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Additional Information Regarding the Notice of Proposed Amendments to Trust Agreement to Implement Assignment of Decommissioning Trust Funds for Amergen Energy Company, LLC
	ML032240129
Person / Time
Site:	Oyster Creek, Clinton, Crane
Issue date:	07/29/2003
From:	Gallagher M; AmerGen Energy Co
To:	; Document Control Desk, Office of Nuclear Reactor Regulation
References
	2130-03-20230, 5928-03-20161
	Download: ML032240129 (126)
	v • d • e

-

p AmerGen SM ArnerGen Energy Company. LLC www.exeloncoTp.com An Exelon/British Energy Company 200 Exelon Way Suite 345 Kennett Square, PA 19348 10 CFR 50.75 2130-03-20230 5928-03-20161 July 29, 2003 U. S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, DC 20555-0001 Clinton Power Station Facility Operating License No. NPF-62 NRC Docket No. 50-461 Oyster Creek Generating Station Facility Operating License No. DPR-16 NRC Docket No. 50-219 Three Mile Island Nuclear Station, Unit 1 Facility Operating License No. DPR-50 NRC Docket No. 50-289

References:

1) Letter from M. P. Gallagher (AmerGen Energy Company, LLC) to U. S.

Nuclear Regulatory Commission, dated January 23, 2003

2) Letter from M. P. Gallagher (AmerGen Energy Company, LLC) to U. S.

Nuclear Regulatory Commission, dated March 19, 2003

3) Letter from M. P. Gallagher (AmerGen Energy Company, LLC) to U. S.

Nuclear Regulatory Commission, dated June 17, 2003

Subject:

Additional Information Regarding the Notice of Proposed Amendments to Trust Agreement to Implement Assignment of Decommissioning Trust Funds for AmerGen Energy Company, LLC In the referenced letters AmerGen Energy Company, LLC provided information regarding proposed amendments to its trust agreement in order to implement an assignment of the AmerGen Energy Company, LLC nonqualified and qualified decommissioning funds to wholly-owned single member limited liability companies located and organized in Nevada.

In response to discussions with the NRC Staff regarding the information presented in the referenced letters, AmerGen Energy Company, LLC has revised the Draft Master

7b

Assignment of Decommissioning Trust Funds for AmerGen Energy Company, LLC July 29, 2003 Page 2 Terms for Trust Agreement for Mellon Bank, N. A., as contained in Attachment C to reflect NRC comments. A black-lined version of this document is included in Attachment C, along with a copy without the revisions highlighted.

Additionally, all other agreements are being provided as clean versions without previously submitted revisions highlighted. Accordingly, attached is the following information:

Attachment A - [Intentionally left blank]

Attachment B - Provides a response to two (2) questions discussed in conference calls with the NRC Attachment C - Revised Draft Amended and Restated Master Trust Agreements (With Recent Comments Incorporated) (Mellon)

Attachment D - [Intentionally left blank]

Attachment E - Revised Draft Operating Agreement AmerGen NQF, LLC Attachment F - Revised Draft Operating Agreement AmerGen Consolidation, LLC If you have any questions about this letter, please contact T. Loomis at (610) 765-5510.

Respectfully, Michael P. Gallagher Director, Licensing and Regulatory Affairs AmerGen Energy Company, LLC Attachments cc:

NRC Director of Nuclear Material Safety and Safeguards Regional Administrator - NRC Region I Regional Administrator - NRC Region IlIl NRC Senior Resident Inspector - Clinton Power Station NRC Senior Resident Inspector - Oyster Creek Generating Station NRC Senior Resident Inspector - Three Mile Island, Unit 1 NRC Project Manager, NRR - Clinton Power Station NRC Project Manager, NRR - Oyster Creek Generating Station NRC Project Manager, NRR - Three Mile Island, Unit 1 Office of Nuclear Facility Safety - IDNS OC File No. 03035 TMI File No. 00127

Attachment A

[intentionally left blank]

Attachment B Response to Two (2) NRC Questions

Question 1:

The proposed amendments assign the qualified funds to two new LLCs, Exelon Consolidation, LLC, and AmerGen Consolidation, LLC. The organization also establishes 23 LLCs, one LLC for each of the 23 facilities, for the nonqualified funds. These LLCs are transitional steps because the licensees have stated that they plan to assign the interests of the LLCs in the nonqualified funds to Exelon Consolidation, LLC and AmerGen Consolidation LLC. These two wholly-owned single member LLCs would then hold both the qualified and nonqualified funds.

What is the basis for the phased approach for the nonqualified funds?

Response

AmerGen owns 3 Nonqualified Decommissioning Funds that currently are not characterized as separate entities for federal and state tax purposes. Although it is not a requirement for federal or state tax purposes, we have determined that the most prudent and optimal structure is to have each Nonqualified Fund owned by a separate and distinct LLC. Each NQF, LLC will have the flexibility to elect to be taxed as a corporation for federal and state income tax purposes and may or may not make that election.'

There are two methods to implement the desired structure, and both methods require two steps (i.e., a phased approach).

The first method, which is the one AmerGen proposes to implement, is preferable because only one transfer of the funds themselves is required. Under the proposed method, each nonqualified fund would be assigned to an NQF LLC, which is wholly owned by the transferor (i.e., AmerGen). All of the NQF LLCs would immediately be contributed by AmerGen to AmerGen Consolidation (again, a wholly owned subsidiary of the transferor). This method was chosen because we thought that it would be less administratively complex than the alternative method (discussed in the following paragraph).

The second method would require two assignments of the funds (i.e., assign nonqualified funds to Consolidation, then assign nonqualified funds to NQF LLCs), which is slightly more complicated than doing just a single assignment of the funds (as In the first method above). For this reason, we opted to use the first method in the preceding paragraph.

1 Note that we previously indicated to the NRC that the NOF LLCs would elect to be treated as corporations for federal and state income tax purposes, however, we are currently considering permanently or temporarily delaying the election. The decision as to the election will not affect the proposed transfers or legal structure described in the information and material previously provided to the NRC.

Question 2:

Please provide the Prohibited Transaction Exemption 95-96 for Mellon Bank, N.A.

Response

Prohibited Transaction Exemption 95-96 is attached.

Federal Register / Vol. 60, No. 133 / Wednesday, July 12, 1995 / Notices 35933

[Prohibited Transaction Exemption 95-66; Exemption Application No. D-09724, et al.]

Grant of Individual Exemptions; Mellon Bank, N.A., and Its Affiliated (Collectively, Mellon), et al.

AGENCY: Pension and Welfare Benefits Administration, Labor.

ACTION: Grant of Individual Exemptions.

SUMMARY

This document contains exemptions issued by the Department of Labor (the Department) from certain of the prohibited transaction restrictions of the Employee Retirement Income Security Act of 1974 (the Act) and/or the Internal Revenue Code of 1986 (the Code).

Notices were published in the Federal Register of the pendency before the Department of proposals to grant such exemptions. The notices set forth a summary of facts and representations contained In each application for exemption and referred interested persons to the respective applications for a complete statement of the facts and representations. The applications have been available for public inspection at the Department in Washington, DC. The notices also invited interested persons to submit comments on the requested exemptions to the Department. In addition the notices stated that any interested person might submit a written request that a public hearing be held (where appropriate). The applicants have represented that they have complied with the requirements of the notification to interested persons.

No public comments and no requests for a hearing, unless otherwise stated, were received by the Department.

The notices of proposed exemption were issued and the exemptions are being granted solely by the Department because, effective December 31, 1978, section 102 of Reorganization Plan No.

4 of 1978 (43 FR 47713, October 17, 1978) transferred the authority of the Secretary of the Treasury to issue exemptions of the type proposed to the Secretary of Labor.

Statutory Findings In accordance with section 408(a) of the Act and/or section 4975(c)(2) of the Code and the procedures set forth in 29 CFR Part 2570, Subpart B (55 FR 32836, 32847, August 10, 1990) and based upon the entire record, the Department makes the following findings:

(a) The exemptions are administratively feasible; (b) They are in the interests of the plans and their participants and beneficiaries: and (c) They are protective of the rights of the participants and beneficiaries of the plans.

Mellon Bank, N.A., and Its Affiliates (Collectively, Mellon) Located in Pittsburgh, Pennsylvania

[Prohibited Transaction Exemption 95-56; Application No. D-097241 Exemption Section I-Exemption for Cross-Trading Between Certain Accounts The restrictions of sections 406(a)(1)(A) and 406(b)(2) of the Act, and the sanctions resulting from the application of section 4975 of the Code, by reason of section 4975(c)(1)(A) of the Code. shall not apply to (1) the purchase and sale of securities (including the stock of Mellon Bank Corporation (MBC)) between Indexed Accounts, as defined in Section IV(a): and (2) the purchase and sale of securities, including the common stock of MBC, between Indexed Accounts and various large accounts (the Large Accounts) pursuant to portfolio restructuring programs of the Large Accounts; provided that the following conditions and the General Conditions of Section III are met:

(a) The Indexed Account is based on an index which represents the investment performance of a specific segment of the public market for equity or debt securities in the United States and/or foreign countries. The organization creating and maintaining the index must be (1) engaged in the business of providing financial information, evaluation, advice or securities brokerage services to institutional clients, (2) a publisher of financial news or information, or (3) a public stock exchange or association of securities dealers. The index must be created and maintained by an organization independent of Mellon and its affiliates. The index must be a generally accepted standardized index of securities which is not specifically tailored for the use of Mellon or its affiliates.

(b) The price for the securities is set at the current market value for the securities on the date of the transactions. For equity securities, the price shall be the closing price for the security on the day of trading; unless the security was added to or deleted from an index underlying an Indexed Account after the close of trading, in which case the price shall be the opening price for that security on the next business day after the announcement of the addition or deletion. For debt securities, the price shall be the fair market value determined as of the close of the day of trading pursuant to Rule 17a-7(b) issued by the Securities and Exchange Commission under the Investment Company Act of 1940.

(c) The transaction takes place within three business days of the "triggering event" giving rise to the cross-trade opportunity. A triggering event is defined as:

(1) A change in the composition or weighting of the index underlying an Indexed Account by the organization creating and maintaining the index:

(2) A change in the overall level of investment in an Indexed Account as a result of investments and withdrawals made on the Account's opening date, where the Indexed Account is a collective investment fund, or on any relevant date, where the Indexed Account is not a collective investment fund; provided, however, that Mellon does not change the level of investment in the Indexed Account through investments or withdrawals of assets of any employee benefit plan maintained by Mellon or its affiliates (the Mellon Plans) other than any Mellon Plan which is a defined contribution plan under which participants direct the investment of their accounts among various investment options, including Indexed Accounts; or (3) A declaration by Mellon (recorded on Mellon's records) that a "triggering event" has occurred, which will be made upon an accumulation of cash in an Indexed Account attributable to interest or dividends on, and/or tender offers for, portfolio securities equal to not more than.5 percent of the Indexed Account's total value.

(d) With respect to any Indexed Account that is model-driven, no cross-trades are engaged in by the Account for 10 business days subsequent to any change made by Mellon to the model underlying the Account.

(e) In the event that the amount of a particular security which all of the Indexed Accounts or Large Accounts propose to sell on a given day is less than the amount of such security which all of the Indexed Accounts or Large Accounts propose to buy, or vice versa, the direct cross-trade opportunity must be allocated by Mellon among potential buyers or sellers of the security on a pro rata basis.

(t) An Indexed Account does not participate in a cross-trade if more than 10 percent of the assets of the Indexed Account at the time of the proposed cross-trade are comprised of assets of Mellon Plans for which Mellon exercises investment discretion.

t 35934 Federal Register / Vol. 60, No. 133 / Wednesday, July 12, 1995 / Notices (g) Prior to any proposed cross-trading by an Indexed Account or a Large Account, Mellon provides to each employee benefit plan invested in the Account information which describes the existence of the cross-trading program, the "triggering events" which will create cross-trade opportunities, the pricing mechanism that will be utilized for securities purchased or sold by the Accounts, and the allocation methods and other procedures which will be implemented by Mellon for its cross-trading practices. Any employee benefit plan which subsequently invests in the Indexed Account or Large Account shall be provided the same information prior to or immediately after the plan's Initial investment in the Account.

(h) With respect to cross-trade transactions involving a Large Account:

(1) Total assets of the Large Account are in excess of $50 million.

(2) Fiduciaries or other appropriate decisionmakers of the Large Account who are independent of Mellon are, prior to any cross-trade transactions, fully informed of the cross-trade technique and provide advance written approval of the cross-trade transactions.

Such authorization shall be terminable at will by the Large Account upon receipt by Mellon of written notice of termination. A form expressly providing an election to terminate the authorization, with instructions on the use of the form, must be supplied to the authorizing Large Account fiduciary concurrent with the receipt of the written Information describing the cross-trading program. The instructions for such form must include the following information:

(i) The authorization is terminable at will by the Large Account, without penalty to the Large Account, upon receipt by Mellon of written notice from the authorizing Large Account fiduciary; and (ii) Failure to return the termination form will result in the continued authorization of Mellon to engage in cross-trade transactions on behalf of the Large Account.

(3) Within 45 days of the completion of the Large Account's portfolio restructuring program, the Large Account's fiduciaries shall be fully apprised in writing of the transaction results. However, if the program takes longer than three months to complete, interim reports of the transaction results will be made within 30 days of the end of each three month period.

(4) The Large Account transactions occur only in situations where Mellon has been authorized to restructure all or a portion of the Large Account's portfolio into an Indexed Account (including a separate account based on an index or computer model) or to act as a "trading adviser" in carrying out a Large Account-initiated liquidation or restructuring of Its portfolio.

(i) Mellon receives no additional direct or indirect compensation as a result of any cross-trade transactions.

0) Mellon does not purchase or sell any debt securities issued by Mellon or an affiliate for the Indexed Accounts.

Section I-Exemption for the Acquisition, Holding and Disposition of MBC Stock The restrictions of sections 406(a)(1)([)), 406(b)(1) and (b)(2) of the Act, and the sanctions resulting from the application of section 4975 of the Code by reason of section 4975(c)(1)(D) and (E) of the Code, shall not apply to the acquisition, holding or disposition of the common stock of MBC (the MBC Stock) by Indexed Accounts, If the following conditions and the General Conditions of Section III are met:

(a) The acquisition or disposition of the MBC stock is for the sole purpose of maintaining strict quantitative conformity with the relevant index upon which the Indexed Account is based.

(b) In the event that MBC Stock is added to an index on which an Indexed Account is based or is added to the portfolio of the Indexed Account which tracks an index that includes MBC Stock, all acquisitions necessary to bring the Indexed Account's holdings of MBC Stock to its capitalization weighting In the index, other than cross-trade transactions meeting the conditions of Section I. shall comply with Rule lOb-18 of the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934, including the limitations regarding the price paid for such stock.

(c) Subsequent to acquisitions necessary to bring the Indexed Account's holdings of MBC Stock to its capitalization weighting in the index pursuant to the restrictions of SEC Rule lOb-18, all aggregate daily purchases of MBC stock, other than cross-trade purchases meeting the conditions of Section I, shall not constitute more than the greater of: (1) 15 percent of the stock's average daily trading volume for the previous five days; or (2) 15 percent of the stock's trading volume on the date of the transaction.

(d) If the necessary number of shares of MBC stock cannot be acquired within 10 business days from the date of the event which causes the particular Indexed Account to require MBC stock, Mellon shall appoint a fiduciary which is Independent of Mellon and its affiliates to design acquisition procedures and monitor Mellon's compliance with such procedures.

(e) All purchases and sales of MBC stock, other than cross-trades meeting the conditions of Section I. shall be executed on the national exchange on which MBC stock is primarily traded.

() No transactions shall involve purchases from, or sales to, Mellon or any affiliate, officer, director or employee of Mellon or any party in interest with respect to a plan which has invested in an Indexed Account.' This requirement does not preclude purchases and sales of MBC stock in cross-trade transactions meeting the conditions of Section 1, provided that the Indexed Accounts are not maintained by Mellon primarily for the investment of assets of Mellon or any affiliate, including officers, directors or employees of Mellon other than in connection with a Mellon Plan.

(g) No more than five (5) percent of the total amount of MBC stock issued and outstanding at any time shall be held in the aggregate by the Indexed Accounts which hold plan assets.

(h) MBC stock shall constitute no more than two (2) percent of the value of any independent third-party index on which the investments of an Indexed Account are based.

(I) A plan fiduciary independent of Mellon authorizes the investment of such plan's assets in an Indexed Account which purchases and/or holds MBC stock.

() A fiduciary independent of Mellon and its affiliates shall direct the voting of the MBC stock held by an Indexed Account on any matter in which shareholders of MBC stock are required or permitted to vote.

Section Ill-General Conditions (a) Mellon maintains or causes to be maintained for a period of six years from the date of the transaction the records necessary to enable the persons described in paragraph (b) of this Section to determine whether the conditions of the exemption have been met, except that (1) a prohibited transaction will not be considered to have occurred if, due to circumstances beyond the control of Mellon, the records are lost or destroyed prior to the end of the six-year period, and (2) no party in interest other than Mellon shall be subject to the civil penalty that may be assessed under section 502(i) of the

' The Department notes that "blind transactions'.

in which the identity of the purchaser or seller is not known because the transaction is executed by an independent broker, acting as agent. on a national securities exchange, would not be subject to this requirement.

Federal Register / Vol. 60, No. 133 / Wednesday, July 12, 1995 / Notices 35935 Act or to the taxes imposed by section 4975(a) and (b) of the Code if the records are not maintained or are not available for examination as required by paragraph (b) below.

(b)(l) Except as provided in paragraph (b)(2) and notwithstanding any provisions of section 504(a) (2) and (b) of the Act, the records referred to in paragraph (a) of this Section are available at their customary location for examination during normal business hours by-(A) Any duly authorized employee or representative of the Department of Labor or the Internal Revenue Service, (B) Any fiduciary of a plan participating in an Indexed Account who has authority to acquire or dispose of the interests of the plan, or any duly authorized employee or representative of such fiduciary, (C) Any contributing employer with respect to any plan participating in an Indexed Account or any duly authorized employee or representative of such employer. and (D) Any participant or beneficiary of any plan participating in an Indexed Account, or any duly authorized employee or representative of such participant or beneficiary.

(2) None of the persons described in paragraph (b)(l)(B) through (D) shall be authorized to examine trade secrets of Mellon, any of its affiliates, or commercial or financial information which is privileged or confidential.

Section IV-Deflnitlons (a) Indexed Account-Any Index Fund or Model-Driven Fund.

(b) Index Fund-Any investment fund, account or portfolio sponsored, maintained, trusteed, or managed by Mellon or an affiliate in which one or more investors invest that is designed to replicate the capitalization-weighted composition of an independently maintained securities index which satisfies the conditions of Section I(a) and Section Il(h).

(c) Model-Driven Fund-Any investment fund, account or portfolio sponsored, maintained, trusteed, or managed by Mellon or an affiliate, in which one or more investors invest which is based on computer models using prescribed objective criteria to transform an independently maintained securities index which satisfies the conditions of Section l(a) and Section 11(h).

(d) Opening date-The date on which investments in or withdrawals from an Indexed Account that is a collective investment fund may be made.

(e) Large Account-An account of an investor that is either: (1) an employee benefit plan within the meaning of section 3(3) of the Act that has $50 million or more in total assets; or (2) an institutional investor, other than an investment company registered under the Investment Company Act of 1940 (i.e. a mutual fund) advised or sponsored by Mellon, such as an insurance company separate account or general account, a governmental plan, a university endowment fund, a charitable foundation fund, or a trust or other fund which is exempt from taxation under section 501(a) of the Code, that has total assets in excess of

$50 million. As noted in Section I(g)(4),

a "Large Account" shall only be an account to which Mellon has been authorized to restructure all or a portion of the portfolio for such account into an Indexed Account or to which Mellon has been authorized to act as a "trading adviser" (as defined below) In connection with a specific liquidation or restructuring program for the account.

(O) Trading adviser-A person whose role is limited to arranging a Large Account-initiated liquidation or restructuring of an equity or debt portfolio within a stated period of time so as to minimize transaction costs. The person must not be a fiduciary with investment discretion for any underlying asset allocation, restructuring or liquidation decisions for the account in connection with such transactions.

(g) Affiliate-Any person, directly or indirectly through one or more intermediaries, controlling, controlled by, or is under common control with Mellon (except Mellon/McMahon Real Estate Advisors, Inc.).

For a more complete statement of the facts and representations supporting the Department's decision to grant this exemption, refer to the notice of proposed exemption published on April 7, 1995, at 60 FR 17814.

WRITTEN COMMENTS AND MODIFICATIONS:

The applicant submitted the following comments and requests for modifications regarding the notice of proposed exemption (the Proposal).

With respect to the heading used in the Proposal, the applicant states that the term "Mellon" refers specifically to Mellon Bank. N.A., but not to its affiliates. The applicant notes that in various places throughout the Proposal, the relevant provisions refer to "Mellon and its affiliates". However, in numerous other provisions of the Proposal the reference is simply to Mellon which, as designated in the heading, is too narrow since the affiliates should also be covered. The applicant requests that the reference to "Mellon" in the heading be changed to include both Mellon Bank, N.A. and its affiliates. The Department concurs with the applicant's requested clarification and has so modified the heading of the Proposal.

With respect to the definition of a "triggering event" in Section l(c) of the Proposal, the applicant states that subparagraph (2) limits investments and withdrawals from an Indexed Account to those occurring on a "regularly scheduled opening date" for the Indexed Account. The applicant represents that the concept of "an opening date", as defined in Section IV(d) of the Proposal, is not applicable to Indexed Accounts that are not collective investment funds, such as separate accounts for both employee benefit plans and other institutional clients. Since separate accounts would be encompassed within the definition of an Indexed Account under Section IV(a) of the Proposal, the applicant requests that an appropriate clarification be made. In addition, with respect to the concept of a "regularly scheduled" opening date, the applicant represents that the trend for collective investment funds is toward more frequent, and in many cases daily, opening dates. Thus, the applicant requests that the words "regularly scheduled" be deleted from Section I(c)(2) of the Proposal.

The Department concurs with the applicant's requested clarifications and has modified the language of Sections I(c) (2) and IV(d) of the Proposal. In this regard,Section I(c)(2) has been modified as follows:

*

A change in the overall level of investment in an Indexed Account as a result of investments and withdrawals made on the Account's [regularly scheduled] opening date, where the Indexed Account Is a collective investment fund, or on any relevant date. where the Indexed Account Is not a collective investment fund t

(emphasis added)

In addition,Section IV(d) has been modified as follows:

*

Opening date-The [regularly-scheduled] date on which investments in or withdrawals from an Indexed Account that Is a collective Investment fund may be made.

(emphasis added)

With respect to the proviso in Section I(c)(2) of the Proposal relating to any Mellon Plans for which Mellon has investment discretion, the applicant states that its understanding of the intent of this proviso is to exclude from the definition of a "triggering event" those investments into or withdrawals from an Indexed Account which result from Mellon's exercise of its discretion

I,,

35936 Federal Register / Vol. 60, No. 133 / Wednesday, July 12, 1995 / Notices for a Mellon Plan. However, the applicant states that this proviso was not intended to cover changes in the level of investment in an Indexed Account which result from investment elections made by individual participants in a Mellon Plan (i.e. a defined contribution plan) that permits such participants to direct the investment of their accounts among various available investment options, including Indexed Accounts. Thus, the applicant maintains that the language of the proviso is too broad in that it would apply~o any Mellon Plan as to which Mellon exercises any investment discretion, including discretion for the management of assets which have been allocated to an Indexed Account, even though participants have directed the investment of their assets to such Indexed Accounts. Therefore, the applicant suggests that this proviso be clarified by deleting the phrase "* *

for which Mellon has investment discretion" and substituting therefor the following:

*

other than any Mellon Plan which is a defined contribution plan under which participants direct the investment of their accounts among various investment options.

including Indexed Accounts.

The Department concurs with the applicant's requested clarification and has so modified the language of Section I(c) (2) of the Proposal.

With respect to Section 11(0 of the Proposal. the applicant states that the first sentence sets forth a requirement that transactions by an Indexed Account involving MBC Stock not be with any affiliate, officer, director or employee of Mellon or any party in interest for any plan which has invested in the Indexed Account. The applicant requests that it be made clear that this limitation does not apply to any transaction on an exchange executed by an independent broker acting as agent, given that such transactions would be considered to be "blind transactions" for this purpose.

In this regard, the Department concurs with the applicant's requested clarification and has added a footnote at the end of the first sentence of Section II(f) stating that "blind transactions" executed on a national securities exchange by an independent broker will not be subject to the requirements of Section II(0.

Finally, with respect to the definition of "Large Account" in Section IV(e) of the Proposal, the applicant states that the definition excludes any investment company registered under the Investment Company Act of 1940 (i.e.

any mutual fund). The applicant represents that Mellon had previously agreed to exclude only affiliated mutual funds (i.e. mutual funds advised or sponsored by Mellon or an affiliate) from the definition of "Large Account".

The Department acknowledges this error in the Proposal and concurs with the applicant's clarification. Thus, the Department has modified the language of Section IV(e)(2) of the Proposal by inserting the phrase " *

advised or sponsored by Mellon" following the reference to mutual funds in the definition of "Large Account".

No other comments, and no requests for a hearing, were received by the Department during the comment period.

Accordingly, based on the current exemption application file and record, the Department has determined to grant the proposed exemption as modified herein.

FOR FURTHER INFORMATION CONTACT:

Mr. E.F. Williams of the Department, telephone (202) 219-8194. (This is not a toll-free number.)

TJ. Lambrecht Construction, Inc.;

Employees' Profit Sharing Plan and Trust; Brown & Lambrecht Earthmovers, Inc.; Employees' Profit Sharing Plan and Trust (collectively, the Plans) Located in Joliet, Illinois

[Prohibited Transaction Exemption 95-57:

Application Nos. D-09872 and D-098731 Exemption The restrictions of sections 406(a),

406(b)(1) and (b)(2) of the Act and the sanctions resulting from the application of section 4975 of the Code, by reason of section 4975(c)(1) (A) through (E) of the Code shall not apply to the cash sale (the Sale) by each of the Plans of a 12.5% partnership interest in Prime Industries (the Partnership Interest) to Mr. Thomas J. Lambrecht, a party in interest with respect to the Plans; provided the following conditions are satisfied: (1) The Sale is a one-time transaction for cash; (2) the sale price for each Partnership Interest will be the higher of (a) the fair market value of the Partnership Interest as determined by a qualified independent appraiser at the time of the Sale or, (b) each Plan's total investment in the Partnership Interest

($300,000); and (3) the Plans do not suffer any loss nor incur any expenses in connection with the transaction.

For a more complete statement of the facts and representations supporting the Department's decision to grant this exemption, refer to the notice of proposed exemption published on May 10, 1995 at 60 FR 24899.

FOR FURTHER INFORMATION CONTACT:

Virginia J. Miller of the Department, telephone (202) 219-8971. ('his is not a toll-free number.)

Guarantee Mutual Life Company (Guarantee Mutual) Located in Omaha, NE

[Prohibited Transaction Exemption 95-58; Exemption Application No. D-099411 Exemption Section 1. Covered Transaction The restrictions of section 406(a) of the Act and the sanctions resulting from the application of section 4975 of the Code, by reason of section 4975(c)(1) (A) through (D) of the Code, shall not apply to the proposed receipt of common stock of The Guarantee Life Companies Inc., or the receipt of cash or policy credits by an eligible policyholder (the Eligible Policyholder) of Guarantee Mutual which is an employee benefit plan (the Plan), other than an Eligible Policyholder which is a plan sponsored by Guarantee Mutual for its own employees, in exchange for the termination of such Eligible Plan Policyholder's membership interest in Guarantee Mutual, in accordance with the terms of a plan of demutualization (the Plan of Conversion or the Conversion Plan) adopted by Guarantee Mutual and implemented pursuant to the Nebraska Insurers Demutualization Act, Nebraska Revised Statutes, Sections 44-6101 through 44-6120.

The exemption is subject to the general conditions set forth below in Section H.

Section H. General Conditions (a) The Conversion Plan is implemented in accordance with procedural and substantive safeguards that are imposed under Nebraska law and is subject to the review and supervision by the Director of the Department of Insurance of the State of Nebraska (the Director).

(b) The Director reviews the terms of the options that are provided to Eligible Policyholders of Guarantee Mutual, as part of such Director's review of the Conversion Plan, and the Director only approves the Conversion Plan following a determination that such Conversion Plan is fair and equitable to all Eligible Policyholders.

(c) Each Eligible Policyholder has an opportunity to comment on the Conversion Plan and decide whether to vote to approve such Conversion Plan after full written disclosure is given such Eligible Policyholder by Guarantee Mutual, of the terms of the Conversion Plan.

(d) Any election by an Eligible Plan Policyholder to receive stock, cash or policy credits, pursuant to the terms of the Conversion Plan is made by one or more independent fiduciaries of such

Attachment C Draft Amended and Restated Master Trust Agreements with MELLON BANK, N.A.

1. Revised Draft Master Terms for Trust Agreements (With Recent Comments Incorporated)

2. Revised Draft Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement

3. Revised Draft Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement

1. Revised Draft Master Terms for Trust Agreements (With Recent Comments Incorporated) (Mellon Bank, N. A.)

This redlined draft, generated by CompareRite (TM) - The Instant Redliner, shows the differences between -

original document : C:\\WINDOWS\\TEMP\\WDC99_767969_3 and revised document: C:\\WlNDOWS\\TEMP\\WDC99_767969_4 CompareRite found 3 change(s) in the text CompareRite found 6 change(s) in the notes Deletions appear as Overstrike text Additions appear as Bold-Underline text WDC99 786500-1.009900.0011I

MASTER TERMS FOR TRUST AGREEMENTS Between EXELON GENERATION CONSOLIDATION COMPANY, LLC EXELON BRAIDWOOD 1 NQ, LLC EXELON BRAIDWOOD 2 NQ, LLC EXELON BYRON 1 NQ, LLC EXELON BYRON 2 NQ, LLC EXELON DRESDEN I NQ, LLC EXELON DRESDEN 2 NQ, LLC EXELON DRESDEN 3 NQ, LLC EXELON LASALLE 1 NQ, LLC EXELON LASALLE 2 NQ, LLC EXELON QUAD CITIES 1 NQ, LLC EXELON QUAD CITIES 2 NQ, LLC EXELON ZION 1 NQ, LLC EXELON ZION 2 NQ, LLC and THE NORTHERN TRUST COMPANY ii WDC99 786500- 1.009900.0011

TABLE OF CONTENTS Page ARTICLE 1:

1.1 1.2 1.3 ARTICLE 2:

2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 ARTICLE 3:

3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 DEFINITIONS, NAME, AUTHORIZED ACTORS AND PURPOSE...................

............ 2 Definitions..............................................................................................................2 Names of Trusts.................................................

3 Purpose of Trust Agreements.................................................

4 ESTABLISHMENT OF SEPARATE TRUSTS AND DISPOSITIVE PROVISIONS.......................................................................................................................4

[DELETED]................................................

4 Payment of Nuclear Decommissioning Costs.................................................

4 Additions to Trusts.................................................

5 Subsequent Adjustments.................................................

5 Remittance and Payment of Taxes.................................................

6

[DELETED]................................................

6 Time of Termination.................................................

7 Distribution of Trust Upon Termination.................................................

7 Alterations and Amendments.................................................

7 No Authority to Conduct Business................................................ 8 GENERAL PROVISIONS RELATING TO THE TRUSTEE............................................

8 Designation and Qualification of Successor Trustees...........................................

8 Compensation and Reimbursement...............

................................. 8 Transactions With Third Parties................................................. 8 Financial Statements.......

9..........................

Tax Returns, Tax Information Returns and Other Reports.................................... 9 Nominees; Depositories.................................................

9 Future Orders................................................

10 Appointment of Investment Manager................................................

10 Use of Subordinated Trusts................................................

11 Certain Duties and Responsibilities of the Trustee.............................................. 11 Certain Rights of Trustee................................................

12 i

WDC99 786500-1.009900.0011

TABLE OF CONTENTS Page ARTICLE 4: TRUSTEE'S POWERS 12 4.1 Payment of or Provision for Expenses of Administration.12 4.2 Investment of Trust Fund: Prudent Investor Standard.13 4.3 Prohibited Investments.15 4.4 Management of Trusts.15 4.5 Extension of Obligations and Negotiation of Claims.16 4.6 Registration of Securities.16 4.7 Foreign Custodians.16 4.8 Securities Lending.16 4.9 Retention and Removal of Professional Service Providers.17 4.10 Delegation of Ministerial Powers.17 4.11 Discretion in Exercise of Powers.17 ARTICLE 5 17 WDC99 786500-1.009900.0011

MASTER TERMS FOR TRUST AGREEMENTS The following Master Terms for Trust Agreements (the "Master Terms") shall apply for purposes of the Amended and Restated Tax-Qualified Nuclear Decommissioning Master Trust Agreement by and between Commonwealth Edison Company (for the limited purposes of confirming the assignment reflected in Section 3.11 of the Tax-Qualified Agreement hereof and its rights as stated in Section 1.04 of said Agreement and Sections 2.8 and 2.9 hereof), Exelon Generation Company, LLC ("ExGen"), Exelon Generation Consolidation Company, LLC

("Consolidation") and the Northern Trust Company as Trustee (the "Trustee"), and for purposes of the Amended and Restated Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement by and between Commonwealth Edison Company (for the limited purposes of confirming the assignment reflected in Section 3.11 of the Non-Tax Qualified Agreement and its rights as stated in Section 1.04 of said Agreement and Sections 2.8 and 2.9 hereof), ExGen, the limited liability companies identified on Schedule A of such agreement (the "NQF Companies")

and the Trustee.

Any terms capitalized but not defined herein shall have the same meaning as assigned to such terms in the Trust Agreements.

ARTICLE 1: DEFINITIONS, NAME, AUTHORIZED ACTORS AND PURPOSE 1.1 Definitions. For purposes of the Master Terms, the following terms shall have the following meanings:

"Agreements," and "Trust Agreements" shall mean and include the Amended and Restated Tax-Qualified Nuclear Decommissioning Master Trust Agreement and the Amended and Restated Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement as they may from time to time be amended, modified, or supplemented.

"Applicable Regulatory Requirements" shall mean laws, rules, regulations, orders and license requirements applicable to the retention, investment and utilization of funds for the costs of the decommissioning of any Plant, including, without limitation, rules, regulations and orders issued by the NRC and any requirements set forth in the NRC-issued license to operate that Plant and any amendments thereto.

"Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, and the regulations promulgated thereunder. "Section 468A" shall mean that section of the Code, as it may be amended from time to time, and any successor provision thereto, and the regulations promulgated thereunder. "Section 4951" shall mean that section of the Code, as it may be amended from time to time, and any successor provision thereto, and the regulations promulgated thereunder.

"ComEd" shall mean Commonwealth Edison Company, an Illinois corporation, and its successors and assigns. Such term shall include, for purposes of Sections 2.8 hereof and Section 3.07 of the Trust Agreements (and Section 2.9 hereof, to the extent that Section addresses I-WA/1758821.7

amendments of Sections 2.8 hereof or Section 3.07 of the Trust Agreements), the entity that is then responsible for effecting any refunds to ratepayers as contemplated by the Order, dated December 20, 2000, and Amendatory Order dated February 21, 2001, entered by the Illinois Commerce Commission in Docket No. 00-0361, as such Orders may be amended, modified, replaced or superceded by any subsequent Illinois Commerce Commission or judicial order or any legislative enactment or provision.

"Consolidation" shall mean the Exelon Generation Consolidation Company, LLC.

"Disbursement Certificate" shall mean a document properly completed and executed by Consolidation or any of the NQF Companies substantially in the form of Exhibit A hereto.

"Excess Contribution" shall have the meaning set forth in Section 2.4 hereof.

"Final Tax Liabilities" shall mean any and all tax liabilities of a Tax-Qualified Trust determined to be owing but not paid out of the assets of a seller's or transferor's trust prior to the transfer of the assets of a seller's or transferor's trust to the Trust.

"Final Tax Refunds" shall mean any and all tax refunds of a Tax-Qualified Trust determined to be receivable but not collected by a seller's or transferor's trust prior to the transfer of the assets of a seller's or transferor's trust to the Trust.

"Future Orders" shall mean any orders of applicable regulatory bodies, including the NRC, and any Federal or state laws adopted, in connection with the retention, investment and utilization of funds for the costs of the decommissioning of any Plant.

"Master Terms" shall mean this Master Terms for Trust Agreements.

"Non-Tax Qualified Trust" shall mean each, and "Non-Tax Qualified Trusts" shall mean all, of the separate funds established for nuclear decommissioning, which are not tax qualified under Section 468A.

"NQF Company" shall mean any, and "NQF Companies" shall mean all of the the limited liability companies identified on Schedule A of the Amended and Restated Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement.

"Plant" shall mean each, and "Plants" shall mean all, of the nuclear power plants listed on the separate Schedules attached to the Trust Agreements, as such Schedules may be supplemented from time to time by Consolidation and the NQF Companies by written notice to the Trustee. Each unit of a multi-unit nuclear power plant site shall be considered as a separate Plant for the purposes of this Agreement.

"Qualified Costs" shall mean the costs incurred in the decommissioning of a Plant (including, in the case of a multi-unit nuclear power plant site, any related common facilities), to the extent that such costs may be paid out of a Trust without contravening Applicable Regulatory Requirements. For a Tax-Qualified Trust, the applicable regulations will include the provisions of Section 468A.

2 WDC99 786500-1.009900.O11 I

"Service" shall mean the Internal Revenue Service.

"Substantial Completion of Decommissioning" shall mean the date at which the maximum acceptable radioactivity levels mandated by the NRC with respect to the decommissioned nuclear power plant are satisfied and the NRC license is terminated.

"Tax-Qualified Trust" shall mean each, and "Tax-Qualified Trusts" shall mean all, of the separate funds established for nuclear decommissioning under Section 468A.

"Trust" shall mean each, and "Trusts" shall mean all, of the funds created under the Trust Agreements, as such Agreements may be supplemented from time to time by Consolidation and the NQF Companies by written notice to the Trustee.

"Withdrawal Certificate" shall mean a document properly completed and executed by Consolidation or any of the NQF Companies substantially in the form of Exhibit B hereto.

1.2 Names of Trusts. Each Non-Tax Qualified Trust created under the Amended and Restated Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement shall be known as the "[Name of Plant] Non-Tax Qualified Trust." Non-Tax Qualified Trusts, collectively, shall be known as the "Non-Tax Qualified Trust Funds."

Each Tax-Qualified Trust created under the Amended and Restated Tax-Qualified Nuclear Decommissioning Master Trust Agreement shall be known as the "[Name of Plant] Tax-Qualified Trust", collectively, shall be known as the "Tax-Qualified Trust Funds."

1.3 Purpose of Trust Agreement. The purpose of this Trust Agreement is to provide funds for the contemplated decommissioning of the Plants listed on the separate Schedules attached hereto, and to comply with Applicable Regulatory Requirements. Tax-Qualified Trusts shall constitute "nuclear decommissioning reserve funds" within the meaning of Section 468A, and the assets of the Tax-Qualified Trusts must be used as authorized by Section 468A.

ARTICLE 2:

ESTABLISHMENT OF SEPARATE TRUSTS AND DISPOSITIVE PROVISIONS The Trustee shall manage, invest, reinvest and, after payment of the expenses described in Section 4.1 hereof, distribute each Trust as follows:

2.1

[This Section Intentionally Deleted]

2.2 Payment of Nuclear Decommissioning Costs.

(a)

Subject to the restrictions contained in Section 2.2(d), the Trustee shall make payments of Qualified Costs in accordance with the following procedures:

(i)

Disbursements to Third Parties. The Trustee shall make payments of Qualified Costs to any person (other than Consolidation or the NQF Companies) for goods provided or labor or other services rendered to 3

WDC99 786500-1.009900.0011

Consolidation or a NQF Company in connection with the decommissioning of a Plant as described in a Disbursement Certificate.

(ii)

Reimbursement. The Trustee shall make payments to Consolidation or the appropriate NQF Company or Companies in reimbursement of Qualified Costs actually incurred and paid to any other person as described in a Withdrawal Certificate.

(b)

The Trustee shall be under no duty to inquire into the correctness or accuracy of matters contained in a Disbursement Certificate or Withdrawal Certificate unless representatives of the Trustee then approving any withdrawal or disbursement based on such certificate have actual knowledge of the falsity of any statements made therein.

(c)

ExGen (as to both the Tax-Qualified Trusts and the Non-Tax Qualified Trusts), Consolidation (as to the Tax-Qualified Trusts) and the NQF Companies (as to the Non-Tax Qualified Trusts) hereby agree to indemnify the Trustee and hold it harmless from any tax imposed pursuant to Section 4951 with respect to a disbursement or reimbursement made by the Trustee pursuant to this Section 2.2 in reliance on a Disbursement Certificate or a Withdrawal Certificate, provided representatives of the Trustee then approving such disbursement or reimbursement do not have actual knowledge of the falsity of any statements made in the related Disbursement Certificate or Withdrawal Certificate that would have prevented the imposition of such tax.

(d)

Except for administrative costs and taxes as provided in Sections 2.5 and 4.1 hereof, no disbursements or payments for decommisioning costs from the Trusts shall be made by the Trustee:

(i) unless the Trustee has first provided thirty days' prior written notice of such disbursement or payment to the NRC Director, Office of Nuclear Reactor Regulation; (ii) if, within thirty days of providing the notice referred to in clause (i) of this Section 2.2(d), the Trustee receives written notice of an objection from the NRC Director, Office of Nuclear Reactor Regulation or if the Trustee receives such notice at any later time that is nevertheless sufficiently timely so as to allow the Trustee to prevent the disbursement.

(iii) where the purpose of such proposed disbursement or payment either in whole or in part is for activities not within the NRC definition of decommissioning, that portion of the disbursement or payment shall be separately identified by Consolidation and/or the NQF Company and accounted for in such notice.

2.3 Additions to Trusts. From time to time prior to the termination of each Trust held hereunder, Consolidation and the NQF Companies may make, and the Trustee shall accept, 4

WDC99 786500-1.00990.001 1

additional contributions of funds to any separate Trust held hereunder to satisfy the purpose of the Trust Agreements as set forth in Section 1.4 of these Master Terms. The making of a contribution by Consolidation or the NQF Companies shall constitute the certification of Consolidation or the NQF Companies, as the case may be, that all necessary consents and approvals to such contribution have been obtained, and that in the case of Tax-Qualified Trusts, the contribution meets the requirements of Section 468A.

2.4 Subsequent Adjustments.

(a)

For a Tax-Qualified Trust: The Trustee and Consolidation understand that the contributions (excluding any Final Tax Refunds) made by Consolidation and allocated to a Trust from time to time may subsequently be determined to exceed the amounts determined pursuant to Section 468A and paragraph (c)(2)(ii) of Treasury Regulation § 1.468A-5 thereunder (any such excess being hereinafter referred to as an "Excess Contribution"). Upon the written certification of Consolidation, setting forth the amount of the Excess Contribution, and upon receipt of the opinion of legal counsel described below, the Trustee shall distribute such amount to the Trustee of the appropriate Non-Tax Qualified Trust, or, if so requested in such written certification, transfer all or a portion of such amount to one or more other separate Trusts held under the Trust Agreements. Any income attributable to any such Excess Contribution shall be allocated to the Trust to which such Excess Contribution relates.

(b)

For a Non-Tax Qualified Trust: The Trustee and the NQF Companies understand that all or a portion of the contributions made by the NQF Companies and allocated to a Trust from time to time may subsequently be determined to be amounts that may be contributed to the Tax-Qualified Trust pursuant to Section 468A (any such excess also being hereinafter referred to as an "Excess Contribution"). Upon the written certification of Consolidation and the appropriate NQF Company, setting forth the amount of the Excess Contribution, and upon receipt of the opinion of legal counsel described below, the Trustee shall transfer such amount to the Trustee of the Tax-Qualified Trust, provided, however, that such transfer shall be made prior to the expiration of 2-1/2 months after the close of the taxable year for which the contribution was made. Income attributable to any such Excess Contribution shall not be transferred.

(c)

Distributions and transfers of any Excess Contribution shall not be made unless Consolidation and the appropriate NQF Company furnish the Trustee with an opinion of legal counsel to the effect that such distribution or transfer will not result in disqualification of the Trust under Section 468A or constitute a violation of Applicable Regulatory Requirements, and that all necessary consents and approvals to such distribution or transfer have been obtained.

2.5 Remittance and Payment of Taxes (a)

Payment of Taxes Owed on Tax-Qualified Trusts. The Trustee shall pay out of each separate Trust any Federal and, if applicable, state and local taxes on the 5

WDC99 786500-1.009900.0011

income of such Trust, including any Final Tax Liability, as and when due in accordance with the returns prepared pursuant to Section 3.5 hereof.

(b)

Remittance of Taxes for Non-Tax Qualified Trusts. The Trustee shall remit to each of the NQF Companies, annually within 15 business days after a NQF Company requests therefor the amount from each Trust which said NQF Company certifies as the amount by which said NQF Company's Federal and, if applicable, state income taxes for the preceding fiscal year were increased by the net income of such Trust. The Trustee shall be under no duty to inquire into the correctness or accuracy of any such certificate.

(c)

Unrelated Business Taxable Income. To the extent that assets of any Trust(s) are segregated in an investment management account pursuant to Section 3.8(a) hereof, the Investment Manager shall have the sole responsibility to make any determination as to whether any investment of such assets results in unrelated business taxable income and shall prepare any applicable tax returns, tax information returns and/or other reports pursuant to Section 3.5. The Trustee shall act at the direction of the Investment Manager consistent with the provisions of Section 2.5(a), 2.5(b) and 3.5 hereof.

2.6

[Intentionally Deleted]

2.7 Time of Termination. Each Trust under the Trust Agreements shall terminate in whole, to the extent provided in this Section 2.7, upon the earlier to occur of the following events:

(a)

The Substantial Completion of Decommissioning of the Plant (including, in the case of a multi-unit nuclear power plant site, any related common facilities) for which such Trust was created and named, as evidenced to the Trustee by the written certification of Consolidation or the appropriate NQF Company.

(b)

The distribution of all of the assets from the Trust.

The Trust Fund shall terminate when all of the separate Trusts have terminated.

2.8 Distribution of Trust Upon Termination. Upon the later of termination of the Tax-Qualified Trust or the Non-Tax Qualified Trust for the Plant, the Trustee shall distribute the entire remaining amount of the Trust for the Plant, including all accrued, accumulated, and undistributed net income, to ComEd. The interest of ComEd in any Trust is not subject to the claims of creditors of ComEd.

2.9 Alterations and Amendments. The Trustee and Consolidation and the NQF Companies understand and agree that amendments may be required to the Trust Agreements and/or these Master Terms from time to time to effectuate the purpose of the Trust Agreements and to comply with amendments to or changes in Applicable Regulatory Requirements, changes in tax laws (including Section 468A), regulations or rulings (whether published or private) of the Service (whether or not directly relating to Section 468A), and any other changes in the laws 6

WDC99 786500-1.009900.001 1

applicable to Consolidation and the NQF Companies, the Plants or the Trusts created in the Trust Agreements. Consolidation and the NQF Companies and the Trustee may amend the Trust Agreements and/or these Master Terms to the extent necessary or desirable to effectuate such purpose or to comply with such changes; provided, however, that neither the Trust Agreement nor these Master Terms may be amended so as to violate Section 468A; providedfurther that Sections 2.8, and Section 2.9 of the Master Terms and Sections 1.04, 3.07 and 3.11 of the Trust Agreements may not be amended without the approval of ComEd; and providedffurther that neither the Trust Agreements and nor these Master Terms may be modified in any material respect without first providing thirty days' prior written notice to the NRC Director, Office of Nuclear Reactor Regulation and to ComEd, and absent notice of objection from the NRC Director, Office of Nuclear Reactor Regulation, prior to the effective date of any such amendment. Consolidation and the NQF Companies shall furnish the Trustee with an opinion of legal counsel that any such amendment does not violate Applicable Regulatory Requirements, and would not result in the disqualification of the Tax-Qualified Trusts as "nuclear decommissioning reserve funds" under Section 468A, and that all necessary approvals to such amendment have been obtained. Notwithstanding the foregoing, the Trustee may decline to adopt such amendment, if such amendment materially increases the expenses or responsibilities of the Trustee and no adequate provision has been made to compensate the Trustee for such increase, or if the Trustee would be unable with reasonable effort to comply with its duties as to be amended.

2.10 No Authority to Conduct Business. The purpose of the Trust Agreements is limited to the matters set forth in Section 1.4 above. Neither the Trust Agreement nor these Master Terms shall be construed to confer upon the Trustee any authority to conduct business.

ARTICLE 3:

GENERAL PROVISIONS RELATING TO THE TRUSTEE The appointment of any successor Trustee, provisions governing resignation and compensation of the Trustee, and the general rules governing the relationships of the Trustee and Consolidation and the NQF Companies and any third parties are as follows:

3.1 Designation and Qualification of Successor Trustees. At any time during the term of the Trust Agreements, Consolidation and the appropriate NQF Company or Companies shall have the right, with respect to their respective Trust(s),to remove the Trustee acting under the Trust Agreements and appoint another qualified entity as a successor trustee upon 30 days' notice in writing to the Trustee, or upon such shorter notice as may be acceptable to the Trustee.

Any Trustee shall have the right to resign at any time upon 30 days' notice in writing to Consolidation and/or the appropriate NQF Company or Companies for the affected Trust(s) and upon such resignation Consolidation and/or the appropriate NQF Company or Companies shall appoint another qualified entity as a successor Trustee for their respective Trust(s).

Any successor Trustee shall qualify by a duly acknowledged acceptance of the Trust Agreements, the Trusts created thereunder and these Master Terms, delivered to Consolidation and/or the appropriate NQF Company or Companies. Upon acceptance of such appointment by the successor Trustee, the Trustee shall transfer to such successor Trustee the Trust Fund. Any 7

WDC99 786500-1.00990.00 I1

successor Trustee shall have all the rights, powers, duties and obligations herein granted to the original Trustee.

If for any reason Consolidation or the appropriate NQF Company or Companies are unable to or do not appoint a successor Trustee within 90 days after the resignation or removal of the Trustee for their respective Trust(s) as provided above, Consolidation, the appropriate NQF Company or Companies, or the Trustee may apply to a court of competent jurisdiction for the appointment of a successor Trustee.

3.2 Compensation and Reimbursement. The Trustee shall be entitled to compensation from each Trust held under the Trust Agreements at such rates as may be approved in writing from time to time by Consolidation or the NQF Companies as the case may be. Subject to the approval of Consolidation and the NQF Companies (which shall not be unreasonably withheld or delayed), the Trustee shall be entitled to be reimbursed from each Trust held hereunder for out-of-pocket expenses, including, but not limited to, expenses of agents, auditors and counsel, incurred in connection with the administration of such Trust.

3.3 Transactions With Third Parties. No person or organization dealing with the Trustee shall be required to inquire into or to investigate its authority for entering into any transaction or to see to the application of the proceeds of any such transaction.

3.4 Financial Statements. The Trustee shall furnish monthly financial statements (audited by the Trustee's internal audit staff) for each Trust to Consolidation and the appropriate NQF Company or Companies not later than the 15th business day of the following month. The financial statements shall show the financial condition of the Trust, including, without limitation, the market value of the assets, and the income and expenses of each Trust for the period since the preceding statement. Any such financial statement may be approved by Consolidation and the appropriate NQF Company or Companies with respect to their respective Trust(s) by written notice to the Trustee or by failure to object to such financial statement within six months of the date upon which such financial statement was delivered to Consolidation and the appropriate NQF Company or Companies. The approval of any such financial statement shall constitute a full and complete discharge of the Trustee as to all matters set forth in such financial statement; provided, however, that the foregoing shall not relieve or absolve the Trustee from any liability associated with a failure to perform its fiduciary responsibilities. Effective January 1, 2000, the financial statements shall be audited upon direction of Consolidation or the appropriate NQF Company or Companies with respect to their respective Trust(s) by independent certified public accountants employed by the Trustee, subject to the limitations contained in Section 4.9 hereof.

3.5 Tax Returns, Tax Information Returns and Other Reports. The Trustee shall prepare or cause to be prepared such income or other tax returns for the Tax-Qualified Trusts, and tax information returns and such reports as may be required from time to time for the Non-Tax Qualified Trusts, and shall provide copies thereof to Consolidation or the appropriate NQF Company or Companies in advance of their filing for review. The Trustee shall provide to Consolidation or the appropriate NQF Company or Companies, as the case may be, all statements, documents, lists, or other information reasonably requested by Consolidation or the appropriate NQF Company or Companies. The Trustee shall also sign all such income or other 8

WDC99 786500-1.009900.0011

tax returns and information returns, and the Trustee shall file them or cause them to be filed with the appropriate government agencies. The Trustee shall cooperate with all requests made by regulatory agencies and shall provide copies to Consolidation and/or the appropriate NQF Company or Companies in advance of all information submitted to regulatory agencies. At the request of Consolidation or the appropriate NQF Company or Companies, the Trustee shall testify with respect to the Trusts and the Trust Fund in proceedings before the NRC and other regulatory agencies.

3.6 Nominees; Depositories. If the Trustee employs an agent or depository, specifically for purposes of providing services related to any Trust held hereunder (other than a securities broker), the Trustee shall disclose to such agent or depository that it is employed on behalf of such Trust. Subject to Section 3.10(b) hereof, the Trustee shall be liable for acts or omissions of the Trustee (and those of its officers and employees) occasioned by the willful misconduct or negligence of such Trustee (and that of its officers and employees). The Trustee shall further be liable for the acts of its nominee, or of any agent or depository or any nominee of any agent or depository with which any security of any Trust is deposited by the Trustee, as the case may be, with respect to any security registered in the name of the Trustee's nominee or in the name of the nominee of any such agent or depository, or with respect to any security of such Trust deposited with any agent or depository, and shall be liable for its acts and the acts of any such agent or depository with respect to the holding of securities in bulk.

With respect to the Tax-Qualified Trusts, the Trustee, or the Investment Manager with respect to an "investment manager account" (as hereinafter defined) (and, in either case, not the Trusts), shall also be liable for any tax imposed pursuant to Section 4951, as such section is made applicable to the Trusts, the Trust Fund, or the Trustee, and any applicable successor provision.

3.7 Future Orders. Consolidation and the NQF Companies shall promptly advise the Trustee in writing of the existence of any Future Orders having the effect of imposing new or different responsibilities upon the Trustee under the Trust Agreements or the Master Terms.

3.8 Appointment of Investment Manager.

(a)

Consolidation and the NQF Companies shall have the right from time to time to appoint and remove one or more Investment Managers for their respective Trust(s) held under the applicable Trust Agreement and to direct the segregation of any part or all of any such Trust into one or more accounts to be known as "investment manager accounts" and if Consolidation or an NQF Company does so, it shall appoint an individual, partnership, association, or corporation as Investment Manager to manage the portion of any Trust so segregated. provided, however, that the licensee. Its affiliates, and its subsidiaries and persons representing them shall not provide day-to-day management direction of investments or direction on individual investments to either the Trustee or an investment manager. Written notice of any such appointment and/or removal shall be given to the Trustee and the Investment Manager so appointed.

The appointment, after the date hereof, shall be accomplished using an investment manager agreement signed by Consolidation or the appropriate NQF Company and the 9

WDC99 786500-1.00990.00l I

Investment Manager. The Trustee may assume that any investment manager account previously established and the prior appointment of any Investment Manager for that account continues in force until receipt of written notice to the contrary from Consolidation or the appropriate NQF Company, as the case may be. As long as the Investment Manager is acting, the Investment Manager shall have full authority to direct the acquisition, retention and disposition of the assets from time to time comprising the investment manager account being managed by the Investment Manager, in accordance with Sections 2.5(c), 4.2, 4.3, 4.4 and 4.5 hereof. Upon the separation of the assets in accordance with Consolidation or the NQF Company instructions, the Trustee, as to those assets while so separated, shall be released and relieved of all investment duties, investment responsibilities and investment liabilities normally or statutorily incident to a trustee; provided, however, that the Trustee shall review the transactions in each investment manager account on a daily basis for the purpose of determining whether any assets acquired or any pending asset acquisitions (as to which the Trustee has been given information) are Prohibited Investments as provided in Section 4.3 hereof. In the event that the Trustee determines as a result of any such daily review that an investment is a Prohibited Investment as provided in Section 4.3, hereof, then it shall notify Consolidation or the appropriate NQF Company and the applicable Investment Manager within one business day of such determination by telephone, with confirmation in writing. The Trustee shall retain all other fiduciary duties with respect to assets the investment of which is directed by investment managers.

(b)

ExGen (as to both the Tax-Qualified Trusts and the Non-Tax Qualified Trusts), Consolidation (as to the Tax-Qualified Trusts) and the NQF Companies (as to the Non-Tax Qualified Trusts) hereby agree to indemnify the Trustee and hold it harmless from any liability or expense incurred without gross negligence, willful misconduct, recklessness or bad faith on the part of the Trustee, in connection with or arising out of:

(i) any action taken or omitted or any investment or disbursement of any part of the investment manager account made by the Trustee at the direction of the Investment Manager, or (ii) any action taken by the Trustee pursuant to notification of an order issued by an Investment Manager to purchase or sell securities directly to a broker or dealer under a power of attorney.

(c)

To the extent that Consolidation or the appropriate NQF Company or Companies notify the Trustee with respect to their respective Trust(s) that any Trust assets are currently not allocated to an investment manager account, the Trustee shall have investment responsibility for such assets until further notice from Consolidation or the appropriate NQF Company or Companies, and shall hold, invest and reinvest such assets subject to any investment guidelines issued to it by Consolidation or the appropriate NQF Company or Companies, and subject further to the provisions of Sections 4.2 and 4.3 hereof.

3.9 Use of Subordinated Trusts. Consolidation and each of the NQF Companies shall have the right to direct the segregation of any part of the Trusts into one or more "Subordinated Trusts." If Consolidation and/or the NQF Companies do so, they shall appoint a corporate trustee as Subordinated Trustee to manage the portion of any trust so segregated. Written notice 10 WDC99 786500-1.009900.001 1

of any such appointment and/or removal shall be given to the NRC, Trustee and Consolidation and/or the NQF Companies shall direct the Trustee to enter into such trust agreement with each Subordinated Trustee as Consolidation and/or the NQF Companies determine is appropriate. A copy of the subordinated trust will be provided to the NRC by Consolidation and/or the NFQ Companies prior to its creation.

The Subordinated Trust shall be under the control of the Subordinated Trustee. The Subordinated Trustee shall be responsible for complying with the provisions of Sections 2.2, 4.2, 4.3 and 4.4 hereof, and the Trustee shall have no responsibility therefore; provided, however, that if the Trustee has actual knowledge of an action taken by the Subordinated Trustee in violation of or noncompliance with any of the provisions of Sections 2.2, 4.2, 4.3 or 4.4 hereof, the Trustee shall have a duty to promptly inform Consolidation and/or the NQF Companies, as the case may be, of such violation or noncompliance.

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

3.10 Certain Duties and Responsibilities of the Trustee.

(a)

In the absence of bad faith on its part, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Trust Agreements and the Master Terms; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall have no duty to examine the same to determine whether they conform to the requirements of the Trust Agreements and these Master Terms unless the representative of the Trustee involved with the certificate in question has actual knowledge of the falsity of any statement made therein.

(b)

No provision of the Trust Agreements or these Master Terms shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this subsection shall not be construed to limit the effect of subsection (a) of this section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts or was otherwise negligent in making the judgment; and (iii) no provision of the Trust Agreements or these Master Terms shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

3.11 Certain Rights of Trustee. Except as otherwise provided in Section 3.10 hereof:

(a)

Any request or direction of Consolidation or any of the NQF Companies mentioned herein shall be sufficiently evidenced by a written request or direction signed, 11 WDC99 786500-1.009900.001 1

prepared or furnished by an authorized representative of Consolidation or the appropriate NQF Company, or an oral or telephonic request or order confirmed within a reasonable time by such a written request or direction, and any action of the board of directors of Consolidation and any of the NQF Companies may be sufficiently evidenced by a certificate of Consolidation or the appropriate NQF Company's secretary or assistant secretary; (b)

Whenever in the administration of any Trust created under the Trust Agreements the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon the certificate of an authorized representative of Consolidation or the NQF Companies; (c)

The Trustee may consult with legal counsel and the written advice of such counsel or any opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance thereon; and (d)

The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Trust Agreements at the request or direction of Consolidation or the NQF Companies pursuant to the Trust Agreements or these Master Terms, unless Consolidation or the NQF Companies, as the case may be, shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

ARTICLE 4: TRUSTEE'S POWERS The Trustee shall have, with respect to each Trust held under the Trust Agreements, the following powers, all of which powers are fiduciary powers to be exercised in a fiduciary capacity and in the best interests of such Trust, and which are to be exercised as the Trustee, acting in such fiduciary capacity, in its discretion, shall determine, except that the Trustee shall not act in its discretion but only at the direction of an appointed Investment Manager in the exercise of those powers given in Sections 4.2, 4.3, 4.4 and 4.5 hereof with respect to the acquisition, retention, and disposition of the assets of an investment manager account, and, except as otherwise provided, which are intended in no way to limit the general powers of the office. The Subordinated Trustee shall have those powers set forth in an appropriate Subordinated Trust Agreement, which shall not be inconsistent with the material terms of the Trust Agreement or these Master Terms.

4.1 Payment of or Provision for Expenses of Administration. The Trustee shall have the power to incur, pay or make provision for any and all charges, taxes, and expenses upon or connected with each Trust held under the Trust Agreements in the discharge of its fiduciary obligations thereunder (and other incidental expenses of the Fund (including legal, accounting, actuarial and trustee expenses)), but to charge said amounts to such Trust only to the extent that 12 WDC99 786500-1.009900.0011

such amounts are directed to be paid from such Trust by Consolidation or any of the NQF Companies pursuant to Section 2.4 or 3.2 hereof or, in the case of Tax-Qualified Trusts, as may be incurred and paid from such Trust without causing the Trust to become disqualified under Section 468A.

4.2 Investment of Trust Fund: Prudent Investor Standard.

(a)

Pending any other permissible use of any Trust held under the Trust Agreements, and subject to the limitations provided in Section 4.3 of these Master Terms, the Trustee shall have the power and authority to invest and reinvest all or any part of the assets of such Trust, including any undistributed income therefrom, in a manner consistent with the "prudent investor" standard as specified in 18 CFR § 35.32(a)(3) of the Federal Energy Regulatory Commission regulations and in such a way as to attempt to maximize the after-tax returns thereon.

(b)

In the exercise of the power and authority set forth in Section 4.2(a) hereof, the Trustee has the following powers and authority:

(i) to purchase, receive or subscribe for any securities or other property and to retain in trust such securities or other property; (ii) to sell, exchange, convey, transfer, lend, or otherwise dispose of any property held in the Trusts and to make any sale by private contract or public auction; and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (iii) to vote in person or by proxy any stocks, bonds or other securities held in the Trusts; (iv) to exercise any rights appurtenant to any such stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities, or to exercise rights or options to subscribe for or purchase additional stocks, bonds or other securities, and to make any and all necessary payments with respect to any such conversion or exercise, as well as to write options with respect to such stocks and to enter into any transactions in other forms of options with respect to any options which the Trusts have outstanding at any time; (v) to join in, dissent from or oppose the reorganization, recapitalization, consolidation, sale or merger of corporations or properties of which the Trusts may hold stocks, bonds or other securities or in which it may be interested, upon such terms and conditions as deemed wise, to pay any expenses, assessments or subscriptions in connection therewith, and to accept any securities or property, whether or not trustees would be authorized to invest in such securities or property, which may be issued upon any such reorganization, recapitalization, consolidation, sale or merger and thereafter to hold the same. To 13 WDC99 786500-1.009900.001 1

the extent that any securities that are accepted are attributable to an investment manager account, the provisions of Section 3.8(a) apply with respect to Trustee review for Prohibited Investments under Section 4.3 and notification of Consolidation or the appropriate NFQ Company and the applicable Investment Manager.

(vi) to enter into any type of contract with any insurance company or companies, either for the purposes of investment or otherwise; provided that no insurance company dealing with the Trustee shall be considered to be a party to the Trust Agreements and these Master Terms and shall only be bound by and held accountable to the extent of its contract with the Trustee. Except as otherwise provided by any contract, the insurance company need only look to the Trustee with regard to any instructions issued and shall make disbursements or payments to any person, including the Trustee, as shall be directed by the Trustee. Where applicable, the Trustee shall be the sole owner of any and all insurance policies or contracts issued. Such contracts or policies, unless otherwise determined, shall be held as an asset of the Trusts for safekeeping or custodian purposes only; (vi) to invest assets of the Trust in foreign and domestic futures contracts, options on futures contracts, options contracts, swaps, short sales and other derivative investments, and, in connection with such investments, to transfer assets of the Trust to brokers or other third parties as margin or collateral at the direction of the Investment Manager; provided, however, that the Investment Manager and Trustee shall have first entered into an appropriate account agreement with such broker or third party. Notwithstanding anything to the contrary contained in the Trust Agreements or these Master Terms, the Trustee shall have no custodial responsibility for any assets so transferred; (vii) to invest in any collective, common or pooled trust fund operated or maintained exclusively for the commingling and collective investment of monies or other assets including any such fund operated or maintained by the Trustee or an affiliate. Consolidation and the NQF Companies expressly understand and agree that any such collective fund may provide for the lending of its securities by the collective fund trustee and that such collective fund's trustee will receive compensation for the lending of securities that is separate from any compensation of the Trustee hereunder, or any compensation of the collective fund trustee for the management of such collective fund; and (viii) to make foreign investments, including investments to be maintained abroad; provided, however, that such authority is limited to those foreign jurisdictions in which the Trustee has selected a foreign custodian in accordance with Section 4.7 hereof.

(c)

Consolidation and the NQF Companies recognize that settlements of transactions may be effected in trading and processing practices customary in the 14 WDC99 786500-1.009900.001 1

jurisdiction or market where the transaction occurs. Consolidation and the NQF Companies acknowledge that this may, in certain circumstances, require the delivery of cash or securities (or other property) without the concurrent receipt of securities (or other property) or cash and, in such circumstances, Consolidation and/or the appropriate NQF Company shall have sole responsibility for non-receipt of payment (or late payment) by the counterparty.

(d)

All investments must be sufficiently liquid to enable each Trust to fulfill the purpose of the Trust Agreements and to satisfy obligations as they become due as communicated in writing to the Trustee, and absent a written communication, the Trustee shall invest each separate Trust as though such Trust had no short or intermediate term cash requirements. Nothing in this Section 4.2 shall be construed as requiring the Trustee to make any investigation as to when any of the Plants may be decommissioned or when obligations relating to such decommissioning may be expected to become due.

4.3 Prohibited Investments. The Trustee shall assure that the assets of the Trusts are not invested or reinvested in the following Prohibited Investments:

(a)

Any deposit with a banking institution unless such banking institution has not less than $350 million in equity capital on a current market value basis; or (b)

Any securities or other obligations of Exelon Corporation or affiliates thereof, or their successors or assigns; provided, however, that the foregoing restriction shall not prevent investments tied to market indicesor o ether non nulear-secto collective, commingled or mutual funds; or (c)

Any securities or other obligations of any entity owning or operating one or more nuclear power plants; provided, however, that the foregoing restriction shall not prevent investments tied to market indices or other non-nuclear sector collective, commingled, or mutual funds; or (d)

Any investment which would contravene any Future Orders in effect at the time such investment or reinvestment is made and previously furnished to the Trustee with reference to the Trusts; or (e)

Any investment not permitted under Section 468A of the Code.

4.4 Management of Trusts.

(a)

The Trustee shall have the power to sell, exchange or otherwise dispose of all or any part of any Trust held hereunder, without prior application to or approval by or order of any court, upon such terms and in such manner and at such prices as the Trustee shall determine; to modify, renew, or extend, bonds, notes, or other obligations or any installment of principal thereof or any interest due thereon and to waive any defaults in the performance of the terms and conditions thereof; and to execute and deliver any and all assignments, bonds, or other instruments in connection with these powers, at such 15 WDC99 786500-1.009900.0011

times, in such manner and upon such terms and conditions as the Trustee may be deemed expedient. The Trustee's determinations of manner of sales, terms, prices and the exercise of other powers granted herein, if reasonably made, are not to be questioned.

(b)

Notwithstanding anything contained in the Trust Agreements or these Master Terms to the contrary, the Trustee may not authorize or carry out any sale, exchange, or other transaction between any Trust and the Trustee or any affiliate of the Trustee, or any "disqualified person" within the meaning of Section 4951, of the kind described in Treasury Regulation 1.468A-5(b), except the payment of compensation and expenses pursuant to Section 3.2 hereof, or unless such transaction is not an act of "self-dealing" within the meaning of Section 4951 of the Code. The Trustee shall not cause any Trust to engage in any act of self-dealing with Consolidation or the NQF Companies or any affiliate of Consolidation or the NQF Companies. Consolidation and the NQF Companies agree to furnish the Trustee with the identity of persons who are "disqualified persons" within the meaning of Section 4951 by reason of their affiliation with Consolidation and/or the NQF Companies.

4.5 Extension of Obligations and Negotiation of Claims. Subject to the limitations contained in Sections 4.2, 4.3 and 4.4 hereof, the Trustee shall have the power to renew or extend the time of payment of any obligation, secured or unsecured, payable to or by any Trust, for as long a period or periods of time and on such terms as it shall determine; and, subject to the approval of Consolidation or the appropriate NQF Company or Companies (which shall not be unreasonably withheld or delayed), to adjust, settle, compromise, and arbitrate claims or demands in favor of or against any Trust, including claims for taxes, upon such terms as it deems advisable.

4.6 Registration of Securities. The Trustee shall have the power to hold any stocks, bonds, securities, and/or other property in the name of a nominee, in a street name, or by other title-holding device, without indication of trust.

4.7 Foreign Custodians.

(a)

The Trustee shall have the power to appoint foreign custodians as agent of the Trustee to custody foreign securities holdings of the Trust or any investment manager account. Custody of foreign investments shall be maintained with foreign custodians selected by the Trustee. In the case of an investment manager account, the Investment Manager shall have sole responsibility for the decision to maintain the custody of foreign investments in its investment manager account abroad, which decision shall be subject to the limitation contained in the foregoing second sentence of this Section 4.7(a). The Trustee shall have no responsibility for losses to the Trust resulting from the acts or omissions of any foreign custodian appointed by the Trustee unless due to the foreign custodian's fraud, negligence or willful misconduct.

(b)

The Trustee shall have the power to utilize any tax reclaim procedures with respect to taxes withheld to which the Trust may be entitled under applicable tax 16 WDC99 786500-1.009900.001 1

laws, treaties and regulations; provided that any exercise of such power by the Trustee shall be on a reasonable efforts basis.

4.8 Securities Lending. Pursuant to a written agreement between the Trustee and Consolidation or the appropriate NQF Company or Companies, Trustee shall have authority to lend the assets of the Trusts and, specifically, to loan any securities to brokers, dealers or 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 the name of the borrower or others and to permit the borrower to exercise such rights of ownership over the loaned securities as may be required under the terms of any such loan, and to receive and invest collateral provided by the borrower; provided that with respect to the lending of securities pursuant to the securities lending authorization agreement between the parties, (a) both parties intend that, for purposes of the relevant provisions of the US Bankruptcy Code, at all relevant times the Trustee/securities lending agent shall be deemed to be and to be acting as a "financial institution" as defined in section 101(22) of the US Bankruptcy Code, and each loan entered into by the Trustee/securities lending agent with borrowers under authority of the securities lending authorization agreement (a "Loan") shall be deemed to be a "securities contract" as defined in section 741 of the US Bankruptcy Code; and (b) each Loan shall be made in conformity with all applicable laws governing such Loan and all applicable rules, regulations and exemptions from time to time promulgated and issued under the authority of those laws.

4.9 Retention and Removal of Professional Service Providers. The Trustee shall have the power to employ attorneys, accountants, and custodians as it shall deem advisable and to make such payments thereof as the Trustee shall deem reasonable for the implementation of the purpose of the Trust Agreements. The Trustee shall have the absolute right to dismiss any such agents for any reason whatsoever; provided that the Trustee's selection of an accounting firm shall be subject to the prior consent of Consolidation or the appropriate NQF Company, as the case may be, which consent shall not be unreasonably withheld.

4.10 Delegation of Ministerial Powers. The Trustee shall have the power to delegate to other persons such ministerial powers and duties as it may deem to be advisable.

4.11 Discretion in Exercise of Powers. The Trustee shall have the power to do any and all other acts which the Trustee shall deem proper to effectuate the powers specifically conferred upon it by the Trust Agreements and these Master Terms; provided, however, that this Section 4.11 shall not authorize the Trustee to do any act or participate in any transaction which would (a) contravene any provision of the Trust Agreements or these Master Terms; (b) violate the terms and conditions of, or cause any Trust held under the Trust Agreements not to satisfy Applicable Regulatory Requirements; or (c) disqualify any of the Tax-Qualified Trusts as "nuclear decommissioning reserve funds" under Section 468A.

ARTICLE 5:

[INTENTIONALLY DELETED]

17 WDC99 786500-1.009900.001 1

18 WDC99 786500-1.009900.oo 1

EXHIBIT A-1 DISBURSEMENT CERTICATE Tax-Qualified Decommissioning Trust The undersigned, being a duly authorized officer of Exelon Generation Consolidation Company, LLC, a Nevada limited liability company ("Consolidation"), and, in such capacity, being duly authorized and empowered to execute and deliver this certificate, hereby certifies to the Trustee of the Exelon Generation Consolidation Company, LLC Tax Qualified Decommissioning Trust-[name of Plant(s)] (the "Trust(s)"), pursuant to Section 2.2(a)(i) of the Master Terms as amended and restated as of

, 2003 (the "Master Terms"), between Consolidation and the Trustee, as follows:

(a)

There is due and owing to each Payee ("Payees") [all/a portion of]

the invoiced cost to Consolidation for goods or services provided in connection with the decommissioning of the [name of Plant(s)] as evidenced by the Invoice Schedule (with supporting exhibits) attached as Exhibit 1 hereto; (b)

All such amounts due and owing to such Payees constitute Qualified Costs; (c)

All conditions precedent to the making of this disbursement set forth in any agreement between each such Payee and Consolidation have been fulfilled; (d)

No Payee is a "disqualified person" within the meaning of Section 4951 or Section 468A by reason of an affiliation with Consolidation or, if any are, then the payment constitutes compensation or payment or reimbursement of expenses which are reasonable and necessary to carry out the purpose of the Trust(s) and the payment is not excessive; and (e)

The payment of the amounts owing meets Applicable Regulatory Requirements, requirements of the Code, and all necessary consents and approvals for such payment have been obtained.

Accordingly, subject to the requirements of Section 2.2(b) of the Master Terms, you are directed to permit the disbursement of the amounts indicated on Exhibit 1 hereto from the Trust(s) in order to permit payment of such sum(s) to be made to the aforementioned Payees for such purpose. You are further directed to disburse such sum(s), once withdrawn, directly to such Payees, in the manner indicated on Exhibit 1 hereto.

Although you are under no obligation to make any further inquiry or investigation or to obtain any further documentation, it is understood that you may, in your discretion, elect to withhold any such disbursement to any Payee unless and until you receive written releases, in a form satisfactory to you, of any liens, security interests, or claims of such Payee against Consolidation or its property as you may, in your discretion, require.

WDC99 786500-1.009900.00I11

Capitalized terms used herein without definition shall have the meanings given to such terms in the Trust Agreements and the Master Terms.

WITNESS my hand this day of EXELON GENERATION CONSOLIDATION COMPANY, LLC By:

Duly Authorized Officer WDC99 786500-1.009900.0011I

EXHIBIT A-2 DISBURSEMENT CERTIFICATE Non-Tax Qualified Decommissioning Trust The undersigned, being a duly authorized officer of LLC, a Nevada limited liability company ("LLC"), and, in such capacity, being duly authorized and empowered to execute and deliver this certificate, hereby certifies to the Trustee of the LLC Non-Tax Qualified Decommissioning Trust-[name of Plant(s)] (the "Trust(s)"), pursuant to Section 2.2(a)(i) of the Master Terms as amended and restated as of

, 2003 (the "Master Terms"), between LLC and the Trustee, as follows:

(a)

There is due and owing to each Payee ("Payees") [all/a portion of]

the invoiced cost to LLC for goods or services provided in connection with the decommissioning of the [name of Plant(s)] as evidenced by the Invoice Schedule (with supporting exhibits) attached as Exhibit 1 hereto; (b)

All such amounts due and owing to such Payees constitute Qualified Costs; (c)

All conditions precedent to the making of this disbursement set forth in any agreement between each such Payee and Consolidation have been fulfilled; (d)

No Payee is a "disqualified person" within the meaning of Section 4951 or Section 468A by reason of an affiliation with LLC or, if any are, then the payment constitutes compensation or payment or reimbursement of expenses which are reasonable and necessary to carry out the purpose of the Trust(s) and the payment is not excessive; and (e)

The payment of the amounts owing meets Applicable Regulatory Requirements, and all necessary consents and approvals for such payment have been obtained.

Accordingly, subject to the requirements of Section 2.2(b) of the Master Terms, you are directed to permit the disbursement of the amounts indicated on Exhibit 1 hereto from the Trust(s) in order to permit payment of such sum(s) to be made to the aforementioned Payees for such purpose. You are further directed to disburse such sum(s), once withdrawn, directly to such Payees, in the manner indicated on Exhibit 1 hereto.

Although you are under no obligation to make any further inquiry or investigation or to obtain any further documentation, it is understood that you may, in your discretion, elect to withhold any such disbursement to any Payee unless and until you receive written releases, in a form satisfactory to you, of any liens, security interests, or claims of such Payee against Consolidation or its property as you may, in your discretion, require.

WDC99 786500-1.009900.0011

Capitalized terms used herein without definition shall have the meanings given to such terms in the Trust Agreements and the Master Terms.

WITNESS my hand this day of NQ, LLC By:I Duly Authorized Officer WDC99 786500-1.009900.0011

EXHIBIT B-1 WITHDRAWAL CERTIFICATE Tax-Qualified Decommissioning Trust The undersigned, being a duly authorized officer of Exelon Generation Consolidation Company, LLC, a Nevada limited liability company ("Consolidation"), and, in such capacity, being duly authorized and empowered to execute and deliver this certificate, hereby certifies to the Trustee of the Exelon Generation Consolidation Company, LLC Tax-Qualified Decommissioning Trust-[name of Plant(s)] (the "Trust(s)"), pursuant to Section 2.2(a)(ii) of the Master Terms, amended and restated as of

, 2003 (the "Master Terms"), between Consolidation and the Trustee, as follows:

(a)

Consolidation has paid, and is entitled to reimbursement for, amounts paid for goods or services provided in connection with the decommissioning of the [name of Plant(s)] as described in the schedule (with supporting exhibits) attached as Exhibit 1 hereto; (b)

All such amounts paid constitute Qualified Costs; (c)

No payee was a "disqualified person" within the meaning of Section 4951 or Section 468A by reason of an affiliation with Consolidation or, if any were, then the payment constituted compensation or payment or reimbursement of expenses which were reasonable and necessary to carry out the purpose of the Trust and the payment was not excessive; and (d)

The payment of the amounts met Applicable Regulatory Requirements, requirements of the Code, and all necessary consents and approvals for such payment had been obtained.

Accordingly, subject to the requirements of Section 2.2(b) of the Master Terms, you are directed to permit the disbursement of the amounts indicated on Exhibit 1 hereto from the Trust(s) in order to reimburse Consolidation for such payments. You are further directed to disburse such sum(s), once withdrawn, directly to "Exelon Generation Consolidation Company, LLC."

Capitalized terms used herein without definition shall have the meanings given to such terms in the Trust Agreements and the Master Terms.

WITNESS my hand this day of EXELON GENERATION CONSOLIDATION COMPANY, LLC By:

Duly Authorized Office

EXHIBIT B-2 WITHDRAWAL CERTIFICATE Non-Tax Qualified Decommissioning Trust The undersigned, being a duly authorized officer of LLC, a Nevada limited liability company ("LLC"), and, in such capacity, being duly authorized and empowered to execute and deliver this certificate, hereby certifies to the Trustee of the LLC Non-Tax Qualified Decommissioning Trust-[name of Plant(s)]

(the "Trust(s)"), pursuant to Section 2.2(a)(ii) of the Master Terms, amended and restated as of

, 2003 (the "Master Terms"), between LLC and the Trustee, as follows:

(a)

LLC has paid, and is entitled to reimbursement for, amounts paid for goods or services provided in connection with the decommissioning of the [name of Plant(s)]

as described in the schedule (with supporting exhibits) attached as Exhibit I hereto; (b)

All such amounts paid constitute Non-Tax Qualified Costs; (c)

No payee was a "disqualified person" within the meaning of Section 4951 or Section 468A by reason of an affiliation with LLC or, if any were, then the payment constituted compensation or payment or reimbursement of expenses which were reasonable and necessary to carry out the purpose of the Trust and the payment was not excessive; and (d)

The payment of the amounts met Applicable Regulatory Requirements, and all necessary consents and approvals for such payment had been obtained.

Accordingly, subject to the requirements of Section 2.2(b) of the Master Terms, you are directed to permit the disbursement of the amounts indicated on Exhibit I hereto from the Trust(s) in order to reimburse LLC for such payments. You are further directed to disburse such sum(s),

once withdrawn, directly to "

Company, LLC."

Capitalized terms used herein without definition shall have the meanings given to such terms in the Trust Agreements and the Master Terms.

WDC99 786500-1.009900.00I11

WITNESS my hand this day of_

NQ, LLC By:

Duly Authorized Office

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The bracketed numbers refer to the Page and Paragraph for the start of the paragraph in both the old and the new documents.

[8:4 8:4] Changed "payments for... costs from" to "payments from"

[13:5 13:5] Changed "segregated." to "segregated,... investment manager."

[19:4 19:4] Changed "assigns; provided,... funds; or" to "assigns; or"

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[6 6] Changed "3.009900.0011 " to "4.009900.0011" WDC99 786500-1.009900.001 1

MASTER TERMS FOR TRUST AGREEMENTS Between EXELON GENERATION CONSOLIDATION COMPANY, LLC EXELON BRAIDWOOD 1 NQ, LLC EXELON BRAIDWOOD 2 NQ, LLC EXELON BYRON 1 NQ, LLC EXELON BYRON 2 NQ, LLC EXELON DRESDEN 1 NQ, LLC EXELON DRESDEN 2 NQ, LLC EXELON DRESDEN 3 NQ, LLC EXELON LASALLE 1 NQ, LLC EXELON LASALLE 2 NQ, LLC EXELON QUAD CITIES 1 NQ, LLC EXELON QUAD CITIES 2 NQ, LLC EXELON ZION 1 NQ, LLC EXELON ZION 2 NQ, LLC and THE NORTHERN TRUST COMPANY WDC99 7679694.009900.0011

TABLE OF CONTENTS Page ARTICLE 1:

1.1 1.2 1.3 ARTICLE 2:

2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 ARTICLE 3:

3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 DEFINITIONS, NAME, AUTHORIZED ACTORS AND PURPOSE............................... 2 Definitions..............................................................................................................2 Names of Trusts..............................................

3 Purpose of Trust Agreements................................................

4 ESTABLISHMENT OF SEPARATE TRUSTS AND DISPOSITIVE PROVISIONS.......................................................................................................................4

[DELETED]..............................................

4 Payment of Nuclear Decommissioning Costs...............................................

4 Additions to Trusts................................................

5 Subsequent Adjustments...............................................

5 Remittance and Payment of Taxes...............................................

6

[DELETED].............

6; 6

Time of Termination..............

7 Distribution of Trust Upon Termination............................................

7 Alterations and Amendments............................................

7 No Authority to Conduct Business........................................... 8 GENERAL PROVISIONS RELATING TO THE TRUSTEE............................................

8 Designation and Qualification of Successor Trustees........................................... 8 Compensation and Reimbursement........................................... 8 Transactions With Third Parties...........................................

8 Financial Statements............................................

9 Tax Returns, Tax Information Returns and Other Reports.................................... 9 Nominees; Depositories............................................

9 Future Orders...........................................

10 Appointment of Investment Manager...........................................

10 Use of Subordinated Trusts............................................

11 Certain Duties and Responsibilities of the Trustee...........................................

11 Certain Rights of Trustee...........................................

12 i

WDC99 7679694.009900.0011

TABLE OF CONTENTS Page ARTICLE 4: TRUSTEE'S POWERS 12 4.1 Payment of or Provision for Expenses of Administration.12 4.2 Investment of Trust Fund: Prudent Investor Standard.13 4.3 Prohibited Investments.15 4.4 Management of Trusts.15 4.5 Extension of Obligations and Negotiation of Claims.16 4.6 Registration of Securities.16 4.7 Foreign Custodians.16 4.8 Securities Lending.16 4.9 Retention and Removal of Professional Service Providers.17 4.10 Delegation of Ministerial Powers.17 4.11 Discretion in Exercise of Powers.17 ARTICLE 5 17 ii WDC99 7679694.009900.001 1

MASTER TERMS FOR TRUST AGREEMENTS The following Master Terms for Trust Agreements (the "Master Terms") shall apply for purposes of the Amended and Restated Tax-Qualified Nuclear Decommissioning Master Trust Agreement by and between Commonwealth Edison Company (for the limited purposes of confirming the assignment reflected in Section 3.11 of the Tax-Qualified Agreement hereof and its rights as stated in Section 1.04 of said Agreement and Sections 2.8 and 2.9 hereof), Exelon Generation Company, LLC ("ExGen"), Exelon Generation Consolidation Company, LLC

("Consolidation") and the Northern Trust Company as Trustee (the "Trustee"), and for purposes of the Amended and Restated Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement by and between Commonwealth Edison Company (for the limited purposes of confirming the assignment reflected in Section 3.11 of the Non-Tax Qualified Agreement and its rights as stated in Section 1.04 of said Agreement and Sections 2.8 and 2.9 hereof), ExGen, the limited liability companies identified on Schedule A of such agreement (the "NQF Companies")

and the Trustee.

Any terms capitalized but not defined herein shall have the same meaning as assigned to such terms in the Trust Agreements.

ARTICLE 1: DEFINITIONS, NAME, AUTHORIZED ACTORS AND PURPOSE 1.1 Definitions. For purposes of the Master Terms, the following terms shall have the following meanings:

"Agreements," and "Trust Agreements" shall mean and include the Amended and Restated Tax-Qualified Nuclear Decommissioning Master Trust Agreement and the Amended and Restated Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement as they may from time to time be amended, modified, or supplemented.

"Applicable Regulatory Requirements" shall mean laws, rules, regulations, orders and license requirements applicable to the retention, investment and utilization of funds for the costs of the decommissioning of any Plant, including, without limitation, rules, regulations and orders issued by the NRC and any requirements set forth in the NRC-issued license to operate that Plant and any amendments thereto.

"Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, and the regulations promulgated thereunder. "Section 468A" shall mean that section of the Code, as it may be amended from time to time, and any successor provision thereto, and the regulations promulgated thereunder. "Section 4951" shall mean that section of the Code, as it may be amended from time to time, and any successor provision thereto, and the regulations promulgated thereunder.

"ComEd" shall mean Commonwealth Edison Company, an Illinois corporation, and its successors and assigns. Such term shall include, for purposes of Sections 2.8 hereof and Section 3.07 of the Trust Agreements (and Section 2.9 hereof, to the extent that Section addresses I-WA11758821.7