements disbursements or toto effect effect the thesettlement settlement of ofpurchase purchasetransactions, transactions, the the Subordinate Subordinate Trustee Trustee shallshall be be entitled to collect from the Fund an an amount amount equal equal toto what what would would havehave been been earned earned on on the the sums advanced sums advanced (an (an amount amount approximating approximating the the U.S.

U.S. Federal Federal Reserve Reserve Bank's Bank's"federal "federal funds" interest interest rate);

rate); and and (r) to take any and all all actions actions necessary necessary to to settle settle transactions transactions in infutures futures and andoptions, options,short-short-selling programs, selling programs, foreign exchange or foreign foreign exchange foreign exchange exchange contracts, contracts, swaps swaps and and otherother derivative instruments SECTION 7 7.1 7.1 In Inaccordance accordancewith withSubordinate SubordinateTrustee'sTrustee'sfee feeschedule scheduleSubordinate Subordinate Trustee Trustee shallshall bebe entitled entitled to incur and and pay payout of the out of the Fund, Fund, either either on on aacurrent current basisbasis or orsubject subject totoamortization amortization over over such such Subordinate Trustee period as the Subordinate Trustee may may reasonably reasonably determine determine to to be be appropriate appropriate the the compensation compensation and fees of the Subordinate Trustee, any charges, taxes and expenses which in the opinion of of the Subordinate Trustee are necessary or incidental to, or or in in support support of,of, the the carrying carrying out out of ofanyany of ofthe the purposes of this purposes this Agreement Agreement including, including, without without limitation, limitation, the costs costs and and expenses expenses incurred incurred in in connection with the establishment of of the Fund and and the the compensation, compensation, disbursements and fees for depositories, investment any consultants, depositories, investment advisers, advisers, counsel, counsel, accountants, accountants, custodians custodians (including (including foreign subcustodians) and other independent contractors or agents. Such Suchfee feeschedule scheduleas as ititmay may be amended amended from from time to to time, time, shall shall be becommunicated communicated to to the the Trustee Trustee and and thetheCompany Company in in writing. The fee schedule schedule is is attached attached as as Exhibit Exhibit B, B, and and isisincorporated incorporated by byreference reference into into this this Agreement, and shall shall be be part part ofof this this Agreement.

Agreement. .

Subordinate Trustee shall 7.2 The Subordinate shall notify notify the the Trustee Trustee and and Company Company upon upon receipt receipt of ofnotice notice with with regard to any any proposed tax deficiencies deficiencies or or any any tax assessments which tax assessments which itit receives receives on on any any income income or property in the the Fund Fund and, and, unless unless notified notified to to thethecontrary contrary by bythetheCompany Companywithin withinthirty thirty(30)(30) days, shall pay any such assessments out of days, of the Fund. IfIfthe the Fund. theCompany Companynotifies notifiesthe theSubordinate Subordinate Trustee within said period that, Trustee that, inin its its opinion opinion or orthe opinionofofcounsel, theopinion counsel,such suchassessments assessments are are invalid or that they they should should be be contested, contested, then then thethe Subordinate Subordinate Trustee Trustee shall shall take takewhatever whatever actionaction is indicated indicated in in the the notice notice received received from fromthe theCompany Companyororcounsel, counsel,including includingcontesting contesting the the litigating any assessment or litigating any claims.

SECTION SECTION 88 8.1 Subordinate Subordinate Trustee Trustee shall keep accurate accurate and and detailed detailed accounts accounts of of all all investments, investments, receipts receipts and disbursements disbursements and and other other transactions transactions hereunder.

hereunder. All accounts, accounts, books books and and records records relating relating thereto shall be open open atat reasonable reasonable times times during during regular regular business business hours hours to to inspection inspection and and audit audit by by any person designated by the Company at the Company's Company's expense expense and and after after prior prior written written notice notice to the Subordinate Trustee. Subordinate SubordinateTrustee Trusteeshall shall provide providethe the following following periodic periodicreports reports with with respect to the respect Fund: (i) monthly the Fund: monthly performance performance reports; reports; and (ii) monthly and (ii) monthly statements statements for for investments investments in collective collective funds, funds, if if any.

any. The reports reports described described in in (i) andand (ii) above shall (ii) above shall be be provided on aa client home horne page on the mcm.com Web site. site.

7 CHI CHI 7731352v.1 7731352v.1

8.2 Within one hundred twenty twenty (120)

(120) daysdays following following the the close close of ofeach each fiscal fiscal year year ofofthe the Fund, Fund, or or following the close of of such such other other period period as as may maybe beagreed agreedupon uponbetween betweenthe theSubordinate SubordinateTrustee Trustee and the Company, and within one one hundred hundred twenty twenty (120)(120) days, days, ororsuch suchother otheragreed agreedupon uponperiod, period, unless unless such period period be waived, waived, after after thethe removal removal or or resignation resignation of ofthetheSubordinate Subordinate Trustee Trustee as as provided provided for in this this Agreement, Agreement, the Subordinate Trustee Trustee shall file with the the custodian custodian actingacting on behalf of the the Trustee Trustee aa written written report report setting settingforth forthall allinvestments, investments,receiptsreceiptsand anddisbursements, disbursements, and other transactions effected during such fiscal year or other annual period or or during during the the period period from the close of of the the preceding preceding fiscal fiscal year year oror other other preceding preceding periodperiod to to the thedate dateof ofsuch suchremoval removal or resignation, resignation, including a description of all securities securities and and investment investment purchases and sales with with the cost or net net proceeds proceeds of of such such purchases purchases and and sales sales andand showing showing all all cash, cash, securities securities and and other other property property held held at the closeclose ofof such such fiscal fiscal year year or or other other period, period, valued valued currently, currently, and and such such other other information as may be required of of the Subordinate Trustee under any Subordinate Trustee under any applicable law. applicable law.

8.3 Upon the expiration expiration of sixty sixty (60)(60) days days fromfrom the date date of filing filing any any such such annual annual or or other other account statement, the account statement, the Subordinate Subordinate Trustee Trustee shall, shall, toto the extent extent permitted permitted by by law, law, be beforever forever released and discharged from any liability or accountability accountability to to anyone anyone as as respects respects the the propriety propriety of of all matters and transactions shown or reflected reflected therein therein and and as as to to all all persons persons (whether (whether in inbeing beingor or under under disability disability or or not) not) who who have have been,been, then are or may may thereafter thereafter be entitled entitled to shareshare in in the the Fund; and to the the extent extent not not so so released released and and discharged, discharged, the the Company Companyshall shallindemnify indemnifyand andsave save harmless the Subordinate Subordinate Trustee Trustee from from any any liability liabilityon onaccount accountof ofanyanyclerical clericalmiscalculations miscalculationsoror other inaccuracies of a similar nature nature which which can can be be ascertained ascertained from from aa review review of ofsuch suchstatement, statement, except as to to those those matters matters toto which whichthe theCompany Companyfiles fileswritten writtenobjections objectionswith withthetheSubordinate Subordinate Trustee within within suchsuch sixty sixty (60)

(60) day day period.

period.

8.4 The Subordinate Trustee shall Subordinate Trustee shall determine determine the the fair market value of of the the Fund Fund on on aamonthly monthly basis basis and at such such other other times times as as itit may may in in its itsdiscretion discretion elect.elect. The TheSubordinate SubordinateTrustee Trustee may may appoint appoint one one or or more more persons persons to assist assist itit ininthethedetermination determination of ofthethevalue valueofofsecurities, securities, instruments and other property and to make the actual calculations pursuant to its direction. direction. Any Any determination hereunder shall be be binding binding upon upon all all parties parties concerned.

concerned.

8.5 All recordsrecords and and accounts accounts maintained maintained by the the Subordinate Subordinate Trustee Trustee with with respect respect to to the the Fund Fund shall shall be preserved preserved for such such period period as as may maybe berequired requiredunder underany anyapplicable applicablelaw. law. Upon the the expiration of any such such required retention period, the Subordinate Trustee shall have the righttoto required retention period, the Subordinate Trustee shall have the right destroy such records and accounts after after first first notifying notifying the the Company Company in inwriting writingof ofits itsintention intentionand and transferring transferring to to the Trustee Trustee or the Company any such records and accounts requested by or the Company any such records and accounts requested bythe the Company.

Company. The TheSubordinate Subordinate Trustee Trustee shallshall have have thetheright righttotopreserve preserveall allrecords recordsand andaccounts accounts in in original form, or or on on microfilm, microfilm, magnetic magnetic tape, tape, ororany any other other similar similarprocess.

process.

SECTION 99 9.1 The Subordinate Subordinate Trustee Trustee acknowledges acknowledges that itit assumes assumes the thefiduciary fiduciary duties duties established establishedby by this Agreement.

Agreement.

9.2 The Subordinate Trustee 9.2 Trustee shall shall not, not, however, however, be liable for any any loss loss to to or or diminution diminution of ofthe the Fund except to the extent that any any such loss loss oror diminution diminution resultsresults from from action action or or inaction inaction on on the the part of of the the Subordinate Subordinate Trustee Trustee which is is judicially judicially determined determined to be be aa breach breach of ofitsitsfiduciary fiduciary duties.

duties.

9.3 The Subordinate 9.3 Trustee shall Subordinate Trustee shall not not be be responsible responsible or or liable liable forfor any any losses losses to to the the Fund Fund resulting resulting from from nationalization, expropriation, devaluation, nationalization, expropriation, devaluation,seizure, seizure, or or similar similar action action by any any 88 CHI CHI7731352v.1 1731 352v.l

governmental governmentalauthority, authority,de de facto facto oror dede jure; jure;ororenactment, enactment,promulgation, promulgation, impositionimposition or or enforcement enforcement by by any such such governmental governmental authority authority of ofcurrency currency restrictions, restrictions, exchange exchange controls, controls, levies levies or otherother charges charges affecting affecting the securities securities and and other other property; property; or or acts acts ofofwar, war,terrorism, terrorism, insurrection insurrection or or revolution; revolution; or or acts acts of God; or any any other other similar similar event event beyond beyond the controlcontrol of the the Subordinate Trustee or its agents. This This Section Sectionshallshallsurvive survivethe thetermination terminationof ofthis this Agreement.

Agreement.

9.4 Neither Subordinate Trustee nor any of of its its directors, directors, officers officers or or employees employees (collectively, (collectively, the "Covered "Covered Parties")

Parties") shall shall be liable for, be held liable for, andandCompany Company shall shallindemnify indemnify CoveredCovered PartiesParties

against, against, any expenses, losses, any and all expenses, losses, damages, damages, liabilities, liabilities, excise excise taxes, taxes, demands, demands, charges, charges, andand claims claims of any any kind kind orornature naturewhatsoever whatsoever (including, (including, without without limitation, limitation, attorneys' attorneys' feesfees and and expenses) expenses) the Covered Parties Parties may incur as a result of of oror relating relating to to (i)

(i) any any investment investment decision decision or other other action action taken taken or or omitted omitted by by subordinate subordinate TrusteeTrustee in in good good faithfaith exercise exercise of ofitsitspowers powers hereunder or otherwise hereunder otherwise related related to this this Agreement, Agreement, excepting excepting matters matters as as toto which whichSubordinate Subordinate Trustee shall be finally finally adjudged adjudged to to have have been been guilty gUilty of ofwillful willfulmisconduct misconductor orgross grossnegligence, negligence, or (ii) any breach by Company Company or or Trustee Trustee of of any any provision provision of of this this Agreement, Agreement, including, including, but but not not limited limited to, to, Company's Company's and and Trustee's Trustee's representations representations and and warranties warranties hereunder.

hereunder. This indemnification shall shall survive survive the the termination termination of ofthis this Agreement.

Agreement.

SECTION 10 10.1 Pursuant Pursuant to the the direction direction of of the the Company, Company, Subordinate Subordinate Trustee Trustee may be be removed removed by by the the

Trustee, Trustee, upon written notice to the Subordinate Trustee Trustee to that effect. effect. The The Subordinate Subordinate TrusteeTrustee may resign as Subordinate Subordinate Trustee hereunder, hereunder, upon written notice to that that effect effect delivered delivered to the the Trustee.

10.2 Suchremoval 10.2 Such removal or orresignation resignation shall shall become become effective effective as as of ofthethe last lastdaydayof ofthe themonth monthwhich which coincides coincides with or next follows the expiration of sixty (60) days from the date of the the delivery delivery of of such written notice, such written notice, unless unless an earlier or an earlier later date or later date is is agreed agreed upon upon by by thethe Trustee Trustee and and the the Subordinate Trustee.

10.3 Upon resignation or removal of of the Subordinate Trustee in accordance with this Section 10, 10, the Fund shall shall terminate terminate and and the the assets assets of ofthetheFund, Fund,less lesssuchsuchtaxes, taxes,assessments assessments and andcharges charges including expenses and compensationcompensation of of the the Subordinate Subordinate Trustee Trustee (and(andits itsagents agentsororindependent independent contractors) as may be properly assessed upon the assets in the hands of of the the Subordinate Subordinate Trustee, Trustee, shall shall be transferred transferred and and conveyed conveyed to to the the Trustee Trustee or or as as the the Trustee Trustee may may direct direct inin writing.

writing. UponUpon receipt thereof receipt thereof by Trustee or by the Trustee or its its agent, agent, the theSubordinate Subordinate Trustee Trustee shall shall have have no nofurther further liability thereunder.

responsibility or liability thereunder. The Trustee Trustee may may not assign or otherwise otherwise dispose dispose of its its interest in the Fund.

10.4 In the the event event of ofthetheremoval removalororresignation resignationofofthe theSubordinate SubordinateTrustee Trusteehereunder, hereunder, the the Subordinate Subordinate Trustee Trusteeshall shall file file with the Trustee with the Trustee a statement statement and and report report of of its its accounts accounts and and proceedings covering proceedings covering the the period period fromfrom its lastlast annual annual statement statement and report, report, andand itsits liability liability and and accountability accountability to to anyone anyone with with respect respect to the propriety of its acts and transactions transactions shown in such such written statement and report shall be governed governed by by the terms of of this Agreement.

Agreement.

10.5 In the event event that that thethe Trustee Trustee of of the the Trust Trust resigns resigns or orisisremoved removedby bythe theCompany, Company, the the Subordinated Subordinated Trustee Trustee shallshall be notified in writing be notified writing by by the the Company Company as as toto the theappointment appointment of ofaa successor successor Trustee.

Trustee.As As of the date of the date ofof written written acceptance acceptance by the the successor successor Trustee Trustee of such such appointment appointment and agreement to and agreement terms of to the terms of this this Agreement, Agreement, such such successor successor Trustee Trustee shallshall bebe vested withwith all all the the rights, rights, powers, powers, duties, duties, privileges privileges and andimmunities immunities asassuccessor successorTrusteeTrustee 9

CHI 7731352v.1 7731352v.!

hereunder as if if originally originally designated as Trustee in this Agreement, Agreement, and shall shall act act under under thethe terms terms of of this Agreement.

Agreement.

SECTION SECTION 11 11 11.1

11. 1 Any action by by the Trustee pursuant pursuant to to this this Agreement Agreement shall shallbe beevidenced evidencedor orempowered empoweredininaa written manner acceptable to the Subordinate Trustee in in its its sole sole discretion, discretion, and and the theSubordinate Subordinate Trustee shallshall bebe fully fully protected protected in in acting acting in in accordance accordance with withsuch suchwriting.

writing.

11.2 11.2 Any action by any any person or or entity entity duly duly empowered empowered to to act act on onbehalf behalfof ofthe theCompany Companyor orthethe Trustee with respect respect to any any right, right, power power or or duty duty specified specified in inthis this Agreement Agreementshall shallbe beininwriting, writing, signed by such person person or or by by the the person person designated designated by bysuch suchentity entityandandthe theSubordinate SubordinateTrustee Trustee shall act and shall be fully protected in acting in accordance be fully protected in acting in accordance with such writing.with such writing.

11.3 11.3 The Company Company shall shall furnish furnish the the Subordinate SubordinateTrustee Trusteefrom fromtimetimetototimetimewithwithcertified certifiedcopies copies of resolutions evidencing resolutions evidencing the appointment, appointment, identity and termination of office ofany identity and termination of office of anypersons persons acting as or or constituting constituting the the members members of ofanyany entity entity acting acting on onbehalf behalfof ofthe theCompany Companywith withrespect respect to any any right, powerpower or or duty duty specified specified in in this this Agreement.

Agreement. The TheTrustee Trusteeshall shallfurnish furnishthe theSubordinate Subordinate Trustee from time time to to time time with withaasecretary secretarycertification certification evidencing evidencing the the identity identity of ofany anypersons persons acting acting on on behalf behalf of the the Trustee Trustee with with respect respect to to any any right, right, power power or or duty duty specified specified in in this this Agreement.

Agreement.

SECTION SECTION 12 12 12.1 12.1 The Trustee Trustee reserves reserves the right at any any time time and and from from timetimetototimetimeby byappropriate appropriateactionaction acceptable acceptable to to the the Subordinate SubordinateTrustee:Trustee:

(a)

(a) to modify modify or amend in in whole whole or or in in part part any any or or all all of ofthe the provisions provisions of ofthis this Agreement Agreement upon upon sixtysixty (60)(60) days' days' prior prior notice notice ininwriting writingtotothe theSubordinate SubordinateTrustee; Trustee;provided, provided, however, however, that that nono modification modification or or amendment amendment which which affects affects the the rights, rights, duties duties or or responsibilities responsibilities of the the Subordinate Subordinate Trustee Trustee may may be be made madewithoutwithoutthe theSubordinate Subordinate Trustee's consent, or or (b)

(b) to terminate terminate this Agreement Agreement upon sixty sixty (60)

(60) days' days' prior prior notice notice in in writing writing delivered delivered to to the Subordinate Trustee.

Subordinate Trustee.

12.2 12.2 Upon termination termination of of this this Agreement Agreement pursuantpursuant to to Section Section 12.1(b) 12.1(b) above, above, thethe Subordinate Subordinate Trustee shallshall distribute all cash, securities and other property then constituting theFund, distribute all cash, securities and other property then constituting the Fund,less lessany any amounts constituting constituting charges charges and and expenses expenses payable payable fromfrom thethe Fund, Fund, on onthethedate dateor ordates datesspecified specified by thethe Trustee Trustee to the the Trustee Trustee or or its its designated designated agent. agent. TheTheCompany Companyassumes assumes all allliability liabilityofofany any kind kind whatsoever whatsoever arisingarising from from anyany distribution distributionmade madeby bythe theSubordinate SubordinateTrustee Trusteeatatthe thedirection directionofof the Trustee Trustee as as aa result result of ofthe thetermination termination of ofthis thisAgreement Agreementand andshall shallindemnify indemnifyand andsave savethe the Subordinate Subordinate Trustee Trustee harmless harmless from from any attemptattempt to to impose impose any any liability liability on onthe theSubordinate Subordinate Trustee Trustee withwith respect respect to to any any such such distribution.

distribution.

12.3 12.3 The Subordinate Subordinate Trustee Trustee reserves reserves the the right right to to retain retain such property as such property as is is not, in in the the sole sole discretion of of the the Subordinate Subordinate Trustee, Trustee, suitable suitable for for distribution distribution at at the thetime timeofoftermination terminationofofthis this 10 10 CHI CHI 7731352v.1 7731352v.1

Agreement and shall hold hold such such property property as as custodian custodianfor for those those persons persons ororother otherentities entitiesentitled entitledtoto such property untiluntil distribution. TheTheSubordinate SubordinateTrustee's Trustee's duties duties and and obligations obligations with with respect respect to to any property held any property accordance with held in accordance with the above shall the above shall be purely purely custodial custodial in nature nature and and the the Subordinate Trustee shall only be be obligated obligated to to see see to to the the safekeeping safekeeping of ofsuch suchproperty propertypriorpriortotoits its distribution. Upon complete distribution distribution of of all all property property constituting constituting the the Fund, Fund, this this Agreement Agreement shall be deemed terminated.

SECTION 13 13 13.1 Any corporation into which the Subordinate Subordinate Trustee may be merged or with which which itit may may be consolidated, consolidated, or any any corporation corporation resulting resulting from any any merger merger or or consolidation consolidation to to which which thethe Subordinate SubordinateTrustee Trusteeisis aa party, party, or any any corporation corporation succeeding succeeding to to the trust business the trust business of the the Subordinate Subordinate Trustee, Trustee, shall become the the successor successor of of the the Subordinate Subordinate Trustee Trustee hereunder, hereunder, without without the execution or filingfiling of any instrument or the performance of any further act on the partof of any instrument or the performance of any further act on the part ofthe the parties hereto.

SECTION 14 14 14.1 The Subordinate Trustee accepts the Trust created hereunder and agrees agrees to be bound by all the terms of this Agreement.

14.2 This Agreement shall be construed construed and and enforced, enforced, to to the the extent extent possible, possible, according according to to the the laws laws of the the Commonwealth Commonwealth of of Pennsylvania, Pennsylvania, and and all all provisions provisions hereof hereof shall shall be beadministered administered according to the laws of of said Commonwealth Commonwealth and and any any federal laws,laws, regulations regulations or rulesrules that that may may from time to time be applicable.

14.3 To the extent extent permitted permitted by law,law, only only thethe Subordinate Subordinate Trustee Trustee and the Trustee Trustee shall be be necessary parties in any application to the courts for an interpretation of of this Agreement Agreement or for an an accounting by the Subordinate Subordinate Trustee.

Trustee.

SECTION SECTION 15 15 15.1 The Subordinate Trustee The Subordinate Trustee will will have have no obligation to no obligation advise, initiate to advise, initiate or take take any any other other action action on behalf of the Company, the Trust or the Trustee in any legal proceedings (including, of the Company, the Trust or the Trustee in any legal proceedings (including, without limitation, class actionsactions and and bankruptcies) bankruptcies) relating relating to the the securities securities comprising comprising the the Fund Fund or any any other other matter.

matter. The Subordinate Trustee The Subordinate Trustee willwill not file proofs not file proofs of of claims claims relating relating to to the the securities securities comprising comprising thethe Fund or any other matter and will not not notify notify the the Company, Company, the the Trust, Trust, the Trustee or the custodian custodian ofof the the Fund Fund of ofclass class action actionsettlements settlementsor orbankruptcies bankruptciesrelating relatingtotothe the Fund.

15.2 This Agreement may be executed in any any number number of of counterparts, counterparts, each of of which which shall shall be be deemed deemed an original, original, and said counterparts counterparts shall constitute constitute but one and the same same instrument instrument and evidenced by may be sufficiently evidenced by any anyone counterpart.

one counterpart.

15.3 The Subordinate Trustee shall at all all times times be be entitled entitled to to withhold withhold or ormake make payments payments from from the assets or income the assets income of of the the Fund Fund totoanyanygovernmental governmental authority authority with with respect respect toto anyany foreign, foreign, 11 CHI 7731352v.1 7731352v.I

federal, federal, state, or local tax liability of the Fund or the Trustee arising arising out out ofof its its interest interest in in the the Fund Fund or in anyany securities securities or other other assets assets in in which which thethe Fund Fund maymay invest invest either either directly directly or or through through aa common trust fund.

15.4 TheThe Trustee Trusteerepresents represents to to the theSubordinate SubordinateTrustee Trusteethat (a)ititisisthe that(a) theauthorized authorizedrepresentative representative of the Trust, Trust, and and that that itit has has the theauthority authority toto enter enterintointoand andperform performits itsobligations obligations underunder this this Agreement including Agreement including the the authority authority toto appoint appoint Subordinate Subordinate Trustee Trustee as as aa trustee trustee forfor the assets assets of execution and the Trust; (b) the execution and delivery delivery ofof this this Agreement Agreement does does notnot violate violate anyanyprovision provisionof ofthe the laws or regulations regulations applicable to the Trustee or any any governing governing documents documents pursuant to which which the the Trustee established; (c)

Trustee is established; (c) Trust participants have Trust participants have no authority to no authority direct the services to direct services to be be provided by provided Subordinate Trustee, by Subordinate Trustee,including includingthe theuse use of any collective of any collective fund; fund; andand (d) (d) upon upon acceptance acceptance by by the Subordinate Trustee, the Subordinate Trustee, this Agreement shall this Agreement shall be validvalid and and binding binding uponupon the the Trustee Trustee and the the Trust.

Trust. The Company have received The Company received and and read read the the"Customer "CustomerIdentification Identification Program Notice," aa copy of of which which isis attached attached to to this this Agreement Agreementas as Exhibit ExhibitC. C.

IN WITNESS WITNESS WHEREOF, WHEREOF, the parties hereto, each intending intending to to be be legally legally bound bound hereby, hereby, have hereunto set their hands and and seals as of the day and year first above written.

seals as of the day and year first above written.

The Northern Trust Company, as TRUSTEE of of the Trust By:

Name:

Title:

THE BANK OF NEW YORK MELLON, as SUBORDINATE TRUSTEE By:

Name:

Title:

12 CHI 7731 352v.1 CH1 7731352v.1

Company:

BRAIDWOOD 11 NQF, LLC LLC DRESDEN 1 NQF, LLCLLC By: _ _ _ _ _ _ _ _ _ _ __

By: By:

Name:

Name: Name:

Name:

Title:

Title:

Title:

Name:

Name: Name:

Name:

Title:

Title:

Title:

Title:

BRAIDWOOD BRAIDWOOD 22NQF, NQF, LLC LLC DRESDEN DRESDEN 22 NQF, NQF, LLC LLC By:. _ _ _ _ _ _ _ _ _ _ _ __

By: By:

Name: Name:

Name:

Title:

Title:

Title:

Title:

Name:

Name: Name:

Name:

Title:

Title:

Title:

Title:

BYRON BYRON 11NQF, NQF, LLC LLC DRESDEN DRESDEN 33 NQF, NQF, LLC LLC By: _ _ _ _ _ _ _ _ _ _ _ __

By: By:. _ _ _ _ _ _ _ _ _ _ _ __

By:

Name:

Name: Name:

Name:

Title:

Title:

Title:

Title:

Name:

Name: Name:

Name:

Title:

Title:

Title:

Title:

BYRON BYRON 22 NQF, NQF, LLC LLC LaSALLE LaSALLE 11 NQF, NQF, LLC LLC By: _ _ _ _ _ _ _ _ _ _ _ __

By: By: _ _ _ _ _ _ _ _ _ _ __

By:

Name:

Name: Name:

Name:

Title:

Title:

Title:

Title:

Name:

Name: Name:

Name:

Title:

Title:

Title:

Title:

13 13 CH1 CHI 7731352v.1 7731352v.1

LaSALLE LaSALLE 2 NQF,NQF, LLC LLC ZION 11 NQF, LLC NQF,LLC By: By: _ _ _ _ _ _ _ _ _ _ __

Name: Name:

Title:

Title:

Name: Name:

Title:

Title:

QUAD CITIES 1 NQF, LLC ZION 2 NQF, LLC LLC By: By: _ _ _ _ _ _ _ _ _ _ _ __

Name: Name:

Title:

Title:

Name: Name:

Title:

Title:

QUAD CITIES 2 NQF, LLC By:

Name:

Title:

Name:

Title:

14 14 CHI 7731352v.1 CHI 7731352v.1

PEACH BOTTOM 1 NQF, LLC SALEM 1 NQF, LLC LLC By: _ _ _ _ _ _ _ _ _ _ _ __

By: By:

Name: Name:

Title:

Title:

Name: Name:

Title:

Title:

PEACH BOTTOM 2 NQF, LLC SALEM 2 NQF, LLC By: By:

By: _ _ _ _ _ _ _ _ _ _ __

Name: Name:

Title:

Title:

Name: Name:

Title:

Title:

PEACH BOTTOM 33 NQF, NQF, LLC LLC LIMERICK 1 NQF, LLC By: By:

Name: Name:

Title:

Title:

Name: Name:

Title:

Title:

LIMERICK 2 NQF, LLC By:

Name:

Title:

Name:

Title:

15 CH1 7731352v.1 CHI

CLINTON NQF, LLC OYSTER CREEK NQF, LLC By: _ _ _ _ _ _ _ _ _ _ __ By: _ _ _ _ _ _ _ _ _ _ _ __

Name: Name:

Title:

Title:

Name: Name:

Title:

Title:

TMI NQF, LLC By:

By: _ _ _ _ _ _ _ _ _ _ __

Name:

Title:

Name:

Title:

16 CHI 7731352v.1 CH1 7731352v.1

Schedule I Nuclear Decommissioning Decommissioning Trusts Trusts

1. Amended and Restated Non-Tax Qualified

1. Qualified Nuclear Nuclear Decommissioning Decommissioning MasterMasterTrust TrustAgreement Agreement among Exelon Generation Company, LLC; Commonwealth Edison Edison Company; Company; thethe NQF NQF Companies identified therein; therein; and and The The Northern Northern Trust Trust Company, Company, as as trustee trustee For the following units:units:

• • Braidwood UnitUnit 11

• • Braidwood Unit 2

• • Byron Unit Unit 11

• • Byron Unit 2

• • Dresden Unit Unit 11

• • Dresden Unit 2

• • Dresden Unit Unit 33

• • LaSalle Unit Unit 11

• • LaSalle Unit 2

• • Quad Cities Unit Unit 11

• • Quad Cities Unit 2

• • Zion Unit Unit 11

• • Zion Unit 2

2. Amended and Restated Nonqualified Nuclear DecommissioningDecommissioningMaster MasterTrust TrustAgreement Agreementamong among Exelon Generation Generation Company, LLC; the NQF Companies identified therein; and The Northern identified therein; and The Northern Trust Company, as trustee For the following units:

units:

• • Peach Bottom UnitUnit 11

• • Peach Bottom Unit 2

• • Peach Bottom UnitUnit 33

• • Salem Unit 11

• • Salem Unit 2

• • Limerick Unit 11

• • Limerick Unit 2

3. Amended and Restated NonqualifiedNonqualified Nuclear Nuclear Decommissioning DecommissioningMaster MasterTrust TrustAgreement Agreementamong among Exelon Generation Generation Company, LLC (successor (successortotoAmerGen AmerGen Energy Energy Company, Company, LLC); the NQF Companies identified identifiedtherein; therein; and and The The Northern Northern Trust Company, as as trustee trustee For the following units:

units:

• Clinton Nuclear Power Plant

• Oyster Creek Nuclear Nuclear Generating Generating Station Station

• Three Mile Island UnitUnit One One 17 CHI 7731352v.1 CHI 7731352v.l

Exhibit Al Al Investment Objective Objective Exelon Generation Generation Company, Company, LLC LLC DT DV International International Stock Stock Index Index Fund Fnnd The investment investment objective of the the international international equity equity accounts accounts isis to totrack trackthetheperformance performanceof ofthe theMSCI MSCI EAFE Index. Subordinate EAFE Index. Subordinate Trustee may may invest invest thethe assets assets of ofthe theaccounts accountsininsecurities securitiesand andinstruments, instruments, the DTDT DVDV International International Stock Stock Index Index Fund Fund (the (the "International "International Fund"),

Fund"), and and aa combination combination of of other other collective funds, including including but notnot limited limited to, to, the theDFDFTemporary TemporaryInvestment Investment FundFundof ofThe TheBank BankofofNewNew York Mellon Mellon Decommissioning Decommissioning Collective Collective Trust TrustInvestment InvestmentFundFundPlanPlanininmeeting meetingthe theobjective.

objective. Within Within the International Fund,Fund, financial financial futures futures and andforeign foreigncurrency currencyforward forwardcontracts contractsmaymaybe beused usedfrom fromtime timetoto time.

time.

Company acknowledges acknowledges that itit has has received received aacopycopyof ofThe TheBank BankofofNewNewYork YorkMellon MellonDecommissioning Decommissioning Collective Collective TrustTrust Investment Investment FundFund Plan Plan including including the Schedule Schedule A A for for the theInternational International Fund, Fund, the the DF DF Temporary Temporary Investment Investment Fund, Fund, and and all all other othercollective collectivefunds fundsininwhich whichthetheInternational InternationalFund Fundmaymayinvest.

invest.

Please Please note note that, that, at at the the time time of ofyour yourinvestment investmentininthe theInternational InternationalFund Fundthere thereisisatatleast leastone oneparticipant participant that that holds holds 10%10% oror more more ofofthe the Fund's Fund's 10/31/2012 10/31/2012net netasset assetvalue.

value.

18 18 CHI CHI7731352v.1 7131352v.l

Exhibit Exhibit A2 A2 Investment Investment Objective Objective Exelon Exelon Generation Generation Company, Company, LLC LLC DT DT DVDV Broad Broad Market MarketStockStockIndex IndexFund Fnnd The investment investment objective objective of ofthethe equity equityaccounts accountsisistototrack trackthetheperformance performanceofofthetheRussell Russell3000 3000Index.

Index.

Subordinate Subordinate Trustee may invest invest thethe assets assets of of the the accounts accounts ininsecurities securitiesand andinstruments, instruments, the theDT DTBroad Broad Market Market Stock Stock Index Index Fund Fund (the (the "Broad "Broad Market Market Fund")

Fund") and andaacombination combinationofofotherothercollective collectivefunds, funds, including including but not limited limited to,to, the the DFDF Temporary Temporary Investment Investment Fund of The The Bank Bank of of New New York York Mellon Mellon Decommissioning Decommissioning Collective Trust Investment Investment Fund Plan Plan inin meeting meeting the theobjective.

objective. Within Within the the Broad Broad Market Market Fund, Fund, financial financial futures futuresmay maybe beused usedfrom fromtime timetototime.

time.

Company Company acknowledges acknowledges that that itit has has received received aacopy copyof ofThe TheBank BankofofNew NewYorkYorkMellon MellonDecommissioning Decommissioning Collective Collective Trust Investment Fund Plan Investment Fund Plan including including the Schedule Schedule A for the the Broad Market Broad Market Fund, Fund, the the DF DF Temporary Temporary Investment Investment Fund,Fund, andandallall other othercollective collectivefunds fundsininwhich whichthe theBroad BroadMarket MarketFundFundmaymayinvest.

invest.

Please Please note note that, that, at at the the time time ofofyour yourinvestment investmentininthetheBroad BroadMarket MarketFund Fundthere thereisisatatleast leastone oneparticipant participant that holds 10% or more of the Fund's 10/31/2012 that holds 10% or more of the Fund's 10/3112012 net asset value.net asset value.

19 19 CHI CHI7731352v.1 7731352v.1

Exhibit B ExhibitB Fee Schedule Fee Schedule Exelon Corporation Exelon Corporation Asset Based Asset Based FeeFee Total Fee Schedule Total First $100,000,000 First $100,000,000 0.15% (fifteen basis points) 0.15%

Next $150,000,000 Next $150,000,000 0.07% (seven 0.07% (seven basis basis points) points)

Next $100,000,000 Next $100,000,000 0.05%

0.05% (five basis points)

Balance over $350,000,000 Balance over $350,000,000 0.02% (two basis points) 0.02%

The above The above fee fee will will be be billed billed quarterly quarterly in in arrears arrears based based on on the the average average monthmonth end end market market value value ofof the the Accounts at the end of each calendar quarter as determined by the Subordinate Trustee. The fee shall be Accounts at the end of each calendar quarter as determined by the Subordinate Trustee. The fee shall be determined by determined by calculating calculating an an aggregated aggregated management management fee fee of of all all accounts, accounts, and and applying applying the the combined combined market value market value to to the the above above schedule schedule ("Total

("Total Fee").

Fee").

For each For each Account Account aa "Notional "Notional Fee" Fee" shall shall bebe computed computed on on the the basis basis ofofthetheaverage averagemonth month endendmarket market value of assets as determined by the Subordinate Trustee on the last value of assets as determined by the Subordinate Trustee on the last business day of each calendar business day of each calendar quarter, in quarter, in accordance accordance with with the the annualized annualized Notional Notional Fee Fee Schedules Schedules for for each each ofof the the Funds Funds set set forth forth below.

below.

The sum The sum of of thethe fees fees for for all all accounts calculated in accounts calculated in this this manner manner is is the the "Total "Total Notional Notional Fee".

Fee". The The fee fee for for each individual each account will individual account will bebe computed computed by by allocating allocating aa pro-rata pro-rata portion portion of of the the Total Total Fee, Fee, calculated calculated based on based on each each Account's Account's notional notional Fee Fee as as aa percentage percentage of of the the Total Total Notional Notional Fee.Fee.

In In addition addition to to the the Total Total Fee, Fee, aa supplementary supplementaryfee fee ofof0.01 0.01 %

% (one (one basis basis point) point) will will bebeassessed assessedon onall allassets assets invested invested in in the the International Fund. This International Fund. This fee fee will willbe beapplied appliedtotothe theaverage averagemonth monthend endmarket marketvalue value of of assets assets invested invested in in the the International International Fund Fund as as determined determined on on thethe last last business business daydayofofeach eachmonth monthofofthe the calendar calendar quarter.

quarter.

There There is is no no minimum minimum annual annual fee.fee. InInaddition, addition,aacustody custodyfee feemaymaybe beapplied appliedagainst againstand andpaid paidfrom from the the collective funds as collective funds as specified specified in in such such Schedule Schedule A(s)A(s) and and the theSponsor Sponsorhereby herebyexpressly expressly agrees agrees to to such such custody custody fees.

fees. The Theannual annual custody custody feefee for for the the International International FundFund is is currently currently 0.03%.

0.03%. The TheBroad BroadMarket Market Fund does not currently have a Fund does not currently have a custody fee. custody fee.

Notional Notional FeeFee DT DV DV International International Stock Stock Index Index Fund Fund First $100,000,000 First $100,000,000 0.20% (twenty (twenty basis basis points) points)

Next Next $100,000,000

$100,000,000 0.15% (fifteen (fifteen basis points) basis points)

Balance Balance over over $200,000,000

$200,000,000 0.07%

0.07% (seven (seven basis basis points) points)

Notional Notional Fee Fee DT DT DVDV Broad Broad Market Market StockStockIndex IndexFund Fund First First $50,000,000

$50,000,000 0.12%

0.12% (twelve (twelve basis basis points) points)

Next Next $50,000,000

$50,000,000 0.07%

0.07% (seven (seven basis basis points) points)

Next Next $100,000,000

$100,000,000 0.05%

0.05% (five (five basis basis points) points)

Balance Balance over over $200,000,000

$200,000,000 0.03%

0.03% (three basis points)

(three basis points) 20 20 CHI 7731352v.1 CHI 7731352v.!

Exhibit Exhibit C C CUSTOMER CUSTOMER IDENTIFICATION IDENTIFICATION PROGRAM PROGRAM NOTICE NOTICE IMPORTANT IMPORTANT INFORMATION INFORMATION ABOUT ABOUT PROCEDURES PROCEDURES FOR FOR OPENING OPENING A A NEW NEW ACCOUNT ACCOUNT To To help help the the government governmentfight fight the the funding funding of ofterrorism terrorismandandmoney moneylaundering launderingactivities, activities,all allfinancial financial institutions institutions areare required required byby law law to to obtain, obtain,verify verify and andrecord recordinformation informationthat thatidentifies identifieseach eachindividual individualoror entity that opens an account.

entity that opens an account.

What What this this means meansfor foryou:

you: When When youyou open open an an account, account. wewewill willask askyou youfor foryour yourname, name,address, address,taxpayer taxpayer or or other other government government identification identificationnumber numberand andother otherinformation, information,such suchas asdate dateofofbirth birthfor forindividuals, individuals, that that will will allow allow us us to to identify identifyyou.

you. WeWe may may also also ask ask to see see identification identification documents suchsuch asas a driver's driver's

license, license, passport passport or or documents documents showing showingexistence existenceof ofthe theentity.

entity.

21 21 CHI CHI7731352v.1 7731352v, I