ML20205D447

Boston Edison Co Master Decommissioning Trust Agreement for Pilgrim Nuclear Power Station

ML20205D447
Person / Time
Site:	Pilgrim
Issue date:	01/01/1995
From:	BOSTON EDISON CO.
To:
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ML20205D426	List: ML20205D423 ML20205D447
References
NUDOCS 9904020205
Download: ML20205D447 (45)

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    ,l. * 't EXHIBIT B Boston Edison Company BOSTON EDISON COMPANY MASTER DECOMMISSIONING TRUST AGREEMENT FOR PILGRIM NUCLEAR POWER STATION I

Dated: JANUARY 1, 1995 9904020205 990324 U PDR ADOCK 05000293_, I PDR ;

a  ; l TABLE OF CONTENTS ARTICLE I. DEFINITIONS. 1.01 Definitions .................................. 3 ARTICLE II. MASTER TRUST PURPOSE, NAME AND FUNDS. 2.01 Master Trust Purpose .......................... 7 2.02 Establishment of Master Trust ................. 7 2.03 Acceptance of Appointment ..................... 7 2.04 Name of Master Trust .......................... 8 2.05 Division of Master Trust ...................... 8 2.06 Designation of Funds ...........................S 2.07 Duties of Authorized. Representatives........ ,,.9 2.08 No Authority to Conduct Business .............. 9 2.09 No Transferability of Master Trust ........... 10 ART.'. 'LE III . CONTRIBUTIONS AND INCOME. 3.01 Contributions ................................ 10 - 3.02 Allocation of Net Income ..................... 10 3.03 Subsequent Transfers ......................... 11 ARTICLE IV. DISTRIBUTIONS. 4.01 Payment of Decommissioning Costs and Administrative Costs ......................... 11 4.02 Payment of Administrative Expenses ........... 12 l 4.03 Fees ......................................... 13 4.04 Liquidation of Investments ................... 13 l 1 l l J

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s... e. ," ARTICLE V. TERMINATION.

                                     '5.01   Termination of Funds and Master Trust in General................................... 13 5.02  Distribution of Master Trust and Funds Upon Termination ............................ 13
                           ' ARTICLE VI.              TRUSTEES.

6.01 Designation and Qualification of Successor Trustee (s) ........................ 14 6.02 Exoneration from Bond ....................... 15 6.03 Resignation ................................. 15 6.04 Transactions With Third Parties ............. 16 4 6.05 Accounts -a nd : Repo rts . . . . .. . . . . . .. . .. . . . . .. . .. ... 15 6.06 Tax' Returns and Other Reports ............... 18 6.07 Liability ................................... 19 ARTICLE VII. TRUSTEE'S GENERAL POWERS. 7.01 Registration of Securities .................. 22 7.02 Borrowing'................................... 22 7.03 Retention and Removal of Professional and Employee Services ....................... 23 7.04 Delegation of-Ministerial Powers ............ 23 7.05 Powers of Trustec: to Continue Until Final ~ Distribution .......................... 23 7.06 Discretion in Exercise of Powers ............ 23 7.07 Deposit of Funds ............................ 24 7.08 Loaning of 9ecurities ....................... 24 7.09 Retention of Uninvested Cash ................ 24 4 4

As ,lo s. . . . l

                                                  - iii-l ARTICLE VIII. INVESTMENTS l

i 8.01 Appointment of Investment Manager (s)......... 24 i 8.02 Direction by Investment Manager (s)........... 25 l 8.03 Trustee's General Investment Powers.......... 27 l l ARTICLE IX. MISCELLANEOUS. { 1 9.01 Headings .................................... 29 9.02 Particular Words ............................ 29 9.03 Severability of Provisions .................. 29 l 9.04 Delivery of Notices Under Agreement ......... 30 9.05 Alterations and Amendments .................. 30 9.06 Successors and Assigns .................. .... 31 9.07 Governing Law; Jurisdiction; Certain Waivers...................................... 31 9.08 Accounting Year ............................. 32 , l 9.09 Counterparts ................................ 32 9.10 Decommissioning Liability ................... 32 EXHIBIT A. PERMITTED INVESTMENTS EXHIBIT B. CERTIFICATE l l I l

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• s la , c MASTER DECOMMISSIONING TRUST AGREEMENT AGREEMENT made as of this 1st day of January 1995 between BOSTON EDISON COMPANY, a Massachusetts corporation (the

            " Company"), and THE BANK OF NEW YORK, as Trustee (the " Trustee"),

a New York banking corporation having trust powers. WHEREAS, the Company is the owner of PILGRIM NUCLEAR POWER STATION; and WHEREAS, PILGRIM NUCLEAR POWER STATION is designed to be a nuclear fueled electric generating unit which will require Decommissioning at the end of its useful life; and WHEREAS, pursuant to the requirements of the Nuclear Regulatory Commission ("NRC"), the Company is required to create a source of funding to provide for the costs associated with the Decommissioning of nuclear fueled electric generating units which it owns; and WHEREAS, pursuant to Section 468A of the Internal Revenue Code of 1986, as amended, certain federal income tax benefits are available to the company as a result of creating and making contributions to certain nuclear decommissioning reserve funds; and WHEREAS, the Company, in order to comply with the l requirements of the NRC, and in order to be in a position to take advantage of the federal income tax benefits available under the

 ..., 6, aforementioned Section 468A, wishes to establish both Qualified Funds and Nonqualirled Funds to hold amounts in trust for the future Decommissioning of the Unit; and WHEREAS, the Company wishes to establish a Master Trast for the retention and investment of the assets of the Qualified Funds and Nonqualified Funds for the Unit, wherein each of the Funds shall constitute a separate trust under the Master Trust; and WHEREAS, The Bank of New York is willing to serve as Trustee under the Master Trust on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the mutual promises ) herein contained and other good and valuable consideration, i receipt and sufficiency of which is hereby acknowledged, the 1 Trustee hereby agrees to accept, from and after the date first above written, Contributions to the Master Trust delivered to it from time to time by or on behalf of the Company-I TO HAVE AND TO HOLD such assets; and TO INVEST AND REINVEST the same as provided herein; i' IN TRUST NEVERTHELESS, for the uses and purposes and upon the terms and conditions, as hereinafter set forth; and TO PAY JR DISTRIBUTE from the Master Trust as provided herein.

 ' 4 ; c, . q I. DEFINITIONS 1.01        Definitions.          As   'used   in  this   Master Decommissioning. Trust Agreement, the following terms shall have the-following meanings:

(1) " Agreement" shall mean this Master Decommissioning Trust Agreement -as- the same may be amended, modified, or supplemented from time to time. (2) " Applicable Law" shall mean all applicable laws, statutes, treaties, rules, codes, ordinances, regulations, certificates, orders, interpretations, 2icenses and permits of any Governmental .. Authnrity .and -judgments, decrees, i.njunctions ,

              ~ writs, orders or like action of any court, arbitrator or other judicial or quhsi-judicial tribunal of competent jurisdiction
               '(including those pertaining to health, eafety, the environment or otherwise).

(3) " Applicable Tax Law" shall mean Section 468A of the Code (or comparable subsequent provision of the Code) and the regulations thereunder, and any. other provision of the Code relating to the Federal taxation of the Funds or credits or deductions based on Contributions. (4) " Authorized Representative" shall mean the persons designated as such pursuant to-Section 2.07 hereof. (5) " Business Day" shall mean a day that is not a

      ,          Saturday or Sunday or a legal holiday in the State of New York.

(6) " Certificate" shall mean a document properly

               . completed and executed by an Authorized Representative of the

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Company and substantially in the form of Exhibit B hereto as it' '- ~ may from time to time be amended. ' (7) " Code" shall mean the Internal Revenue Code of I 1986[ as the same may be amended from time to time.

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(8). " Company" shall have the meaning set forth in the 1 opening paragraph of this Agreement. (9) " Contribution" shall - mean any contribution, cash I or otherwise, made to the Trustee for deposit in one or more of the Funds and in such subaccounts thereunder as provided in this Agreement. No contribution which consists of real property shall be permitted. , (10) " Decommissioning" shall mean the -removalref the Unit from service and disposal of its components in accordance with Applicable Law. This process shall include, but not be limited ' to, (a) pre-shutdown activities related to its removal and disposal including studies, planning, licensing, regulatory

                          -filings and non-DOE spent fuel storage, (b) work done to prepare and carry out DECON, ENTOMB OR SAFSTOR (as defined by the NRC) of
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the. Unit and Site, whichever is applicable, (c) the removal of radioactively contaminated and radioactively uncontaminated portions of the Unit and disposing of the same at the end of the operating life' of the Unit, (d) work done to the site and the Unit's associated equipment and facilities and to other areas,  ! whether or not such areas are contiguous to the Site and

       ,                    equipment and facilities, in order to decontaminate such Site and such areas, and (e) work done by or on behalf of the Company (or
                          'for which the Company is charged) to a facility where any portion
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 ".,     .,g of.the b it.and its associated equipment and facilities are to be' disposed of in order to prepare and maintain such facility as a
            -disposal' site.

(11) " Decommissioning Costs" shall mean all costs and expenses relating or allocable to, or incurred in connection with, Decommissioning, including, but not limited to, the ' decontamination and/or removal of the equipment, structures and portions of the Unit and its Site provided, however, that if Applicable Law prohibits the foregoing or imposes requirements that. ara more costly to implement than their removal, the term

             " Decommissioning        Costs"               shall         mean    all    costs   and                  expenses relating ior -allocable to, cur. incurred cin . connectinn Trith, the requirements imposed by Applicable Law at the end of the Unit's operating life.
                                    " Funds" shall mean the Qualified Fund and the (12)
            .Nonqualified Fund, collectively, i

(13) " Governmental Authority" shall mean any Federal, I state, county, municipal, foreign, international, regional or other governmental authority, agency, board, body, instrumentality or court, including, without limitation, the NRC, the Massachusetts Department of Public Utilities and the Federal Energy Regulatory Commission. (14) " Investment Manager" shall have the meaning set forth in Section 8.01 hereof. (1.5) "Nonqualified Fund" shall mean, the Fund not constituting the Qualified Fund established under, and in accordance . with, Section 2.02(b) or Section 2.05 of the Master

n - . - - - . - - - . . . - . - - . .~- Trust with respect to the Unit. The Nonqualified Fund shall have such subaccounts as the Company may specify. (16) " Order" shall mean any order relating to Decommicsioning issued by a Governmental Authority and applicable to the Unit. (17) " Qualified Fund" shall mean, the Fund established under, and in accordance with, Section 2.02(b) of the Master Trust for purposes of Section 468A of the Code which are designated as such in the records of the Trustee. The Qualified Fund shall have such subaccounts - as the Company may specify. Contributions, if any, made with respect to such Fund in any year Ehall .not exceed the -. amount permitted to. Se -made ~ to -such Fund with respect to the year in question in order for the Company to be allowed to take the deduction afforded by Section 468A of th; Code. (18) " Regulation" shall mean any requirement having I the force of. law which is binding on the Company. (19) " Service" shall mean the Internal Revenue Service. (20) " Site" shall mean the land of approximately 133 acres upon which the Company constructed the Unit on the Northerly side of Rocky Hill Road in Plymouth, Massachusetts. (21) " Trustee" shall have the meaning ascribed thereto in the opening paragraph of this Agreement or any successor appointed pursuant to Section 7.01 hereof. (22) " Unit" shall mean the Pilgrin Nuclear Power Station at the Site together with its main and other

_ _._ . _ _ . _ _ . - . . ~ . _ _ - _ _ _ _ _ _ - ~ . _ . _ - - . . . _ . _ _ _ _ _ _ _ . . -

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i . transformers, reactor, buildings, . turbine' building and. crane,- waste processing buildings, administrative buildings, auxiliary 1

                        - buildings,                        low           level  waste   radiation             buildings,           spent              fuel storage facilities,                                 intake and - discharge canals and all other

components and equipment at the Site necessary for operation of the Unit.and for its rnmoval at the end of its operating /useful life.

II. MASTER TRUST PURPOSE, NAME AND FUNDS 2.01 Master Trust Purnose. The exclusive purpose of this Master Trust is to accumulate and hold funds for the contemplated Decommissioning of the Unit (s) and to expend funds ,

                         -for-that purpose.

2.02 Establishment of Master Trust. By~ execution of this Agreement, the company: (a) establishes the Master Trust for the J

                         - retention and' investment of the assets of the Funds, which shall                                                                       )

be effective on the date first above written; l (b)- establishes a Qualified Fund and a ) Nonqualified Fund for the Unit; and (c) . appoints The Bank of New York as Trustee of the Master Trust. 2.03 Acceotance of Accointment. Upon the terms and conditions herein set forth, The Bank of New York accepts the appointment as Trustee of this Master Trust. The Trustee

                         . declares that it will hold all estate, right, title and interest i                           it may acquire hereunder exclusively for the purposes set forth i
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C' 4 in this Article II. The Trustee shall receive any Contributions' l deposited with it by the Company in trust for the benefit of the , Company and shall deposit such contributions in one or more of the Fund, and in such subaccounts thereunder, as provided in Section 2.05 hereof and otherwise as the Company shall specify. The Trustee shall hold, manage, invest and administer such Contributions, together with earnings and appreciation thereon, in accordance with this Agreement. 2.04 Name of Master Trust. The Contributions received by the Trustee from the Company together with the proceeds, reinvestments and appreciation thereof shall constitute the

             " Boston ldison. Company Easter.Secommissioning Trust."

2.05 Division of Master Trust. The Master Trust shall , be divided by the Trustee into a Qualified Fund and a Nonqualified Fund for the Unit and into such other Nonqualified Fund as the Company from time to time shall establish. Each Fund shall constitute a separate trust under the Master Trust and i shall be designated as relating to the Unit. Each Fund shall have subaccounts as the Company from time to time shall specify. The Trustee shall mair.tain such records as are necessary to reflect each Fund and each subaccount thereunder separately on its books from each other Fund and subaccount. 2.06 Desianation of Funds. Upon (i) any Contribution to the Master Trust; or (ii) any withdrawal from the Master Trust; or (iii) any transfer between the Funds or subaccounts thereunder, the Company shall designate (in writing), in , accordance with Articles III or IV, as applicable, the Fund (s) ,

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c I and the subaccount(s) thereunder, which is to be credited or debited for the amount of such contribution, withdrawal or i transfer, and the Trustee shall credit or debit the Fund (s), and the subaccount(s) thereunder, in accordance with such 1 i l designation. I 2.07 Duties of Authorized Representatives. The l Company has empowered the Authorized Representatives and their delegates to act for the Company in all respects hereunder. The , Authorized Representatives may act as a group or may designate one or more Authorized Representative (s) or delegate (s) to perform the duties described in the foregoing sentence. The Company shall . provide the Trustee with .a written statement 1 setting fortn the names and specimen signatures of the Authorized I Representatives. The Authorized Representatives shall provide the Trustee with a written statement setting forth the names and specimen signatures of any delegate of the Autnorized Representatives. Until otherwise notified in writing by the Company, the Trustee may rely upon any written notice, instruction, direction, certificate or other communication believed by it to-be genuine and to be signed or certified by any one or more Authorized Representatives or their designated delegate (s), and the Trustee shall be under no duty to make any investigation or inquiry as to the truth or accuracy of any statement contained therein.

   .                      2.08   No Authority to Conduct Business.                    The purpose of this Master Trust is limited specifically to the matters set forth in Section 2.01' hereof, and there is no objective to carry

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on any business unrelated to the Master Trust purpose set forth' ir.Section 2'.01 hereof, or divide the gains therefrom. 2.09 No Transferability of Master Trust. The interest of the Company in the Master Trust is neither transferable,  ; whether voluntarily or involuntarily, by the Company nor subject  ! to the payment of the claims of creditors of the company; 1 l orovided, however, that any creditor of the Company as to which a l Certificate has been properly completed and submitted to the Trustee may assert a claim directly against the Master Trust in an amount not to exceed the amount specified in such Certificate. III. CONTRIBUTIONS AND INCOME 3.'01 Contributions. "The Company may make such Cc>ntributions to any Fund from time to time as it shall deem necessary or appropriate. The Trustee shall return Contributions to the Company to the extent such Contributions are stated in a written opinion of legal counsel to the Company, who may be an employee of the company, to be excessive in light of Applicable Law and Applicable Tax Law- ' 3.02 Allocation of Net Income. The Trustee may pool the assets within a Fund for investment purposes in accordance with the written instructions of the Company, subject to the

            . limitations on investments contained in Exhibit A hereto, and, upon so doing, shall treat each Fund so pooled as having received or accrued a pro rata portion (based on the principal balances of the Fund so pooled)        of the net income of the Master Trust 1

(including appreciation) related to such pooled assets in any 4

accounting period of the Master Trust. Without limiting the~ requirements of Section 6.05 hereof, the Trustee shall maintain such separate records of each of the Funds and the subaccounts thereunder as are necessary to reflect the assets thereof and the allocation of income and losses among the Funds and subaccounts thereunder. The Trustee may rely upon the written opinion of legal counsel of the company, who may be an employee of the company, with respect to any question arising under this Section 3.02. 3.03 Subsecuent Transfers. Upon receipt of a written directive of the Company signed by an Authorized Representative which sets forth .an amount .to ..be trans.ferred --.from . cne of the Funds or subaccounts thereunder and states that such amount should be transferred to one or more other Funds or subaccounts as specified, the Trustee shall transfer such amount to the Fund (s) or subaccounts specified by the Company in the written directive. IV. DISTRIBUTIONS 4.01 Payment of Decommissionina Costs and Adminir>trative Costs. In addition to payments otherwise authorized by this Agreement, the Trustee shall make payments out of the Fitnd or any subaccounts thereunder upon presentation to the Trustee of a Certificate by the Company instructing the Trustee to disburse amounts in the Funds or any subaccounts thereundar in a manner designated in cuch certificate for purposes of paying costs, liabilities and expenses of l

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• Decommissioning or, if so specified, administrative costs related to services authorized by the Company pursuant to Section 5.02.

If the assets of any Fund or subaccount thereof are insufficient to permit the payment in full or amounts to be paid pursuant to a certificate, the Trustee shall have no liability with respect to such insufficiency and no obligation to use its own funds to pay l the same. 4.02 Payment of Administrative Expenses. In addition to the payment of administrative costs paid pursuant to Section i 4.01 hereof, from time to time, the Trustee shall make payments of all administrative expenses (including taxes, reasonable out-l A f-pocket cexpenses, -and Trustee's fees as specified ..in the agreement referred to in Section 4.03 hereof) in connection with the operation of the Master Trust pursuant to this Agreement. All such administrative expenses and incidental expenses of the Master Trust shall be allocated proportionately among the Funds (based on the fair market value of each Fund immediately prior to any such payment) and within each Fund among the subaccounts in the proportion that the balance in each subaccount bears to the aggregate balance of all subaccounts in such Fund; provided, that income taxes shall be paid for the Qualified Fund and the Nonqualified Fund in accordance with the income tax actually imposed on each such Fund. The Trustee shall maintain such records as are necessary to reflect the allocation of administrative expenses and incidental expenses among the Funds in accordance with this Section 4.02. If the assets of any Fund or subaccount thereof are insufficient to permit the payment in

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full of amounts payable under this section 4.02, the Trustee shall have no liability with respect to such insufficiency and no ! obligation to'use its own funds to pay the same. 4.03 Tees. The 't rustee shall receive as exclusive i compensation for its services such amounts as may from time' to time be agreed to by the Trustee and the Company. - 4.04 Liculdation of Investments. At the direction of the. company or its Investment Manager, the Trustee shall sell or liquidate such investments of the funds as may be specified. The proceeds of any such sale - or liquidation shall be credited pro rata to the Fund or Funds and within each Fund to the subaccount or s'ubaccounts. thereunder.tocahich such. investments-were credited prior to such sale or liquidation. J V. TERMINATION 5.01 Termination of Funds and Master Trust in General. Each Fund established hereunder shall terminate only upon the earlier of (i) the completion of the Decommissioning of the Unit to which it relates (as evidenced by written notification of that , fact to the Trustee by the Authorized Representative) or (ii) twenty-one (21) years after the death of the last survivor of each person who was an officer or director of the Company on the

                  -date of this Agreement and each of their descendants born on or prior to that date.      This Master Trust shall terminate. upon the termination of all of the Funds.        Prior to its termination this P

Master Trust shall be irrevocable.

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I 5.02 Distribution of Master Trust and Funds Uoon l Termination. Upon' termination of this Master Trust or of the Funds with respect to the Unit, the Trustee shall liquidate the assets of the Master Trust or such Funds, as the case may be, and  ! distribute them (including accrued, accumulated and undistributed i net income) in such manner as is consistent with any terms and j conditions-imposed by FERC or any other govermental agency with jurisdiction over the Unit or the Funds, less all reasonable final administrative costs and expenses (including accrued taxes), to the Company. VI. TRUSTEES 6.01 Desianation and Oualification of -Successor Trustee (s). At any time during the term of this Master Trust, the company shall have the right to remove the Trustee' (at the Company's sole discretion) acting hereunder and appoint another I qualified entity as c successor Trustee upon thirty (30; days'

                   ' notice in writing to the Trustee, or upon such shorter notice as may be acceptable to the Trustee.      In the event that the bank or trust company serving as Trustee or successor Trustee shall:       (a) become insolvent or admit in writing its insolvency;           (b)  be unable or. admit in writing its inability to pay its debts as such debts mature; (c) make a general assignment for the benefit of creditors; (d) have an involuntary petition in bankruptcy filed against it; (e) commence'a case under or otherwise seek to take
    ,               advantage     of   any   bankruptcy,    reorganization,   insolvency, readjustment of debt, dissolittion or liquidation law, statute, or proceeding or (f) resign, the Company shall appoint a successor

Trustee as soon as practicable. .In the event of any such removal or resignation, the Trustee or successor Trustee shall have the right.to have its accounts finalized as provided in Section 6.05 hereof.. Any successor to the Company, as provided herein, shall have the same right to remove and to appoint any Trustee or successor Trustee. Any successor Trustee shall be a bank or trust company 1 incorporated and doing business within the United States of America and having a combined capital and surplus ' of at least

                       $250,000,000, if there be such an institution willing, able and legally qualified to perform the duties of Trustee hereunder upon reasenable or . customary -terms..

1 Any successor Trustee shall qualify by a duly l acknowledged acceptance of this Master Trust, delivered to the I company. Upon acceptance of such appointment by the successor Trustee, the Trustee shall assign, transfer and pay over to such Successor Trustee the assets then constituting the Master Trust. Any successor T*ustee shall have all the rights, powers, duties and obligations nerein granted to the original Trustee. 6.02 Exoneration from Bond. No bond or other security shall be exacted or required of any Trustee or successor Trustee appointed pursuant to this Agreement. 6.03 Resianation. The Trustee or any successor Trustee hereof may resign and be relieved as Trustee at any time without prior application to or approval by or order of any court by a duly acknowledged instrument, which shall be delivered to the Company by the Trustee no less than thirty (30) days prior to

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o .. the effective date of the Trustee's resignation or upon such shorter notice as may be acceptable to the company. If for any reason the Company cannot or does not act in the event of the resignation of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor Trustee and the cost of making such applicatii.t shall be an administrative expense. 6.04 Transactions With Third Partias. No person or organization dealing with the Trustee hereunder 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. 6.05 Accounts and Reoorts. The Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions hereunder with respect to each Fund and each 'subaccount thereunder in accordance with specifications of the company, and all accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times by any person designated by the Company. Within 25 days following the close of each month, the Trustee shall provide a written : report of the estimated tuarket value of each Fund and each subaccount thereunder, prepared accrual basis. Within 35 days following the close of each month, the Trustee shall file with the company a final written report

       ,                setting forth all investments,     receipts and disbursements and other transactions effected by it during the month and containing an exact description of all cash and securities contributed,

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r .. purchased, sold or distributed and the cost or net proceeds of sale, and showing all cash, and securities and other investments held at the end of such month and-the cost and fair market value of each item thereof as carried on the books of'the Trustee. Such accounts and reports shall be based on the accrual method of reporting _ net income and expenses and shall show the portion of the assets applicable to each Fund and subaccount thereunder and ! shall also identify all disbursements from each Fund and subaccount thereunder. Upon the expiration of 90 days from the date of filing such written reports with the company, the Trustee shall be forever released .and alischarged . drom . all . liability. -or accountability to anyone with respect .to all acts and ] transactions shown in such written reports, except such acts or  ; transactions as to which the Company shall take exception by 1 written notice to the Trustee within such 90 day period; i l provided, however, that nothing contained in this section 6.05 l shall be deemed to relieve the Trustee of any liability imposed l pursuant to section 6.07 hereof. In the event that any exception 1 taken by the Company cannot be amicably adjusted, the Company i i may, within one year of the date of such exception, file the 1

                    - written report in a court having jurisdiction and upon the audit thereof any and all such exceptions which may not have been amicably settled shall be heard and adjudicated.          Any exception not so filed within one year shall be daemed waived and any liability of the Trustee with respect thereto shal.1 be deemed released.

s ., ., All records and accounts maintained by the Trustee with respect to the Master Trust and the Funds shall be preserved for such period as the Company shall specify and in the absence of any instructionc from the Company shall be preserved for a period of four (4) years. Upon the expiration of any such required retention period, the Trustee shall have the right to destroy such records and accounts after first notifying the Company in writing of its intention and transferring to the Company any records and accounts requested by the Company. 6.06 Tax Returns and Otner Reports. The Company, or the Trustee at the Company's direction, shall prepare and file _ all . federal, - state and - local income or - franchise tax returns or other reports (including estimated tax returns and information returns) as may be required from time to time with respect to the Qualified Fund, and the Trustee agrees to provide the Company in a timely manner with any information which is necessary to such tilings which is not in the possession of the Company. The Trustee shall prepare and submit to the Company in a timely manner all information requested by the Company regarding the Funds required to be included in the Company's federal, state and local income tax returns or other reports (including estimated tax returns and information returns). The Trustee may employ independent certified public accountants or other tax counsel to prepare or review such returns and reports and the reasonable cost thereof shall be an administrative cost. The Trustee agrees to sign any tax returns or other reports where required by law to do so or arising out of the Trustee's responsibilities hereunder,

A; . . r .. i and to remit from the Master Trust . appropriate payments or s deposits ' of federal, state and' local income or franchise taxes 9 directly to the taxing agencies or authorized depositaries or to 3

               .the Company,--in the event that the Company has directly paid such taxes.   'Any interest or' penalty charges assessed' against the Master Trust pursuant to Chapters 67 or 68 of the Code, or pursuant to any similar state or local . tax provisions, as a result of the Trustee's failure to comply with this Section 6.06 shall be an administrative expense unless caused by the Trustee's negligence or wilfull misconduct, in which case such interest or                                              l penalty charges shall be borne by the Trustee and not the Master Trust, The- Trustee ; agrees 7.to motify".the : Company -in writing within ~ 10 days of the commencement of the audit- of any Qualified Fund's federal, state, or local. tax returns, and to participate with the Company on behalf of the Qualified Fund in such audits and related inquiries.             The Trustee further agrees to provide the Company   with _any        additional information in its possession regarding the Master Trust which may be requested by the Company to be furnished in an audit of the Company's federal, state, or local tax returns.

6.07 Liabilitv. (a) The Trustee shall not be liable for any loss or injury resulting from its actions or its performance 'of its duties hereunder or for its investment decisions in the absence of its own willful misconduct or negligence. In no event shall the Trustee be liable (i) for acting . in accordance with instructions from the Company's 1 R pthorized representative or pursuant to a legal opinion of e _ __ _ -

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                   . counsel to the Trustee or to the company, or (ii) for special or consequential damages or (iii) for the acts or omissions of The

Depository Trust Company, The Federal Reserve Bank,' Participants Trust Company or any. clearing agency or depositary regulated by l the' Securities and Exchange Commission.

                                                                    '(b)              Notwithstanding                                         anything             contained           in   this Agreement to the contrary, upon receipt of written notice from the Company (satisfactory in form to ' the Trustee)                                                                                                            identifying I                                                                                                                                                                                                       :

j persons and entities as " disqualified persons" which my not i ~ engage in transactions with the Master Trust because to do so i

would constitute "self-dealing" pursuant to Code Section 468A (e) (5) -ori -Code Section- 4 951. - {or -any ; applicable successor '

1

provisions), the Trustee shall refrain from authorizing or

) carrying out the transactions with such " disqualified persons" ]

unless the. decision to so refrain would require knowledge of ,

i i facts not apparent on the face of such transaction. In this { i ' latter case, the Trustee will so refrain only if it has knowledge '

j. of the pertinent facts and shall be under no obligation to 1

I- determine the facts. If the Trustee authorizes or carries out any transaction in violation of the . provisions of this clause { '(b), the Trustee (and not the Master Trust or any Qualified Fund)

shall be liable for any tax imposed on the Master Trust, any

                    ' Qualified Fund, or the Trustee pursuant to Code Section 4951 (or                                                                                                                  i l

any . applicable successor provision) and for any loss or damage a 4 ., sustained 'by the Master Trust, any Qualified Fund, or the 3 Company. Otherwise, the Trustee shall not be liable for any such tax or loss.

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i i < .. (c) The Company shall indemnify the Trustee and hold it harmless against any - and all claims, losses, liabilities, excise .' taxes, damages or reasonable expenses (including i attorneys' fees and expenses) howsoever arising from or in I connection with this Agreement or the performance of its' duties hereunder, together with any income taxes imposed on the Trustee l as a result .of any indemnity paid by it hereunder, provided, however, that nothing contained herein shall require that the Trustee be indemnified for any liability imposed pursuant to clauses (a) or (b) of this Section 6.07. Nothing contained i herein shall limit or in any way impair the right of the Trustee

                . 1     indemnif.icationTnder any .,other provision of .this -Agreement.              l (d)- The Company understands that when and if                the Trustee delivers property against payment, it may deliver such property prior to receiving final payment and that, as a matter of bookkeeping convenience, the Trustee may credit one or more of
                       -the Funds with ar.ticipated proceeds of sale prior to actual receipt of final payment.                The risks of non-receipt of payment shall be the Company's and the Trustee shall have no liability
                       ' therefor.
                                      .(e)    All credits to the Funds of the proceeds of sales and redemptions            of property and of -anticipated         income  from property shall be conditional upon receipt by Trustee of final payment and may be- reversed to the extent final payment is not
     ,                  received.        In the event that Trustee in its discretion advances l                         funds to Company to facilitate the settlement of any transaction, or elects to permit Company to use funds credited to the Funds in

  ,     e    '..

1

                                                        ?

anticipation of final payment, Company ' shall, immediately upon  ! demand, reimburse Trustee for such amounts plus any interest

                 ' thereon, and to secure such obligations as' well as any other L                 . obligations     of  Company    hereunder,         company   hereby         grants       a
                 - continuing security      interest     in  and pledges         to Trustes the property in the Funds and any funds so' credited.

(f) The provisions of this Section 6.07 and the right I a 1

                 -of the Trustee to claim the benefit thereof shall survive any                              l
                 . termination of this Agreement and any resignation                   er removal of

, the Trustee. l i a ~ VII. TRUSTEE'S GENERAL POWERS j , The Trustee shall have, with respect to the Master 3 Trust, the following powers, all of which powers are fiduciary i i powers to be exercised in a fiduciary capacity and in the best

j. interests of.this Master Trust and tue purposes hereof, namely:

7.01 Reaistration of Securities.. To hold any-stocks, bonds, securities, and/or other property in the i name of a nominee, in a street name, or by other title-holding device, without indication of trust and generally to exercise the powers cf an owner, including without limitation the power to vote in accordance with instructions provided' by the Company, with respect'to any such property whether so held--or held in its own name,'as Trustee.

4 7.02. Borrowina. To borrow money in such amounts and upon' such ; terms as the Company may authorize in writing as E necessary to carry.out the purposes of this Master Trust, and to a 4 d

                                              .       -        - - , . . y     ,   -..   ,w..   . - .    -

'. lg ', .,, pledge any securities or other property for the repayment of any' such loan as the' Company _may direct.  ! 7.03 Retention and Removal of Professional and Emnlovee Services.- 'To' employ attorneys,, accountants,' custodians, engineers, - contractors,- clerks and agents as may be reasonably necessary ' to ' carry out the purposes of this Master Trust. The reasonable' cost of any such employment shall be an administrative j 1 Cost. I 7.04- Delecation of Ministerial Powers. To delegate to other persons such ministerial powers and duties as the - Trustee may deem to be advisable. 7.D5 Powers -of Trustee to Continue -Until Final Distribution. To exercise any of such powers after the date on which the principal and income of the Funds under the Master Trust shall have become distributable and until such time as the entire principal of, and income from, the Master Trust shall have been actually distributed by the Trustee. It is intended that distribution of one or more of the Funds under the Master Trust will occur as soon as possible after termination of the Master Trust or any Fund.

                           .7.06   Discretion in Exercise of Powers.                      To do.any and all other acts which the Trustee shall deem proper to effectuate the - powers specifically conferred upon it by this Agreement, orovided,    however,   that the Trustee may not do any act or
                       .                                                                                                  i
,.              participate in any transaction which would                                                                 '

(a) contravene any provision of this Agreement; or j i l

    -,.       .    .                    .      ~ . , .                             -                             .     -.

E ::= ,,,l.-.,, ) l' (b) . Violate the terms and conditions of.any instructions ' provided in a written statement of the Company. 7.07 Deposit of Funds. To deposit funds in interest ' bearing account deposits maintained by or savings etificates issued by. The . Bank of New York in its separate corporate capacity, or in any other banking institution affiliated with The Bank of New York; crovided, however, .that the assets of a Qualified Fund may only be so deposited if the requirements of Applicable Tax Law are met. I 7.08 Loanina of Securities. To loan securities to brokers or ' dealers or - other borrowers under such terms and conditions - as - th'e.; company muthorizes pursuant 1 to sa - separate agreement. 7.09 Retention of Uninvested C.Agh. To hold uninvested cash awaiting investment and such additional cash balances as it shall deem reasonable or necessary, without incurring any liability for the payment of interest thereon. VIII. INVESTMENTS 8.01 General Investment Powers. The Company may appoint one or more investment managers, which may include the Trustee, to direct the investment of all . or part of the Master

                . Trust and, . as to the- Qualified Fund,          in accordance with the limitations set forth in the Applicable Tax Law.               (Each such investment manager      is   referred   to herein     as an   " Investment Manager" and collectively as " Investment Managers.")          The Company
                 'shall also have the right to remove such Investment Manager (s) .

a ~ ' . ., I I Whenever such appointment is made, the company shall provide i written notice of such appointment to the. Trustee, shall specify l the portion of the Master Trust with respect to which the Investment - Manager has been designated, and shall instruct the Trustee to segregate into specified accounts- those assets designated for management by each Investment Manager (each such i account is referred to herein as an " Investment Account"). To the. extent that assets are segregated into an Ins istment Account, the Trustee shall . be released and- relieved of all investment i; duties, responsibilities and liabilities customarily or i statutorily incident to a trustee with respect to the assets in each such InvestmentcAccount, and .as to such -Investment- Account the Trustee shall-act as custodian. The company shall caus.a the Investment Manager to certify in writing to the Trustee the identity of the person or persons authorized to give instructions or directions to the Trustee on behalf of such Investment Manager and to provide specimen signatures of such persons. The Trustee 1

                                                                                                                         )

may continue to rely upon and comply with all such certifications unless and until otherwise notified in writing by the company or an Investment Manager, as the case may be. 8.02 Direction by Investpent Manaaer(s). An Investment Manager designated by the Company to manage an Investment Account shall have authority to manage and to direct the acquisition and disposition of the assets of the Master

   ,.                  Trust, or a portion thereof, as the case may be, and the Trustee shall exercise the powers set forth in Article VIII hereof only when, if, and in the manner directed. by the Company in writing,

  .. ,   s, ,

t and' shall not be under any obligation to invest or otherwish manage any assets in the Investment Account. An Investment Manager shall have the power and authority, exercisable in its sole discretion ~at any time, and from time to time, to issue and place ordersi for the purchase or sale of portfolio securities directly with qualified brokers or dealers. The Trustee, upon proper notification'from an Investment Manager, shall settle the transactions in accordance with the appropriate trading authorizations. The Company shall cause each Investment Manager to' promptly provide to the Trustee written notification of each transaction and- shall cause each such Investment Manager to

            .. confirm in writing -(or 'cause- the broker 'or^ dealer

• to con' firm in '

writing) the settlement of each such transaction to the Trustee and to_the company. Such notification shall be proper authority for the Trustee to pay for portfolio securities purchased against i receipt thereof and to deliver portfolio securities sold against 4 payment therefor, as the case may be. All directions to the

Trustee by an Investment' Manager shall be in writing and shall be signed by a person who has been certified by such Investment Manager pursuant to Section 8.01 hereof as authorized to give

instructions or directions to the Trustee.

Should an Investment Manager at any time elect to place security transactions directly with a broker or a dealer, the j Trustee shall-not recognize such transaction unless and until it \/ has received _ instructions or confirmation of such fact from an Investment Manager. Should an Investment Manager direct the 1.

               -Trustee to utilize the services of any person with regard to the a

d

       ,                                                                 .            .n, . -          ---

          =-       -            - . -             ..     . . - - _ . . - - . .          -..--.- -. . . - . . . - . . .                                            .-.  -.-...~ . -

i --

y. .

             .,,   >g, L                                                                                            l assets under its management or control, such instructions shall'
                       'betin writing and chall specifically set forth the actions to be j                        taken by'the Trustee as-to such services.                                                                  In the event that an Investment                   Manager               places       security                       transactions                  directly          or directs the utilization of a service, such Investment Manager shall be solely responsible for the acts of -such persons. The sole duty of the Trustee as - to . such transactions shall be incident to its duties as custodian.

The authority of an Investment Manager and the terms and conditions of,the appointment and the retention of an Investment Manager shall be the responsibility solely of the company, and the Trustee shall not be deemed to be a . . party .or to . lave any obligations under any agreement with an Investment Manager. Any duty of supervision or review of the acts, omissions or overall performance of each Investment Manager shall be the exclusive responsibility of the Company, and the Trustce shall have no duty to review any securities or other assets purchased by an Investment Manager, or to make suggestions to an Investment Manager or to the Company with respect to the exercise or nonexercise' of any power by an Investment Manager.

                       -Notwithstanding the                                   foregoing,                the Trustee                   shall           review all transactions of which it is notified by an Investment Manager to determine 'if                   such- transactions                                  are         in conformance with the permitted investw.ats as set forth in Exhibit A annexed hereto, and if they are not, to so notify the company and the Investment j                        Manager.

l l-

                          ,   .- -, , - - . - + ,                                    --                      - . -        . -.. -,     .,,----,..n,.      - - ~ ,      -           , , - -

I 8.03 Trustee's General Investment Powers. The Trustee recognizes the authority of an Investment Manager to manage, invest, and reinvest the assets in an Investment Account pursuant to an Investment Manager Agreement and as provided in Article VIII of this Agreement, and the Trustee agrees to cooperate with any Investment Manager as deemed necessary to accomplish these tasks. Notwithstanding the foregoing, to the extent that the assets of the Master Trust have not been segregated into an Investment Account to be invested by an Investment Manager, the Trustee shall have the power to invest such assets in accordance with the written directions of the Company and, as to the Qualified Fund, in accordance with the limitations set forth in the Applicable Tax Law. Nothing in this Agreement shall restrict the Trustee, in its individual capacity, from acting as an agent for, providing banking, investment advisory, investment management and other services to, and generally engaging in any kind of business with others (including without limiting the generrtity of the foregoing issuers of securities, of money market instruments or of other property purchased or on behalf of the Master Trust or any of the Funds) to the same extent as if it tas not the Trustee

                . hereunder. Nothing in this Agreement shall in any way be deemed to restrict the right of the' Trustee, in its individual capacity, to perform services for any other person or entity, and the performance of such services for others will not be deemed to violate or give rise to any duty or obligation to the          ampany or the Master Trust not         specifically undertaken by the Trustee

c I i l 1 hereunder. Nothing in this Agreement shall linit or restrict the

                      ' Trustee,   in its individual capacity, or any of its officers, affiliates or employees from : buying, selling or. trading in any securities for its'or their own accounts.                The Trustee, in'its individua'l capacity, its officers, employees or affiliates, and its other clients may at any time have,                   acquire,  increase, decrease or dispose of positions.in' investments which are at the               l

) same time being acquired or disposed of 'for ' the account of the j- Master Trust or one or more of the Funds. The Trustee shall have no obligation to acquire for the Master Trust or any of the Funds

                        .a position in any property'which it acquires in its individual

{

                        .t:apacity,. ; tr. which tits officers,, emp1.oyees .or c: affiliates may
                        -acquire for~its or their own accounts or for the account of a l-                        client.

l IX. MISCELLANEOUS j 9.01 Headinas. The section headings set forth in this Agreement and the Table of Contents are inserted for convenience . of reference only and shall be disregarded in the construction or interpretation of any of the provisions of this Agreement.

   .                                 9.02. Particular Words.        Any word contained in the text of this Agreement shall be read as the singular or plural
                                                                               ~

and as the masculine, feminine, or neuter as may be applicable or pcrmissible ~in the particular context. Unless otherwise 4 specifically stated, the word " person" shall be taken to mean and

         .                include an. individual, partnership, association, trust, company, or corporation.

s

9.03 Severability of Provisions. If any provision of this Agreement or its application to any person or entity or in any circumstances shall be invalid and unenforceable, the i application of such provision to persons and in circumstances other than those as to which it is invalid or unenforceable and , the other provisions of this Agreement, shall not-be affected by , such invalidity or unenforceability. 9.04 Deljvery of Notices Under Artreement. Any notice, direction or instruction required by this Agreement to be given to the Company or the Trustee shall be deemed to have been properly given when delivered by personal service, mailed, 7ostage Trepaid,-.:by Tegistered ior ' certifi.ed mail, ' to the- person  ; to be notified as set forth below: , i If to the Company: i Boston Edison Company - P365 800 Boylston Street Boston, MA- 02199 Attention: Treasurer l If to the Trustee: The Bank of New York One Wall Street New York, New York 10286 Attention: Stephen P. Weis, Vice President The Company or the Trustee may change the above address by delivering notice thereof in-writing to the other party. l 9.05 Alterations and laewg2gnia. Tha Trustee and the Company understand and agree that r.cdifications or amendments may be rewired to this Agreement, and to the exhibits and schedules herato, from time to time to effectuate the purpose of the Master s

s ,. .. .

     #     a*

Trust and to comply with Applicable Law, Applicable Tax Law, any l Order, any changes in tax laws, regulations or ulings (whether published or private) of the Service and any similar cate taxing authority, and any other changes in the laws applicable to the Company or the Unit (s). This Agreement, and the exhibits hereto, may be altered or amended to the extent necessary or advisable to effectuate such purposes or to comply with such Applicable Law, 1 Applicable Tax Law, Order or changes.  ! Otherwise, this Agreement, and the exhibits and schedules hereto, may be amended, modified, or altered for any purpose requested by the Company so long as such amendment,

              - modification, -or .alterationrdoes not .af fect -the. tis       of the assets l

of the Fund to pay the costs of Decommissioning. I ~ Any alteration or amendment to, or modification of, l this Agreement or an exhibit herato must be in writing and signed by the Company and the Truc';ee. The Trustee shall execute any_ l such alteration, modification or amendment required to be executed by it and shall accept and be governed by any amended,  ! I aodified or altered schedule delivered to it but shall have no i duty to inquire or make any investigation as to whether any amendment, modification or alteration is consistent with this Section 9.05. 9.06 Successors and Assions. babject to the provisions cf Sections 2.09 and 6.01, this Agreement shall be binding upon and inure to the benefit of the Company, the Trustee and their respective successors, assigns, personal representatives, executors and heirs.

• ; '. . j

      .=    ..

l l 9.07 Governina Law; Jurisdiction; Certain Waivers. 4 (a) This Agreement, the Master Trust and all questions pertaining to their validity, construction, and administration 1 shall be interpreted, construed and determined in accordance with the internal substantive laws (and not the caoice of law rules) i of the State of New York to the extent not superseded by Federal . law. All actions and proceedings brought by Trustee relating to or arising from, directly or indirectly, this Agreement may be litigated in courts located in the State of New York and the Company hereby submits to the jurisdiction of such courts. The company and the Trustee hereby waive the right to a trial by jury

               .in any-action or proceeding brought hereunder.

(b) To the extent that, in any jurisdiction, the Company has or hereafter may acquire, or is or hereafter may be entitled to claim, for itself or its assets, immunity (sovereign or otherwise) from suit, execution, attachment (before or after judgment) or any other legal process brought by or on behalf of the Trustee and arising with respect to this Master Trust or the Trustee's functions hereunder, the company irrevocably agrees not to claim, and hereby waives, such immunity. 9.00 Accountina Year. The Master Trust shall operate on an accounting year which coincides with the calendar year, January 1 through December 31. 9.09 Countemarts . This Agreement may b2 executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. u.

      ~

I* *, . - - e i 9.10 Decommissionina Liability. Nothing in this l i Agreer.ent or in any Supplement is intended to impose .any I responsibility on the' Trustee for overseeing or paying the cost of the Decommissioning of the Unit other than, in the case of the i Trustee, the disbursement of funds in accordance with Article IV ,

                     ' hereof.

5 2 .; IN WITNESS WHEREOF, the company and the Trustee have set their hands and seals to this Agreement as of the day and year first above written. BOSTON EDISON COMPANY

                       -{ Seal)

By: IC Name: mart b.t+tp: k i

Title:

p.5 ,, f r. 4 . t u.a Tre m ,ce i [

                      . Attest:                                             .,

Name: %%(% 3 , () % ,g ONMk. o& W 0wfm THE BANK OF NEW YORK, as Trustee By: , N 18N () C+ ' Name: STCYt1FA Y WE 'S e

Title:

VKr PAE54 M 7 Attes '

                                                                               -i

[Name: /2,y 6

Title:

y's V65 ' o '

                       -RJS122894BOSTED2. DOC w:             .                 ...              _ . - .              .                -                                     . . . ,

            ~
        ..'e 1

l STATE OF MASSACHUSETTS ) . i ) ss: I- COUNTY ~OF '$ 6 [7./h. ) I, DhA LO. [o ' a Notary Public in and for the aforesaid jurisdirtion, c do he y certify that illorr S Ml.t .+- and l 71;.a:.h 6 . ,' u t , , who are personally. known to me to be the' persons I who executed the foregoing Master Deconmissioning Trust Agreement, personally appeared before me- in the aforesaid jurisdiction, and as t/a e I'r < s i,u ,ir c od T.- < ,n- a e and ('li d of 4 hr Le r ,, reau . - of BOSTON EDISON COMPANY, and by virtue of the power and authority l vested in them, acknowledged the same to be the act and deed of 4 hsw.3 Ed,se n Company, and they executed the same as such. 1 A Given under my hand and seal this L day of lem , 19 I

                          \

(NOTARIAL SEAL) Notidy %blici [ ' CoImonwealth o d M' achusetts My co atission expires \M 1 .

     .    . . s  .

STATE OF NEW YORK )

                                           )   ss:

COUNTY OF NEW YORK ) I, A:CCAT T 74 rA .N. A , a Notary Public in and for the and _aforesaid jurisdiction, OcJ4 ARA -> /iA M'Ji do hereby certify that WF.A C. e3 d : .p'.s to be- the persons

                                                           ,   who are personally known to me who    executed      the        foregoing           Master Decommissioning Trust Agreement, personally appeared before me in the aforesaid jurisdiction, and as              l/tG fWE" < 2;OW                          and Uf CE PP45'J6'Yof THE BANK OF NEW YORK, and by virtue of the power and authority vested in them, acknowledged the same to be the act and such.

deed of THE BANK OF NEW YORK, and they executed the same as I under my hand and 30 N day

                   %gtsMSR ,1        .

seal this of f.<OTARIAL SEAL) 9 db , Notary Public, State of g g g bloemry Pubuc. Stato of th York My commission expires _ k 05m e90s MIsiMSWe@S i I e W

          . . -.     . . _      .      _.          -   - . _ _        -      .       ._ _.   -= -      -   . ..- .

EXHIBIT A The Qualified Fund and Non-Qualified Fund may be invested in any of the following: fixed income securities including but not limited to, corporate bonds and securities issued or guaranteed by the U.S. government or its agencies or instmmentalities such as Federal National Mortgage Association and Federal - Home Loan Mortgage Corporation, as well as securities issued or guaranteed by state, local and foreign governments or related agencies or instmmentalities, mortgage-backed and asset-backed securities, collateralized mortgage obligations, REIT debt, zero coupon securities, trust preferred securities, qule 144A private placement securities, foreign securities (including, but not limited to, U.S. and non U.S. dollar denominated securities, eurobonds and yankee bonds), emerging market debt securities, Supranational debt, convertible securities (including

                           " busted" convertibles and equity securities into which or for which such convertible securities are converted or exchanged), preferred stock, foreign currency exchange transactions and commercial paper and other cash equivalents.

t I l 1 9

         -          .. -      _.     .- - . , . - . .      - .       . - . . . ~ - . . - - .   . - , = . .   . . . . - - - . _ - - . . . . .
    * . ., o ' ,

4 4 EOSTONEDISON

'                                                                     800 Boylston Street Boston, Massachusetts 02199 i

a i July 30,1998 i Mr. Ivor Finnegan Administrator The Bank ofNew York a Master Trust / Master Custody Division i One Wall Street - 12th Floor  ! New York, New York 10286 RE: Boston Edison Company Decommissioning Trust  !

Dear Mr. Finnegan:

i

               ' Enclosed is a revised Exhibit A to the trust agreement reflecting expanded investment guid for both the Qualified and Non-Qualified Funds. Loomis Sayles will begin utilizing the new investment . guidelines.immediately.

Ifyou have any questions, please call Deborah Flanagan at (617) 424-3974. ,i Sincerely, j bW 4 Robert J. Weafer Vice President Finance and Controller v cc: Martha Hodgman, Loomis Sayles & Company Attachment i P.NDT\Finnegan I t

                                                                                             +

  - - --           -      . - . - . . . . .. . . . - . . - . -         .. . _ - . . - . ~ - ~ . . . . . - . .    . - . .. - - .. -. . -
    's ~4.* 's m) 2h0I0 EXHIBIT A a

Permitted invastments for both the Qualified Fund and Non-j qualified Fund are limited to the following:

1. U.S.' Treasury bills, notes and bonds l l'

. 2. obligations of U.S., state and local governments

3. Time and demand deposits of U.S. banks or credit unions

? I d i j I I 4 I l a i l 4 1

       ,. . ?a .

EXHIBIT B

                                              .CEBTIFICATE NO.

The undersigned Authorized Representative of Boston Edison Company, a Massachusetts Corporation, being duly authorized and empowered to execute and deliver this Certificate, hereby certifies that payments in the amounts and to the payees listed below are for obligations duly incurred by the Company for the Decommissioning of Pilgrim Nuclear Power Station under Applicable Law and hereby directs the Trustee of the Boston Edison Company

Master Decommissioning Trust (Master Trust), pursuant to Article IV of the Master Trust Agreement to pay to each payee listed, including the Company 1-f. so listed, '-(Payees)-in~ Exhibit -1 hereto, the amounts set forth therein, and certifies that the payments requested are proper expenditures of the Master Trust.

Accordingly, request is hereby made that the Trustee provide for the withdrawal of $ from the Pilgrim Nuclear- Power Station (Qualified /Nonqualified) Fund (and

Subaccount(s)) in order to permit payment of such sum to be made to the Payees. You are further requested to disburse such sum, once withdrawn, directly to such Payees in the following manner:

(CHECK / WIRE TRANSFER / ] on or before , 19._ . WITNESS MY HAND THIS day of , 19._ . BOSTON EDISON COMPANY By: Name: Authorized Representative

          )...,

FIRST AMENDMENT

 ,                                                          TO THE BOSTON EDISON COMPANY MASTER DECOMMISSIONING TRUST AGREEMENT FOR PILGRIM NUCLEAR POWER STATION This First Amendment is entered into as of the 12th day of December,1996, by and between Boston Edison Company, a Massachusetts Corporation (the " Company"), and The Bank of New York, as Trustee (the " Trustee"), a New York banking corporation having trust powers.

WHEREAS, The Company and the Tmstee have entered into that certain Master Decommissioning Trust Agreement for Pilgrim Nuclear Power Station (the " Unit") dated January 1, 1995 (the Agreement). pursuant to which, among other things, the Company established the Funds for the exclusive purposes of holding monies for the decommissioning of the Unit, to constitute qualified and nonqualified nuclear decommissioning reserve funds for the Unit, and to comply with reculatory provisions relating to decommissioning or to the tax treatment of decommissioning funds and costs; i WHEREAS, in Section 9.05 of the Agreement, the parties specifically reserve the right to amend the Agreement; and WHEREAS, The Company and the Tru.; tee desire to amend the Agreement to incorporate certain provisions now required pursuant to Treasury Regulations section 1.468A-5(a) (4).

                                                                                                                            )

NOW, THEREFORE, the parties hereby agree as follows: l

1. Section 9.05 of the Agreement is hereby amended by adding the following sentence i to the end ofsuch section:

                            "Notwithstanding the foregoing, this Agreement shall not be amended                             !

so as to violate Code section 468A or the regulations thereunder, as i amended from time to time."

2. A new Section 2.10 is hereby added to the Agreement to read as follows:

                            "2.10 Use of Oualified Fund. The assets of the Qualified Fund shall be used only as authorized by Code section 468A and the regulations thereunder as amended from time to time."

L . . . ..

S *. . 'y.. ., 1

3. Each of the capitalized terms used herein shall have the same meaning given to such term

  .           in the Agreement.

4. This First Amendment may be executed in any number of counterparts, each of which shall '

be deemed an original, but all of which together shall constitute one and the same instrument.

5. This Fint Amendment shall be govemed by and construed under the law of the State of New York to the e xtent not superseded by Federal law.

6. This First Amendment, together with the Agreement, sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes and replaces any prior understandings, agreements, or statements (written or oral).

7. The Agreement is hereby restated, con'umed and ratified in all respects and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto, each intending to be legally bound hereby, have executed this First Amendment as of the date first above wTitten. BOSTON E3ISON COMPANY By: M doob4 RoberW. Weafe[ Vice President - Finance and Controller ATTEST: aAr9 kw ( THE BANK OF NEW YORK By: Im (11EATV  !

                                                                                     'Steph@n P. Wei(                       )

Vice President ST:

                                                                                           ~

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