CP-202300502, Notice of Planned Closing of Transaction and Provision of Documents to Satisfy Order Conditions

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Notice of Planned Closing of Transaction and Provision of Documents to Satisfy Order Conditions
ML24054A498
Person / Time
Site: Beaver Valley, Davis Besse, Perry, Comanche Peak, 07201043, 07200069  
Issue date: 02/23/2024
From: Hamilton D, Peters K
Energy Harbor Nuclear Corp, Luminant
To:
Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation, Document Control Desk
References
CP-202300502, TXX-23082, L-23-261
Download: ML24054A498 (22)
v • d • e


Text

February 23, 2024 10 CFR 50.80 10 CFR 50.90 CP-202300502 10 CFR 72.50 TXX-23082 L-23-261 U.S. Nuclear Regulatory Commission Attention: Document Control Desk Washington, D.C. 20555 Comanche Peak Nuclear Power Plant, Units 1 and 2 Docket No. 50-445, License No. NPF-87 Docket No. 50-446, License No. NPF-89 Comanche Peak Nuclear Power Plant, Units 1 and 2, Independent Spent Fuel Storage Installation (ISFSI)

Docket No. 72-74 Beaver Valley Power Station, Unit Nos. 1 and 2 Docket No. 50-334, License No. DPR-66 Docket No. 50-412, License No. NPF-73 Beaver Valley Power Station, Unit Nos. 1 and 2, ISFSI Docket No. 72-1043 Davis-Besse Nuclear Power Station, Unit No. 1 Docket No. 50-346, License No. NPF-3 Davis-Besse Nuclear Power Station, Unit No. 1, ISFSI Docket No. 72-14 Perry Nuclear Power Plant, Unit No. 1 Docket No. 50-440, License No. NPF-58 Perry Nuclear Power Plant, Unit No. 1, ISFSI Docket No. 72-69

Subject:

Notice of Planned Closing of Transaction and Provision of Documents to Satisfy Order Conditions By application dated April 14, 2023 (ML23104A423), as supplemented by letters dated April 20, 2023 (ML23110A788), August 7, 2023 (ML23219A106), and September 12, 2023 (ML23255A061), Vistra Operations Company LLC (VistraOps), acting on behalf of itself, Comanche Peak Power Company LLC (CPPC) and certain other affiliates, and Energy Harbor Lumina t energy harbor

TXX-23082 Page 2 of 4 L-23-261 Nuclear Corp. (EHNC), acting on behalf of itself and Energy Harbor Nuclear Generation LLC (EHNG) (collectively, the Applicants), requested that the U.S. Nuclear Regulatory Commission (NRC) consent to the indirect transfer of control of the licenses for Comanche Peak Nuclear Power Plant, Units 1 and 2 (CPNPP) and its generally licensed independent spent fuel storage installation facility (ISFSI). Applicants also requested that the NRC consent to (a) the indirect transfer of control of the licenses to own the Beaver Valley Power Station, Unit Nos. 1 and 2 (collectively, BVPS), Davis-Besse Nuclear Power Station, Unit No. 1 (DBNPS), and Perry Nuclear Power Plant, Unit No. 1 (PNPP), and their respective generally licensed ISFSIs and (b) the direct transfer of the operating licenses for BVPS, DBNPS, and PNPP as a consequence of Vistra Corp.s transaction, discussed below, with Energy Harbor Corp., the parent company of EHNG and EHNC (collectively the license transfers).

The parties need for the NRCs approval of the license transfers resulted from their entry into a proposed transaction as further described in a Transaction Agreement signed by the parties on March 6, 2023, pursuant to which VistraOps will indirectly acquire Energy Harbor Corp. and its subsidiaries and will restructure the upstream ownership of CPNPP (the Transaction). Upon the closing of the Transaction, CPPC will remain the owner of CPNPP, and EHNG will remain the owner of BVPS, DBNPS, and PNPP. VistraOps will remain the operator of CPNPP and become the operator of BVPS, DBNPS, and PNPP.

By letter dated September 28, 2023 (ML23237B422), the NRC issued an Order (ML23237B427) approving the proposed license transfers. The Order required that Applicants, after the receipt of all required regulatory approvals, inform the Directors of the Office of Nuclear Reactor Regulation and the Office of Nuclear Material Safety and Safeguards, in writing, of such receipt at least five business days prior to the planned closing of the Transaction. Applicants hereby provide notice that all regulatory approvals have been received and that Applicants expect to complete the Closing no earlier than March 1, 2024. Applicants will notify NRC staff when the Transaction is complete.

In addition, the Order was conditioned on completion of the following actions:

1. At least 5 business days before the closing of the proposed transaction, the Applicants shall submit, under oath or affirmation, the following information to the NRC in accordance with 10 CFR Part 50: the names, addresses, and citizenship of the directors and principal officers of Special Purpose Entity 1 LLC, Special Purpose Entity 2 LLC, Special Purpose Entity 3 LLC, and Special Purpose Entity 2 LLC Managing Member LLC.
2. VistraOps shall provide satisfactory documentary evidence to the Director of the Office of Nuclear Reactor Regulation that, as of the date of the license transfer, the licensees reflected in the amended licenses have obtained the appropriate amount of insurance required of a licensee under 10 CFR Part 140 and 10 CFR 50.54(w).

In Attachment 1 to this letter, VistraOps, on behalf of itself and Energy Harbor Nuclear Corp.,

provides the names, addresses, and citizenships of the directors and principal officers of Special Purpose Entity 1 LLC, Special Purpose Entity 2 LLC, Special Purpose Entity 3 LLC, and Special Purpose Entity 2 LLC Managing Member LLC. This satisfies the Orders first condition.

TXX-23082 L-23-261 Page 3 of 4 In Attachment 3, VistraOps, on behalf of itself and Energy Harbor Nuclear Corp., provides letters from American Nuclear Insurers ("ANI") and Nuclear Electric Insurance Limited ("NEIL")

confirming that both ANI and NEIL will write insurance policies for BVPS, DBNPS, and PNPP to be effective as of the license transfers. To the extent the NRC determines that proof of insurance is required for CPNPP, VistraOps is also providing copies of the certificate ofinsurance from ANI and NEIL covering CPNPP. This satisfies the second condition.

Upon completion of the license transfer, VistraOps will adopt and endorse the outstanding commitments, licensing actions, applications, and similar items on the aforementioned docket numbers. VistraOps requests NRC continuation of the regulatory reviews and actions on these items.

For questions related to this submittal that are related to VistraOps or CPPC, please contact Jack Hicks, Manager, Regulatory Affairs at (254) 897-6725 or jack.hicks@luminant.com, and for questions that are related to EHNG or EHNC, contact Phil Lashley, Manager, Fleet Licensing, EHNC at (330) 696-7208 or phlashley@energyharbor.com.

Sincerely, Ken ?eten Ken Peters (Feb 23, 2024 14:26 csn Ken J. Peters Senior Vice President and Chief Nuclear Officer Vistra Operations Company LLC Attachments:

R.5)

David B. Hamilton President and Chief Nuclear Officer Energy Harbor Nuclear Corp.

I.

General Corporate Information for Specified Affiliates ofVistraOps

2.

Affirmation of Stephanie Zapata Moore Regarding Corporate Information for Certain Entities

3.

Copies of Proof oflnsurance cc:

Raymond Lorson, Region I [rkl@nrc.gov]

John Giessner, Region III [John.Giessner@nrc.gov]

John Monninger, Region IV [John.Monninger@nrc.gov]

Andrea Veil, Director, NRR [Andrea.Veil@nrc.gov]

John Lubinski, Director, NMSS [John.Lubinski@nrc.gov]

TXX-23082 Page 4 of 4 L-23-261 Samson Lee, NRC Project Manager [Samson.Lee@nrc.gov]

John Ellegood, Senior Resident Inspector, CPNPP [John.Ellegood@nrc.gov]

Robert Kuntz, NRC Project Manager, EHNC Fleet [robert.kuntz@nrc.gov]

Neil Day, NRC Senior Resident Inspector, BVPS [Neil.Day@nrc.gov]

Brian Towne, NRC Senior Resident Inspector, DBNPS [Brian.Towne@nrc.gov]

James Beavers, NRC Senior Resident Inspector, PNPP [jbeavers@energyharbor.com]

Bryan Werner, Director BRP/DEP [brwerner@pa.gov]

David Baracco, Director BRP/DEP [dbaracco@pa.gov]

Wade DeHaas, Site BRP/DEP [wdehaas@pa.gov]

Chris Salz, URSB and OEMA, State of Ohio [cmsalz@dps.ohio.gov]

Robert Free, Tex. Dept. of State Health Svc. [robert.free@dshs.state.tx.us]

TXX-23082 L-23-261 General Corporate Information for Specified Affiliates of VistraOps

TXX-23082 L-23-261 Page 1 of 4 NAME Vistra Vision Holdings I LLC (Special Purpose Entity 1 LLC)

ADDRESS 6555 Sierra Drive Irving, Texas 75039 STATE OF INCORPORATION Delaware DIRECTORS &

PRINCIPAL OFFICERS James A. Burke President and Chief Executive Officer Kristopher E.

Moldovan Executive Vice President and Chief Financial Officer Carrie L. Kirby Executive Vice President and Chief Administrative Officer Stephanie Zapata Moore Executive Vice President, General Counsel, and Chief Compliance Officer Stephen J. Muscato Executive Vice President and President of Vistra Wholesale Operations & Development Barry T. Boswell Executive Vice President and Chief Fossil &

Renewables Officer Stacey Doré Chief Strategy and Sustainability Officer & Executive Vice President External Affairs Carla A. Howard Senior Vice President and General Tax Counsel Tom Farrah Senior Vice President and Chief Information Officer Margaret Montemayor Senior Vice President, Chief Accounting Officer and Controller William M. Quinn Senior Vice President and Treasurer Cynthia Vodopivec Senior Vice President Daniel J. Kelly Senior Vice President and Deputy General Counsel Shawn Stuckey Senior Vice President of Commercial Operations Claudia Morrow Senior Vice President Ben Elliott Senior Vice President of Fossil, Renewables, and Battery Operations Sam Siegel Vice President of Wholesale Strategy Yuki Whitmire Vice President, Associate General Counsel, and Corporate Secretary Katherine Reilly Assistant Corporate Secretary Daniela Gutierrez Assistant Corporate Secretary Mark McDaniels Vice President of Renewables and Storage John B. Lang Vice President of Finance and Assistant Treasurer Jessica H. Miller Vice President All officers and directors are U.S. citizens with the same business address as listed above.

TXX-23082 L-23-261 Page 2 of 4 NAME Vistra Vision LLC (Special Purpose Entity 2 LLC)

ADDRESS 6555 Sierra Drive Irving, Texas 75039 STATE OF INCORPORATION Delaware DIRECTORS &

PRINCIPAL OFFICERS James A. Burke President and Chief Executive Officer Kristopher E.

Moldovan Executive Vice President and Chief Financial Officer Carrie L. Kirby Executive Vice President and Chief Administrative Officer Stephanie Zapata Moore Executive Vice President, General Counsel, and Chief Compliance Officer Stephen J. Muscato Executive Vice President and President of Vistra Wholesale Operations & Development Barry T. Boswell Executive Vice President and Chief Fossil &

Renewables Officer Stacey Doré Chief Strategy and Sustainability Officer & Executive Vice President External Affairs Carla A. Howard Senior Vice President and General Tax Counsel Tom Farrah Senior Vice President and Chief Information Officer Margaret Montemayor Senior Vice President, Chief Accounting Officer and Controller William M. Quinn Senior Vice President and Treasurer Cynthia Vodopivec Senior Vice President Daniel J. Kelly Senior Vice President and Deputy General Counsel Shawn Stuckey Senior Vice President of Commercial Operations Claudia Morrow Senior Vice President Ben Elliott Senior Vice President of Fossil, Renewables, and Battery Operations Sam Siegel Vice President of Wholesale Strategy Yuki Whitmire Vice President, Associate General Counsel, and Corporate Secretary Katherine Reilly Assistant Corporate Secretary Daniela Gutierrez Assistant Corporate Secretary Mark McDaniels Vice President of Renewables and Storage John B. Lang Vice President of Finance and Assistant Treasurer Jessica H. Miller Vice President All officers and directors are U.S. citizens with the same business address as listed above.

TXX-23082 L-23-261 Page 3 of 4 NAME Vistra Vision Holdings II LLC (Special Purpose Entity 3 LLC)

ADDRESS 6555 Sierra Drive Irving, Texas 75039 STATE OF INCORPORATION Delaware DIRECTORS &

PRINCIPAL OFFICERS James A. Burke President and Chief Executive Officer Kristopher E.

Moldovan Executive Vice President and Chief Financial Officer Carrie L. Kirby Executive Vice President and Chief Administrative Officer Stephanie Zapata Moore Executive Vice President, General Counsel, and Chief Compliance Officer Stephen J. Muscato Executive Vice President and President of Vistra Wholesale Operations & Development Barry T. Boswell Executive Vice President and Chief Fossil &

Renewables Officer Stacey Doré Chief Strategy and Sustainability Officer & Executive Vice President External Affairs Carla A. Howard Senior Vice President and General Tax Counsel Tom Farrah Senior Vice President and Chief Information Officer Margaret Montemayor Senior Vice President, Chief Accounting Officer and Controller William M. Quinn Senior Vice President and Treasurer Cynthia Vodopivec Senior Vice President Daniel J. Kelly Senior Vice President and Deputy General Counsel Shawn Stuckey Senior Vice President of Commercial Operations Claudia Morrow Senior Vice President Ben Elliott Senior Vice President of Fossil, Renewables, and Battery Operations Sam Siegel Vice President of Wholesale Strategy Yuki Whitmire Vice President, Associate General Counsel, and Corporate Secretary Katherine Reilly Assistant Corporate Secretary Daniela Gutierrez Assistant Corporate Secretary Mark McDaniels Vice President of Renewables and Storage John B. Lang Vice President of Finance and Assistant Treasurer Jessica H. Miller Vice President All officers and directors are U.S. citizens with the same business address as listed above.

TXX-23082 L-23-261 Page 4 of 4 NAME Vistra Vision Management LLC (Special Purpose Entity 2 Managing Member LLC)

ADDRESS 6555 Sierra Drive Irving, Texas 75039 STATE OF INCORPORATION Delaware DIRECTORS &

PRINCIPAL OFFICERS James A. Burke President and Chief Executive Officer Kristopher E.

Moldovan Executive Vice President and Chief Financial Officer Carrie L. Kirby Executive Vice President and Chief Administrative Officer Stephanie Zapata Moore Executive Vice President, General Counsel, and Chief Compliance Officer Stephen J. Muscato Executive Vice President and President of Vistra Wholesale Operations & Development Barry T. Boswell Executive Vice President and Chief Fossil &

Renewables Officer Stacey Doré Chief Strategy and Sustainability Officer & Executive Vice President External Affairs Carla A. Howard Senior Vice President and General Tax Counsel Tom Farrah Senior Vice President and Chief Information Officer Margaret Montemayor Senior Vice President, Chief Accounting Officer and Controller William M. Quinn Senior Vice President and Treasurer Cynthia Vodopivec Senior Vice President Daniel J. Kelly Senior Vice President and Deputy General Counsel Shawn Stuckey Senior Vice President of Commercial Operations Claudia Morrow Senior Vice President Ben Elliott Senior Vice President of Fossil, Renewables, and Battery Operations Sam Siegel Vice President of Wholesale Strategy Yuki Whitmire Vice President, Associate General Counsel, and Corporate Secretary Katherine Reilly Assistant Corporate Secretary Daniela Gutierrez Assistant Corporate Secretary Mark McDaniels Vice President of Renewables and Storage John B. Lang Vice President of Finance and Assistant Treasurer Jessica H. Miller Vice President All officers and directors are U.S. citizens with the same business address as listed above.

TXX-23082 L-23-261 Affirmation of Stephanie Zapata Moore Regarding Corporate Information of Certain Entities

TXX-23082 L-23-261 Page 1 of 1 AFFIRMATION OF STEPHANIE ZAPATA MOORE I, Stephanie Zapata Moore, do hereby declare under penalty of perjury under the laws of the United States of America that the following is true and correct: (1) I am the Executive Vice President, General Counsel, and Chief Compliance Officer of Vistra Operations Company LLC, (2) I am duly authorized to execute and file this affirmation on behalf ofVistra Operations Company LLC, and (3) the information regarding the names, addresses, and citizenship of the directors and principal officers of Special Purpose Entity 1 LLC, Special Purpose Entity 2 LLC, Special Purpose Entity 3 LLC, and Special Purpose Entity 2 LLC Managing Member LLC provided m to the attached Notice of Planned Closing of Transaction and Provision of Documents to Satisfy Order Conditions are true and correct to the best of my information, knowledge and belief.

VISTRA OPERATIONS COMPANYLLC By:

Date:

Stephanie Zapata Moore (Feb 23, 2024 13:37 CST)

Stephanie Zapata Moore Executive Vice President, General Counsel, and Chief Compliance Officer February 23, 2024

TXX-23082 L-23-261 Copies of Proof of Insurance

Jason Martinez, CPCU, ARM, ARe Director, Underwriting American Nuclear Insurers 95 Glastonbury Blvd., Suite 300 Glastonbury, CT 06033-4453 jmartinez@nuclearinsurance.com Voice: (860) 682-1341 Fax: (860) 659-0002 December 4, 2023 Attn: Document Control Director, Office of Nuclear Regulatory Commission U.S. Nuclear Regulatory Commission Washington, DC 20555-0001 Re: Energy Harbor Nuclear Generation LLC and Vistra Operations Company LLC NRC Operating License Transfers for:

1) Beaver Valley Power Station Unit 1 and 2
2) Davis-Besse Nuclear Power Station Unit 1
3) Perry Nuclear Power Plant Unit 1 To Whom It May Concern, In regards to my previous memorandum on October 24, 2023, ANI was informed today that the NRC license transfer is now expected to be on or before February 29, 2024. Thus, this letter confirms that American Nuclear Insurers will continue to write nuclear liability insurance for Energy Harbor Nuclear Generation LLC and Vistra Operations Company LLC for all the above captioned nuclear power stations.

As of the date of the license transfer, we will amend the policy and certificates for the Beaver Valley Power Station Unit 1 and 2 as follows:

a. Facility Form Policy No. NF -0226: ANI will amend the named insured to Energy Harbor Nuclear Generation LLC and Vistra Operations Company LLC in lieu of Energy Harbor Nuclear Generation LLC and Energy Harbor Nuclear Corp.. The operator of the facility will also change to Vistra Operations Company LLC.
b. Master Worker Certificate No. NW -0603: ANI will amend the named insureds to Energy Harbor Nuclear Generation LLC and Vistra Operations Company LLC in lieu of Energy Harbor Nuclear Generation LLC and Energy Harbor Nuclear Corp.. The operator of the facility will also change to Vistra Operations Company LLC.
c. SFP Certificate No. N -0058: ANI will amend the named insureds to Energy Harbor Nuclear Generation LLC and Vistra Operations Company LLC in lieu of Energy Harbor Nuclear Generation LLC and Energy Harbor Nuclear Corp..
d. SFP Certificate No. N -0058: ANI will add Vistra Operations Company LLC to the Bond for payment of retrospective premiums. Vistra Operations Company LLC is assuming all

Attn: Document Control December 4, 2023 Page 2 past and future liabilities of Energy Harbor Nuclear Corp. for the payment of retrospective premiums.

e. SFP Certificate No. N -0110: ANI will amend the named insureds to Energy Harbor Nuclear Generation LLC and Vistra Operations Company LLC in lieu of Energy Harbor Nuclear Generation LLC and Energy Harbor Nuclear Corp..
f. SFP Certificate No. N -0110: ANI will add Vistra Operations Company LLC to the Bond for payment of retrospective premiums. Vistra Operations Company LLC is assuming all past and future liabilities of Energy Harbor Nuclear Corp. for the payment of retrospective premiums.

We will amend the policy and certificates for the Davis-Besse Nuclear Power Station Unit 1 as follows:

a. Facility Form Policy No. NF -0236: ANI will amend the named insured to Energy Harbor Nuclear Generation LLC and Vistra Operations Company LLC in lieu of Energy Harbor Nuclear Generation LLC and Energy Harbor Nuclear Corp.. The operator of the facility will also change to Vistra Operations Company LLC.
b. Master Worker Certificate No. NW -0608: ANI will amend the named insureds to Energy Harbor Nuclear Generation LLC and Vistra Operations Company LLC in lieu of Energy Harbor Nuclear Generation LLC and Energy Harbor Nuclear Corp.. The operator of the facility will also change to Vistra Operations Company LLC.
c. SFP Certificate No. N -0061: ANI will amend the named insureds to Energy Harbor Nuclear Generation LLC and Vistra Operations Company LLC in lieu of Energy Harbor Nuclear Generation LLC and Energy Harbor Nuclear Corp..
d. SFP Certificate No. N -0061: ANI will add Vistra Operations Company LLC to the Bond for payment of retrospective premiums. Vistra Operations Company LLC is assuming all past and future liabilities of Energy Harbor Nuclear Corp. for the payment of retrospective premiums.

We will amend the policy and certificates for the Perry Nuclear Power Plant Unit 1 as follows:

a. Facility Form Policy No. NF -0291: ANI will amend the named insured to Energy Harbor Nuclear Generation LLC and Vistra Operations Company LLC in lieu of Energy Harbor Nuclear Generation LLC and Energy Harbor Nuclear Corp.. The operator of the facility will also change to Vistra Operations Company LLC.

Attn: Document Control December 4, 2023 Page 3

b. Master Worker Certificate No. NW -0644: ANI will amend the named insureds to Energy Harbor Nuclear Generation LLC and Vistra Operations Company LLC in lieu of Energy Harbor Nuclear Generation LLC and Energy Harbor Nuclear Corp.. The operator of the facility will also change to Vistra Operations Company LLC.

c.

SFP Certificate No. N -0102: ANI will amend the named insureds to Energy Harbor Nuclear Generation LLC and Vistra Operations Company LLC in lieu of Energy Harbor Nuclear Generation LLC and Energy Harbor Nuclear Corp..

d. SFP Certificate No. N -0102: ANI will add Vistra Operations Company LLC to the Bond for payment of retrospective premiums. Vistra Operations Company LLC is assuming all past and future liabilities of Energy Harbor Nuclear Corp. for the payment of retrospective premiums.

The commitment to write insurance for Energy Harbor Nuclear Generation LLC and Vistra Operations Company LLC for all the above captioned nuclear power stations remains valid through March 15, 2024. In the event the license transfers occur after this date, ANI will review the existing circumstances prior to reinstating our commitment to provide insurance.

Please feel free to contact me with any questions or concerns.

Yours sincerely, Jason Martinez, CPCU, ARM, Are Director, Underwriting C: Energy Harbor - Korzhiletskiy, Jessica Marsh - Hansen, Everett; Evans, Dan; Webster, Mark

December 14, 2023 ATTN: Document Control Desk Director, Office of Nuclear Reactor Regulation U.S. Nuclear Regulatory Commission Washington, DC 20555-0001 Re.: Energy Harbor Nuclear Generation LLC - Acquisition by Vistra Corp.

To whom it may concern:

Nuclear Electric Insurance Limited 1 Righter Parkway Suite 210 Wilmington, DE 19803 USA office + 302 888 3000 fax + 302 888 3007 This letter confirms that Nuclear Electric Insurance Limited is willing to maintain the Property and Decontamination Liability Insurance Policies for Energy Harbor Nuclear Generation LLC as the 100% owner of the Beaver Valley Power Station, Davis-Besse Nuclear Power Station, and Perry Nuclear Power Plant, as well as the Independent Spent Fuel Storage Installation (ISFSI) at each location, subsequent to its acquisition by Vistra Corp. and associated license transfer.

Property and Decontamination Liability Insurance Policies are currently in effect through April 1, 2024 and will remain effective upon close of the acquisition of Energy Harbor Nuclear Generation LLC by Vistra Corp.

The limits on the above referenced policies will satisfy the NRC required minimum insurance limit of $1.06 Billion for these sites.

This commitment to maintain Property and Decontamination Liability Insurance Policies for Energy Harbor Nuclear Generation LLC through April 1, 2024 remains valid through March 31,.2024. If the acquisition takes place after that date, we will review the circumstances before re-stating our commitment.

Sincerely, Stephen Woods Vice President and Chief Underwriting Officer cc:

Kate Fowler (Marsh USA)

Scott Lauchlan (NEIL Services)

Ken Manne (NEIL Services)

Peter Cavanaugh (NEIL Services)

ACORD@

CERTIFICATE OF LIABILITY INSURANCE I

DATE (MM/00/YYYY)

~

11/20/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.

THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s).

PRODUCER

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MARSH USA LLC.

NAME:

PHONE I

FAX 500 Dallas St., Sutte 1500 16/r Mn l:.t\ *

(AIC Nol:

Houston, TX 77002 E-MAIL ADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC#

CN102906071-24-25 INSURER A : American Nuclear Insurers INSURED INSURERB :

Comanche Peak Power Company LLC 6555 Sierra Drive INSURERC :

Irving, TX 75039 INSURERD :

INSURER E :

INSURERF :

COVERAGES CERTIFICATE NUMBER:

HOU-003366105-17 REVISION NUMBER: 10 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR TYPE OF INSURANCE ADDL 5UBR POLICY EFF POLICY EXP LIMITS LTR IM<:n wvn POLICY NUMBER (MM/DD/YYYYI (MM/DD/YYYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1---~

CLAIMS-MADE OCCUR DAMPluc: TU RtN, c:u PREMISES (Ea occurrence)

~

MED EXP (Any one person)

PERSONAL & ADV INJURY

~

GEN'L AGGREGATE LIMIT APPLIES PER:

GENERAL AG GREGA TE R

PRO-PRODUCTS - COMP/OP AGG POLICY JECT LOC OTHER:

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident)

ANY AUTO BODILY INJURY (Per person)

>-- OWNED

~

SCHEDULED AUTOS ONLY AUTOS BODIL y INJURY (Per accidenl) $

>-- HIRED 1--- NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident!

UMBRELLA LIAB H OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED I I RETENTION $

WORKERS COMPENSATION I PER I I OTH-AND EMPLOYERS' LIABILITY STATUTE ER YIN ANYPROPRIETORIPARTNER/EXECUTIVE 0 E.L. EACH ACCIDENT OFFICER/MEMBEREXCLUDED?

N/A (Mandatory in NH)

E.L. DISEASE - EA EMPLOYEE $

~li~~~~ o1~PERATIONS below E.L. DISEASE - POLICY LIMIT A

Nuclear Energy Liability See Attached Acord 101 01/0112024 01/0112025 See Attached Acord 101 Insurance DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Addllional Remarks Schedule, may be attached if more space is required)

CERTIFICATE HOLDER CANCELLATION Comanche Peak Power Company LLC SHOU LO ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN: Shirley Bartxlur THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 6555 Sierra Drive ACCORDANCE WITH THE POLICY PROVISIONS.

Irving, TX 75039 AUTHOR~EDREPRESENTATIVE I

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© 1988-2016 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03)

The ACORD name and logo are registered marks of ACORD

AGENCY CUSTOMER ID: _C_N_1---'0_2..c...90-'-6'-'0--'--7_1 ___________

LOC #: Houston ADDITIONAL REMARKS SCHEDULE Page 2

of 3

AGENCY NAMED INSURED MARSH USA LLC.

Comanche Peak Power Company LLC 6555 Sierra Drive POLICY NUMBER Irving, TX 75039 CARRIER I

NAICCODE EFFECTIVE DATE:

ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:

25 FORM TITLE: Certificate of Liability Insurance CERTIFICATE OF NUCLEAR ENERGY LIABILITY INSURANCE This is to certify that there is in force as of the effective date of this Certificate a Nuclear Energy Liability Insurance Policy issued by members of American Nuclear Insurers as indicated (Companies), to the Insured named herein, with respect to the Nuclear Facility at the Location shown and/or with respect to the lnsured's operations described herein. If such policy is cancelled or otherwise terminated prior to the end of December 31st of the calendar year in which the Effective Date of this Certificate occurs, notice will be delivered in accordance with the pclicy provisions. Otherwise this Certificate shall terminate as of the end of such December 31st. A Certificate will NOT be issued for any subsequent calendar year unless requested in writing.

Types of Insurance: NF - [Facility Form], NW- [Master Worker Certificate], NS - [US Domestic Supplier's & Transporters], FS - !Foreign Suppliers & Transpcrters], N -(Secondary Financial Protection Certificate]

COVERAGE FOR NUCLEAR FACILITIES:

1. SITE #1 - COMANCHE PEAK LOCATION OF NUCLEAR FACILITY: Comanche Peak Nuclear Power Plant is located on the south bank of Squaw Creek Reservoir near the town of Glen Rose in Somervell County, Texas approximately 35 miles southwest of Fort Worth and 67 miles southwest of Dallas, Texas.

NAMED INSURED (LISTED ON POLICY]: Commanche Peak Power Company LLC (NOTE 1]

POLICY NUMBER:

POLICY EFFECTIVE:

LIMIT OF LIABILITY:

NF-0274 NW-0631 01/01/1983 01/01/1983

2. SECONDARY FINANCIAL PROTECTION CERTIFICATES

$500 Million

$500 Million" In accordance with Price-Anderson Act, Section 170b of the Atomic Energy Act of 1954, as amended and 10CFR140.11(4) the following Secondary Financial Protection Certificates are issued lo the Master SFP policy in the custody of the NRG.

Certificate#

N-0090 N-0119 Reactor Name Comanche Peak 1 Comanche Peak 2 COVERAGE FOR SUPPLIER'S & TRANSPORTER'S:

3. US DOMESTIC S&T SFP CERTIFICATE HOLDER/NRG LICENSEE Commanche Peak Power Company LLC [NOTE 1]

Commanche Peak Power Company LLC [NOTE 1]

DESCRIPTION OF OPERATIONS: Furnishing of seMces, materials, parts or equipment in connection with the planning, construction, maintenance, involving the handling, storage, shipment, use or disposal of specified types of nuclear materials.

NAMED INSURED (LISTED ON POLICY]: Vislra Corp. (NOTE 2]

POLICY NUMBER:

POLICY EFFECTIVE:

LIMIT OF LIABILITY:

NS-0440 11/13/1983 S500 Million THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.

The insurance afforded by the policy(ies) is subject to the exclusions, conditions and other provisions of the pclicy(ies). Neither this Certificate nor any contract or other document with respect lo which it is issued shall amend, extend or alter the coverage afforded by the policy. The Limit of liability shown above may have been reduced by payment of claims or claims expenses.

COMMENTS/NOTES:

" Master Worker Certificate - This limit is shared by all Certificates to the Master Worker Policy of which each Certificate is a part and is subject lo all of the provisions of such Policy and Certificate having reference thereto. Such limit may have been reduced by payment of claims or claims expenses.

NOTE 1 - Additional Insured Definition: Any other person or organization with respect to his legal respcnsibility for covered damages or covered environmental cleanup costs because of bodily injury, property damage or environmental damage caused by the nuclear energy hazard. (does not include as an insured the United States of America or any of its agencies, except the Tennessee Valley Authority)

ACORD 101 (2008/01)

© 2008 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

AGENCY CUSTOMER ID: CN102906071 LO C #: Houston ADDITIONAL REMARKS SCHEDULE Page 3

of 3

AGENCY NAMED INSURED MARSH USA LLC.

Comanche Peak Power Company LLC 6555 Sierra Drive POLICY NUMBER Irving, TX 75039 CARRIER I

NAICCODE EFFECTIVE DATE:

ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM 15 A SCHEDULE TO ACORD FORM, FORM NUMBER:

25 FORM TITLE: Certificate of Liability Insurance NOTE 2 - Additional Insured Definition: Any other person or organization with respect to his legal responsibility for covered damages or covered environmental cleanup costs because of bodily injury, property damage, or environmental damage caused by the radioactive, toxic, explosive or other hazardous properties of source material, special nuclear material, spent fuel or waste in the course of transportation, including handling and temporary storage thereto, by or on behalf of the named insured. (does not include as an insured the United States of America or any of its agencies)

ACORD 101 (2008/01)

© 2008 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

ISSUED TO:

ADDRESS:

Nuclear Electric Insurance Limited 1201 N Market St Suite 1200 Wilmington, DE 19801 USA office + 302 888 3000 fax + 302 888 3007 CERTIFICATE OF INSURANCE Comanche Peak Nuclear Power Plant P.O.Box 1002 Glen Rose, TX 76043 THIS IS TO CERTIFY that insurance has been effected with NUCLEAR ELECTRIC INSURANCE LIMITED, 1201 Market Street, Suite 1100, Wilmington, Delaware 19801, under Policy No. P23-115 as follows:

MEMBER INSURED:

ADDRESS:

PROPERTY INSURED:

COVERAGE:

AMOUNT OF I NU RANCE:

P23-l 15 CPNPP Comanche Peak Power Company LLC 6555 Sierra Drive Irving, Texas75039 Comanche Peak Nuclear Power Plant (Units 1 and 2)

Property and Decontamination Liability Insurance A. Except as provided in Item 6.8 and 6.C, the Insurer's maximum Limit of Liability from any one Accident will not exceed $960,000,000, provided, however, that the Insurer shall not be liable for more than 90% of the first $400,000,000 ofloss under this Policy.

8. The Insurer's maximum Limit of Liability resulting from any one Accident that involves coverage under paragraph I.A 1, subsection I.F or Section I.G will not exceed $2,210,000,000; provided, however, that (1) the Insurer shall not be liable for more than 90% of the

$400,000,000 of Loss under this policy, and (2) not more than $960,000,000 of such Limit of Liability may be used for losses that are covered under Policy provisions otherthan paragraph I.A.2, subsection I.For Section I.G.

C. The Insurer's maximum Limit of liability caused by any one Accident that involves coverage under paragraph 1.E.2. will not exceed $10,000,000

P23-115 CPNPP D. The Insurers Limit of Liability caused by any one Accident that involves coverage under paragraph I.E.3. is the greater of $5,000,000 or an amount equal to ten percent (10%) of the Loss (excluding the Expediting Expense), but not to exceed a maximum of $20,000,000.

E. The Insurers Limit of Liability caused by any one Accident that involves coverage under paragraph I.E.4. will not exceed $2,500,000.

F. The Insurers Limit of Liability caused by any one Accident that involves coverage under paragraph I.E.6. will not exceed $2,000,000 INSUREDS:

Comanche Peak Power Company LLC Additional Insureds: Vistra Operations Company LLC, Vistra Corp. Any person, organization or entity to whom or to which Comanche Peak Power Company LLC or any of the foregoing Insureds is obligated, by virtue of a written agreement, to provide insurance as is afforded by this policy.

POLICY TERM:

12:01 a.m. on April 1, 2023 to 12:01 a.m. on April 1, 2024 Standard time in Hamilton, Bermuda.

LOSS PAYEE CLAUSE:

A.

Expenses covered under Section I.A.1 (Nuclear Liability Coverage) shall be adjusted with the Member Insured and payable to:

Comanche Peak Power Company LLC B.

All other covered Losses, except for expenses covered under Section I.G, shall be adjusted with the Member Insured and payable to:

Comanche Peak Power Company LLC C.

Expenses covered under Section I.G. (Decommission Liability Coverage) shall be adjusted with the Member Insured and payable to:

Mellon Bank, N.A., as Trustee of the trusts created under the Nuclear Decommissioning Trust Agreement between Comanche Peak Power Company LLC and Mellon Bank, N.A., dated as of January 1, 2002.

The Member Insured may, by written notice to the Insurer, designate other Payees under Items 10 A, B or C.

This Certificate is not transferable and may be canceled by NUCLEAR ELECTRIC INSURANCE LIMITED by giving 60 days written notice to the party to whom this Certificate is issued prior to cancellation of the insurance described herein, unless specifically provided for otherwise under the Terms, Conditions and Exceptions of the Policy.

P23-115 CPNPP THIS CERTIFICATE is for information only; it is not a contract of insurance but attests that a policy as numbered herein, and as it stands at the date of this Certificate, has been issued by the Company.

Said policy is subject to change by endorsement and cancellation in accordance with its terms.

As of the date of this certificate, the Policy included coverage for Property Damage caused by Flood.

EFFECTIVE DATE OF THIS CERTIFICATE: April 1, 2023 CERTIFICATE EXPIRES: April 1, 2024, unless canceled sooner.

Signed by:

NEIL SERVICES, INC.

Matthew G Beck Matthew G. Beck Underwriter

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