Text

Proposed Changes to Decommissioning Trust Agreements and Master Terms
	ML21349A932
Person / Time
Site:	Calvert Cliffs, Dresden, Peach Bottom, Salem, Nine Mile Point, Byron, Braidwood, Limerick, Ginna, Clinton, Quad Cities, Zion, FitzPatrick, LaSalle, Crane
Issue date:	12/15/2021
From:	Simpson P; Exelon Generation Co LLC
To:	; Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation
References
	RS-21-121
	Download: ML21349A932 (90)
	v • d • e

4300 Winfield Road Warrenville, IL 60555 630 657 2000 Office RS-21-121 10 CFR 50.75(f)

December 15, 2021 U.S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, DC 20555-0001 Braidwood Station, Units 1 and 2 Renewed Facility Operating License Nos. NPF-72 and NPF-77 NRC Docket Nos. STN 50-456 and STN 50-457 Byron Station, Units 1 and 2 Renewed Facility Operating License Nos. NPF-37 and NPF-66 NRC Docket Nos. STN 50-454 and STN 50-455 Calvert Cliffs Nuclear Power Plant, Units 1 and 2 Renewed Facility Operating License Nos. DPR-53 and DPR-69 NRC Docket Nos. 50-317 and 50-318 Clinton Power Station, Unit 1 Facility Operating License No. NPF-62 NRC Docket No. 50-461 Dresden Nuclear Power Station, Units 1, 2 and 3 Amended Facility Operating License No. DPR-2 Renewed Facility Operating License Nos. DPR-19 and DPR-25 NRC Docket Nos. 50-10, 50-237, and 50-249 James. A FitzPatrick Nuclear Power Plant Renewed Facility Operating License No. DPR-59 NRC Docket No. 50-333 LaSalle County Station, Units 1 and 2 Renewed Facility Operating License Nos. NPF-11 and NPF-18 NRC Docket Nos. 50-373 and 50-374 Limerick Generating Station, Units 1 and 2 Renewed Facility Operating License Nos. NPF-39 and NPF-85 NRC Docket Nos. 50-352 and 50-353 Nine Mile Point Nuclear Station, Units 1 and 2 rating License Nos. DPR-63 and DPR-69 NRC Docket Nos. 50-220 and 50-410

December 15, 2021 U.S. Nuclear Regulatory Commission Page 2 Peach Bottom Atomic Power Station, Units 1, 2, and 3 Facility Operating License No. DPR-12 Renewed Facility Operating License Nos. DPR-44 and DPR-56 NRC Docket Nos. 50-171, 50-277, and 50-278 Quad Cities Nuclear Power Station, Units 1 and 2 Renewed Facility Operating License Nos. DPR-29 and DPR-30 NRC Docket Nos. 50-254 and 50-265 R.E. Ginna Nuclear Power Plant Renewed Facility Operating License No. DPR-18 NRC Docket No. 50-244 Salem Generating Station, Units 1 and 2 Renewed Facility Operating License Nos. DPR-70 and DPR-75 NRC Docket Nos. 50-272 and 50-311 Three Mile Island Nuclear Station, Unit 1 Renewed Facility Operating License No. DPR-50 NRC Docket No. 50-289 Zion Nuclear Power Station, Units 1 and 2 Facility Operating License Nos. DPR-39 and DPR-48 NRC Docket Nos. 50-295 and 50-304

Subject:

Proposed Changes to Decommissioning Trust Agreements and Master Terms

References:

1. Letter from D. V. Pickett (U.S. NRC) to J. L. Skolds (Exelon Generation Company, LLC), "Safety Evaluation of the Proposed Changes to the Exelon Decommissioning Trust Agreements," dated October 14, 2003

2. Letter from D. V. Pickett (U.S. NRC) to J. L. Skolds (Exelon Generation Company, LLC), "Safety Evaluation of the Proposed Changes to the AmerGen Decommissioning Trust Agreements," dated October 28, 2003

3.

Letter from J. Bradley Fewell, Exelon Generation, to NRC Document Control Desk, Application for Order Approving License Transfers and Proposed Conforming License Amendments, (February 25, 2021) (ML21057A273)

In accordance with 10 CFR 50.75(h)(1)(iii) for the reactors listed above, and the Operating Agreement between Exelon Generation Consolidation, LLC (Consolidation) and Exelon Generation Company, LLC (EGC) as discussed in References 1 and 2, EGC is providing at least 30 working days prior notification of anticipated changes to the decommissioning trust agreements or trust documents for the reactors listed above. 10 CFR 50.75(h)(iii) requires that written notification of any material changes to the decommissioning trust agreement be provided to the Director of the Office of Nuclear Reactor Regulation 30 working days prior to making the

December 15, 2021 U.S. Nuclear Regulatory Commission Page 3 changes. In addition, EGC is also providing notice of immaterial administrative edits to conform the language with prior amendments of the trust agreements, clean up formatting and numbering errors, and to reflect name changes resulting from the anticipated indirect license transfer described in Reference 3, as approved by the NRC on November 16, 2021 (Order Approving Transfer of Licenses and Draft Conforming License Amendments (EPID L-2021-LLM-000)

(November 16, 2021 Order) (ML21277A192)). The decommissioning funds are maintained in accordance with 10 CFR 50.75, "Reporting and recordkeeping for decommissioning planning."

EGC is proposing changes to the following trust agreements and documents:

1. Second Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement Dated as of September 30, 2019 Between Exelon Generation Consolidation, LLC and The Northern Trust Company, as trustee (the Qualified Fund Trust Agreement);

2. Second Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement Dated as of September 30, 2019 Between Exelon Generation Consolidation, LLC and The Northern Trust Company, as trustee (the Nonqualified Fund Trust Agreement);

3. the form of a Qualified Nuclear Decommissioning Master Trust Agreement Dated as of [insert date], 2022 Between Constellation FitzPatrick, LLC and The Northern Trust Company, as Trustee (the FitzPatrick Qualified Trust Agreement);

4. the form of a Nonqualified Nuclear Decommissioning Master Trust Agreement Dated as of [insert date], 2022 Between Constellation FitzPatrick, LLC and The Northern Trust Company, as Trustee (the FitzPatrick Nonqualified Trust Agreement); and

5. Master Terms for Trust Agreements (the Master Terms, and collectively with the Qualified Fund Trust Agreement, Nonqualified Fund Trust Agreement, FitzPatrick Qualified Trust Agreement, and FitzPatrick Nonqualified Trust Agreement, the Trust Agreement Documents).

Copies of the Trust Agreement Documents are included as Attachments to this letter. Except as noted in this letter, these versions highlight the changes, material and otherwise, for which EGC is providing written notification to the NRC in this letter.

The changes in Qualified Fund Trust Agreement and the Nonqualified Fund Trust Agreement arise primarily from name changes associated with the anticipated indirect license transfer described in Reference 3 and approved by the NRC in its November 16, 2021 Order.

Specifically, in Reference 3, EGC, for itself and its affiliates, including its subsidiaries, sought written consent from the NRC for indirect license transfers in conjunction with a proposed transaction in which EGCs parent, Exelon Corporation, will transfer its 100% ownership interest of EGC to a newly-created subsidiary that will then be spun-off to Exelon Corporation shareholders, becoming EGCs new ultimate parent company, so that neither the new ultimate parent company, nor EGC, nor its subsidiaries will be affiliated with Exelon Corporation (referred to as the Spin Transaction). As further explained in Reference 3, although EGC will remain the same Pennsylvania limited liability company as today, it will be renamed, consistent with its

December 15, 2021 U.S. Nuclear Regulatory Commission Page 4 complete separation from Exelon Corporation. Similarly, EGCs subsidiary, Exelon FitzPatrick, LLC, which owns the James A. FitzPatrick Nuclear Power Plant (the FitzPatrick Unit), and subsidiary Exelon Generation Consolidation, LLC, which holds the trusts for the EGC nuclear fleet, will undergo similar name changes. EGC currently anticipates that the Spin Transaction will close in the first quarter of 2022, subject to receipt of required regulatory approvals, including authorization from the New York Public Service Commission.

In anticipation of the Spin Transaction closing, EGC has updated the Trust Agreement Documents to reflect the name changes. The Trust Documents will be dated as of or following the closing of the Spin Transaction. At this time, EGC anticipates the following name changes as such changes relate to the Trust Agreement Documents:

EGC renamed as Constellation Energy Generation, LLC, Exelon FitzPatrick, LLC renamed as Constellation FitzPatrick, LLC, and Exelon Generation Consolidation, LLC renamed as Constellation Generation Consolidation, LLC.

If the final name changes are different than as noted above, the names will be updated in the attached Trust Agreement Documents, as applicable. EGC will provide signed copies of the Trust Agreement Documents following the Spin Transaction closing.

In addition to the changes to the Trust Agreement Documents in general, the Qualified Fund Trust Agreement and the Nonqualified Fund Trust Agreement have been updated to consolidate the recitals, to reflect the transfer and removal of the trust for the FitzPatrick Unit to a separate trust agreement (recital and Schedule A, Part IV), to reflect an address change (Section 4.02(b)),

and in Schedule A to change Exelon to Constellation.

In Reference 3, in conjunction with the Spin Transaction EGC requested NRC approval to transfer the qualified and nonqualified trusts for the FitzPatrick Unit from Exelon Generation Consolidation, LLC to the renamed Exelon FitzPatrick, LLC (anticipated to be Constellation FitzPatrick, LLC). In its November 16, 2021 Order, the NRC approved that request. EGC included with Reference 3 a form of the trust agreements for the FitzPatrick Unit. The forms of the trust agreements have been updated to reflect the anticipated name for Exelon FitzPatrick, LLC following the closing of the Spin Transaction, to include a cover page and table of contents, and to address numbering and formatting issues. These changes to the form agreements are not highlighted in track changes. The remaining changes remove references to the former ComEd and former PECO Units as inapplicable to the FitzPatrick Unit trust agreements and to account for the potential of additional units being added to the trust agreements (Sections 1.01, 2.01, 2.02, and Schedule A and also FitzPatrick Nonqualified Trust Agreement, Section 2.05).

The provisions of the Master Terms apply to all of the decommissioning trust agreements.

Consequently, the Master Terms were updated to include the new FitzPatrick Qualified Trust Agreement and the FitzPatrick Nonqualified Trust Agreement (see listings on the cover page and in the preamble, and the definitions of Nonqualified Trust Agreement, Qualified Trust Agreement and Owner).

December 15, 2021 U.S. Nuclear Regulatory Commission Page 5 The term Ultimate Parent Entity is used to refer to the publicly-held entity that, as of the completion of the transaction, will own Exelon Generation Company, LLC renamed as Constellation Energy Generation, LLC. That term replaces prior references to Exelon Corporation, which will have become an unaffiliated entity of Constellation Energy Generation, LLC as of the completion of the Spin Transaction.

In addition, several clarifying changes were made to the Master Terms to reflect the respective obligations of the trust owners and the trustee, such as clarifying that an owner determines if there has been an over-contribution to a qualified trust (Section 2.04), an owner is responsible for the preparation of certain tax-related documentation (Section 2.05), an owner directs making payments between nonqualified and qualified trusts for a unit (Section 3.05), and confirming that the trustees obligation to review investment manager-directed investments for compliance with investment restrictions is subject to a separate agreement covering the trustees fees and expenses associated with that review. A provision was added confirming that a determination or direction may be made by a trust owner or by Constellation Energy Generation, LLC on behalf of an owner as a matter of administrative convenience (Section 1.03). Finally, a provision was added confirming that investment managers have the investment authority and powers set forth in the Master Terms when directing assets in a separate investment manager account (Section 6.01(b)).

The Cross Trading Information exhibit was eliminated as it was not used in the text of the Master Terms. The other changes reflect the previously mentioned name changes and some non-substantive corrections, including tax regulation references.

The proposed changes to the Trust Documents are scheduled to take effect concurrently or following the closing of the Spin Transaction. EGC currently anticipates that the transaction will close in the first quarter of 2022, subject to receipt of all regulatory approvals. Material changes, if any, will not take effect until at least 30 working days from the date of this notice, absent receipt of written objections from the NRC. A copy of each of the executed documents will be provided to the NRC by EGC.

There are no regulatory commitments contained within this letter.

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

Respectfully, Patrick R. Simpson Senior Manager - Licensing Exelon Generation Company, LLC cc: Director - NRC Office of Nuclear Reactor Regulation Regional Administrator - NRC Region I

December 15, 2021 U.S. Nuclear Regulatory Commission Page 6 Regional Administrator - NRC Region III NRC Senior Resident Inspector - Braidwood Station NRC Senior Resident Inspector - Byron Station NRC Senior Resident Inspector - Calvert Cliffs Nuclear Power Plant NRC Senior Resident Inspector - Clinton Power Station NRC Senior Resident Inspector - Dresden Nuclear Power Station NRC Senior Resident Inspector - James A. FitzPatrick Nuclear Power Station NRC Senior Resident Inspector - LaSalle County Station NRC Senior Resident Inspector - Limerick Generating Station NRC Senior Resident Inspector - Nine Mile Point Nuclear Station NRC Senior Resident Inspector - Peach Bottom Atomic Power Station NRC Senior Resident Inspector - Quad Cities Nuclear Power Station NRC Senior Resident Inspector - R.E. Ginna Nuclear Power Plant NRC Senior Resident Inspector - Salem Generating Station Attachments:

1. Second Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement Dated as of September 30, 2019 Between Exelon Generation Consolidation, LLC and The Northern Trust Company, as trustee (the Qualified Fund Trust Agreement);

2. Second Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement Dated as of September 30, 2019 Between Exelon Generation Consolidation, LLC and The Northern Trust Company, as trustee (the Nonqualified Fund Trust Agreement);

3. Qualified Nuclear Decommissioning Master Trust Agreement Dated as of [insert date],

2022 Between Constellation FitzPatrick, LLC and The Northern Trust Company, as Trustee (the FitzPatrick Qualified Trust Agreement);

4. Nonqualified Nuclear Decommissioning Master Trust Agreement Dated as of [insert date], 2022 Between Constellation FitzPatrick, LLC and The Northern Trust Company, as Trustee (the FitzPatrick Nonqualified Trust Agreement); and

5. Master Terms for Trust Agreements (the Master Terms, and collectively with the Qualified Fund Trust Agreement, Nonqualified Fund Trust Agreement, FitzPatrick Qualified Trust Agreement, and FitzPatrick Nonqualified Trust Agreement, the Trust Agreement Documents)

Second Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement Dated as of September 30, 2019 Between Exelon Generation Consolidation, LLC and The Northern Trust Company, as trustee (the Qualified Fund Trust Agreement)

DraftVersion SecondThird Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement Dated as of September 30, 2019[insert date], 2022 Between ExelonConstellation Generation Consolidation, LLC1 and The Northern Trust Company, as trustee 1

NTD: Exelon Generation Consolidation, LLC is expected to change its name to Constellation Generation Consolidation, LLC when the Spin Transaction closes. The execution version of the agreement will be updated to reflect the final name change and effective date.

275450541v.12

TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETATION 2

Section 1.01. Definitions 2

Section 1.02. Interpretation 32 ARTICLE II PURPOSES OF THE TRUSTS 3

Section 2.01. Establishment of the Trusts 3

Section 2.02. Purposes of the Trusts 3

Section 2.03. Contributions to the Trusts 3

Section 2.04. Master Terms 3

Section 2.05. Transferability 43 Section 2.06. Changes in Units/Qualified Trusts 4

ARTICLE III DISTRIBUTIONS 54 Section 3.01. Distributions 54 ARTICLE IV TERMINATION 54 Section 4.01. Termination 54 Section 4.02. Distribution of Trust Upon Termination 54 ARTICLE V Miscellaneous 5

Section 5.01. Binding Agreement 5

Section 5.02. Notices 5

Section 5.03. Governing Law 65 Section 5.04. Waiver of Jury Trial 65 Section 5.05. Counterparts 6

Section 5.06. Contractual Income 6

Section 5.07. Contractual Settlement 6

Section 5.08. Authority 76

1 (1) theWHEREAS, the parties are parties to a Second Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement dated as of October 29, 2003, and effective November 1, 2003, as amended (the PECO-RelatedSeptember 30, 2019 (the Existing Trust Agreement), among Consolidation, Exelon that was entered for the purpose of holding, investing and disbursing funds from separate decommissioning trusts for the decommissioning of nuclear power plants owned by Constellation Energy Generation, LLC2 (ExGen) and The Northern Trust Company, as trustee, pursuant to which Consolidation and its predecessors have provided for the establishment of separate decommissioning trusts for each of the nuclear power plantsGeneration) that were (i) formerly owned in whole or in part by PECO Energy Company (PECO) and identified in Part I of Schedule A (the Former PECO Units),

(ii) formerly owned in whole or in part by Commonwealth Edison Company (ComEd) and identified in Part II of Schedule A (the Former ComEd Units) and (iii) formerly owned in whole or in part by AmerGen Energy Company, LLC and identified in Part III of Schedule A (the Former AmerGen Units); which decommissioning trusts were established to receive funds that qualify as nuclear decommissioning reserve funds under Section 468A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (referred to herein as Qualified Funds);

(2) the Amended and Restated Tax-Qualified Nuclear Decommissioning Master Trust Agreement dated as of October 29, 2003, and effective November 1, 2003, as amended (the ComEd-Related Trust Agreement), among Consolidation, ExGen and The Northern Trust Company, as trustee, pursuant to which Consolidation and its predecessors have provided for the establishment of separate decommissioning trusts for each of the nuclear power plants formerly owned in whole or in part by Commonwealth Edison Company (ComEd) and identified in Part II of Schedule A (the Former ComEd Units) to receive Qualified Funds; and (3) the Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement dated as of October 29, 2003, and effective November 1, 2003, as amended (the AmerGen-Related Trust Agreement and, together with the PECO-Related Trust Agreement and the ComEd-Related Trust Agreement, the Existing Trust THIS SECONDTHIRD AMENDED AND RESTATED QUALIFIED NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENT (this Agreement), effective this 30th_____ day of September, 2019___________, 2022 between ExelonConstellation Generation Consolidation, LLC (Consolidation), a limited liability company organized under the laws of the State of Illinois, and The Northern Trust Company, an Illinois state banking corporation, as trustee (the Trustee);

WITNESSETH:

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

2 NTD: Exelon Generation Company, LLC is expected to change its name to Constellation Generation Company, LLC when the Spin Transaction closes, which is the time that this agreement is expected to become effective. The execution version of the agreement will be updated to reflect the final name change and effective date.

Agreements), among Consolidation (as successor to AmerGen Consolidation, LLC),

ExGen (as successor to AmerGen Energy Company, LLC) and The Northern Trust Company, as trustee, pursuant to which Consolidation and its predecessors have provided for the establishment of separate decommissioning trusts for each of the nuclear power plants formerly owned in whole or in part by AmerGen Energy Company, LLC and identified in Part III of Schedule A (the Former AmerGen Units) to receive Qualified Funds; WHEREAS, the parties desire to amend further and to restate the Existing Trust Agreements and to integrate them into a single agreement with a single trustee in order to improve the administration of the trusts established under the Existing Trust Agreements and reduce the costs associated therewithAgreement in order to reflect the transfer and removal of an Additional Unit to a separate trust agreement; provided, however, that nothing in this Agreement is intended to conflict with or override the applicable licenses or the applicable regulatory requirements of the Nuclear Regulatory Commission, the Internal Revenue Service or any other regulators having an interest herein; and WHEREAS, the execution and delivery of this Agreement have been duly authorized by each of the parties and all things necessary to make this Agreement a valid and binding agreement by each of the parties have been done.

NOW, THEREFORE, to provide for the continued maintenance of the Qualified Trusts and the making of payments therefrom and the performance of the covenants by Consolidation and the Trustee set forth herein, ExGenGeneration (or its predecessor) has previously sold, assigned, transferred, set over and pledged unto the Trustee, and to the Trustees successors and assigns, and the Trustee has acknowledged receipt of the funds representing the initial funding of and any additional contributions to the Qualified Trusts.

TO HAVE AND TO HOLD THE SAME IN TRUST for the exclusive use and purposes and upon the terms and conditions hereinafter set forth and as set forth in the Master Terms (as hereinafter defined) appended hereto as Exhibit I, and such additional funds as may from time to time be added hereto as provided herein, together with the proceeds and reinvestments thereof.

ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.01. Definitions. In addition to the capitalized terms defined elsewhere in this Agreement and the accompanying Master Terms, the following terms shall have the respective meanings indicated below:

Additional Units shall have the meaning specified in Section 2.06(a).

Associated Public Utility shall have the meaning specified in Section 2.06(a).

Code shall mean the Internal Revenue Code of 1986, as amended.

2

Master Terms shall mean the Master Terms for Trust Agreements attached as Exhibit I.

Qualified Trust shall mean any of the Qualified Trusts identified in Schedule A.

Related Qualified Trust shall mean a decommissioning trust established in respect of a Unit to receive funds that qualify as nuclear decommissioning reserve funds under Section 468A of the Code and the Treasury Regulations promulgated thereunder.

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

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

(a)

The provisions of clauses (1) through (5), inclusive, of Section 1.02 of the Master Terms shall apply in the interpretation of this Agreement.

(b)

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

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

(c)

The words herein, hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular article, section, sub-section or other subdivision of this Agreement.

ARTICLE II PURPOSES OF THE TRUSTS Section 2.01. Establishment of the Trusts. The Trustee shall continue to hold a separate Qualified Trust for each Unit. The Qualified Trust for each Unit shall be as identified in Schedule A. The Qualified Trusts shall be maintained separately at all times in the United States pursuant to this Agreement. Consolidation intends that the Qualified Trusts shall qualify as nuclear decommissioning reserve funds under section 468A of the Code. The assets of the Qualified Trusts may be used only in a manner authorized by section 468A of the Code and the Treasury Regulations thereunder. The Trustee shall maintain such records as are necessary 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 shall direct.

Section 2.02. Purposes of the Trusts. The Qualified Trusts are established for the exclusive purpose of providing funds for the decommissioning of the Units. The Qualified Trusts shall accumulate all contributions (whether from Consolidation or others) that satisfy the requirements of Section 2.02 of the Master Terms. The assets in the Qualified Trusts shall be used as authorized by section 468A of the Code and the Treasury Regulations thereunder. None 3

of the assets of the Qualified Trusts shall be subject to attachment, garnishment, execution or levy in any manner for the benefit of creditors of Consolidation or any other party.

Section 2.03. Contributions to the Trusts. The assets of the Qualified Trusts shall be transferred or contributed by Consolidation (or by others approved in writing by Consolidation) from time to time. Contributions for a Unit shall be allocated to the Related Qualified Trust as Consolidation designates in writing at the time of payment.

Section 2.04. Master Terms. In addition to the terms set forth in this Agreement, the Qualified Trusts shall also be governed by the applicable provisions of the Master Terms, which are incorporated herein by this reference. The terms of this Agreement, to the extent construed to be in conflict with the Master Terms, shall take precedence over the Master Terms.

Section 2.05. Transferability. Consolidation may transfer any interest in a Qualified Trust; provided, however, that (i) in the case of a Qualified Trust relating to a Former ComEd Unit, any such transfer shall be made subject to and upon the agreement (which shall be in form and substance satisfactory to ComEd) of the successor transferee to observe the provisions of this Section 2.05 and Sections 8.04 and 7.01 (as it relates to approval of amendments of this Section 2.05 and Sections 8.04 and 7.01 of the Master Terms) of the Master Terms, (ii) in the case of a Qualified Trust relating to a Former PECO Unit, any such transfer shall be made subject to and upon the agreement (which shall be in form and substance satisfactory to PECO) of the successor transferee to observe the provisions of this Section 2.05 and Sections 8.05 and 7.01 (as it relates to approval of amendments of this Section 2.05 and Sections 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 there is an Associated Public Utility, any such transfer shall be made subject to and upon the agreement (which shall be in form and substance satisfactory to such Associated Public Utility) of the successor transferee to observe the provisions of this Section 2.05 and Sections 8.06 and 7.01 (as it relates to approval of amendments of this Section 2.05 and Sections 8.06 and 7.01 of the Master Terms) of the Master Terms.

Section 2.06. Changes in Units/Qualified Trusts.

(a)

Consolidation may, by written notice to the Trustee, cause additional Units (Additional Units) and their Related Qualified Trusts to be added to, and to be subject to, the terms and conditions of this Agreement. Any such notice shall identify (i) the Additional Unit(s), (ii) the Related Qualified Trust(s), (iii) any public utility to which any assets remaining in such Trust are to be returned following the completion of decommissioning activities (an Associated Public Utility) and (iv) the assets, if any, held by any such Related Qualified Trust(s). Consolidation shall deliver to the Trustee an amended version of Schedule A reflecting such addition(s) in Part IV, which amended schedule shall replace the existing Schedule A absent manifest error.

(b)

Subject to any applicable provisions of Section 2.05, Consolidation may, by written notice to the Trustee, cause one or more Units and its or their Qualified Trust(s) to be removed from the provisions of this Agreement. Any such notice shall identify (i) the Unit, (ii) the Related Qualified Trust, (iii) if decommissioning activities in respect of such Unit have been completed in accordance with applicable law and is so 4

certified in the notice, the recipient of any remaining assets in the Related Qualified Trust, which shall be (x) any public utility to which such assets are to be returned for ultimate refund to such public utilitys customers by such public utility or (y)

Consolidation or its designee, if there is no such public utility and (iv) if decommissioning activities in respect of such Unit have not been completed in accordance with applicable law, the institution who shall become the trustee for such qualified funds under a nuclear decommissioning trust agreement, as so certified by Consolidation in such notice. Consolidation shall deliver to the Trustee an amended version of Schedule A reflecting such removal(s), which amended schedule shall replace the existing Schedule A absent manifest error.

ARTICLE III DISTRIBUTIONS Section 3.01. Distributions. Upon receipt of written instructions from Consolidation, and pursuant to the terms of Article III of the Master Terms, the Trustee shall distribute all or a portion of a Qualified Trust to Consolidation or a third party.

TERMINATION Section 3.02. Termination. A Qualified Trust shall terminate in accordance with Article VIII of the Master Terms.

Section 3.03. Distribution of Trust Upon Termination. Upon termination of all or a portion of a Qualified Trust, the Trustee shall distribute that trusts assets as provided in Article VIII of the Master Terms.

ARTICLE IV MISCELLANEOUS Section 4.01. Binding Agreement. All covenants and agreements in this Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their successors and assigns.

Section 4.02. Notices. All notices or other communications to be given hereunder shall be in writing and shall be deemed to have been validly given or delivered upon the earlier of (i) personal delivery to the address set forth below, (ii) in the case of facsimile transmission, when transmitted (provided receipt is confirmed), (iii) in the case of a reputable overnight delivery service, one business day after delivery to such courier service, (iv) in the case of electronic mail, on the day (if a business day and, if not, on the next following business day) on which it is validly transmitted if transmitted before 4:00 p.m., recipients time, and if transmitted after that time, on the next following business day or (v) in the case of mailing, three business days after deposit in the United States mails, with proper postage for certified mail, return receipt requested, prepaid; provided, however, if any notice is tendered to an addressee and delivery 5

thereof is refused by such addressee, such notice shall be effective upon such tender. Notices to be provided pursuant to this Agreement shall be provided to the following addressees:

(a)

If to the Trustee, to:

The Northern Trust Company 50 South LaSalle Street Chicago, Illinois 60603 Attn: Amy Pera Fax: (312) 630-6062 E-mail: als6@ntrs.com (b)

If to Consolidation, to:

ExelonConstellation Generation Consolidation, LLC c/o Exelon Business Services CompanyTBD Investment Office 10 South Dearborn Street - 52nd Floor Chicago, Illinois 60603 Attn: Managing Director Investment Operations Fax: (312) 394-2355 E-mail: elizabeth.hlinak@excloncorp.com Either party may change its address for notices by written notice to the other party, provided any such notice shall only be effective upon receipt.

Section 4.03. Governing Law. Each Qualified Trust has been established pursuant to this Agreement in accordance with the requirements for trusts under the laws of Illinois and this Agreement shall be governed by, and construed and enforced in accordance with, the laws of Illinois.

Section 4.04. Waiver of Jury Trial. The parties hereby expressly waive, to the fullest extent permitted by applicable law, any right to trial by jury with respect to any judicial proceeding arising from or related to this Agreement.

Section 4.05. Counterparts. This Agreement may be executed in several counterparts, and all such counterparts executed and delivered, each an original, shall constitute but one and the same instrument.

Section 4.06. Contractual Income. The Trustee is authorized, but shall not be obligated, to provisionally credit the Qualified Trusts with income, distributions, redemptions, maturity proceeds or other amounts due on securities on the contractual payment date net of any taxes or upon actual receipt. To the extent the Trustee credits income on the contractual payment date, the Trustee may reverse such accounting entries with back value to the contractual payment date if the Trustee reasonably believes that such amount will not be received by it.

Section 4.07. Contractual Settlement. The Trustee will attend to the settlement of securities transactions on the basis of either contractual settlement date accounting or actual 6

settlement date accounting. The Trustee is authorized, but shall not be obligated, to settle certain securities transactions on the basis of contractual settlement date accounting, pursuant to which the Trustee shall automatically credit or debit a Trust provisionally on a contractual settlement date with cash or securities in connection with any sale, exchange or purchase of securities.

Otherwise, such cash or securities shall be credited to a Trust on the day such cash or securities are actually received by the Trustee and reconciled to that Trust. In cases where the Trustee credits or debits a Trust with cash or securities prior to actual receipt and reconciliation, the Trustee may reverse with back value to the contractual settlement date any entry relating to such contractual settlement where the related transaction remains unsettled according to established procedures.

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

Section 4.08. Authority. Consolidation and the Trustee hereby each represent and warrant to the other that it has full authority to enter into this Agreement upon the terms and conditions hereof and that the individual executing this Agreement on its behalf has the requisite authority to bind Consolidation and the Trustee to this Agreement.

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

EXELONCONSTELLATION GENERATION CONSOLIDATION, LLC By:______________________________________

Name:

Title:

THE NORTHERN TRUST COMPANY By:______________________________________

Name:

Title:

7

A-1 Exelon Peach Bottom Unit 1 Qualified Fund Part II: Former ComEd Units Braidwood Unit 1 Exelon Braidwood Unit 1 Tax-Qualified Trust Units Braidwood Unit 2 Peach Bottom Unit 2 Exelon Braidwood Unit 2 Tax-Qualified Trust Byron Unit 1 Exelon Peach Bottom Unit 2 Qualified Fund Exelon Byron Unit 1 Tax-Qualified Trust Byron Unit 2 Exelon Byron Unit 2 Tax-Qualified Trust Qualified Trusts3 Dresden Unit 1 Peach Bottom Unit 3 Exelon Dresden Unit 1 Tax-Qualified Trust Dresden Unit 2 Exelon Peach Bottom Unit 3 Qualified Fund Exelon Dresden Unit 2 Tax-Qualified Trust Dresden Unit 3 Exelon Dresden Unit 3 Tax-Qualified Trust LaSalle Unit 1 Salem Unit 1 Exelon LaSalle Unit 1 Tax-Qualified Trust Schedule A The following is a list of the Units and the Qualified Trusts:

LaSalle Unit 2 Exelon Salem Unit 1 Qualified Fund Exelon LaSalle Unit 2 Tax-Qualified Trust Quad Cities Unit 1 Exelon Quad Cities Unit 1 Tax-Qualified Trust Part I: Former PECO Units Quad Cities Unit 2 Salem Unit 2 Exelon Quad Cities Unit 2 Tax-Qualified Trust Zion Unit 1 Exelon Salem Unit 2 Qualified Fund Exelon Zion Unit 1 Tax-Qualified Trust Zion Unit 2 Exelon Zion Unit 2 Tax-Qualified Trust Part III: Former AmerGen Units Limerick Unit 1 Clinton Nuclear Power Plant Clinton Nuclear Power Plant Qualified Fund Exelon Limerick Unit 1 Qualified Fund Oyster Creek Nuclear Generating Station Oyster Creek Nuclear Generating Station Qualified Fund Three Mile Island Unit One Peach Bottom Unit 1 Three Mile Island Unit One Qualified Fund Limerick Unit 2 Part IV: Additional Units James A. FitzPatrick Nuclear Generating Station Exelon Limerick Unit 2 Qualified Fund Exelon Fitzpatrick Qualified Fund 3 In this column, references to "Exelon" will change to "Constellation."

A-2

Second Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement Dated as of September 30, 2019 Between Exelon Generation Consolidation, LLC and The Northern Trust Company, as trustee (the Nonqualified Fund Trust Agreement)

Draft Version SecondThird Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement Dated as of September 30, 2019[insert date], 2022 Between ExelonConstellation Generation Consolidation, LLC1 and The Northern Trust Company, as trustee 1

NTD: Exelon Generation Consolidation, LLC is expected to change its name to Constellation Generation Consolidation, LLC when the Spin Transaction closes, which is the time that this agreement is expected to become effective. The execution version of the agreement will be updated to reflect the final name change and effective date.

275469894v.12

TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 2

Section 1.01. Definitions.

2 Section 1.02. Interpretation.

32 ARTICLE II PURPOSES OF THE TRUSTS 3

Section 2.01. Establishment of the Trusts.

3 Section 2.02. Purposes of the Trusts.

3 Section 2.03. Contributions to the Trusts.

3 Section 2.04. Master Terms.

43 Section 2.05. Transferability.

43 Section 2.06. Changes in Units/Nonqualified Trusts.

4 ARTICLE III DISTRIBUTIONS 54 Section 3.01. Distributions.

54 ARTICLE IV TERMINATION 5

Section 4.01. Termination.

5 Section 4.02. Distribution of Trust Upon Termination.

5 ARTICLE V Miscellaneous 5

Section 5.01. Binding Agreement.

5 Section 5.02. Notices.

5 Section 5.03. Governing Law.

6 Section 5.04. Waiver of Jury Trial 6

Section 5.05. Counterparts.

6 Section 5.06. Contractual Income.

6 Section 5.07. Contractual Settlement.

6 Section 5.08. Authority.

76 i

1 THIS SECONDTHIRD AMENDED AND RESTATED NONQUALIFIED NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENT (the Agreement),

effective this 30th___ day of September, 2019____________, 2022 between ExelonConstellation Generation Consolidation, LLC (Consolidation), a limited liability company organized under the laws of the State of Illinois, and The Northern Trust Company, an Illinois state banking corporation, as trustee (the Trustee);

WITNESSETH:

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

(1) theWHEREAS, the parties are parties to a Second Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement dated as of October 29, 2003, and effective November 1, 2003, as amended (the PECO-RelatedSeptember 30, 2019 (the Existing Trust Agreement), among Exelon that was entered for the purpose of holding, investing and disbursing funds from separate decommissioning trusts for the decommissioning of nuclear power plants owned by Constellation Energy Generation, LLC Company, LLC (ExGen), the Nevada limited liability companies named therein (the Former PECO NQF Companies) and The Northern Trust Company, as trustee, pursuant to which the Former PECO NQF Companies and their predecessors have provided for the establishment of separate decommissioning trusts for each of the nuclear power plants 2 that were (i) formerly owned in whole or in part by PECO Energy Company (PECO) and identified in Part I of Schedule A (the Former PECO Units),

(ii) formerly owned in whole or in part by ComEd and identified in Part II of Schedule A (the Former ComEd Units) and (iii) formerly owned in whole or in part by AmerGen Energy Company, LLC and identified in Part III of Schedule A (the Former AmerGen Units); which decommissioning trusts were established to receive funds that do not qualify as nuclear decommissioning reserve funds under Section 468A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (referred to herein as Nonqualified Funds);

(2) the Amended and Restated Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement dated as of October 29, 2003, and effective November 1, 2003, as amended (the ComEd-Related Trust Agreement), among Commonwealth Edison Company (ComEd), ExGen, the Nevada limited liability companies named therein (the Former ComEd NQF Companies) and The Northern Trust Company, as trustee, pursuant to which the Former ComEd NQF Companies and their predecessors have provided for the establishment of separate decommissioning trusts for each of the nuclear power plants formerly owned in whole or in part by ComEd and identified in Part II of Schedule A (the Former ComEd Units) to receive Nonqualified Funds; and (3) the Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement dated as of October 29, 2003, and effective November 1, 2003, 2

NTD: Exelon Generation Company, LLC is expected to change its name to Constellation Generation Company, LLC when the Spin Transaction closes, which is the time that this agreement is expected to become effective. The execution version of the agreement will be updated to reflect the final name change and effective date.

as amended (the AmerGen-Related Trust Agreement and, together with the PECO-Related Trust Agreement and the ComEd-Related Trust Agreement, the Existing Trust Agreements), among ExGen (as successor to AmerGen Energy Company, LLC), the Nevada limited liability companies named therein (the Former AmerGen NQF Companies) and The Northern Trust Company, as trustee, pursuant to which the Former AmerGen NQF Companies and their predecessors have provided for the establishment of separate decommissioning trusts for each of the nuclear power plants formerly owned in whole or in part by AmerGen Energy Company, LLC and identified in Part III of Schedule A (the Former AmerGen Units) to receive Nonqualified Funds; WHEREAS, the parties desire to amend further and to restate the Existing Trust Agreements and to integrate them into a single agreement with a single trustee in order to improve the administration of the trusts established under the Existing Trust Agreements and reduce the costs associated therewithAgreement in order to reflect the transfer and removal of an Additional Unit to a separate trust agreement; provided, however, that nothing in this Agreement is intended to conflict with or override the applicable licenses or the applicable regulatory requirements of the Nuclear Regulatory Commission, the Internal Revenue Service or any other regulators having an interest herein; and WHEREAS, the execution and delivery of this Agreement have been duly authorized by each of the parties and all things necessary to make this Agreement a valid and binding agreement by each of the parties have been done.

NOW, THEREFORE, to provide for the continued maintenance of the Nonqualified Trusts and the making of payments therefrom and the performance of the covenants by Consolidation and the Trustee set forth herein, Consolidation (or its predecessors) has previously sold, assigned, transferred, set over and pledged unto the Trustee, and to the Trustees successors and assigns, and the Trustee has acknowledged receipt of the funds representing the initial funding of and any additional contributions to the Nonqualified Trusts.

TO HAVE AND TO HOLD THE SAME IN TRUST for the exclusive use and purposes and upon the terms and conditions hereinafter set forth and as set forth in the Master Terms (as hereinafter defined) appended hereto as Exhibit I, and such additional funds as may from time to time be added hereto as provided herein, together with the proceeds and reinvestments thereof.

ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.01. Definitions. In addition to the capitalized terms defined elsewhere in this Agreement and the accompanying Master Terms, the following terms shall have the respective meanings indicated below:

Additional Units shall have the meaning specified in Section 2.06(a).

Associated Public Utility shall have the meaning specified in Section 2.06(a).

Code shall mean the Internal Revenue Code of 1986, as amended.

2

Master Terms shall mean the Master Terms for Trust Agreements attached as Exhibit I.

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

Qualified Trusts shall mean the separate trusts established for nuclear decommissioning that are tax qualified under section 468A of the Code, which trusts are identified in Schedule A to the Second Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement dated as of July 1, 2013 between Consolidation and the Trustee.

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

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

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

(a)

The provisions of clauses (1) through (5), inclusive, of Section 1.02 of the Master Terms shall apply in the interpretation of this Agreement.

(b)

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

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

(c)

The words herein, hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular article, section, sub-section or other subdivision of this Agreement.

ARTICLE II PURPOSES OF THE TRUSTS Section 2.01. Establishment of the Trusts. The Trustee shall continue to hold a separate Nonqualified Trust for each Unit. The Nonqualified Trust for each Unit shall be as identified in Schedule A, with Consolidation as owner of such Nonqualified Trust. The Nonqualified Trusts shall be maintained separately at all times in the United States pursuant to this Agreement. The Trustee shall maintain such records as are necessary to reflect each Nonqualified Trust separately on its books from each other Nonqualified Trust, and shall create and maintain such subaccounts within each Nonqualified Trust as Consolidation shall direct.

Section 2.02. Purposes of the Trusts. The Nonqualified Trusts are established for the exclusive purpose of providing funds for the decommissioning of the Units. The Nonqualified 3

Trust for a Unit shall accumulate all contributions (whether from Consolidation or others) that do not satisfy the requirements for contributions to the Qualified Trust for that Unit, pursuant to Section 2.02 of the Master Terms. None of the assets of the Nonqualified Trusts shall be subject to attachment, garnishment, execution or levy in any manner for the benefit of creditors of Consolidation or any other party.

Section 2.03. Contributions to the Trusts. The assets of the Nonqualified Trusts shall be transferred or contributed by Consolidation (or others approved in writing by Consolidation) from time to time. Contributions for a Unit shall be allocated to the Related Nonqualified Trust as Consolidation designates in writing at the time of payment.

Section 2.04. Master Terms. In addition to the terms set forth in this Agreement, the Nonqualified Trusts shall also be governed by the applicable provisions of the Master Terms, which are incorporated herein by this reference. The terms of this Agreement, to the extent construed to be in conflict with the Master Terms, shall take precedence over the Master Terms.

Section 2.05. Transferability. Consolidation may transfer any interest in a Nonqualified Trust; provided, however, that (i) in the case of a Nonqualified Trust relating to a Former ComEd Unit, any such transfer shall be made subject to and upon the agreement (which shall be in form and substance satisfactory to ComEd) of the successor transferee to observe the provisions of this Section 2.05 and Sections 8.04 and 7.01 (as it relates to approval of amendments of this Section 2.05 and Sections 8.04 and 7.01 of the Master Terms) of the Master Terms, (ii) in the case of a Nonqualified Trust relating to a Former PECO Unit, any such transfer shall be made subject to and upon the agreement (which shall be in form and substance satisfactory to PECO) of the successor transferee to observe the provisions of this Section 2.05 and Sections 8.05 and 7.01 (as it relates to approval of amendments of this Section 2.05 and Sections 8.05 and 7.01 of the Master Terms) of the Master Terms and (iii) in the case of a Nonqualified Trust relating to an Additional Unit, if there is an Associated Public Utility, any such transfer shall be made subject to and upon the agreement (which shall be in form and substance satisfactory to such Associated Public Utility) of the successor transferee to observe the provisions of this Section 2.05 and Sections 8.06 and 7.01 (as it relates to approval of amendments of this Section 2.05 and Sections 8.06 and 7.01 of the Master Terms) of the Master Terms.

Section 2.06. Changes in Units/Nonqualified Trusts.

(a)

Consolidation may, by written notice to the Trustee, cause additional Units (Additional Units) and their Related Nonqualified Trusts to be added to, and to be subject to, the terms and conditions of this Agreement. Any such notice shall identify (i) the Unit(s), (ii) the Related Nonqualified Trust(s), (iii) any public utility to which any assets remaining in such Trust are to be returned following the completion of decommissioning activities (an Associated Public Utility), (iv) the assets, if any, held by any such Related Nonqualified Trust(s) and (v) the entity(ies) that owns such Related Nonqualified Trust(s). Consolidation shall deliver to the Trustee an amended version of Schedule A reflecting such addition(s) in Part IV, which amended schedule shall replace the existing Schedule A absent manifest error.

4

(b)

Subject to any applicable provisions of Section 2.05, Consolidation may, by written notice to the Trustee, cause its associated Unit and the associated Nonqualified Trust to be removed from the provisions of this Agreement. Any such notice shall identify (i) the Unit, (ii) the Related Nonqualified Trust, (iii) if decommissioning activities in respect of such Unit have been completed in accordance with applicable law and is so certified in the notice, the recipient of any remaining assets in the Related Nonqualified Trust, which shall be (x) any public utility to which such assets are to be returned for ultimate refund to such public utilitys customers by such public utility or (y)

Consolidation or its designee, if there is no such public utility and (iv) if decommissioning activities in respect of such Unit have not been completed in accordance with applicable law, the institution who shall become the trustee for such nonqualified funds under a nuclear decommissioning trust agreement, as so certified by Consolidation in such notice. Consolidation shall deliver to the Trustee an amended version of Schedule A reflecting such removal(s), which amended schedule shall replace the existing Schedule A absent manifest error.

ARTICLE III DISTRIBUTIONS Section 3.01. Distributions. Upon receipt of written instructions from Consolidation, and pursuant to the terms of Article III of the Master Terms, the Trustee shall distribute all or a portion of a Nonqualified Trust to Consolidation or a third party.

ARTICLE IV TERMINATION Section 4.01. Termination. A Nonqualified Trust shall terminate in accordance with Article VIII of the Master Terms.

Section 4.02. Distribution of Trust Upon Termination. Upon termination of all or a portion of a Nonqualified Trust, the Trustee shall distribute that trusts assets as provided in Article VIII of the Master Terms.

ARTICLE V MISCELLANEOUS Section 5.01. Binding Agreement. All covenants and agreements in this Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their successors and assigns.

Section 5.02. Notices. All notices or other communications to be given hereunder shall be in writing and shall be deemed to have been validly given or delivered upon the earlier of (i) personal delivery to the address set forth below, (ii) in the case of facsimile transmission, when transmitted (provided receipt is confirmed), (iii) in the case of a reputable overnight delivery service, one business day after delivery to such courier service, (iv) in the case of electronic mail, on the day (if a business day and, if not, on the next following business day) on which it is validly transmitted if transmitted before 4:00 p.m., recipients time, and if transmitted after that 5

time, on the next following business day or (v) in the case of mailing, three business days after deposit in the United States mails, with proper postage for certified mail, return receipt requested, prepaid; provided, however, if any notice is tendered to an addressee and delivery thereof is refused by such addressee, such notice shall be effective upon such tender. Notices to be provided pursuant to this Agreement shall be provided to the following addressees:

(a)

If to the Trustee, to:

The Northern Trust Company 50 South LaSalle Street Chicago, Illinois 60603 Attn: Amy Pera Fax: (312) 630-6062 E-mail: ALS6@ntrs.com (b)

If to Consolidation, to:

ExelonConstellation Generation Consolidation, LLC c/o Exelon Business Services CompanyTBD Investment Office 10 South Dearborn Street - 52nd Floor Chicago, Illinois 60603 Attn: Managing Director Investment Operations Fax: (312) 394-2355 E-mail: elizabeth.hlinak@excloncorp.com Any party may change its address for notices by written notice to the other parties, provided any such notice shall only be effective upon receipt.

Section 5.03. Governing Law. Each Nonqualified Trust has been established pursuant to this Agreement in accordance with the requirements for trusts under the laws of Illinois and this Agreement shall be governed by, and construed and enforced in accordance with, the laws of Illinois.

Section 5.04. Waiver of Jury Trial. The parties hereby expressly waive, to the fullest extent permitted by applicable law, any right to trial by jury with respect to any judicial proceeding arising from or related to this Agreement.

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

Section 5.06. Contractual Income. The Trustee is authorized, but shall not be obligated, to provisionally credit the Trusts with income, distributions, redemptions, maturity proceeds or other amounts due on securities on the contractual payment date net of any taxes or upon actual receipt. To the extent the Trustee credits income on the contractual payment date, 6

7 the Trustee may reverse such accounting entries with back value to the contractual payment date if the Trustee reasonably believes that such amount will not be received by it.

Section 5.07. Contractual Settlement. The Trustee will attend to the settlement of securities transactions on the basis of either contractual settlement date accounting or actual settlement date accounting. The Trustee is authorized, but shall not be obligated, to settle certain securities transactions on the basis of contractual settlement date accounting, pursuant to which the Trustee shall automatically credit or debit a Trust provisionally on a contractual settlement date with cash or securities in connection with any sale, exchange or purchase of securities.

Otherwise, such cash or securities shall be credited to a Trust on the day such cash or securities are actually received by the Trustee and reconciled to that Trust. In cases where the Trustee credits or debits a Trust with cash or securities prior to actual receipt and reconciliation, the Trustee may reverse with back value to the contractual settlement date any entry relating to such contractual settlement where the related transaction remains unsettled according to established procedures.

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

Section 5.08. Authority. Consolidation and the Trustee hereby each represent and warrant to the other that it has full authority to enter into this Agreement upon the terms and conditions hereof and that the individual executing this Agreement on behalf of such entity has the requisite authority to bind such entity to this Agreement. Each party ratifies the actions of the Trustee from the effective date to the signing date of this Agreement.

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

EXELONCONSTELLATION GENERATION CONSOLIDATION, LLC By:________________________________

Name:

Title:

8 THE NORTHERN TRUST COMPANY By:______________________________

Name:

Title

A-1 Exelon Peach Bottom Unit 1 Nonqualified Fund Limerick Unit 1 Exelon Limerick Unit 1 Nonqualified Fund Limerick Unit 2 Exelon Limerick Unit 2 Nonqualified Fund Nonqualified Trust3 Peach Bottom Unit 2 Part II: Former ComEd Units Schedule A The following is a list of the Units and the Nonqualified Trusts:

Braidwood Unit 1 Exelon Peach Bottom Unit 2 Nonqualified Fund Exelon Braidwood Unit 1 Non-Tax Qualified Trust Braidwood Unit 2 Exelon Braidwood Unit 2 Non-Tax Qualified Trust Byron Unit 1 Peach Bottom Unit 3 Exelon Byron Unit 1 Non-Tax Qualified Trust Exelon Peach Bottom Unit 3 Nonqualified Fund Byron Unit 2 Exelon Byron Unit 2 Non-Tax Qualified Trust Dresden Unit 1 Exelon Dresden Unit 1 Non-Tax Qualified Trust Part I: Former PECO Units Salem Unit 1 Dresden Unit 2 Exelon Dresden Unit 2 Non-Tax Qualified Trust Exelon Salem Unit 1 Nonqualified Fund Dresden Unit 3 Exelon Dresden Unit 3 Non-Tax Qualified Trust LaSalle Unit 1 Exelon LaSalle Unit 1 Non-Tax Qualified Trust Salem Unit 2 Peach Bottom Unit 1 LaSalle Unit 2 Exelon Salem Unit 2 Nonqualified Fund Exelon LaSalle Unit 2 Non-Tax Qualified Trust Unit 3 In this column, references to "Exelon" will change to "Constellation."

A-2 Exelon Zion Unit 1 Non-Tax Qualified Trust Quad Cities Unit 1 Zion Unit 2 Unit Exelon Zion Unit 2 Non-Tax Qualified Trust Exelon Quad Cities Unit 1 Non-Tax Qualified Trust Part III: Former AmerGen Units Clinton Nuclear Power Plant Clinton Nuclear Power Plant Nonqualified Fund Nonqualified Trust Oyster Creek Nuclear Generating Station Quad Cities Unit 2 Oyster Creek Nuclear Generating Station Nonqualified Fund Exelon Quad Cities Unit 2 Non-Tax Qualified Trust Three Mile Island Unit One Three Mile Island Unit One Nonqualified Fund Part IV: Additional Units James A. FitzPatrick Nuclear Generating Station Exelon Fitzpatrick Qualified Fund Zion Unit 1

Qualified Nuclear Decommissioning Master Trust Agreement Dated as of [insert date], 2022 Between Constellation FitzPatrick, LLC and The Northern Trust Company, as Trustee (the FitzPatrick Qualified Trust Agreement)

Draft Version QUALIFIED NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENT Dated as of [insert date], 2022 Between Constellation FitzPatrick, LLC1 And The Northern Trust Company, as Trustee 1

Exelon FitzPatrick, LLC is expected to change its name to Constellation FitzPatrick, LLC when the Spin Transaction closes, which is the time that this agreement is expected to become effective. The execution version of the agreement will be updated to reflect the final name change and effective date.

TABLE OF CONTENTS WITNESSETH:.............................................................................................................................. 1 ARTICLE I DEFINITIONS AND INTERPRETATION............................................................... 2 Section 1.01. Definitions........................................................................................................... 2 Section 1.02. Interpretation...................................................................................................... 2 ARTICLE II PURPOSES OF THE TRUSTS................................................................................ 2 Section 2.01. Establishment of the Trusts............................................................................... 2 Section 2.02. Purposes of the Trusts........................................................................................ 3 Section 2.03. Contributions to the Trusts............................................................................... 3 Section 2.04. Master Terms...................................................................................................... 3 Section 2.05. Transferability.................................................................................................... 3 Section 2.06. Changes in Units/Qualified Trusts.................................................................... 3 ARTICLE III DISTRIBUTIONS................................................................................................... 4 Section 3.01. Distributions........................................................................................................ 4 ARTICLE IV TERMINATION...................................................................................................... 4 Section 4.01. Termination........................................................................................................ 4 Section 4.02. Distribution of Trust Upon Termination......................................................... 4 ARTICLE V Miscellaneous............................................................................................................ 4 Section 5.01. Binding Agreement............................................................................................. 4 Section 5.02. Notices.................................................................................................................. 4 Section 5.03. Governing Law................................................................................................... 5 Section 5.04. Waiver of Jury Trial.......................................................................................... 5 Section 5.05. Counterparts....................................................................................................... 5 Section 5.06. Contractual Income............................................................................................ 5 Section 5.07. Contractual Settlement...................................................................................... 5 Section 5.08. Authority............................................................................................................. 6 Schedule A...................................................................................................................................... 9

THIS QUALIFIED NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENT (this Agreement), effective this _____ day of _____________, 2022 between Constellation FitzPatrick, LLC (Owner), a limited liability company organized under the laws of the State of Delaware, and The Northern Trust Company, an Illinois state banking corporation, as trustee (the Trustee);

WITNESSETH:

WHEREAS, Owner owns the James A. FitzPatrick Nuclear Power Plant, Unit 1 (FitzPatrick Unit 1);

WHEREAS, the decommissioning qualified trust for FitzPatrick Unit 1 is currently held by Owners parent, Exelon Generation Company, LLC (ExGen) through its subsidiary, Exelon Generation Consolidation, LLC (Consolidation), pursuant to the Second Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement between Consolidation and Trustee, as amended, which was established for the purpose of holding, investing, and disbursing funds for the decommissioning of nuclear generating units, including FitzPatrick Unit 1; WHEREAS, Owner desires to directly own and hold the qualified nuclear ecommissioning trust and the non-qualified nuclear decommissioning trust (reflected in another agreement) for FitzPatrick Unit 1; provided, however, that nothing in this Agreement is intended to conflict with or override the applicable licenses or the applicable regulatory requirements of the Nuclear Regulatory Commission, the Internal Revenue Service or any other regulators having an interest herein; and WHEREAS, the execution and delivery of this Agreement have been duly authorized by each of the parties and all things necessary to make this Agreement a valid and binding agreement by each of the parties have been done.

NOW, THEREFORE, to provide for the continued maintenance of the Qualified Trust for FitzPatrick Unit 1 and the making of payments therefrom and the performance of the covenants by Owner and the Trustee set forth herein, ExGen (or its predecessor) has previously sold, assigned, transferred, set over and pledged unto the Trustee, and to the Trustees successors and assigns, and the Trustee has acknowledged receipt of the funds representing the initial funding of and any additional contributions to the Qualified Trusts.