ML20113H912
| ML20113H912 | |
| Person / Time | |
|---|---|
| Site: | Vogtle  |
| Issue date: | 07/31/1992 |
| From: | GEORGIA POWER CO. |
| To: | |
| Shared Package | |
| ML20113H911 | List: |
| References | |
| NUDOCS 9208060149 | |
| Download: ML20113H912 (6) | |
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LGeo:gis Poner d VEGP Decommissioning Funding Plan Revision 1 Page Replacement Instructions
- 1. Replace old page 7 with attached page 7, Rev No. 1
- 2. . -Replace old Tables 4, 5, 12 and 13 with attached Tables 4, ;
-S,-12-and-13, Rev. No. 1
- 3. Replace old Exhibit "A" Qualified Master Trust Agreement
-between GPC and Bank South with the attached Master Trust Agreement between GPC and Bank of New York. DO NOT DISCARD GPC BOARD OF DIRECTORS' RESOLUTIONS
- 4. Discard old Exhibit "B" Nonqualified Master Trust Agreement between GPC and Bank South
- 5. Move GPC Board of Directors' resolutions from Exhibit "A" to Exhibit "B"
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9208060149 920730 PDR ADOCK 05000424 i PDR l
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v l' f II. C_O-OWNER FUNDING APPROAClim A, Georgia Power Company ("GPC").
GPC has selected the external sinking fund method of funding the decommissioning costs associated with its proportionate inter-est in VEGP Units-1 and 2. Specifically, GPC has made an initial contribution and will make annual contributions to a trust fund, having separate accounts for each unit, such that the principal and accumulated earnings, less those amounts necessary to pay the ex-penses of administering the trust,.will at least equal GPC's share of the NRC prescribed minimum amount for the VEGP units, on the current expiration dates of the operating licenses of VEGP Units 1 and 2. Because a portion of GPC's annual decommissioning trust fund contributions will not qualify for tax deductibility under IRS regulations, GPC has established two separate trust funds, one for qualified funds and the other for non-qualified funds. Pursuant to Section 50.75(b) of the Rule, a copy of GPC's Master Trust Agreement, executed by GPC and Bank of New York, as trustee, is attached hereto as Exhibit "A". A certified copy of the resolu-tions of the GPC Board of Directors concerning nuclear decommis-sioning, adopted January 17, 1990, is attached hereto as Exhibit "B".
-Tables 4 and 5 show GPC's trust fund contributions, fund earn-ings and cumulative fund balance over the current operating lives of VEGP Units 1 and 2, respectively. The trust fund contributions shown on Tables 4 and 5 are those necessary to meet the NRC minimum funding amounts projected in 1990. The fund earnings rate of 6.00%
is the annual earnings rate assumed after payment of taxes and expenses necessary to administer the trust fund.
For your information, GPC will make trust fund contributions in addition to those identified on Tables 4 and 5, pursuant to the latest VEGP site specific decommissioning cost study, to the extent authorized by the Georgia Public Service Commission to be included in GPC's cost'of service.
Based on the information presented herein, GPC has concluded that reasonable assurance exists that funds will be available to decommission each VEGP unit on the current expiration date of each unit's operating license in an amount at least equal to GPC's per-cent interest in such unit times the NRC prescribed minimum funding amount for such unit set forth in Section 50.75(c) of the Rule.
GPC's certification of the foregoing, pursuant to Section 50.75(b) of-the Rule, is attached hereto as Exhibit "C".
Rev. No. 1 July 1992 7
. - __ . __ _ _ . ._ _._ m TABLE 4 - '
" ..- GEORGIA POWER COMPANY NUCLEAR DECOMMISSIONING FUND -
VOGTLE ELECTRIC GENERATING Pl. ANT UNIT 1
-($000)
Begin of End of Calendar Year Fund Authorized Year NRC Rule -
Year- Fund Bal Eambos Contribution Fund Bal Minimum 3/15/90 0 0 387 387
-1990 387 19 1,548 1,954 1991 1,954. 11' 1,787 3,858 1992 3,858 C1 2,504 6,593 1993- 6,593 396 2,504 9,493 1994 9,493 570 2,504 12,567 1995 12,567 _754 2,504 15,825 1996 ~ 15,825 949' 2,504 19,279 1997 19,279 1,157 2,504 22,939
-1998 22,939 1,376 2,504 26,820 1999- 26,820 1,609 2,504 30,933 2000. 30,933 1,856 2,504 35,293 2001 .35,293 2,118 2,504 39,915 ,
-2002 39,915 2,395 2,504 44,814 2003 44,814 2,689 2,504 50,007 2004 50,007 3,000 2,504 55,511 -
2005 55,511 3,331- 2,504 61,346 2006 61,346 3,681 2,504 67,531 2007_ 67,531 -4,052 2,504 74,087
?'X)8 74,087 4,445 2,504 81,036 2L% 81,036 4,862 2,504 88,403 2010- 88,403- 5,304 2,504 96,211 2011 96,211- 5,773 F.,504 104,488 2012 104,488 6,269 2,504 113,261 2013 113,261 6,796 2,504 122,561 2014- 122,561 7,354 2,504 132,419 2015- 132,419 7,945 2,504 142,868 2016- .142,868 8,572 2,504 153,944 2017 153,944 9,237 - 2,504 - 165,685 2018 165,685 9,941 2,504 178,130 2019 178,130 10,688 2,504 191,322 2020 191,322 11,479 2,504 205,306 2021 205,306 = 12,318 2,504 220,128
.2022- 220,128 13,208 _ 2,504 235,840 2023- - 235,840.. _14,150 2,504 252,494 2024= 252,494- 15,150 2,504- 270,148
-2025 270,148- -16,209. 2,504 '288,861 2026 288,861 17.332 2,504 308,697
-2027 L 300,697 811 110l 309,618 l 309,618 l Total- 218,142 91,476 4
Note: Results reflect fund eamings thru January 16,2027 Annual Fund Eamings Rate 6.00%
Amounts may not reconcile due to rounding. Rev.'No.1 Revised 5/92 : Filename:HNRC2 July 1992
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TABLE 5 i
- GEORGIA POWER COMPANY NUCLEAR DECOMMISSIONING FUND VOGTLE ELECTRIC GENERATING PLANT UNIT 2
($000)
Doginof End of Calendar Year Fund Authorized Year NRC Rule Year Fund Bal Earnings Contribution Fund Bal Minimum 3/15/90 0 0 881 881 1990 881 42 1,553 2,476 1991 2,476 149 1,739 4,363 1992 4,363 262 2,344 6,969 1993 6,969 418 2,344 9,731 1994 9,731 584 2,344 12,658 1995 12,658 760 2,344 15,762 1996 15,762 946 2,344 19,051 1997 19,051 1,143 2,344 22,538 1998 22,538 1,352 2,344 26,234 1999 26,234 1,574 2,344 30,152 2000 30,152 1,809 2,344 34,305 2001 34,305 2,058 2,344 38,707 2002 38,707 2,322 2,344 43,373 2003 43,373 2,602 2,344 48,319 2004 48,319 2,899 2,344 53,562 2005 53,562 3,214 2,344 59,119 2006 59,119 3,547 2,344 65,010 2007 65,010 3,901 2,344 71,254 2008 71,254 4,275 2,344 77,873 2009 77,873 4,672 2,344 84,889 2010 84,889 5,093 2,344 92,327 2011 92,327 5,540 2,344 100,210 2012 100,210 6,013 2,344 108,566 2013 108,566 6,514 2,344 117,424 2014 117,424 7,045 2,344 126,813 2015 126,813 7,609 2,344 136,766 2016 136,766 8,206 2,344 147,315 2017 147,315 8,839 2,344 158,498 2018 158,498 9,510 2,344 170,352 2019 170,352 10,221 2,344 182,916 2020 182,916 10,975 2,344 196,235 2021 196,235 11,774 2,344 210,353 2022 210,353 12,621 2,344 225,318 2023 225,318 13,519 2,344 241,181 2024 241,181 14,471 2,344 257,995 2025 257,995 15,480 2,344 275,819 2026 275,819 16,549 2,344 294,712 2027 294,712 17,683 2,344 314,738 2028 314,738 18,884 2,344 335,966 2029 335,966 2,209 257l 338,432 l 338,432 l Total 247,284 91,148 Note: Results roflect fund earnings thru February 9,2029 Annual Fund Earnings Rate 6.00 %
Amounts may not reconcile due to rounding.
Revised 5/92 Filename:HNRC92 Rev. No. 1 July 1992
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0 8 TABLE 12 CONSOLIDATED NUCLEAR DECOMMISSIONING FUND VOGTLE ELECTRIC GENERATING PLANT UNIT 1
($000)-
END OF YEAR FUND BALANCES Calendar NRC Rule Year GPC OPC MEAG Dalton Total Minimum 1990 1,954 3,527 3,310 685 9,476 1991 3,858 4,591 4,318 740 13,507 1992 6,593 5,740 5,395 800 18,528 1993 9,493 6,981 6,549 864 23,887 1994 12,567 8,322 7,783 933 29,605 1995. 15,825 9,769 - 9,103 1,007 35,704 1996 19,279 11,333 10,516 1,088 42,216 1997 22,939 13,021 12,027 1,175 49,162 1998 26,820 14,845 13,645 1,269 56,579 1999 30,933 16,814 15,375 1,370 64,492 2000 35,293 18,941 17,227 1,480 72,941 2001 39,915 21,238 19,209 1,598 81,960 2002 44,814 23,719 21,329 1,726 91,588 2003 50,007 26,398 23,597 1,864 101,866 2004 55,511 29,292 26,025 2,013 112,841 2005 61,346 32,417 28,622 2,174 124,559 2006 67,531 35,792 31,401 2,348 137,072 2007 74,087 39,437 - 34,375 - 2,536 150,435 2008 81,036 43,374 37,556 2,739 164,705 2009 88,403 47,626 40,961 2,958 179,948 2010 96,211 52,218 44,604 3,195 196,228 2011 104,488 57,177 48,501 3,451 213,617 2012 113,261 62,533 52,672 3,727 232,193 2013 122,561 68,318 57,135 4,025 252,039 2014 132,419 74,565 61,909 4,347 273,240 2015 142,868 81,312 67,019 4,694 295,893 2016 153,944 88,599 72,48S 5,070 320,099 2017 165,685 96,469 78,335 5,476 345,965 2018 178,130 104,968 84,594 5,914 373,606 2019 191,322 114,147 91,291 6,387 403,147 2020 205,306 124,061 98,457 6,898 434,722 2021 220,128 134,768 106,125 7,450 468,471 2022 235,840 146,331 114,329 8,045 504,545 2023 252,494 158,819 123,107 8,689 543,109 2024 270,148 172,307 132,500 9,384 584,339 2025 288,061 186,873 142,551 10,135 628,420 2026 308,697 202,605 153,305 10,946 675,553 2027 309,618 203,314 153,793 10,984 l 677,710 l 677,502 l Note: Results reflect fund eamings and contributions thru January 16,2027.
Amounts for Dalton reflect estimated value of bonds at year-end.
Amounts may not reconcile due to rounding.
Filename: HNRC92 Revised 5/92 Rev. No. 1 July 1992
TABLE 13 CONSOLIDATED NUCLEAR DECOMMISSIONING FUND VOGTLE ELECTRIC GENERATING PLANT UNIT 2
($000)
END OF YEAR FUND BALANCES Calendar NRC Rule Year GPC' OPC MEAG Dalton Total Minirnum 1990 2,476 1,770 _1,860 643 6,749 1991 4,363 2J61 2,816 694 10,634 1992 6,969 3,832 3,838 750 15,389
=1993 9,731 4,989 4,933 810 20,463 1994 12,658 6,238 6,103 875 25,874 1995 15,762 7,588 7,356 945 31,651 1996 19,051 9,045 8,697 1,020 37,813 1997 22,538 10,619 10,131 1,102 44,390 1998- 26,234' 12,318 11,665 1,190 51,407
~1999 30,152 14,154 13,307 1,285 58,898 2000 34,305 16.136 15,064 1,388 66,893 2001 38,707 18,277 16,944 1,499 75,427 2002 43,373 20,589 18,956 1,619 84,537
'20031 48,319 . 23,087 21,108 1,749 94,263 2004 53,562: 25,784- 23,412 1,889 104,647 '
2005- 59,119 -28,697 25,876 - 2,040 : 115J32 2006 65,010 31,843 28,513 2,203 127,569
_2007.- 71,254' 35,240 31,334 2,379 140,207 2008- 77,873 38,910 34,353 2,570 153,706 2009 ' 84,889 - 42,872' 37,583 2,775 168,119 2010 92,327 47,152- 41,039 2,997 183,515 2011 100,210 51,775 44,738 3,237 199,960 2012- 108,566 - 56,767 48,695 3,496 217,524 2013 117,424 62,158 52,929 3,776 236,287 2014 126,813 67,981 57,459- 4,078 256,331
-2015 136,766- 74,270 62,307 4,404 277,747 2016 147,315. 81,061 - 67,494 - 4,756 300,626 2017- 158,498 88,396- 73,044 5,137 325,075 2018 170,352 96,318 78,982 5,548 '351,200 -
2019 182,916 - 104,874 85,337 5,991 379,118 2020 196,235 114,114 92,136 6,471- 408,956 2021 . 210,353 124,093- 99,411 6,988 440,845 2022 ~ 225,318~ 134,871 107,195 7,547 474,931
.2023 241,181 - 146 511 115,524 8,151 511,367
-2024 257,996- 159,082 124,436 8,803 550,316 2025 275,819' '172,658 133,972 9,507 591,956 2026 294,712 - 187,321 144,176 10,268 636,477 2027-- 314,738 203,157 155,094 11,089 684,078 2028- 335,966 220,260 166,776 11,977- 734,979
-2029 336,432 222,191 168,105 12,082 l 740,810 l 740,551 l Note: Results renect fund earnings and contributions thru February 9,2029,
' Amounts for Dalton reflect estimated value of bonds at year-end.
Amounts may not reconcile due to rounding.
Fuename: HNRC92 Revised 5/92 Rev. No. 1 July 1992
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MASTER TRUST AGREEMENT FOR THE.
DECOMMI~3IONING OF NUCL"AR PLANTS BETWEEN GEORGIA POWER COMPANY AND THE BANK OF NEW YORK, AS TRUSTEE 1
Effective June-15, 1992 J
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TABLE OF CONTENTS ARTICLE'I
. TITLE - PURPOSE - POLICY'- EFFECT
.1.1 Name of Trust 3 1.2 ' Definitions- 3 1.3. Purpose 5 1.4- Effect 6
'1.5- Domestic Trust 6 1 ~. 6 Trusteo Not Responsible for Enforcing Contributions oc for sufficiency 6 ARTICLE II PARTICIPATION
- 2.1! Eligibility 7:
- 2. 2 = Fund Interest in Investment Accounts 7.
2.3 1 valuations 7-
-ARTICLE III PAYMENT.0F DECOMMISSIONING 3.1 Payment for Decommissioning Activities 8 3.2_ Payments Purcuant to NRC Direction- 8 3.3- Responsibility for Decommissioning 8 L3.4 Reversion of Company Contributions. 9
3.5 Payment'or
Reimbursement of. '
- ! Administrative-Expenses- 9
?3;6; Prohibition'Against Assignment or Alienation 10 ARTICLE IV INVESTMENT OP TRUST ASSETS 4 .1' Asset Managers . 11 4.2 Investment Discretion 11 4.3 -Limitations on Investment Discretion 11 4.4- -Responsibility.for Diversification 12
- This- Table of contents is- for the convenience of the parties'only and is not a part of the attached Master Trust
-Agreement.
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ARTICLE V RESPONSIBILITY FOR DIRECTED FUNDS 5.1 -Responsibility for Selection of Agents 13 5.2 Trustee Not Responsible for Investments in Directed Funds is 5.3 Investment Vehicles 13 5.4 Reliance on Asset Manager 13 5.5 Merger of Funds 14 Notification of company in Event ^* Orcach 5.6 14 5.7 Definition of Knowledge 14 5.8 Duty to Enforce claims 15 5.9 Restrictions on Transfer 15 ARTICLE VI POWERS OF ASSET MANAGLRS 6.1 General Powers 16 6.2 Additional Powers of Trustee 17 ARTICLE VII RECORDS AND ACCOUNTS OF TRUSTEE 7.1 RecordJ 19 7.2 Annual A:: count 19 7.3 Account Stated 19 7.4 Judicial Accountings 19 7.5 Necessary Parties 19 7.6 Responsibility for Notices and Filings with the NRC and the Internal Revenue Service 19 ARTICLE VIII COMPENSATION, TAXES, AND EXPENSES 8.1 Compensation and Expenses 20
- 8. 2- Taxes 20 8.3 Allocation 20 ARTICLE IX RESIGNATION OR REMOVAL OF TRUSTEE 9.1 Resignation or Removal 21 9.2 Designation of Successor Trustee 21 9.3 Reserve for Expenses 21 11
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ARTICLE X WITHDRAWAL OF PARTICIPATING PLANS 10.1 Event of Withdrawal 22 10.2 Approval of Appropriate Agancies 22 ARTICLE XI AMENDMENT OR TERMINATION 11.1 Amendment 23 11.2 Termination 23 11.3 Trustee's Authority to Survive Termination 23 ARTICLE XII --
AUTHORITIES 12.1 Company 12.2 24 Investment Manager 24 12.3 Form of Communicationt 24 12.4 Continuation of Authority 24 12.5 No Obligation to Act on Unsatisfactory Notice 24 ARTICLE XIII GENERAL PROVISIONS 13.1 Governing Law 25 13.2 Entire Agreement 10.3- Experts 25 25 13.4 Successor to the Trustee 25 13.5 Notices 25 13.6 No Walver; Reservation of Rights 25 13.7. Descriptive Headings 26 ARTICLE XIV UNDERTAKING BY COMFANY 14.1 Undertaking 27 14.2 Limitation on Undertaking 27 111
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MASTER TRUST AGREEMENT This Trust Agreement is hereby entered into this day of , ,
effective as of June 15, 1992, by and between Georgia Power Company, a corporation organized and ex3 sting under the laws of the State of Georgia, and The Bank of New Yorkc a corporation organized and existing under the laws of the State of New York, as Trustee.
H I I H E E E E I H:
WHEREAS, Georgia Power Company (hereinafter referred to !
as tho " company") presently owns a portion of and operates nuclear power facilities at Plant Hatch and Plant Vogtle pursuant to nuclear facility operating licenses issued by the U.S. Nuclear Regulatory Commission; and WHEREAS, such operating licenses are expected to expire beginning in the year 2014, at which time the company desires to begin removing the affected nuclear facilities safely from service and reducing the residual radioactivit permits termination of the applicable license;y andto a level that WHEREAS, the Nuclear Regulatory Commission, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy-
' Reorganization Act of 1974, has promulgated regulations in Title 10, Chapter I of the Code of Federal Regulations, Part 50, with respect to the radioactive decommissioning of nuclear power facilities; ar.d.
WHEREAS, Section 50.75 of Title 10 of the code oof Federal Regulations requires that a holder of, or an appl.icant for, a license to operate a nuclear power facility provide assurance that funds will'be available when needed for required radioactive decommissioning activities; and WHEREAS, the Company, as a co-licensee of nuclear power unJks at Plant Hatch And Plant Vogtle, is subject to such regulations governing the funding of radioactive decommissioning
. costs; and WHEREAS, the Company has elected to use a trust fund to provide'its portion.of the radioactive decommissioning costs attributable to its ownership interests in Plant Hatch and Plant Vogtle, as- identified in Exhibit A attached hereto and
' incorporated herein by reference, and such other nuclear power facilities whose radioactive decommissioning costs are eligible for funding herein; and J
.o .c WHEREAS, the company 1.4 ends to fund and maintain in trust at least its portion of the minimum funding requirements established by the Nuclear Regulatory Commission for the radioactive decommissioning of its nuclear power fccilities; and WHEREAS, the Company intends that its radioactive decommissioning costs tnat may be funded through deductible contributions made and invested pursuant to Section 468A of the Internal Revenue Code of 1986, as amended, shall be held under the terns and provisions of the Master Occommissioning Trust and that any such other radioactive decommissioning costs required or permitted by the Nuclear Regulatory Commission not deductibie pursuant to Section 468A of the Internal Revenue Code of 1986, as amended, may be funded through this Master Decommissioning Trust; and WHEREAS, Company and Bank South, N.A. entered into effective January 1, 1989 a Qualified !' ister Trust Agreement for the Decommissioning of Nuclear Plants and a Nonqualified Master Trust Agreement for the Decommissioning of Nuclear Plants; and WHEREAS, Company now desires to combine the assets of those trusts, respectively, and have tl.ose assets held in one trust; and WHEREAS, The f.ank of New York is willing to act as Trustee of the Master Decommissioning Trust upon all of the terms and conditions set forth herein.
NOW, THEREFORE, the Board of Directors of Georgia Power Company and The Bank of New York, as Trustee, declare and agree that The Bank of New York shall receiv'e, hold, and administer all sums of money and such other property acceptable to The Bank of New York, as shall from time to time be contributed, paid, or delivered to it hereunder, IN TRUST, upon the terms and conditions as set forth herein.
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ARTICLE I Title - Purpose - Policy - Effsst 1.1. Name of Trust. The master decommissioning trust established hereunder shall be known as the Master Trust for the Decommissioning of Nuclear Plants and is sometimes hereinaf ter referred to as the " Trust" or as the " Master Decommissioning Trust."
1.2. Definitions. Where used in this Trust Agreement, unless the context otherwise requires or unless otherwise expressly provided:
(a) " Account Party" shall mean an officer of the Company designated to represent the Company for this purpose and any Person to whom the Trustee shall be instructed by e the Company to deliver its annual account under Section 7.2.
(b) " Accounting Period" shall mean either the twelve (12) consecutive month period coincident with the calendar year or the shorter period in any year in which the Trustee accepts appointment as Trustee horcunder or ceases to act as Trustee for any reason.
(c) " Asset Manager" shall mean the Trusten (other than for purposes of Article V) or Investment Manager, individually or collectively as the context shall require, with respect to those assets held in an Investment Account over which it exercises, or to the extent it is authorized to exercise discretionary investment authority or control.
(d) " Bank Business Day" shall mean a day on which the Trustee is open for business.
(e) " Board of Directors" shall mean the Board of Directors of the Company.
(f) " Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and regulations issued thereunder.
(g) " company" shall mean Georgia Power Company, or any successor thereto.
(h) " Decommission" shall mean to remove a nuclear power facility safely from service and reduce residual radioactivity to a level that permits releas9 of the property for unrestricted use and termination of an NRC operating license.
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[(i)' " Decommissioning costs" shall mean the company's proportionate share of the direct and indirect expensen >
arising:from_or relating to the Decommissioning of a Participating: Unit.
L(j)> " Directed Fund" shall mean any Investtent Account, or-part thereof,. subject to the discretionary management and
- control 1 of-any Investment Manager.
(k) " Discretionary Fund" shall mean any Investment
. Account, or part thereof, subject to the discretionary-management and control of the Trustee.
(1) " Equitable Share" shall mean the interest of any Participating Unit in any Investment Account.
(m) " Fund".shall mean a Qualified Fund or a Nonqualified Fund. "Nonqualified Fund" shall mean a fund established for a Participating Unit to Decommission a nuclear power facility pursuant to the Atomic Energy Act of 1954,nas amended, and the-Energy Reorganization Act of 1974
- and the. regulations thereunder, the assets of which are held by this Master Decommissioning Trust consisting of such-Participating Unit's Nonqualified Assets. " Qualified Fund" shall mean a fund established for a Participating Unit to
_ Decommission a nuclear power _ facility pursuant to the Atomic
- Energy _Act of-1954, as amended, and the Energy Reorganization Act of 1974 and the regulations thereunder the assets of which are held by this-Master Decommissioning Trust consisting of such Participating Unit's Qualified Assets.
.(n) " Investment Account" shall mean each pool of
- assets in the-F. aster Decommissioning Trust in which one or more: Participating. Units has an interest during an
. Accounting 1 Period.
.(o) " Investment Manager"-shall mean a. bank or
-investmentLadviser who is registered as an investment adviser under the Investment Advisers Act of 1940.
(p) " Investment Vehicle" shall mean any common, collective,_or commingled trust, investment corpany, corporation functioning-as an investment-intermediary, or other-entity-or arrangement to which,-or pursuant to which, assets ofithe Master Decommissioning Trust may be
-transferred or in which the Master Decommissioning Trust has an interest, beneficial or otherwise.
(q) " Master Decommissioning Fund" shall mean all cash and other property contributed, paid,1or delivered to the Trustee hereunder, all investments made therewith and 4
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proccedo thOrcot and oil carnings and profits thereon, less payments, transfers, or other distributions which, at the time of referencs, shall have been made by the Trustee, as authorized herein. The Paster Decommissioning Fund shall include all evidences of ownership, interest, or participation in an Investment Vehicle, but shall not, solely by reason of the Master Decommissioning Fund's investment therein, be dccied to include any assets of such Investment Vehicle.
(r) " Master Decommissioning Trust" shall mean the Master Trust for the Decommissioning of Nuclear Plants.
(s) "Nonqualified Assets shall mean those assets of each Fund that are not deductible under Section 468A of the Code.
(t) "NRC" shall mean the U.S. Nuclear Regulatory Commission, an agency of the U.S. Government, or any successor thereto.
(u) " Participating Unit" shall mean any unit of a nuclear power _ facility in which the company has an ownership interest. The Participating Units as of June 15, 1992 are identified in Exhibit A attached hereto and incorporated herein by reference.
(v) " Person" shall mean the NRC, natural person, trust, estate, corparation of any kind or purpose, mutual company, joint-stock company, unincorporated organization, committee, board, fiduciary, or representative capacity, as the context may require.
(w) " Qualified Assets" shall mean those assets of each Fund that are deductible under Section 468A of the Code.
(x) "Truct Agreement" shall mean all of the provisions of this instrument and of all other instruments amendatory hereof.
(y) " Trustee" shall mean The Bank of New York, and its successors and assigns, including any bank or trust company into which it may hereafter be merged or consolidated.
"Trustoe" shall also mean any successor Trustee subsequently appointed pursuant to Section 9.2 herein.
(z) " Valuation Date" shall mean the last day of each calestdar month.
The plural of any term shall have a meaning corresponding to the sangular thereof as so defined and any neuter pronoun used herein 5
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ch311 in31udo tho tocculino er fcainino, os the context may require.
, 1.3. Eurnaas. The Master Decommissioning Trust is hereby 1 ostablished to fund the Ducommissioning costs of the l participating Units. Except as othorwise may be permitted by law and the terms of the Master Decommissioning Trust, at no time prior to the satisfaction of all lisbilities with respect to the Decommissic '.ng of a Participating Unit shall any part of the Equitable ' are of such Participating Unit in the Master Decommissioning Trust be ussi for, or diverted to, any purposes 1 other than such Decommission 2ng costs, and for dofraying administrative costs and other incidental expensos of the Mastor Decommissioning Trust.
1.4. Effect. All Persons at any time interested in any Participating Unit shall be bound by the provisions of this Trust Agroomont and, in the event of any conflict betwoon this Trust Agrooment and the provisiona of any licenso granted by a federal agency, or any law, order or regulation governing a Paiticipating Unit, the provisions of this Trust Agrooment shall not control, except to the extent necessary to carry out the intent and purpose of the Mastor Decommissioning Trust.
1.5. Domestic TIgat. The Master Decommissioning Trust shall at all timon be maintained as a domestic trust in the United Statas.
1.6. TrustapJ[Qt Respongible for Enforcina Contributions or fpx_ sufficiency. The Trustee shall have no responsibility (a) for enforcing pxyment of any contribution for the Decommissioning of any Partici ing Unit or for the timing or amount thereof,
, (b) for the ad acy of the Mester Decommissioning rund or the funding standat adopted by the Company to moet or discharge any liabilities for one Decommissioning of a Participating Unit, or (c) for the satisfaction by the ac spany of the minimum funding standards established by the NRL tor the Decommissioning of a Participating Unit.
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ARTICLE II Partiq1pation 2,1. nigibility. The Decommissioning of any Participating Unit may be funded, in whole or in part, through this Master Decommissionina Trust to the extent the contributions to fund the Decommissioning for such Participating Unit are required or permitted under any statato, regulations or order issued by the HRC through the establishment of Qualified Funds and donqualified Funds, respectively, for the Participating Units, respectfully, under this Mastor Decommissioning Trust.
2.2. Ennd_Interent In Investment Accountu. The Trusteo shall maintain records reflecting the Equitablo shares of each Fund of each Participating Unit in each Investment Account. Each Equit ablo Share of each Fund of each Participating Unit in each Investment Account shall consist of separate accounto maintained solely to fund Decommissioning costs and the administrative costs and other incidental expenson of the Equitable Share of each Participating Unit. The Company shall provido the Trustoo with current information in order that the Trustoo may determino such Equitable Shares. An Invcatment Account may be divided into one or more sub-funds or accounts or described in a different manner on any books kept or records rendered by the Trustee without in any way affecting tho duties or responsibilities of the Trustoo under the provisions of this Trust Agreement.
2.3. Valuations. The Trusteo uhall datormino the value of the assets of the Master Decommissioning Fund as of each valuation Data and shall in the normal courso issue monthly reports to the company within twenty (20) days aflor each Valuation Date indicating the value of the assets of the Equitablo Share allocated to each Participating Unit. The Company shall separately identify to the Trustco at the time of contribution to the Master Docommissioning Fund any amounts to be allocated to the Equitable Share of each Participating Unit.
Assets will be valued at their market values at the close of business on the Valuation Date, or, in the absence of readily ascertainable market values, at such values as the Trustoo shall determino in accordance with methods consistently followed and uniformly applied. Anything in this Trust Agreement to the contrary notwithstanding, with respect to assets constituting part of a Directed Fund or assets included at the request of the company as heroinabovo provided, the Trustee may rely for all purposes of this Trust Agrooment on the latest valuation and transactien information submitted to it by the Person responribio for the investment of assets even if such information predatos the Valuation Date. The company will cause such Person to provide the Trusteo with all information needed by the Trustee to discharge its obligations to value such assets and to account under this Trust Agrooment.
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I ARTICLE III administration of Decommissionina Plang 3.1. P.Aynent for Decommissioning _Activiting. The Trustee shall make all payments to the company for Decommissioning of a Participating Unit from the Fund or Funds of such Participating Unit upon presentation to the Trustee of the followings (a) Ono cortificato duly executed by the Secretary of the Company attenting to the occurrence of the events with respect to a Participating Unit, and in the form set forth in the Specimen certificato attached hereto as Exhibit D and incorporated heroin by reforence; and (b) A certificato for each request for payment or reimbursement from the Equitablo Share of a Participating Unit in the form set forth in the Specimen certificato attached hereto as Exhibit c and incorporated herein by reference, and attesting to the following conditions with respect to such Participating Unitt (1) that Decommissioning is proceeding pursuant to a plan established in accordance with NRC regulations; and (2) that the funds withdrawn will bo expended for activities undertaken pursuant to such Decommissioning plan.
3.2. Payments Pursuant to NRc Direction. In the event of the company's default or inability to direct Decommissioning activition with respect to a Participating Unit, the Trustee shall make payments from the Fund or Funds of such Participating Unit as tho NRC shall direct, in writing, to provido for the payment of the costs of required activities covered by the Master Decommissioning Trust. Under such circumstances, the Trustee shall reimburse the company, or such other Persons as specified by the NRc, from-such Fund or Funda for expenditures for required activities in such amounts as the NRC specifies in writing. In addition, the Trustee shall ref'ind to the company such amounts as the NRC specifies in writing. Upon any payment or reimbursement mada pursuant to this SectJan 3.2, the amount distributed from a Fund of a Participating Unit shall no longer constitute part of the Master Decommission'.ng Fund.
3.3. ERERQngibi11tv for Decommissioning. The Trustee shall not be responsible for the Decommissioning of any Participating Units, nor for the application of the assets held in a Fund of a Participating Unit and distributed to the company for the payment of liabilities and expenses in the Decommissioning of a 8
Participating Unit. In tho cycnt it choll b:come necessary for the NRc to undertake any rights or obligations of the company pursuant to Section 3.2 above, the Trustee shall not be liable with respect to any act or omission to act by it made in good faith at the direction of the NRC.
3.4..Roversion_Qf Comoany ContributiQng. Subject to Section
- 1. 3 of this Trust Agroo" ant, at the direction of the company, contributions to a ru.v' of i participating Unit under the Master Decommissioning Trust a t9Vort to the company under the following circumstanece (a) If any contribution Intended to be a Qualified Asset is determined by the company or the Internal Revenue Service to be nondeductible under Section 468A of the code, then such contribution, to the extent that it is determined to be nondoductible, and any earnings thereon, may be returned to the company within a reasonable time after such determination, or transferred by the Trusteo at the discretion of the Company to a Fund consisting of Honqualified Assots or to the trustee of a separate trust adopted by the company to hold contribetions required by the NRC that are not deductible under Section 460A of the Code.
(b) If any contribution is made by the company by reason of a mistake of law or fact, such contribution, and any earnings thereon, may be returned to the company within a reasonable time after discovery of such mistake of law or fact, or transferred by the Trusteo at the discretion of the company to a Fund consisting of Nonqualified Assets or to the trustee of a separate trust adopted by the company to hold contributions required by the NRc that are not deductible under Section 468A of the code.
3.5. Payment or Rqimbursement of Administrative Expenses.
On the direction of the company, the Trustee shall pay monies from runds of the Participating Units to pay the reasonable administrative costs and other incidental expenses of the Master Decommissioning Trust not otherwise authorized to be paid pursuant to this Trust. Such' administrative costs or incidental expenses shall include, but not be limited to, fees arising from the company's employment of accountants, legal counsel who may be of counsel to the company, other specialists, and other Persons as the company deems necessary or desirable in connection with the administration of the Master Decommissioning Trust and the Decommissioning of the Participating Units. The company in its sole discretion may direct that the Trustee reimburse the company for such expenses or costs paid by the company or directly pay the Persons rendering such administrative services. Any payments or reimbursements made pursuant to this Section 3.5 shall be 9
l allocated ctong tha runds of the Participating Units in the same mannor as described in Section 8.3 heroin. Upon any payment or reimbursemont made pursuant to this Section 3.5, the amounts distributed from a rund of a Participating Unit shall no longer constituto part of the Hastor Decommissioning rund.
3.6 Prohibition Attainst_Maignmen%_qt Allenation. Except as provided under this Section 3.6 and Soution 10.1 herein, no portion of a Fund of a Participating Unit shall be subject in any manner to anticipation, alienation, salo, transfor, assignment (nither at law or in equity), pledge, encumbrance, chargo, garnishment, levy, execution, or other legal or equitable process, and any attempt to so anticipato, alienato, soll, transfor, assign, pledge, oncumber, chargo, garnish lovy, oxocuto, or onforce other legal or equitable process, against the same shall be void. In addition, no portjen of any such Fund shall be in any mannor subject to the debts, contracts, liabilities, engagements, or torts of the company or any general or secured creditor of the company. Notwithstanding the foregoing, the expensos for services or materials incurred by any Person in connection with the Decommissioning of a Participating Unit and for which a cortificate has boon submitted by the company to the Trusteo pursuant to Section 3.1(b) shall constituto a chargo exclusively on behalf of such Person against the Fund or Funds of such Participating Unit until paid. Such chargo shall apply only to the lessor of the amount of such cortificato or the remaining ascots of such Tund or Funds.
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l ARTICLE IV Investment of Trust Assets 4 1. Asset Managgra. Discretionary authority for the management and control of assets from time to time held in the Master Decommissioning rund may be retained, allocated, or delegated, as the caso may bo, for one or more purposes, to and among the Asset Managers by the Company, in its absoluto discretion. The terms and conditions of appointment and retention of any Asset Manager shall be the responsibility of the Company. The terms and conditions of any allocation to an Asset Manager shall be the rerponsibility of the company. The company shall promptly notify the Trusteo in writing of the appointment or removal of an Asset Manager. Any notico of appointment pursuant to this section 4.1 shall constitute a representation and warranty that the Asset Manager has boon appointed by the company and that any Asset Manager (other than sho Trustee and the Company) is an Investment Managor.
4.2. Investment Discretion. The assets of the Master Decommissioning Trust shall be invested and reinvested, without distinction between principal and income, at such time or times in cuch investments and pursuant to such investment strategies or coursos of action and in such sharon and proportions, pursuant to the investment guidelines of the company, as the Asset Managers in their solo discretion shall deem advisable. The Ascot Managers shall dischargo their duties under this Trust Agreement with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would uso in the conduct of an enterprise of a like charactor and with like aims.
4.3. Limitations on Investment Discretion. (a) The Asset Managers shall be restricted to investing the Qualified Assets of the Master Decommissioning Trust directly in the following:
(1) Public debt securities of the United States; (2) Obligations of a State or local governmental unit that are not in default as to principal or interest and on which the interest is exempt from tax under Section 103(a) of the Code, except obligations of any other owner or operator of a Participating Unit, or any of its affiliates, as defined in the Investment Company Act of 1940, as amended, unless such obligations are issued by a State government; (3) Timo or demand deposits in a bank or an insured credit union of the Federal Credit Union Act, located in the United States; or 11
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(4) Such invectconts, other than those stated above, as shall be permitted from time to time under regulations, orders, regulatory guides, or other pronouncements issued by the NRC and the Internal Ravenue Service.
(b) The Asset Managora shall be rostricted to investing the Honqualified Assets of the Master Decommissioning Trust directly in such investments as shall not be prohibited from time to timo under regulations, orders, regulatory guides, ou other pronouncements issued by the NRC or Internal Revenue Service.
(c) In addition, the company may further limit, rostrict, or impose guidelines affecting the exerciso of the <fiseretion herein above conferred on any Arset Manager. Any limitations, restrictions, or guidelines applicable to the Trustoo, as Asset Manager, shall be communicated in writing to the Trustee. The Trustee shall have no responsibility with respect to the formulation of any funding policy or any investment or diversification policios embodied thornin. The company shall be responsible for communicating, and monitoring ad!.orence to, any limitations or guidelines imposed on any other Asset Manager.
4.4. Responsibility _for Divernification. The Trusteo shall not be responsible for determining the diversification policy of the Master Decommissioning Fund, for monitoring adherence by the Asset Managers to such policy, and for advising the Asset Managers with respect to limitations on assets contained in the Equitable share of any participating Unit or imposed on the Master Decommissioning Trust by any applicable statute, except with respect to any assets comprising the Discretionary Fund.
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ARTICLE V Responsibility for Directed runda 5.1. Rennonsibility_for Solns119n_of Agents. All transactions of any kind or nature in or from a Directed Fund shall be made upon such terms and conditions and from or through such principals and agents as the Asset Manager shall direct.
5.2. Trusten_Not_ Responsible for Inveniments in Directed Ennda. The Trustee shall be under no duty or obligation to review or to question any direction of any Investuent Manager, or to review securities or any other property held in any Directed Fund with respect to prudence or proper diversification or compliance with any limitation on the Asset Manager's authority under the terms of the Master Decommissioning Trust, any agreement entered into between the company and the Asset Manager or imposed by applicable law, or to make any suggestions or recommendations to the Company or the Asset Manager with respect to the retention or investment of any assets of any Directed Fund, and shall have no authority to take any action or to refrain from taking any action with respect to any asset of a Directed Fund, unless and until it is directed tu do so by the Asset Manager.
5.3. Iny.cstment Vehlglen. Any Investment Vehicle, or interest therein, acquired by or transferred to the Trustee upon the directions of the Asset Manager shall be allocated to the appropriate Directed Fund, and the Trustee's duties and responsibilitica under this Trust Agreement shall not be increased or otherwise affected thereby. The Trustee shall be responsible solely for the safekeeping of'the evidence of the Master Decommissioning Trust's ownership of or interest or participation in such Investment Vehicle.
5.4. Enliance on Asset Manaaer. The Trustee shall be required under this Trust Agreement to execute documents, to settle transactions, to take action on behalf of or in the name of the Master Decommissioning Trust and to make and receive payments on the direction of the Asset Manager. Any direction of the Asset Manager shall constitute a certification to the Trustee (a) that the transaction will not violate the prohibitions against self-dealing under Sections 460A and 4951 of the Code, (b) that the investment is authorized under the terms of this Trust Agreement and any other agreement or law affecting the Asset Manager's authority to deal with the Directed Fund, (c) that any contract, agency, joinder, adoption, participation agreement, assignment, or other document of any kind which the Trustee is required to execute to effectuate the transaction has been reviewed by the Asset Manager and, to the extent it deems advisable and prudent, its counsel, (d) that such instrument or document is in proper form for execution by the Trustee, and 13
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l (0) th2t 011 other ceto to parfcct and protcet the Mastor Decommit;sioning Trust's rights have been taken, and the Trustee shall have no duty to make any independent inquiry or investigation as to any of the foregoing before acting upon such direction. In addition, the Trustee shall not be liable for the default of any Person with respect to any investment in a Directed Fund or for the form, gonuinenoss, validity suf ficiency, or offect of any document executed by, bolivered to, or held by it for any Directed Fund on account of such investment, or if, for any reason (other than the gross negligence or Wilful misconduct of the Trustea) any rights of the Master Decommissioning Trust therein shall lapse or shall becomo unenforceable or worthless.
5.5. Marger of Funds. The Trusteo shall not have any discretionary responsibility or authority to manago or control any asset held in a Directed Fund upon the resignation or remov.1 of an Assot Manager unless and until it has been notified in writing by the Company that the Asset Manager's authority has terminated and that such Directed Fund's assets are to be integrated with the Discretionary Fund. Such notico shall not be deemed offectivo until two (2) Dank Business Days after it has been received by the Trustee. The Trusteo shall not be liable for any losses to the Master Decommissioning Fund resulting from (a) the disposition of any investment made by the Asset Manager, (b) the retention of any 1111guid or unmarketable investment or any investment which is not widely publicly traded, (c) the holding of any other investment acquired by the Asr,et Manager if the Trustee is unable to dispose of such investment because of any restrictions imposed by the Securities Act of 1933 or other Federal or Stato law, or if an orderly liquidation of such investment is impractical under prevailing conditions, (d) failure to comply with any investment limitations imposed pursuant to Section 4.2 and 4.3, or (c) for any other violation of the terms of this Trust Agreement or applicable law as a result of the addition of Directed Fund assets to the Discretionary Fund.
5.6. Hotification of comoany in_tynnt of Breach. If the Trustee has knowledge of a breach committed by an Asset Manager with respect to the duties or responsibilities delegated to an Asset Manager under the terms of this Trust Agreement or any other agreement affecting the Assot Manager's authority to deal with the Directed Fund, it shall notify the Company, and the Company shall thereaf ter assume full responsibility to all Persons interested in a Fund of a Participating Unit to remedy such breach. The company shall provide the Trusten with a copy of any agreement affecting the duties and responsibilities of an Asset Manager under this Trust Agreement.
5.7. Definition of Knowledgg, While the Trusten will perform certain duties (such as custodial, reporting, recording, 14
es le valuation, and bookkeeping functions) with respect to Directed Funds, such duties will not involve the exercise of any discretionary authority to manage or control the assets of the Directed Funds and will be the responsibility of officers or other employees of the Trustee who are unfamiliar with and have no responsibility for investment management. Thereforo, the Company agrees that in the event that knowledge of the Trustee l shall be a prerequisite to imposing a duty upon or to determining liability of the Trusteo under this Trust Agrooment or any statuto regulating the conduct of the Trusten with respect to l such Directed Funds or rolloving the company of its undertakings under Section 14.2, the Trusten will not be deemed to have knowledge of, or to have participated in, any act or omission of an Assot Manager involving the investment of assets allocated to the Directed Funds as a result of the recolpt and processing of information in the courso of performing such duties.
5.8. DAty_lo_ Enforce CLchn.a. Except to the extent that any law or regulation may provide or require otherwise, the Trusteo shall have no duty to commence or maintain any action, suit, or legal proceeding on behalf of the Master Decommissioning Trust on account of or with respect to any investment mado in or for a l Directed Fund unicos the Trustee has been directed to do so by j the company or an Investment Manager, and unless the Trusteo is ;
either in possession of f ids sufficient for such purpose or unless it has boon indemnified by the company or the Investment Manager, to its satisfaction, for counsel fees, costs, and other expenses and liabilities to which it, in its solo judgment, may be subjected by beginning or maintaining such action, suit, or legal proceeding.
5.9. RcjLtyletions __ on_ Transfer. Except as otherwise specifically provided herein, nothing herein shall be deemed to empower any Asset Manager to direct the Trusten to transfer any asset of a Directed Fund to such Asset Manager.
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ARTICLE VI !
P_QEtra 9LAsset Manaaera j 6.1. General Powers. Without in any way limiting the powers and discretion conferred upon any Asset Manager by the other !
i provirions of this Trust Agreement or by law, each Asset Manager shall be vested with the following powers and discretion with respect to the assets of the Master Decommissioning Trust subject )
to its management and control, and, upon the directions of the Asset Manager of a Directed Fund, the Trustee shall make, )
execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to enable such Asset Manager to !
carry out such powers and discretion: 1 (a) to sell, exchange, convoy, transfer, or otherwise !
dispose of any property by private contract or at public auction, and no person dealing with the Ascot Manager shall be bound to coo to the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition; (b) to enter into contracts or to make commitments either alone or in company with others to sell or acquire property; (c) to vote upon any bonds, or other securities; to give general er special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights, or other options and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate-securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to bonds, securities or other property; (d) to purchase units or certificates issued by an Linvestment company, pooled trust, or comparable entity; (c) to transfer assets of a Discretionary or Directed Fund to a. common, collective, or commingled trust fund maintained by an Asset Manager or an affiliate of an Asset
-Manager or by another trustee who is designated by the company, to be held and invested subject to all of the terms and conditions thereof, and such trust shall be deemed adopted as.part of the Master Decommissioning Trust to the i
extent that assets of the Trust are invested therein; and l
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(f) to b3 roimburocd for the expensos incurred in exercising any of the forogoing powers or to pay the reasonable expenson incurred by any agent, manager, or trustee appointed pursuant thoroto.
6.2. Addit 19Bal Powers of_Trusteg. In addition, the Trustoo is hereby authorized (a) to regiutor any cocurition hold in the Mastor Decommissioning Fund in its own name or in the name of a nomince, to hold any securities in bearer form, and to combino cortificates representing such securities w.ith cortificatos of the same issue hold by the Trustoo in other fiduciary or representativo capacitios or as agent for customora, or to deposit or to arrange for the deposit of such securities in any qualified contral depository even though, when so deposited, such securities may be morged and hold in bulk in the name of the nomince of such depository with other securition deposited thoroin by other depositors, or to deposit or arrange for the deposit of any securities issued by the United States Government, or any agency or instrumentality thorcot, with a Federal Reserve Bank, but the books and records of the Trustco shall at all timos show that all such investmonta are part of the Master Decommissioning Trust; (b) to employ suitable agents, depositories, and counsel, domestic or foreign, other than itself and to chargo their reasonablo expensos and compensation against the Mastor Decommissioning Fund, and to confer upon any such depository the powers conferred upon the Trustco by aragraph (a) of this Section 6.2, as well as the power to p'ppoint a subagents and depositories, wherevor situated, in connection property; with the rotontion of securities or other (c) to deposit funds in interest bearing account deposits maintained by or savings cortificates issued by the Trustos, in its separato corporata capacity, or in any other banking institution affiliated with the Trustco; (d) to compromise or otherwise adjust all claims in favor of or against the Mastor Decommissionin to the prior written consent of the company; g Fund, subject (o) to make any distribution or transfer of assets authorized under Article IX or Article X in cash or in kind as the Trustoo, in its absoluto discretion, shall determino and, in furtherance thereof, to value such assets, which valuation shall be conclusive and binding on all persons; and 17
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(f) to hold uninvested cash balances when reasonable and necessary, without incurring any liability for the payment of interest thereon, provided that in no event shall uninvested cash balancos be held solely for the purpose of awaiting investment; (g) upon the consent of the company, to temporarily invest funds awaiting investment by an Asset Manager in a separate or commingled trust fund established by the Trustee for the investmont of funds for Decommissioning costs and consisting solely of investments permitted under Section 4.3 of this Trust Agroomont; and (h) upon the direction of the company, to loan occurities to brokers, doalors or other borrowers under such terms and conditions as the Trustoo, in its absoluto discretion, dooms advisable, to securo the sano by accepting as collateral only assets constituting permissible investments under Section 4.3 of this Trust Agreomont, and during the term of any such loan, to permit the loaned securitics to be transferred into the name of and voted by the borrowers or others, and, in connection with the exorciso of tbo powers heroinabove granted, to hold any property deposited as collateral by the borrower pursuant to any master loan agrooment, and to retain any such property upon the default of the borrower, and to receive compensation thorofor out of any amounts paid by or charged to the account of the borrouer.
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ARTICLE VII RetDIds and Aqtg31nts of Trustga 7.1 Eqqqrda. The Trusteo shall koop accurato and detailed accounts of all investments, recolpts, disbursements, and other transactions in the Mastor Decommissioning rund to fund the decommissioning costs for each Participating Unit, and all accounts, books, and records relating thoroto shall be opened to inspection and audit at all reasonable timos during normal business hours by any Person designated by the Company.
7.2. honual Account. The Trusteo shall, within sixty (60) days following the close of each Accounting Porlod, file with the Account Party in accordance with Section 13.5, a written account setting forth the receipts and disbursements of Equitablo Shares of each Participating Unit under the Master Decommissioning Trust and the investments and othe transactions offected by it upon its own authority pursuant to the directions of any Person as heroin provided during the Accounting Period.
7.3. Aqq.Q11nt_fikated. The Company agrees that it will file all cbjections, if any, to the Trustoo's annual or other accounting in writing with the Trustoo within ninety (90) days of the filing of such annual or other account with the Account Party and that except for fraud or other such crimo on behalf of the Trusteo no objection to any such account may be made after such ninety (90) day period has lapsed.
7.4. Indicial Accountinga. Nothing herein shall in any way limit the Trustoo's right to bring any action or proceeding in a court of competent jurisdiction to settle its accoont or for such other relief as it may deem appropriato.
- 7. 5. llecessAry_Eatt192 Except to the extent that any law or regulation may provido otherwise, in order to protect the Master Decommicsioning Trust from the expense of litigation, no Person other than the company shall be a necessary party in any proceeding under section 7.4, may require the Trustee to account, or may instituto any other action or proceeding against the Trustee or the Master Decommissioning Trust.
7.6. Roanonsibility for Notices and Filings with the NRQ_gnd the_ Internal nevenue_sorvice. Except as set forth specifically on Exhibit "D" attached hereto and made a part hereof, which Exhibit "D" may be amended from time to time by the parties hereto by mutual written agreement, the Trusteo shall not be responsible with respect to any Participating Unit to give or apply for any notices, to make any filings, or to maintain any records required by the NRC or the Internal Revenue Service, all of which, for purposes of this Trust Agrooment, shall be the responsibility of the company.
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ARTICLE VIII C9EA9D2Ation Taxes, and Expences 8.1. Comnensation and Exnonces. Any expensos incurred by the Trustee in connection with its administration of the Equitable Shares of each participating Unit under the Master Decommissioning Trust, including, but not limited to, foes for legal services rondered to the Trustee (whether or not rondered in connection with a judicial or administrativo proceeding), such compensation to the Trustee as shall be agrood upon from time to time betwoon the Trustoo and an officer of the Company, and all other proper chargos and disbursoments of the Trustee, may, in the solo discretion of the company, be paid by the Company but shall otherwiso be paid from the Equitable Shares of the participating Units under the Master Decommissioning Trust. The Trustoo's entitlement to reimburnament hereunder shall not be affected by the roslynation or removal of the Trustee or by the termination of an Equitablo Share of a participating Unit under the Master Decommissioning Trust. Except and unless otherwise provided heroin, the Trustco shall have no lion, security interest or right of set-off whatsoever upon any of the assets of the Mastor Decommissioning Fund for the payment of foes and expensos for services rondered by or on behalf of the Trusteo under this Trust Agrooment without the written consent of the Company.
8.2. Taxos. All taxes of any kind and all kinds whatsoever that may be levied or assessed under existing or future laws, domestic or forolgn, upon tho :4 aster Decommissioning Trust or the income thoroof, shall be paid from the Equitablo Shares of the participating Units under tho. Master Decommissioning Trust, as appropriate.
8.3. A11ocatiom. Any tax or expense which is specifically allocable to one or more Participating Units shall be charged against the Fund or Funds of such Participating Unit or Units consistent with such allocation. Any expense that is allocable to all of the Participating Units shall be charged against the appropriate Fund or Funds of all of the Participating Units under the Master Decommissioning Trust as a whole consistent with such allocation.
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ARTICLE IX Resianatlpn or Removal of Trustee 9.1. Resianation or_ Removal. The Trustee may be removed by the company at any time upon thirty (30) days notice in writing to the Trustee, or upon such lessor or greater notice as the company and the Trustee may agree. The Trustee may resign at any time upon thirty (30) days notice in writing to the company, or upon such lessor or greater notice as the company and the Trustee l may agroo.
9.2. Dpsianation_of_ Successor _IrRE1EQ. Upon the removal or i resignation of the Trustee, the company shall either appoint a l successor truston who shall have the same powers and duties as those conferred upon the Trustee hereunder, and upon acceptance of such appointment by the successor trustec, the Trustee shall assign, transfer, and pay over the Master Decommissioning Trust to such successor trustec, or-the company shall direct the Trustee to transfer the Master Decommissioning Trust directly to the trustee of another trust designated by the company. Any such assignment or transfer of the Master Decommissioning Trust shall be effectuated no later than the last day of the month in which the thirty (30)- d.y notice period, as described in Section 9.1, expires. If, for any reason, the company cannot or does not act promptly to appoint a successor trustee or direct the transfer of the Master Decommissioning Trust to another quallflod trust in the event of the resignation or removal of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor trustee. Any expenses incurred by the Trustee in connection therewith shall be charged to and paid from the Master Decommissioning Trust as an expense of administration.
9.3. Reserve for Expenses. The Trustee is authorized to reserve such amount which may reasonably be required for payments of its fees and expenses in connection with the settlement of its account or otherwise, and any balance of such reserve remaining after the payment of such fees and expenses shall be paid over in accordance with the directions of the company under Section 9.2.
The Trustee is authorized to invest such reserves in any investment authorized under the terms of this Trust Agreement appropriate for the temporary investment of cash reserves of trusts.
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ARTICLE X HJ1hdrawal of Participatino Unita 10.1. EYant of Withdrawal. Upon receipt of notico from the company of a withdrawal of any participating Unit, or any part thereof, from the Mantor Decommissioning Trust, the Trustoo shall segregato the portion of assets of the Master Decommissioning rund allocable to the rund or runds of the Participating Unit, or part thoroof, and, subject to Section 1.3 of the Trust Agreement, shall dispose of such assets in accordance with the directions of the Company. Such dispositions may includo, but shall not be limited to, the transfor of all or a portion of such assets to (a) another funding method considered acceptable by the NRC for providing financial assurance of the availability of funds for Decommissioning, or (b) another funding method for financial assurance maintained by any succcosor to the Company incident to the transfer or disposition by the coinpany of all or a portion of its ownership interest with respect to a Participating Unit.
10.2. Approval of Ap_propriato Aggncies. The Trustco may, in its absoluto discretion, condition delivery, transfer, or distribution of any assets withdrawn from the Master Decommissioning rund under thin Article X upon the Trustco's receiving assurances catjsfactory to it that the company has mado any notico or filings which may be required to be given the NRC or the Internal Ravenue Servico.
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- 's ;, a ARTICLE XI Amendment or Termination
.11.1. _
Amendment. Subject to Section 1.3, t Company reserves the right at any time and from time to time .o amend, in whole or in part, any or all of the provisions of this Trust Agreement by notice thereof in writing delivered to the Trustee;
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provided, however, no amendment which affects the rights, duties, or responsibilities of the Trustoe.may be made without its prior written consent.
11.2. Termination. . Subject to section 1.3, this Trust Agreement shall terminate when all transfers and payments
- required or perinitted to be made by the Trustee under the proviolons hereof shall have been made, unless terminated earlier by the company by written notice to the Trustee. Upon written notice-from the company that Decommissioning'is complete with respect to a Participating Unit, any assets remaining in any Fand or. runds aof such Participating- Unit af ter the paymont of all Decommissioning costs, any administrative costs and any other incidental _ expenses of the Master Decommissioning Trust allocable
.to such Fund or' Funds shall be returned to the company.
11.3. .
Trustee's_ Authority to Survive Termination. .Until the final distribution of the Mastor Decommissioning Fund, the Trustee shall continue to have and may exorcise all of the powers and discretion conferred upon it by this Trust Agreement.
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i ARTICLE XII l Authorities 12.1. C2DRADY. Whenever the provisions of this Agreement specifically require or permit any action to be taken by the company, such action must be authorized or ratified by the Board of Directors or by any designee or committee authorized by the Board of Directors to act on behalf of the company. Any resolution adopted by the Board of Directors or by such authorized designee or committee or other evidence of such authorization or ratification shall be certified to the Trustee by the Secretary or an Assistant Secretary of the company under its corporate seal, and the Trustee may rely upon any au*horization so certiflad until revoked or modified by a further a..lon of the Board of Directors or by such authorized designee or committee similarly certified to the Trustee.
12.2. Investne.nt Manager. The company shall cause each Investment Manager to furnish the Trusteo from time to time with the names and signatures of those persons authorized to direct the Trustee on its behalf hereunder.
12.3. Egrm of communisations. Any agreement between the Company and any Person (including an Investment Manager) or any other provision of this Trust Agreement to the contrary notwithstanding, all notices, directions, and other communications to the Trusteo shall be in writing or in such other form, including transmission by electronic means through the facilities of third parties or otherwise, specifically agreed to in writing by the Trustee, and the Trustee shall be fully protected in acting in accordance therewith.
12.4. Continuation of Authority. The Trustee shall have the right to assume, in.the absence of written notice to the contrary, that no event terminating the authority of any Person, including any Investment Manager, has occurred.
l 12.5. No Oblication to-Act on Unsatisfactory Notice. The Trustee shall incur no liability under this Trust Agreement for any failure to act pursuant to any notice, direction, or any other communication from any Asset Manager, the company, or any other Person or the designes of any of them unicas and until it shall have received instructions in form satisfactory _to it.
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ARTICLE XIII Ggnoral Provisions 13.1. Governing Law. To the extent that state law shall not have been preempted by the provisions of any other law of the United States heretofore or hereafter enacted, this Trust Agreement shall be administered, construed and enforced according to the laws of the State of How York.
13.2. En_ tire Agreement. The Trustee's duties and rouponsibilities to any Participating Unit or any Person interested therein shall be limited to those specifically set forth in this Trust Agreement, except as may otherwise be provided by applicable law. No amendment to any agreement or instrument affecting any Participating Unit or any other document shall enlarge the Trustoc's duties or responsibilities hereunder without its prior written consent.
13.3. Experts. The Trustee may consult with experts of its choice (who may be experts employed by the company),
including 1cgal counsel, appraisers, pricing services, accountants, or actuaries, selected by it with due care as to the meaning and construction of the Trust Agrooment on any provisions hereof, or concerning its powers and duties hereunder, and shall be protected for any action taken or omitted by it on the basis of its reasonable reliance on the opinion of such export.
13.4. Euccessor to the Trustee. Any successor, by merger or otherwise, to substantially all of the trust business of the Trustee shall automatically and without further action become the Trustee hereunder, subject to all the terms and conditions and entitled to all the benefits and immunities hereof.
13.5. Hotices. All notices, reports, annual accounts, and other communications to the company, Investment Manager, or any other Person shall be deemed to have been duly given it mailed, postage prepaid, or delivered in hand to such Person at its address appearing on the records of the Trustee, which address shall be filed with the Trustee at the time of the establishment of the Master Decommissioning Trust and shall be kept current thereafter by the company. All directions, notices, statements, objections, and other communications to the Trustee shall be deemed to have been given when received by the Trustee at its offices.
13.6. No Waiver; Rengra t1Qn of Riahts. The rights, remedies, privileges, and immunitics expressed herein are cumulative and are not exclusive, and the Trustee and the company shall be entitled to claim all other rights, remedi s, privilogos, and immunities to which it may be entitled under 25 1
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13.7. - py criotive Headinas. The captions in this Trust 4
Agreement are solely for convenience of reference and shall not define or limit the provisions hereof. !
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ARTICLE XIV Undertakina By comnany 14.1 Undertaking. In consideration of the Trustee agreeing to enter into this Trust Agreement, the company hereby agrees to hold harmless the Trusteu, individually and as trustee, and its directors, officers, and employees, from and against all amounts, including without limitation taxes, expenses (including reasonable counsel fees), liabilities, claims, damages, actions, suits, or other charges, incurred by or assessed against it, individually or as trustee, or its directors, officers or employees, (a) as a direct or indirect result of anything done in good faith, or alleged to have been done, by or on behalf of the Trustee in reliance upon tMe directions of any Investment Manager, or the company, 'nything omitted, in the absence of such directions, or (b) a direct or indirect result of the failure of the company, directly or indirectly, to adequately, carefully, and diligently discharge its fiduciary responsibilities with respect-to the investments of Master Decommissioning rund assets by an Investment Manger.
14.2 Limitation on Undertaking. . Anything hereinabove to the contrary notwithstanding, the company shall have no responsibility to the Trustee under Section 14.1 if the Trustee knowingly participated in or knowingly concealed any act or omission of any Person described in such Section 14.1, knowing that such act or omission constituted a breach of such Person's fiduciary responsibilities, or if the Trustee fails to perform any of the duties specifically_ undertaken by it under the provisions of this Trust Agreement, or if the Trustee fails to act in conformity with duly given and authorized directions hereunder. In addition, the company shall have no responsibility to the Trustee under Section 14.1 for any income or excise taxes, penalties or interest-imposed-against the. Trustee arising from or related to any violation of the prohibitions against self-dealing set forth in the Code by the Trustee or-any of the Trustee's directors, officers or employees, and the payment of any such income or exclase taxes, penalties or interest shall be the sole responsibility of the Trustee.
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IN WITNESS WHEREOF, the parties hereto have caused this Haster Decommissioning Trust Agreement to be executed by their respective officors thorounto duly authorized and their corporate seals to be hereunto affixed and attested on the day and year first above written.
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(Corporate Scal) GEORGIA POWER COMPANY Attest: M @l i' By: .
(Title)
(Corporato Scal) Tile BANK OF NEW YORK 1
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By:/ ' iTitl Ric Ano j, gy I vt rntsuo z 28 l
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- EXHIBIT A '
MASTER DECOMMISSIONING TRUST PARTICIPATING UNITS AND OWNERSHIP INTERESTS llatch lia tch Vogtle Vogtle Unit i Unit 2 Unit 1_ Unit 2 NRC Facility Operating License Number DPR-57 NPF-5 HPF-68 NPF-81 License Expiration
'Dato 0-6-14 6-13-18 1-16-27 2-9-29 ownership Interest (Percentago)
Coorgia Power Company 50.1 50.1 45.7 45.7 oglothorpo Power Corporation 30.0 30.0 30.0 30.0 Hunicipal Electric Authority of Georgia 17.7 17.7 22.7 22.7 City of Dalton 11 11 1.6 ld 100.0 100.0 100.0 100.0 l.
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EXHIBIT C MASTER DECOMMISSIONING TRUST SPECIMEN CERTIFICATE The Bank of New York 1 Wall Street New York, New York 10286 Attention: Trust Division Gentlement In accordance with the terms of that certain Trust Agreement by and between Georgia Power Company and The Bank of New York, as Trustee, dated , I, (insert name), (insert Treasurer or Assistant Treasurer) of Georgia Power Company, hereby certify that:
- 1. decommissioning of Georgia Power Company's facility, Unit , located at is proceeding pursuant to a plan and procedures established in accordance with regulations issued by the United States Nuclear Regulatory Commission, or its successor, and
- 2. the funds requested for payment or reimbursement on this date, $ , will be expended for decommissioning activities pursuant to such plan.
(Insert Treasurer or Assistant Treasurer) of_ Georgia Power Company Date 31
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EXHIBIT D RESPONSIBILITIES OF TRUSTEE UNDER SECTION 7.6
- 1. The Trustco shall be responsible for the computation, filing and payment, if required, from Equitable Shares of each Participating Unit of:
- a. federal income tax, including quarterly estimated filings and payments as required on I.R.S. Form 1120-ND " Return for Nuclear Decommissioning Funds and Certain Related Persons" for each Qualified Fund;
- b. State of Georgia Corporation income tax, including quarterly estimated filings and payments as required on Georgia Department of Revenue Income Tax Division Form 600 for each Qualified Fund.
- 2. The Trusten shall be responsible for the computation and filing oft
- a. U.S. Fiduciary Incomo Tax Return, I.R.S. Form 1041 for each Nonqualified Fund;
- b. State of Georgia Fiduciary Income Tax Return, Georgia Department of Revenue Income Tax Division Form 501 for each Nonqualified Fund.
- 3. The Trustee shall be responsible for the computation, filing and payment, if required, from Equitable Shares of each Participating Unit of Intangible Personal Property Tax for the State of coorgia or the State of New York as required.
- 4. The Trustee shall be responsible for the computation, filing and payment, if required, from Equitable Shares of each Participating Unit of any other tax that is required.
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