FENOCF/rsf Eneq$/ Atrclear @ating Coozpany

341 White Pond DiveAkron, Ahio 44320

Darin M. BenyakVice President, Nuclear Support and Regulatory Affairs

September 25, 2019L-19-219

U.S. Nuclear Regulatory CommissionAttention: Document Control DeskWashington, D,C. 20555

SUBJECT:Beaver Valley Power Station, Unit Nos. 1 and 2Docket No. 50-334, License No. DPR-66Docket No. 50-412, License No. NPF-73Beaver Valley Power Station, Unit Nos. 1 and 2, ISFSIDocket No. 72-1043

Davis-Besse Nuclear Power Station, Unit No. 1

Docket No. 50-346, License No. NPF-3Davis-Besse Nuclear Power Station, Unit No. 1

Docket No. 72-14ISFSI

Perry Nuclear Power Plant, Unit No. 1

Docket No. 50-440, License No. NPF-58Perry Nuclear Power Plant, Unit No. 1 ISFSIDocket No. 72-69

10 cFR 50.8010 cFR 50.9010 cFR 72.sO

tto lication for Order Licenses and ConforminLicense Amendments (EPID-L-201 9-LLM-0000)

By letter dated April 26,2419 (Accession No. ML19116A087), as supplemented by lettersdated May 31, 2019 (Accession No. ML19151A531), August 2, 2019 (Accession No.ML1 9214A100), and August 29, 2019 (Accession No. ML1 9241A462), FirstEnergyNuclear Operating Company (FENOC), acting on behalf of itself and FirstEnergy NuclearGeneration, LLC (FENGen, or together with FENOC, the Applicants), submitted anapplication (Application) for transfer of control of Beaver Valley Power Station, Unit Nos. 1

and 2 (BVPS-1 , BVPS-2, or collectively as BVPS); Davis-Besse Nuclear Power Station,Unit No. 1 (DBNPS); and Perry Nuclear Power Plant, Unit No. 1 (PNPP); and theirrespective generally licensed independent spent fuel storage installation facilities (lSFSls)

Beaver Valley Power Station, Unit Nos. 1 and 2Beaver Valley Power Station ISFSIDavis-Besse Nuclear Power Station, Unit No. 1

Davis-Besse Nuclear Power Station ISFSIPerry Nuclear Power Plant, Unit No. 1

Perry Nuclear Power Plant ISFSIL- 1 9-21 IPage 2

(collectively referred to as the Facilities). -The transaction described in the Applicationwould result in the transfer of control of the Applicants to a newly created ultimateparent company, referred to as New HoldCo, which would be a separate legal entityfrom the current ultimate parent company, FirstEnergy Corp. As described in theApplication, the transfer of control would facilitate the Applicants' emergence frombankruptcy.

As described in the letter dated May 31,2019, FENOC committed to reconcile anyshortfall in decommissioning funding assurance for BVPS-1 in accordance with10 CFR 50.75(e)(1) on or priorto the date the license transfertransaction isconsummated. ln the letter dated August 29,2019, FENOC reiterated that a shortfall inthe BVPS-1 nuclear decommissioning trust exists. FENOC intends to reconcile theshortfall by depositing funds lnto a provisional decommissioning trust. A form of theprovisional decommissioning trust agreement is attached. FENOC remains committedto reconcile the shortfall on or prior to the date the license transfer transaction isconsummated.

As described in the letter dated April 26, 2019, the Application was submitted to the NRCin advance of confirmation of the Plan of Reorganization (Plan) in order to permit promptimplementation of the Plan upon confirmation by the bankruptcy court. NRC approval ofthe Application is required before the Applicants can reorganize and emerge frombankruptcy. Due to unsettled issues associated with the bankruptcy process, theApplicants have not yet received confirmation of the Plan. Therefore, the Applicantscontinue to request NRC approval of the Application as soon as practicable following thecompletion of commitments associated with the Application.

The information provided in this submittal does not invalidate the no significant hazardsconsideration analysis provided in the Application.

There are no regulatory commitments contained in this letter. lf there are any questions or ifadditional information is required, please contact Mr. Thomas A. Lentz, Manager, NuclearLicensing and Regulatory Affairs, at (330) 315-6810.

Beaver Valley Power Station, Unit Nos. 1 and 2Beaver Valley Power Station ISFSIDavis-Besse Nuclear Power Station, Unit No. 1

Davis-Besse Nuclear Power Station ISFSIPerry Nuclear Power Plant, Unit No. 1

Perry Nuclear Power Plant ISFSIL- 1 9-21 IPage 3

I declare under penalty of perjury that the foregoing is true and correct. Executed onSeptember LS , 2019.

Sincerely,s

Darin M. Benyak

Attachment:Form of FirstEnergy Nuclear Generation, LLC Provisional Decommissioning TrustAgreement for Beaver Valley Power Station Unit 1

cc: Director, NRRNRC Region I AdministratorNRC Region lll AdministratorNRC Project Manager - FENOC FIeetNRC Resident lnspector - Beaver Valley Power StationNRC Resident lnspector - Davis-Besse Nuclear Power StationNRC Resident lnspector - Perry Nuclear Power PlantDirector BRP/DEPSite Representative BRP/DEPBranch Chief, Ohio Emergency Management Agency, State of Ohio (NRC

Liaison)Utility Radiological Safety Board

AttachmentL-19-219

Form of FirstEnergy Nuclear Generation, LLCProvisional Decommissioning Trust Agreement

for Beaver Valley Power Station Unit 1

(Thirty-six pages follow)

FIRSTENERGY NUCLEAR GENERATION, LLC

PROVISIONAL DECOMMISSIONING TRUST AGREEMENT

FOR

BEAVER VALLEY POWER STATION UNIT 1

Dated IDATE],2019

TABLB OF CONTENTS

Page

DEFINITIONS.................r.......or..+..rrrr.+..r..+r.+..+r.+..errr.......r..r.....+r....e...r..rr.+r.+..+..oARTICLE I1 .01

ARTICLE22.01

2.02

2.03

2.04

2.05

2.06

ARTICLE 3

3.01

3.02

ARTICLE 4

4.01

4.02

4.03

4.04

4.05

ARTICLE 5

5.01

5.02

ARTICLE 6

6.01

6.02

6.03

6.04

6.05

6.06

6.07

6.08

Definitions........

Fees

PROVISIONAL TRUST PURPOSE AND NAMEProvisional Trust Purpose

Establishment of Provisional Trust............

Acceptance of Appointment

Name of Provisional Trust

No Authority to Conduct Business

No Transferability of Provisional Trust .......

CONTRIBUTIONS...............r.r..rr..rrrr?rr+..rr.rr.rr.r..rrr.rrrrrrrr...rr.r.rrr.r.rr...r..r..r..r..rr.rt

Contributions.

Pooling and Allocation of Net Income

DISTRIBUTIONS...........o....r....+r..r.rr.r..rr...rr..rr.rr.r..rr.r..........r..rr..r..r.rr....e......r..r..

Payment of Decommissioning Costs and Administrative Expenses

Administrative Expenses

7

2

4

4

4

5

5

5

5

5

5

6

6

6

6

6

7

7

IIIIIII9

I9

9

Liquidation of Investments

Other Distributions..

TERMINATION.....................r.r..r..rrrr.r..r.+r..r.rrr.rr..rrr.tr.rrrrr...rrrr.r........r..rr.rr.+r.r..r

Termination of Provisional Trust............

Distribution of Provisional Trust Upon Termination........

TRUSTEES aaa..........r.rrr...r..rr.+rr +rr.+rrrr.rr.rr rr.rr. rr.rr. +rr rrr.. rrr.r.rrr.rr rrr.rrr...rr. +r.+r. +r..rr.rr.r

Authority of Trustee..........

Authorized Representative

Authorized Instructions....

Authentication..

Security Procedure ..........

On-Line Systems

"Securities"

Subcustodians

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10

TABLE OF'CONTENTS(continued)

Page

6.09

6. 10

6.1 I

6.12

6. 13

6.14

6.15

6.r6

6.17

6.1 I6.r9

6.20

6.21

6.22

6.23

6.24

6.25

ARTICLET7.01

7.02

7.03

ARTICLE 8

8.01

8.02

8.03

ARTICLE 9

9.01

9.02

9.03

9.04

Deposits

Depositories.

Overdrafts and Indebtedness

Securing Repayment .....

Pricing and Other Data..

Books of Account

Centralized Functions

Standard of Care/Limitation on LiabilityIndemnification

Force Majeure

Foreign Exchange

Merger of Trustee

Required Disclosure...........

Designation and Qualification of Successor Trustee(s)

Exoneration from Bond.....

Resignation

Transactions With Third Parties

Specific Powers of the Trustee

Discretion in Exercise of Powers..........

INVESTMENTS............r..r..t.........r...rr.rr..+.......1..................r..r..rr......or.....o........

General Investment Powers

Direction by Investment Manager(s)

Prohibition Against Nuclear Sector Investments.......

MISCELLANEOUS.......e.rt..rt.rt.et................e....i.........r..+.e...........r..................r.

Headings

Interpretation.....

Severability of Provisions .........

Delivery of Notices Under Agreement

l1

l1

11

llllT2

13

13

t4l4t4t4l5l516

16

t616

16

18

t920

20

20

22

22

22

22

23

23

-ll-

TABLB OF CONTENTS(continued)

Page

EXHIBITS

9.0s

9.06

9.07

9.08

9.09

9.10

9.1 I

9.12

9.13

9.14

9.15

9.16

Exhibit AExhibit BExhibit C

USA PATRIOT Act

Sanctions ............

Alterations and Amendments...

Successors and Assigns.

Governing Law

ZJ

,/1

24

25

25

25

26

26

26

26

26

26

Contractual Income .......

Contractual Settlement....

Accounting Year

Counterparts ......

Decommissioning LiabilityEntire Agreement ........

Representation..

Decommissioning Certificate No.Distribution Certificate No.Cross-Trading Information

-l1r-

PROVISIONAL DECOMMISSI ONING TRUST AGREEMENT

PROVISIONAL DECOMMISSIONING TRUST AGREEMENT made as of this _day of [MONTH], 2019, by and between FIRSTENERGY NUCLEAR GENERATION, LLC,an Ohio limited liability company (the "-s4pggy"), *d THE BANK OF NEW YORKMELLON, & New York state hank having trust powers (the "Trustee"), ,r Trustee.

WHEREAS, Beaver Valley Power Station ("BVPS") Unit I (the "Unif') is a nuclearfueled electric generating unit, which will require Decommissioning (as defined below) at the endof its useful life;

WHEREAS, pursuant to the requirements of the Nuclear Regulatory Commission (the"W") regulations in Title 10, Chapter I of the Code of Federal Regulations, Part 50, the ownerofthe Unit is required to create and maintain a source of funding to provide forthe costsassociated with the Decommissioning of the Unit;

V/HEREAS, the Company previously established a Nuclear Decommissioning MasterTrust, operating under the Nuclear Decommissioning Master Trust Agreement, dated as ofDecember 1,2005, by and between the Company and the Trustee (the "Master lfrus!"), which,provides financial assurance for Decommissioning of the Unit, subject to certain regulatoryapprovals;

$/HEREAS, the current balance in the Master Trust is insufficient to provide the fullamount of financial assurance required by the NRC, but in the future circumstances may changesuch that the Master Trust is adequate on its own to meet NRC's decommissioning fundingassurance requirements;

WHEREAS, the Company desires to form a provisional trust (the "Provisional Trust")to hold certain funds to provide additional financial assurance for Decommissioning of the Unit,with such funds being subject to distribution to the Company under certain circumstances asspecifically provided herein;

WHEREAS, pursuantto Code sections 671 and 677, the Provisional Trust is intended toconstitute a grantor trust under Code sections 674-677, with the Company treated as the grantor,and as such, the income, gains, deductions, losses and credits of the Provisional Trust shall betreated as income, gains, deductions, losses and credits of the Company; and

WHEREAS, The Bank of New York Mellon is willing to serve as Trustee of theProvisional Trust on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the mutual promises herein contained and othergood and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the Trustee hereby agrees:

TO HAVE AND TO HOLD the assets of the Provisional Trust;

TO INVEST AND REINVEST the same as provided herein;

I

IN TRUST NEVERTHELESS, for the uses and purposes and upon the terms andconditions, as hereinafter set forth; and

TO PAY OR DISTRIBUTE from the Provisional Trust as provided herein.

ARTICLB 1

DEFINITIONS

1.01 Definitions. As used in this Provisional Decommissioning Trust Agreement, thefollowing terms shall have the following meanings:

(a) " " has the meaning given in Section 4.02.

(b)..Ag@,meanSthisProvisionalDecommissioningTrustAgreementasthesame may be amended, modified, or supplemented from time to time.

(c) "Alternate Fundinq Determination" means (i) a determination by the Companythatthe fund balances of the Master Trust fully satisff theNRC's requirements for financialassurance for Decommissioning of the Unit, or (ii) a determination that the conditions of theFunding Regulation have been satisfied using an alternative method of financial assurance forDecommissioning of the Unit in accordance with NRC requirements.

(d)..@,meansal1applicable1aws,statutes,treaties,rules,codes,ordinances, Regulations, certificates, orders, interpretations, licenses and permits of anyGovernmental Authority and judgments, decrees, injunctions, writs, orders or like action of anycourt, arbitrator or other judicial or quasi-judicial tribunal of competent jurisdiction (includingthose pertaining to health, safety, the environment or otherwise).

(e)oo,,meanSthepersonsdesignatedassuchpursuanttoSection 6.02.

(0 ooEgql4ggqlQqy" means a day other than Saturday or Sunday or any day which is alegal holiday or a day on which banking institutions in the State of Ohio are authorized orrequired by Applicable Law or other action of a Governmental Authority to close.

(g) ooQqglg" means the Internal Revenue Code of 1986, as amended.

(h) "eglqpgry" has the meaning given in the Preamble of this Agreement.

(i)..@,meanStheremovalofanyoralloftheUnitfromserviceanddisposal of its components and materials in accordance with Applicable Law. This process shallinclude, but not be limited to: (i) pre-shutdown planning activities related to the Unit's removaland disposal including studies, licensing, and regulatory filings and non-DOE spent fuel storage,(ii) work done to prepare and carry out DECON or SAFSTOR (as defined by the NRC) of the Unitand the Site, whichever is applicable, (iii) the removal of radioactively contaminated andradioactively uncontaminated portions of the Unit and disposing of the same at the end of theoperating life of the Unit, (iv) work done to the Site and the Unit's associated equipment and

2

facilities and to other areas, whether or not such areas are contiguous to the Site and equipmentand facilities, in order to decontaminate such Site and such areas, (v) work done by or on behalfof the Company (or for which the Company is charged) to a facility where any portion of theUnit and their associated equipment and facilities are to be disposed of in order to prepare andmaintain such facility as a disposal site, and (vi) any other activities as authorized by the NRC.

fi) " 'means a document properly completed andexecuted by an Authorized Representative of the Company and substantially in the form ofExhibit A as it may from time to time be amended.

(k)..,meanSallcostsandexpenseSrelatingoraIlocableto,or incurred in connection with, Decommissioning, including, but not limited to, thedecontamination and/or removal of the equipment, structures and portions of the Unit and theSite, including planning; provided, however, that if Applicable Lawprohibits the foregoing orimposes requirements that are more costly to implement than their removal, the term"Decommissioning Costs" shall mean all costs and expenses relating or allocable to, or incurredin connection with, the requirements imposed by Applicable Law at the end of the Unit'soperating life.

(l).,,,meanSadocumentproperlycompletedandexecutedby an Authorized Representative ofthe Company and substantially inthe form of Exhibit B as itmay from time to time be amended.

(m) " ' shall mean those programs,policies, procedures and measures designed to ensure compliance with, and prevent violations of,Sanctions.

(n)..@,,meanSthedateofthisAgreementasshownonthefirstpagehereof.

(o) "@g!!g8" has the meaning given in Section 7.02(h).

G)..@,meanS10CFR$50.75,oranycomparableRegulationpromulgated by the NRC.

(q) "fu!!q" means the funds held in the Provisional Trust.

(r)o.,,meanSanyfederal,state,county,municipal,foreign,international, regional or other goveflrmental authority, agency, board, body, instrumentality orcourt, including, without limitation, the NRC.

(s) "@'has the meaning given in Section 3.01.

(t) "@" has the meaning given in Section 8.01.

(u) " ' has the meaning given in Section 8.01.

(v) "@!EIIEE!" has the meaning given in the Recitals of this Agreement.

J

(*) "NMSS Director" has the meaning given in Section 4.05(c).

(") (6NRC" has the meaning given in the Recitals of this Agreement.

(V) "Q1g!gI" means any order relating to Decommissioning issued by a GovernmentalAuthority and applicable to a nuclear fueled electric generating unit.

(z) "Permitted Designffi" has the meaning given in Section 4.05(a).

(aa) "Provi[lonal T.fust" has the meaning given in the Recitals of this Agreement.

(bb) "Bggulation" means any requirement having the force of law, which is bindingon the Company.

(cc) "S,Ug!iong" shall mean all economic sanctions, laws, rules, regulations, executiveorders and requirements administered by any govenrmental authority of the U.S. (including theU.S. Office of Foreign Assets Control) and the European Union (including any nationaljurisdiction or member state thereof), in addition to any other applicable authority withjurisdiction over the Company.

(dd) "Eerv.]ce" means the Internal Revenue Service or any successor thereto.

(ee) 6'Site" means the land upon which the Unit is situated.

(ff) 'ob!gg" has the meaning given in the Preamble of this Agreement, or anysuccessor appointed pursuant to Section 6.22.

ARTICLE 2

PROVISIONAL TRUST PURPOSE AND NAME

2.0I Provisional Trust Purpose. Subject only to the provisions of Article 4, theexclusive putpose of this Provisional Trust is to provide financial assurance forDecommissioning the Unit, in addition to that already provided by the Master Trust, byaccumulating and holding funds for the contemplated Decommissioning of the Unit and to usesuch funds, if necessary, in the first instance, for expenses related to the Decommissioning of theUnit as defined by the NRC in its Regulations and issuances, and as provided in the licensesissued by the NRC for the Unit and any amendments thereto.

2.02 Establishment of Provisional Trust. By execution of this Agreement, theCompany:

(a) establishes the Provisional Trust for the benefit of the Company and the NRC (butin the case of the NRC, only to the extent that the provisions of 3l U.S.C. 3302(b) would not beapplicable), which shall be effective on the Effective Date and which shall consist of the InitialContribution delivered to the Trustee by the Company in accordance with Section 3.01, as wellas investments, reinvestments and earnings on such Initial Contribution, as well as anysubsequent contributions; and

4

(b) appoints The Bank of New York Mellon as Trustee of the Provisional Trust.

2.03 Acceptance of Appointment. Upon the terms and conditions set forth in thisAgreement, The Bank of New York Mellon accepts appointment as Trustee of this ProvisionalTrust. The Trustee declares that it will hold all estate, right, title and interest it may acquirehereunder exclusively for the pu{poses set forth in this Article 2, subject only to the provisions ofArticle 4. The Trustee shall receive the Initial Contribution deposited with it by the Companyin trust for the benefit of the Company. The Trustee shall hold, manage, invest and administerthe assets of this Provisional Trust, together with earnings and appreciation thereon, inaccordance with this Agreement. In performing its duties under this Agreement, the Trusteeshall exercise the same care and diligence that it would devote to its own property in likecircumstances. In addition, to the extent the Trustee or an Investment Manager is managingassets of this Provisional Trust, the Trustee or such Investment Manager shall act inaccordance with the general standards of prudent investment as specified in 1 I CFR$ 35.32(a)(3) or any comparable Regulation. The Company and the Trustee intend that no thirdparty shall have access to the Provisional Trust except as provided herein.

2.04 Name of Provisional Trust. The Initial Contribution received by the Trustee,together with the proceeds, reinvestments and appreciation thereof and any additionalcontributions shall constitute the "FirstEnergy Nuclear Generation, LLC BVPS Unit 1

Provisional Decommissioning Trust" (herein, the "Provisional Trust").

2.05 No Authority to Conduct Business. Subject to Article 4, the purpose of theProvisional Trust is limited specifically to the matters set forth in Section?.}l, and there is noobjective to carry on any business unrelated to the Provisional Trust purpose set forth inSection 2.0L, or divide the gains therefrom.

2.06 No Transferability of ProvigiQnal Trust. The interest of the Company in theProvisional Trust is neither transferable, whether voluntarily or involuntarily, by the Companynor subject to the payment of the claims of creditors of the Company; provided, however, thatany creditor of the Company as to which a Decommissioning Certificate has been properlycompleted and submitted to the Trustee may assert a claim directly against the Provisional Trustin an amount not to exceed the amount specified in such Decommissioning Certificate; andprovided, further, that all or aportion of the interest of the Company in the Provisional Trustmay be transferred to a purchaser of all or substantially all of the assets of the Unit that alsoassumes responsibility for Decommissioning such Unit.

ARTICLE 3

CONTRIBUTIONS

3.01 Contributions. Upon the Effective Date of this Agreement and establishment ofthe appropriate account by the Trustee, the Company shall contribute [XXX] Million Dollars($-,000,000)incashtotheProvisionalTrust(theo.@,,).Thereafter,contributions may be made by the Company from time to time.

5

3.02 Poolins and Allocation ofNet Income. The Trustee may pool the assets of thisProvisional Trust for investment purposes in accordance with the written instructions of theCompany, subject to the limitations on investments contained in Article 8. Net income shall beallocated on a pro rata basis, based upon the relative proportion of assets pooled. The Trusteemay rely upon the written opinion of legal counsel of the Company, who may be an employee ofthe Company, with respect to any question arising under this Section 3.03.

ARTICLE 4

DISTRIBUTIONS

4.01 Payment of Decommissioning Costs and Administrative Expenses. In addition topayments otherwise authorized by this Agreement, the Trustee shall make payments out of assetsof the Provisional Trust upon presentation to the Trustee of a Decommissioning Certificate bythe Company instructing the Trustee to disburse amounts in the Provisional Trust in a mannerdesignated in such Decommissioning Certificate for purposes of paying costs, liabilities andexpenses of Decommissioning or, if so specified, administrative expenses related to servicesauthorized by the Companypursuantto Section4.02. If the assets ofthe Provisional Trust areinsufficient to permit the payment in full of amounts to be paid pursuant to a DecommissioningCertificate, the Trustee shall have no liability with respect to such insufficiency and noobligation to use its own funds to pay the same.

4.02 Administrative Expenses. In addition to the payment of administrative expensespaid pursuant to Section 4.01, from time to time, the Trustee shall make payments of alladministrative expenses (including taxes whether imposed upon the Provisional Trust or uponthe Company or its affiliates, reasonable out-of-pocket expenses, and the Trustee's fees asspecified in the agreement referred to in Section 4.03 (collectively, the "AdudutstrativeExpenses")) in connection with the operation of the Provisional Trust pursuant to thisAgreement. At the direction of an Authorized Representative, (which direction shall include theamountto be distributed) the Trustee shall distribute, withinthirty (30) Business Days of the endof each calendar quarter, to the Company an amount equal to the aggregate federal, state andlocal tax attributable to its interest in the Provisional Trust that would have been imposed on theCompany for such quartero determined as if the Company had filed separate federal, state andlocal income tax returns with taxes computed at the maximum marginal corporate tax rate. Suchdistribution shall be reduced, but not below zero, for any excess distributions made hereunderwith respect to prior quarters such that the total distributions under this Section 4.02 with respectto any calendar year equals the federal, state and local taxes that would be due if the Companyfiled separate federal, state and local income tax returns with taxes computed at the maximummarginal corporate tax rate. If the assets of the Provisional Trust are insufficient to permit thepayment in full of amounts payable under this Section 4.02, the Trustee shall have no liabilitywith respect to such insufficiency and no obligation to use its own funds to pay the same.

4.03 Fees. The Trustee shall receive as exclusive compensation for its services suchamounts as may from time to time be agreed to by the Trustee and the Compffiy, as well asexpenses necessarily incurred by it in the execution of the Trusts hereunder. The Companyacknowledges that, as part of the Trustee's compensation, the Trustee will earn interest on

6

balances, including disbursement balances and balances arising from purchase and saletransactions.

4.04 Liquidation of Investments. At the direction of the Company or its InvestmentManager, the Trustee shall sell or liquidate such investments of the Provisional Trust as may bespecified, with the proceeds to be credited to the Provisional Trust.

4.05 Other Distributions. The Trustee shall distribute the assets of the ProvisionalTrust, after payment of or reserve for any remaining Administrative Expenses, or costs oftermination, to the Company, and any of its designated affiliates, subsidiaries or assigns (each, a$Permitted Desiqnee") and/or to the Master Trust in the manner described in this Section 4.05.

(a) Event of an Alternate If there hasbeen an Alternate Funding Determination, the Company shall have the right, subject to theprovisions of Section a.05(c) below, to a distribution (at the election of the Company, to be madein cash or in kind) of up to all of the assets of the Provisional Trust, such distribution to be madeto the Company or its Permitted Designee upon presentation to the Trustee of a DistributionCertificate in which the Company has indicated its right to receive a "Distribution in the Event ofan Alternate Funding Determination."

(b) Distribution to the Master Trust. At any time, the Company, in its sole discretion,may direct the Trustee to distribute the assets of the Provisional Trust, in whole or in part, to theMaster Trust.

(c) Distributions in the Absence of an Alternate Funding Determination. If noAlternate Funding Determination has been made, the Trustee shall make payments in accordancewith Section 4.01.

(d) Notice to the NRC. Except for withdrawals being made after Decommissioninghas begun or forpayments pursuant to Section4.02 in connectionwith the operation of the fund,no disbursement or payment may be made from the trust until the Company provides writtennotice of the intention to make a disbursement or payment has been given to the NRC's Director,Office of Nuclear Reactor Regulation ("NRR Director") or Director, Office of Nuclear_MaterialSafety and Safeguards ("NMSS llirector"), ns applicable, at least 30 working days before thedate of the intended disbursement or payment. The disbursement or payment from the trust maybe made following the 3O-working day notice period if the Trustee does not receive writtennotice of objection from the NRR Director or NMSS Director within the notice period.Disbursements or payments from the trust, other than for payments pursuant to Section 4.02 inconnection with the operation of the fund or for a distribution pursuant to Section 4.05(a), arerestricted to Decommissioning expenses or transfer to another financial assurance methodacceptable under applicable NRC regulations until final Decommissioning has been completed.After Decommissioning has begun and withdrawals from the decommissioning fund are madeafter Decommissioning has begun, no further notification need be made to the NRC.

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ARTICLE 5

TERMINATION

5.01 Termination of Provisional Trust. The Provisional Trust shall terminate only asand when the application on the first to occur of (i) the date on which all the assets and propertyof the Provisional Trust have been distributed pursuant to Section 4.05, (ii) the completion of theDecommissioning of the Unit (as evidenced by written notification of that fact to the Trustee bythe Authorized Representative) or (iii) twenty-one (21) years after the death of the last survivorof each person who was an officer or director of the Company on the date of this Agreement andeach of their descendants born on or prior to that date. Prior to its termination, this ProvisionalTrust shall be irrevocable.

s.02 on of Provisional Upon termination of thisProvisional Trust, the Trustee shall, at the direction of the Company or its Investment Manager,liquidate the assets of the Provisional Trust and distribute them (including accrued, accumulatedand undistributed net income) in such mamer as is consistent with any terms and conditionsimposed by any Governmental Authority withjurisdiction overthe Unit, less all reasonable finalAdministrative Expenses (including accrued taxes), to the Company.

ARTICLE 6

TRUSTEES

6.01 Authoritv of Trustee. The Trustee shall have the authority and discretion tomanage and control the Funds to the extent provided in this Agreement but does not guaranteethe Funds in any manner against investment loss or depreciation in asset value or guarantee theadequacy of the Funds to satisff the Decommissioning Costs.

6.02 Authorized Representative. "Authorized Representative" shall mean any Personauthorized by the Company or an Investment Manager to give oral or written Instructions withrespect to the Fund or with respect to foreign exchange, derivative investments or informationand transactional web based services provided by the Trustee or any direct or indirect subsidiaryof The Bank of New York Mellon Corporation (a "BNY Mellon Affiliate"). "@lInstructions" shall mean instructions expressed in spoken words received by the Trustee and

ritten Instructions" shall mean written cofitmunications received by the Trustee byS.W.I.F.T., overnight deliv€ry, postal services, facsimile transmission, email, on-linecofitmunication system or other method or system, each as specified by the Trustee as availablefor use in connection with the services hereunder. Authorized Representatives shall includePersons authorized by an Authorized Representative. Authorized Representatives, theirsignatures and the extent of their authority shall be provided by Written Instructions. TheCompany shall cause the Investment Manager to furnish the Trustee with Written Instructionsidentiffing Authorized Representatives and their signatures. The Trustee may conclusively relyon the authority of such Authorized Representatives until it receives a Written Instruction to thecontrary.

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6.03 Authorized Instructions. The Trustee shall be entitled to rely upon any Oral orWritten Instructions actually received by the Trustee and reasonably believed by the Trustee tobe from an Authorized Representative ("Authorized IBstructions"). The Company agrees thatan Authorized Representative shall forward to the Trustee Written Instructions confirming OralInstructions by the close of business of the same day that such Oral Instructions are given to theTrustee. The Trustee may act on such Oral Instructions but is not obligated to do so untilWritten Instructions are received. The Company agrees that the fact that Written Instructionsconfirming Oral Instructions are not received or that contrary Written Instructions are receivedby the Trustee shall in no way affect the validity or enforceability of transactions authorized bysuch Oral Instructions and effected by the Trustee. Provided, however, that if the Trustee has notyet acted upon Oral Instructions upon receipt of contrary Written Instructions, the Trustee shallbe bound by such Written Instructions.

6.04 Authentication. If the Trustee receives Written Instructions that appeffi on theirface to have been transmitted by an Authorized Representative via (i) facsimile, email, or otherelectronic method that is not secure, or (ii) secure electronic transmission containing applicableauthorization codes, passwords or authentication keys, the Company understands and agrees thatthe Trustee cannot determine the identity of the actual sender of such Written Instructions andthat the Trustee shall be entitled to conclusively presume that such Written Instructions havebeen sent by an Authorized Representative and are Authorized Instructions. The Company shallbe responsible for ensuring that only Authorized Representatives transmit such WrittenInstructions to the Trustee and that all Authorized Representatives treat applicable user andauthorization codes, passwords and authentication keys with extreme care.

6.05 Security Procedure. The Company acknowledges and agrees that it is fullyinformed of the protections and risks associated with the various methods of transmitting WrittenInstructions to the Trustee and that there may be more secure methods of transmitting WrittenInstructions than the method selected by the sender. The Company agrees that the securityprocedures, if ffiy, to be followed in connection with a transmission of Written Instructionsprovide to it a coiltmercially reasonable degree of protection in light of its particular needs andcircumstances.

6.06 On-Line S).stems. If an Authorized Representative elects to transmit WrittenInstructions through an on-line cofilmunication system offered by the Trustee, the use thereofshall be subject to any terms and conditions contained in a separate written agreement. If anAuthorized Representative elects, with the Trustee's prior consent, to transmit WrittenInstructions through an on-line corlmunications service owned or operated by a third party, theCompany agrees that the Trustee shall not be responsible or liable for the reliability oravailability of any such service.

6.07 "Securities" shall include, without limitatiotr, ffiy common stock and other equitysecurities, depository receipts, limited partnership and limited liability company interests, bonds,debentures and other debt securities, notes or other obligations, and any instruments representingrights to receive, purchase, or subscribe for the same, or representing any other rights or intereststherein (whether represented by a certificate or held in a Depository (as defined below), with aSubcustodian (as defined below) or on the books of the issuer) that are acceptable to the Trustee.Subject to the terms hereof, the Company hereby authorizes the Trustee to hold any Securities in

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registered form in the name of the Trustee or one of its nominees. Securities held hereundershall be segregated on the Trustee's books and records from the Trustee's own property. TheTrustee shall be entitled to utilize Subcustodians and Depositories in connection with itsperformance hereunder. Securities and cash held through Subcustodians shall be held subject tothe terms and conditions of the Trustee's or a BNY Mellon Affiliate's agreements with suchSubcustodians. Securities and cash deposited by the Trustee in a Depository will be held subjectto the rules, terms and conditions of such Depository. Subcustodians may hold Securities inDepositories in which such Subcustodians participate. Unless otherwise required by local law orpractice or a particular subcustodian agreement, Securities deposited with Subcustodians will beheld in a commingled account in the name of the Trustee or a BNY Mellon Affiliate for itsclients. The Trustee shall identify on its books and records the Securities and cash belonging tothe Fund, whether held directly or indirectly through Depositories or Subcustodians. In no eventshall the Trustee be liable for any losses, costs, expenses, damages, liabilities and claims("Losses") arising out of the holding of Securities or cash in any particular country, including butnot limited to, Losses resulting from nationalization, expropriation or other goveffrmentalactions; regulation of the banking or securities industry; exchange or currency controls orrestrictions, devaluations or fluctuations or currency redenomination; availability of Securities orcash or market conditions which prevent the transfer of property or the execution of Securitiestransactions or affect the value of property ountry Risk Events

6.08Subcustodians...W@,,shal1meanabankorotherfinancialinstitution(other than a Depository) that is utilized by the Trustee or by a BNY Mellon Affiliate, in itsdiscretion, in connection with the purchase, sale or custody of Securities or cash hereunder. TheTrustee shall exercise reasonable care in the selection or retention, monitoring and continued useof Subcustodians in light of prevailing rules, practices, procedures and circumstances in therelevant market (the "Required Car.g").

With respect to any Losses incurred by the Trust, the Compfltry, or any other person as aresult of the acts or the failure to act by any Subcustodian ("Operational Lossm,") whichspecifically excludes Losses arising out of or relating to Country Risk Events), the Trustee shallbe liable for:

(a) Operational Losses with respect to Securities or cash held by the Trustee with orthrough a BNY Mellon Affiliate; and

(b) Operational Losses with respect to Securities or cash held by the Trustee with orthrough a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such OperationalLosses were directly caused by failure on the part of the Trustee to exercise Required Care.

With respect to all other Operational Losses not covered by clauses (a) and (b) above, theTrustee shall take appropriate action to recover Operational Losses from such Subcustodian, andTrustee's sole liability shall be limited to amounts recovered from such Subcustodian (exclusiveof costs and expenses incurred by the Trustee).

In addition, the Trustee shall be liable for repayment to the Trust of cash credited to theFund and credited to any relevant cash account at the Subcustodian that the Trustee is not able torecover from the Subcustodian (other than as a result of Country Risk Events).

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6.09 Deposits. The Trustee may hold cash in accounts or may arrange to have suchcash held by a BNY Mellon Affiliate, Subcustodian, or with a Depository (defined below).Where cash is on deposit with the Trustee, a Subcustodian, a BNY Mellon Affiliate or aDepository, it will be subject to the terms of this Agreement and such deposit terms andconditions as may be issued by such entity from time to time.

6.10 Depositories. "Depository" shall include the Book-Entry System, the DepositoryTrust Company, Euroclear, Clearstream Banking S.A., the Canadian Depository System, CLSBank and any other securities depository, book-entry system or clearing agency (and theirrespective successors and nominees) authorized to act as a securities depository, book-entrysystemorc1earingagencypursuanttoapplicablelaw...@,,shallmeantheU.S. Federal Reserve/Treasury book-entry system for receiving and delivering securities, itssuccessors and nominees. The Trustee shall have no liability whatsoever for the action orinaction of any Depository or for any Losses resulting from the maintenance of Securities with aDepository. The Trustee shall be liable to repay cash credited to the Fund and credited to anyrelevant account at such Depository (other than as a result of Country Risk Events

6.1 1 Overdrafts and Indebtedness. The Trustee ffifly, in its sole discretion, advancefunds in any currency hereunder. If an overdraft occurs in a Fund (including, without limitation,overdrafts incurred in connection with the settlement of securities transactions, funds transfers orforeign exchange transactions) or if the Company is for any other reason indebted to the Trustee,the Company agrees to repay the Trustee on demand or upon becoming aware of the amount ofthe advance, overdraft or indebtedness, plus accrued interest at a rate then charged by the Trusteeto its institutional custody clients in the relevant currency.

6.12 Securing Repavment. In order to secure repayment of the Trust's obligations tothe Trustee, the Company on behalf of the Trust hereby pledges and grants to the Trustee acontinuing first lien and security interest in, and right of setoff against all of the Trust's right,title and interest in the Fund and the Securities, money and other Property now or hereafter heldin the Fund (including proceeds thereof); provided, that the Company does not grant the Trusteea sesurity interest in any Securities issued by an affiliate of the Trustee (as defined in Section23A of the Federal Reserve Act). The Company represents that Trust owns the securities in theaccount free and clear of all liens, claims, security interests, ffid the first lien and security interestgranted herein shall be subject to no setoffs, counterclaims, or other liens prior to or on a paritywith it in favor of any other party (other than specific liens granted preferred status by statute).The Company shall take any additional steps required to assure the Trustee of such prioritysecurity interest, including notifying third parties or obtaining their consent. The Trustee shall beentitled to collect from the accounts sufficient cash for reimbursement, and if such cash isinsufficient, to sell the securities in the accounts to the extent necessary to obtain reimbursement.In this regard, the Trustee shall be entitled to all the rights and remedies of a pledgee and securedcreditor under applicable laws, rules or regulations as then in effect.

6.13 Pricigg and Other Dgta. For purposes of this Section, "Market Data" shall meanpricing or other data related to securities and other assets. Market Data includes but is notlimited to security identifiers, valuations, bond ratings, classification data, and other datareceived from investment managers and others. In providing Market Data related to the Fund inconnection with this Agreement, the Trustee is authorized to use pricing vendors, brokers,

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dealers, investment managers, Authorized Parties, Subcustodians, Depositories and any otherperson providing Market Data to the Trustee ("I)ata Providers"). The Trustee may followAuthorized Instructions in providing pricing or other Market Data, even if such instructionsdirect the Trustee to override its usual procedures and Market Data sources. The Trustee shall beentitled to rely without inquiry on all Market Data (and all Authorized Instructions related toMarket Data) provided to it, and the Trustee shall not be liable for any losses incurred as a resultof Market Data that contains errors or that is incomplete. The Company acknowledges thatcertain pricing or valuation information may be hased on calculated amounts rather than actualmarket transactions and may not reflect actual market values, and that the variance between suchcalculated amounts and actual market values may be material. The Trustee shall not be requiredto inquire into the pricing or any securities or other assets even though the Trustee may receivedifferent prices for the same securities or assets. Market Data may be the intellectual property ofthe Data Providers, which may impose additional terms and conditions upon the Company' s useof the Market Data. The additional terms and conditions can be found on the Data TermsWebsite, at http : //bnymell on. c om/pr o duct s/as s et s ervicing/vend or a gr e e ment. pdf ta TermsWebsite"), or any successor website the address of which is provided by the Trustee to theCompany. The Company agrees to those terms as they are posted in the Data Terms Websitefrom time to time. Certain service providers hired by the Trustee to provide or to assist theTrustee with providing value-added services requested by the Company (' 'Third Partv ServiceProviders") may not utilize the Company's directed price due to system constraints or differingdata sources. Performance measurement and analytic services may use different data sourcesthan those used by the Trustee to provide Market Data for the Fund, which may result indifferences between custodial reports and performance measurement and analytic reports.

6.14 Books of Account. The Trustee shall keep separate true and correct books ofAccount with respect to each Fund, which books of Account shall at all reasonable times be opento inspection by the Company or its duly appointed representatives. The Trustee shall, uponwritten request of the Company, permit govefirment agencies, such as the NRC or the Service, toinspect the books of Account of each Fund. The Trustee shall furnish to the Company on orabout the tenth business day of each month a statement for each Fund showing, with respect tothe preceding calendar month, the balance of assets on hand at the beginning of such month, allreceipts, investment transactions, and disbursements which took place during such month and thebalance of assets on hand at the end of such month. The Trustee agrees to provide on a timelybasis any information deemed necessary by the Company to file the Company's federal, stateand local tax returns. Upon the expiration of ninety (90) days from the date of filing such writtenreports with the Comp&ny, the Trustee shall be forever released and discharged from all liabilityor accountability to anyone with respect to all acts and transactions shown in such writtenreports, except such acts or transactions as to which the Company shall take exception by writtennotice to the Trustee within such ninety (90) day period; provided, however, that nothingcontained in this Section 6.14 shall be deemed to relieve the Trustee of any liability imposedpursuant to Section 6.16. In the event that any exception taken by the Company cannot beamicably adjusted, the Company may, within one (l) year of the date of such exception, file thewritten report in a court having jurisdiction and upon the audit thereof any and all suchexceptions which may not have been amicably settled shall be heard and adjudicated. Anyexception not so filed within one (1) year shall be deemed waived and any liability of the Trustee

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with respect thereto shall be deemed released. All records and accounts maintained by theTrustee with respect to the Provisional Trust shall be preserved for a period of four (4) years.

6.15 Centralized Functions. The Bank ofNew York Mellon Corporation is a globalfinancial organization that provides services to clients through its affiliates and subsidiaries inmultiple jurisdictions (the "BNY Mellon Gro,rp"). The BNY Mellon Group may centralizefunctions, including audit, accounting, risk, legal, compliance, sales, administration, productcommunication, relationship management, storage, compilation and analysis of customer-relateddata,andotherfunctions(theoo,)inoneormoreaffiliates,subsidiariesand third-party service providers. Solely in connection with the Centralized Functions, (i) theCompany consents to the disclosure of, and authorizes the Trustee to disclose, informationregarding the Company and its accounts ("Customer-Relate ") to the BNY Mellon Groupand to its third-party service providers who are subject to confidentiality obligations with respectto such information and (ii) the Trustee may store the names and business addresses of theCompany's employees on the systems or in the records of the BNY Mellon Group or its serviceproviders. In addition, the BNY Mellon Group may aggregate Customer-Related Data withother data collected and/or calculated by the BNY Mellon Group, and the BNY Mellon Groupwill own all such aggregated data, provided that the BNY Mellon Group shall not distribute theaggregated data in a format that identifies Customer-Related Data with the Company. TheCompany is authorized to consent to the foregoing and confirms that the disclosure to andstorage by the BNY Mellon Group of such information does not violate any relevant dataprotection legislation. In addition, the Trustee may disclose Customer-Related Data as requiredby law or at the request of any governmental or regulatory authority.

6.16 Standard of Care/Limitation on Liability. In performing its duties under thisagreement, the Trustee shall exercise the same care and diligence that it would devote to its ownproperty in like circumstances.

(a) The Trustee shall not be liable for Losses except to the extent that such Losses area direct result of the Trustee's negligence or willful misconduct.

(b) The Trustee shall not be liable to the Company, or the Trust for indirect,consequential or special damages arising in connection with this Agreement even if the Trusteehas been advised of the possibility of such damages.

(c) The Trustee shall not be responsible for the title, validity or genuineness of anySecurities or evidence of title thereto received by it or delivered by it pursuant to this Agreementor for Securities held hereunder being freely transferable or deliverable without encumbrance inany relevant market;

(d) The Trustee shall not be responsible for the failure to receive payment of, or thelate payment of, income or other payments due to the Fund;

(e) The Trustee shall have no duty to take any action to collect any amount payableon Securities in default or if payment is refused after due demand and presentment;

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(f) The Trustee may obtain the advice of counsel and shall be fully protected withrespect to anything done or omitted by it in good faith in conformity with such advice;

(g) The Trustee shall have no duty or responsibility to inquire into, makerecommendations, supervise, or determine the suitability of any transactions affecting the Fundand shall have no liability with respect to the Company's or an Authorized Representative'sdecision to invest in Securities or to hold cash in any currency;

(h) The Trustee shall have no responsibility if the rules or procedures imposed byDepositories, exchange controls, asset freezes or other laws, rules, regulations or orders at anytime prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for theFund; and

(i) The Trustee shall have no liability for any Losses arising from the insolvency ofany Person, including but not limited to a Subcustodian, Depository, broker, bank, and acounterparty to the settlement of a transaction or to a foreign exchange transaction, except asprovided in Sections 6.08 and 6.10 above.

6.17 Indemnification. The Company shall indemniff and hold harmless the Trusteefrom and against all losses, costs expenses, damages, liabilities and claims, including reasonablecounsel fees and expenses in third party suits and in a successful defense of claims asserted bythe Compfltry, relating to or arising out of the performance of the Trustee's obligations under thisAgreement, except to the extent resulting from the Trustee's negligence or willful misconduct.This indemnification shall survive the termination of this Agreement.

6.18 Forcq Maieure. Notwithstanding anything in this Agreement to the contrary, theTrustee shall not be responsible or liahle for any failure to perform under this Agreement or forany Losses to the Fund resulting from any event beyond the reasonable control of the Trustee.

6.19 Foreign Exchanee. Any foreign exchange transaction effected by the Trustee inconnection with this Agreement may be entered with the Trustee or a BNY Mellon Affiliateacting as a principal or otherwise through customary channels. The Comp&try, the InvestmentManager or other fiduciary may issue standing Written Instructions with respect to foreignexchange transactions, but the Trustee may establish rules or limitations concerning any foreignexchange facility made available to the Fund. With respect to foreign exchange transactionsdone through The Bank of New York Mellon's Global Markets FX Desk, it is acting as aprincipal counterparty on its own behalf and is not acting as a fiduciary or agent for, or inconnection with, the Compffiy, the Trust, or an Investment Manager.

6.20 Merger of Trustee. Any corporation or other legal entity into whichthe Trusteemay be merged or with which it may be consolidated, or any corporation or other legal entityresulting from any merger or consolidation to which the Trustee shall be a party, or anycorporation or other legal entity to which the corporate trust functions of the Trustee may betransferred, shall be the successor Trustee under this Agreement without the necessity ofexecuting or filing any additional acceptance of this Agreement orthe perfonnance of anyfurther act on the part of any other parties hereto.

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6.21 Required Disclosure. With respect to Securities that are registered under theSecurities Exchange Act of 1934, as amended (the "Exchange Act") orthat are issued by anissuer registered under the Investment Company Act of 1940, as amended, Section l4(b) of theExchange Act and Rule l4b-2 promulgated thereunder require the Trustee to disclose to issuersof such Securities, upon their request, the name, address and securities position of the Trustee'sclients who are "beneficial owners" (as defined in the Exchange Act) of the issuer's Securities,unless the beneficial owner objects to such disclosure. The Exchange Act defines a "beneficialowner" as any person who has or shares the power to vote a security (pursuant to an agreementor otherwise) or who directs the voting of a security. The Company has designated on thesignature page hereof, whether: (1) as beneficial owner, it objects to the disclosure of its name,address and securities position to any U.S. issuer that requests such information pursuant to theExchange Act for the specific purpose of direct coilrmunications between such issuer and theCompany; or (2) the Trustee shall contact the Investment Manager with respect to relevantSecurities to make the decision whether it objects to the disclosure of the beneficial owner'sname, address and securities position to any U.S. issuer that requests such information pursuantto the Exchange Act.

With respect to Securities issued outside the United States, the Trustee shall discloseinformation required by any Depository, the laws or regulations ofthe relevant jurisdiction, rulesof the relevant stock exchange or organizational documents of an issuer. The Trustee is alsoauthorized to supply any information regarding the Fund that is required by any law, regulationor rules now or hereafter in effect. The Company agrees to supply the Trustee with any requiredinformation if it is not otherwise reasonably available to the Trustee.

6.22 Designation and Qualification of Successor Trustee(s). At any time during theterm of this Provisional Trust, the Company shall have the rightto remove the Trustee (attheCompany's sole discretion) acting hereunder and appoint another qualified entity as a successorTrustee upon sixty (60) days' notice in writing to the Trustee, or upon such shorter notice as maybe acceptable to the Trustee. In the event that the bank or trust company serving as Trustee orsuccessor Trustee shall: (i) become insolvent or admit in writing its insolvency; (ii) be unable oradmit in writing its inability to pay its debts as such debts mature; (iii) make a generalassignment for the benefit of creditors; (iv) have an involuntary petition in bankruptcy filedagainst it; (v) cofilmence a case under or otherwise seek to take advantage of any bankruptcy,reorganization, insolvency, readjustment of debt, dissolution or liquidation law, statute, orproceeding or (vi) resign, the Company shall appoint a successor Trustee as soon as practicable.In the event of any such removal or resignation, the Trustee or successor Trustee shall have theright to have its accounts finalized as provided in Section 6.14. Any successor to the Company,as provided herein, shall have the same right to remove and to appoint any Trustee or successorTrustee.

Any successor Trustee shall be a bank or trust company incorporated and doing businesswithin the United States of America and having a combined capital and surplus of at least TwoHundred Fifty Million Dollars ($250,000,000), if there be such an institution willing, able andlegally qualified to perform the duties of Trustee hereunder upon reasonable or customary terms.

Any successor Trustee shall qualifi, by a duly acknowledged acceptance of thisProvisional Trust, delivered to the Company. Upon acceptance of such appointment by the

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successor Trustee, the Trustee shall assign, transfer and pay over to such successor Trustee theassets then constituting the Provisional Trust. Any successor Trustee shall have all the rights,powers, duties and obligations herein granted to the original Trustee.

6.23 Exoneration from Bond. No bond or other security shall be exacted or required ofany Trustee or successor Trustee appointed pursuant to this Agreement.

6.24 Resignation. The Trustee or any successor Trustee hereof may resign and berelieved as Trustee at any time without prior application to or approval by or order of any courtby a duly acknowledged instrument, which shall be delivered to the Company by the Trustee noless than sixty (60) days prior to the effective date of the Trustee's resignation or upon suchshorter notice as may be acceptable to the Company. If for any reason the Company cannot ordoes not act in the event of the resignation of the Trustee, the Trustee may apply to a court ofcompetent jurisdiction forthe appointment of a successor Trustee and the cost of making suchapplication shall be an Administrative Expense.

6.25 Transactions UHth Third Parties. No person or organization dealing with theTrustee hereunder shall be required to inquire into or to investigate its authority for entering intoany transaction or to see to the application of the proceeds of any such transaction.

ARTICLE 7

POWERS OF THE TRUSTEE

7.01 General Powers. The Trustee shall have and exercise the following powers andauthority in the administration of the Funds at the direction of an Investment Manager wheresuch powers and authority relate to a separate Account established for an Investment Manager,and in its sole diicretion where such powers and authority relate to investments made by theTrustee in accordance with Section 8.01:

(a) topurchase, receive or subscribe for any securities or other property and to retainin trust such securities or other property;

(b) to sell, exchange, convey, transfer, lend, or otherwise dispose of any property heldin the Funds and to make any sale by private contract or public auction; and no person dealingwith the Trustee shall be bound to see to the application of the purchase money or to inquife intothe validity, expediency or propriety of any such sale or other disposition;

(c) to forward to the Authorized Representative designated by the Company proxiesor ballots for any stocks, bonds or other securities held in the Funds in a form to enable theAuthorized Representative to effect the voting of proxies, excluding bankruptcy matters to whichthe Trustee's duties are set forth in (e) below;

(d) to submit or cause to be submitted to the Company or the Investment Manager, asdesignated by the Compflf,y, information received hy the Trustee, or summaries of information,regarding ownership rights pertaining to property held in the Funds, in accordance with the

16

Trustee's practices, excluding bankruptcy matters to which the Trustee's duties are set forth inSection (e) below;

(e) to forward to the Authorized Representative designated by the Company an initialnotice of bankruptcy cases relating to securities held in the Funds and a notice of any requiredaction related to such bankruptcy cases as may be actually received by the Trustee. No fuitheraction or notification related to the bankruptcy case shall be required absent the specificagreement of the parties hereto;

(0 to exercise any rights appurtenant to any such stocks, bonds or other securities forthe conversion thereof into other stocks, bonds or securities, or to exercise rights or options tosubscribe for or purchase additional stocks, bonds or other securities, and to make any and allnecessary payments with respect to any such conversion or exercise, as well as to write optionswith respect to such stocks and to enter into any transactions in other forms of options withrespect to any options which the Funds have outstanding at any time;

(g) to join in, dissent from or oppose the reorganization, recapitalization,consolidation, sale or merger of corporations or properties of which the Funds may hold stocks,bonds or other securities or in which it may be interested, upon such terms and conditions asdeemed wise, to pay any expenses, assessments or subscriptions in connection therewith, and toaccept any securities or property, whether or not trustees would be authorized to invest in suchsecurities or prop€fry, which may be issued upon any such reorganization, recapitalization,consolidation, sale or merger and thereafter to hold the same, without any duty to sell;

(h) to enter into any type of contract with any insurance company or companies,either for the purposes of investment or otherwise; provided that no insurance company dealingwith the Trustee shall be considered to be a party to this Agreement and shall only be bound byand held Accountable to the extent of its contract with the Trustee. Except as otherwise providedby any contract, the insurance company need only look to the Trustee with regard to anyinstructions issued and shall make disbursements or payments to any person, including theTrustee, as shall be directed by the Trustee. Where applicable, the Trustee shall be the soleowner of any and all insurance policies or contracts issued. Such contracts or policies, unlessotherwise determined, shall be held as an asset of the Funds for safekeeping or custodianpurposes only;

(i) upon authorization of the Company to lend the assets of the Funds and,specifically, to loan any securities to brokers, dealers or banks upon such terms, and secured insuch manner, as may be determined by the Trustee, to permit the loaned securities to betransferred into the name of the borrower or others and to permit the borrower to exercise suchrights of ownership over the loaned securities as may be required under the terms of any suchloan; provided, that, with respect to the lending of securities pursuant to this paragraph, theTrustee's powers shall subsume the role of custodian (the expressed intent hereunder being thatthe Trustee, in such case, be deemed a financial institution, within the meaning ofSection 101(22) of the Bankruptcy Code); and provided, further, that any loans made from theFunds shall be made in conformity with such laws or regulations governing such lendingactivities which may have been promulgated by any appropriate regulatory body at the time ofsuch loan;

l7

0) to purchase, enter, sell, hold, and generally deal in any manner in and withcontracts for the immediate or future delivery of financial instruments of any issuer or of anyother property and in foreign exchange or foreign exchange contracts; to grant, purchase, sell,exercise, permit to expire, permit to be held in escrow, and otherwise to acquire, dispose of, holdand generally deal in any manner with and in all forms of options in any combination.

Settlements of transactions may be effected in trading and processing practices customaryin the jurisdiction or market where the transaction occurs. The Company acknowledges that thisffioy, in certain circumstances, require the delivery of cash or securities (or other property)without the concurrent receipt of securities (or other property) or cash and, in suchcircumstances, the Company shall have sole responsibility for nonreceipt of payment (or latepayment) by the counterparty.

7.02 S c Powers of The Trustee shall have the following powers andauthority, to be exercised in its sole discretion with respect to the Funds:

(a) to appoint agents, custodians, sub-trustees, depositories or counsel, domestic orforeign, as to part or all of the Funds and functions incident thereto where, in the sole discretionof the Trustee, such delegation is necessary in order to facilitate the operations of the Funds andsuch delegation is not inconsistent with the purposes of the Funds or in contravention of anyapplicable law. To the extent that the appointment of any such person or entity may be deemedto be the appointment of a fiduciary, the Trustee may exercise the powers granted hereby toappoint as such a fiduciary any person or entity. Upon such delegation, the Trustee may requiresuch reports, bonds or written agreements as it deems necessary to properly monitor the actionsof its delegate;

(b) to cause any investment, either in whole or in part, in the Funds to be registeredin, or transferred into, the Trustee's name or the names of a nominee or nominees, including butnot limited to that of the Trustee or an affiliate of the Trustee, a clearing corporation, or adepository, or in book-entry form, or to retain any such investment unregistered or in a formpermitting transfer by deliverl, provided that the books and records of the Trustee shall at alltimes show that such investments are a part of the Funds; and to cause any such investment, orthe evidence thereof, to be held by the Trustee, in a depository, in a clearing corporation, inbook-entry form, or by any other entity or in any other manner permitted by law; ;

(c) to make, execute and deliver, as Trustee, any and all deeds, leases, mortgages,conveyances, waivers, releases or other instruments in writing necessary or desirable for theaccomplishment of any of the foregoing powers;

(d) to defend against or participate in any legal actions involving the Funds or theTrustee in its capacity stated herein, in the manner and to the extent it deems advisable;

(e) to form corporations and to create trusts, to hold title to any security or otherproperty, to enter into agreements creating partnerships or joint ventures for any purpose orpurposes determined by the Trustee to be in the best interests of the Funds;

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(0 to establish and maintain such separate Accounts in accordance with theinstructions of the Company as the Company deems necessary for the proper administration ofthe Funds, or as determined to be necessary by the Trustee;

(g) to hold uninvested cash in its commercial bank or that of an affiliate, as it shalldeem reasonable or necessary;

(h) to invest in any collective, common or pooled trust fund operated or maintainedexclusively for the commingling and collective investment of monies or other assets includingany such fund operated or maintained by the Trustee or an affiliate. The Company expresslyunderstands and agrees that any such collective fund may provide for the lending of its securitiesby the collective fund trustee and that such collective fund's trustee will receive compensationfor the lending of securities that is separate from any compensation of the Trustee hereunder, orany compensation of the collective fund trustee forthe management of such collective fund. TheTrustee is authorized to invest in a collective fund which invests in Mellon Financial Corporationstock in accordance with the terms and conditions of the Department of Labor ProhibitedTransaction Exemption 95-56 (the "E=gm@,") granted to the Trustee and its affiliates and touse a cross-trading program in accordance with the Exemption. The Company acknowledgesreceipt of the notice entitled "Cross-Trading In ," a copy of which is attached to thisAgreement as Exhibit C;

(i) to invest in open-end and closed-end investment companies, including those forwhich the Trustee or an affiliate provides services for a fee, regardless of the purposes for whichsuch fund or funds were created, and any partnership, limited or unlimited, joint venture andother forms ofjoint enterprise created for any lawful purpose; and

fi) to generally take all action, whether or not expressly authorized, which theTrustee may deem necessary or desirable for the protection of the Funds.

Notwithstanding anything else in this Agreement to the contrary, including, withoutlimitation, any specific or general power granted to the Trustee and to the investment managers,including the power to invest in real property, no portion of the Funds shall be invested in realestate (except for investments tied to market indexes or other non-nuclear sector common trustfunds or mutual funds). For this purpose "EA[3Elgtg" includes, but is not limited to, realproperty, leaseholds or mineral interests.

The powers described in Section7.02 may be exercised by the Trustee with or withoutinstructions from the Company or a party authorized by the Company to act on its behalf, butwhere the Trustee acts on Authorized Instructions, the Trustee shall be fully protected asdescribed in Section 8.01(b). Without limiting the generality of the foregoing, the Trustee shallnot he liable for the acts or omissions of any person appointed under paragraph (a) ofSection 7.02 pursuant to Authorized lnstructions.

7 .03 Discretion in Exercise of Powers. The Trustee shall have, with respect to theProvisional Trust, the powers to do any and all other acts which the Trustee shall deem proper toeffectuate the powers specifically conferred upon it by this Agreement; provided, however, thatthe Trustee may not do any act or participate in any transaction which would:

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(a) Contravene any provision of this Agreement; or

(b) Violate the terms and conditions of any instructions provided in a writtenstatement of the Company

ARTICLE 8

INVESTMENTS

8.01 General Investment Powers.

(a) The Company may appoint one or more investment managers, which may subjectto the Trustee's written consent, include the Trustee, to direct the investment of all or part of theassets of the Provisional Trust. (Each such investment manager is referred to herein as an..@,,andcollectivelyas...',)Anysuchinvestmentmanager(s) or other person directing investments made in the Trusts shall adhere to the "prudentinvestor" standard as specified in 18 CFR 35.32(a)(3) of the Federal Energy RegulatoryCommission ("$re") regulations (the "Prudeulllnvestor Standard"). The Company shallalso have the right to remove such Investment Manager(s). The Comp&try, its affiliates, and itssubsidiaries are prohibited from being engaged as investment manager for the funds or fromgiving day-to-day management direction of the funds' investments or direction on individualinvestments by the funds, except in the case of passive fund management of trust funds wheremanagement is Iimited to investments tracking market indices.

(b) Whenever such appointment is made, the Company shall provide written notice ofsuch appointment to the Trustee, shall specify the portion of the Provisional Trust with respect towhich the Investment Manager has been designated, and shall instruct the Trustee to segregateinto specified accounts those assets designated for management by each Investment Manager(eachsuchaccountisreferredtohereinasanoo@,,).Totheextentthatassetsare segregated into an Investment Account, the Trustee shall be released and relieved of allinvestment duties, responsibilities and liabilities customarily or statutorily incident to a trusteewith respect to the assets in each such Investment Account, and as to such Investment Accountthe Trustee shall act as custodian.

(c) The Company shall cause the Investment Manager to certify in writing to theTrustee the identity of the person or persons authorized to give instructions or directions to theTrustee on behalf of such Investment Manager and to provide specimen signatures of suchpersons. The Trustee may continue to rely upon and comply with all such certifications unlessand until otherwise notified in writing by the Company or an Investment Manager, as the casemay be.

8.02 Direction by Investment Manager(s).

(a) An Investment Manager designated by the Company to manage an InvestmentAccount shall have authority to manage and to direct the acquisition and disposition of the assetsof the Provisional Trust, or a portion thereof, as the case may be, and the Trustee shall exercisethe powers set forth in this Article I only when, if, and in the manner directed by the Company

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in writing, and shall not be under any obligation to invest or otherwise manage any assets in theInvestment Account. An Investment Manager shall have the power and authority, exercisable inits sole discretion at any time, and from time to time, to issue and place orders for the purchaseor sale of portfolio securities directly with qualified brokers or dealers. The Trustee, upon propernotification from an Investment Manager, shall settle the transactions in accordance with theappropriate trading authorizations. The Company shall cause each Investment Manager topromptly provide to the Trustee written notification of each transaction and shall cause each suchInvestment Manager to confirm in writing (or cause the broker or dealer to confirm in writing)the settlement of each such transaction to the Trustee and to the Company. Such notificationshall be proper authority for the Trustee to pay for portfolio securities purchased against receiptthereof and to deliver portfolio securities sold against payment therefor, as the case may be. Alldirections to the Trustee by an Investment Manager shall be in writing and shall be signed by aperson who has been certified by such Investment Manager pursuant to Section 8.0I asauthorized to give instructions or directions to the Trustee.

(b) Should an Investment Manager at any time elect to place security transactionsdirectly with a broker or a dealer, the Trustee shall not recognize such transaction unless anduntil it has received instructions or confirmation of such fact from an Investment Manager.Should an Investment Manager direct the Trustee to utilize the services of any person withregard to the assets under its management or control, such instructions shall be in writing andshall specifically set forth the actions to be taken by the Trustee as to such services. In the eventthat an Investment Manager places security transactions directly or directs the utilization of aservice, such Investment Manager shall be solely responsible for the acts of such persons. Thesole duty of the Trustee as to such transactions shall be incident to its duties as custodian.

(c) The authority of an Investment Manager and the terms and conditions of theappointment and the retention of an Investment Manager shall be the sole responsibility of theCompany, and the Trustee shall not be deemed to be a party or to have any obligations under anyagreement with an Investment Manager. Any duty of supervision or review of the acts,omissions or overall perfofinance of each Investment Manager shall be the exclusiveresponsibility of the Company, and the Trustee shall have no duty to review any securities orother assets purchased by an Investment Manager, or to make suggestions to an InvestmentManager or to the Company with respect to the exercise or nonexercise of any power by anInvestment Manager.

(d) Uponthe written consent of the Company, the assets of the Provisional Trust maybe pooled with the assets of any other trust or trust fund relating to any nuclear unit of theCompany or its affiliates; provided that the book and tax allocations of the pooling arrangementare made in compliance with Code section 704 (and the Treasury Regulations thereunder)provided further that such pooling arrangement elects to be classified as a partnership for federalincome tax purposes.

(e) Notwithstanding any other provision of this Agreement, with respect to thepooling of investments authorized by subparagraph (d) no part of any trust's (or any subsequentholder's) interest in such pool, nor any right pertaining to such interest (including any right tosubstitute another entity for the trust or for any subsequent holder, as holder of investmentspooled pursuant to subparagraph (d)) may be sold, assigned, transferred or otherwise alienated or

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disposed of by any holder of an interest in the pool unless the written consent to the transfer ofevery other holder of interests in such pool is obtained in advance of any such transfer.

(0 Notwithstanding the provisions of subparagraph (e) of this Section, theProvisional Trust's investment in a pooled arrangement may be withdrawn from the pool (but notfrom the Provisional Trust, except as otherwise permitted by this Agreement) at any time upon7 days written notice to the Trustee. If the Provisional Trust withdraws its entire interest in apool, the pooled arrangement shall terminate 30 days after notice of final withdrawal has beengiven by any withdrawing trust unless a majority in interest of the remaining trusts give theirwritten consentto continue the pool within such 30 day period. If the pooled arrangementterminates, each trust's assets will be segregated into a separate account under the Master Trust,and no fuither commingling may occur for a period of at least one year after such termination.

(g) Subparagraphs (d), (e) and (f) apply to transfers of interests within, andwithdrawals from, the pooling arrangement. Nothing within these sections shall be interpreted topermit or to limit transfer of interests in, or withdrawals from, the Provisional Trust, whichtransfers and withdrawals are governed by other provisions of this Agreement. In addition, theprovisions of subparagraphs (d), (e) and (f) shall not limit the authority of the InvestmentManager or Trustee to invest in permissible conlmon or collective trust funds.

8.03 Prohibition Against Nuclear Sector Investments. The Trustee and any InvestmentManager appointed pursuantto Section 8.01(a) are prohibited from investing the funds insecurities or other obligations of the Company, its affiliates, or its successors or assigns, or anyother owner or operator of any nuclear power reactor or their affiliates, subsidiaries, successorsor assigns, or in a mutual fund in which at least 50 percent of the fund is invested in thesecurities of a licensee or parent company whose subsidiary is an owner or operator of a foreignor domestic nuclear power plant. However, the funds may be invested in securities tied tomarket indices or other non-nuclear sector collective, commingled, or mutual funds, providedthat no more than l0 percent of trust assets may be indirectly invested in securities of any entityowning or operating one or more nuclear power plants.

ARTICLE 9

MISCELLANEOUS

9.01 Headings. The section headings set forth in this Agreement and the Table ofContents are inserted for convenience of reference only and shall be disregarded in theconstruction or interpretation of any of the provisions of this Agreement.

9.02 Interpretation. When a reference is made in this Agreement to an Article, Section,Schedule or Exhibit, such reference shall be to an Article or Section of or Schedule or Exhibitto, this Agreement unless otherwise indicated. Any word contained in the text of this Agreementshall be read as the singular or plural and as the masculine, feminine, or neuter as may beapplicable or permissible in the particular context. Unless otherwise specifically stated, the word"person" shall be taken to mean and include an individual, partnership, association, trust,company, or corporation.

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9.03 Severability of Provisions. If any provision at this Agreement or its application toany person or entity or in any circumstances shall be invalid and unenforceable, the applicationof such provision to persons and in circumstances other than those as to which it is invalid orunenforceable and the other provisions of this Agreement, shall not be affected by suchinvalidity or unenforceability.

9.04 Deliverlz of Notices Under Agreement. Any notice, direction or instructionrequired by this Agreement to be given to the Company or the Trustee shall be deemed to havebeen properly given when delivered by electronic mail acknowledged by return email from therecipient, or by postage prepaid registered or certified mail, to the person to be notified as setforth below:

If to the Company:

FirstEnergy Nuclear Generation, LLCAttention: Treasurer76341 White Pond DriveAkron, OH 49320

If to the Trustee:

The Bank of New York MellonTrust and Investment DepartmentAttention: Trust AdministrationRoom 151-4040BNY Mellon CenterPittsburgh, PA 15258

The Company or the Trustee may change the above address by delivering notice thereofin writing to the other party.

9.05 USA PATRIOT Act. The Company hereby acknowledges that the Trustee issubject to federal laws, including the Customer Identification Program ("EIB") requirementsunder the USA PATRIOT Act and its implementing regulations, pursuant to which the Trusteemust obtain, veriff and record information that allows the Trustee to identifu the Company.Accordingly, prior to opening an account hereunder, the Trustee will ask the Company toprovide certain information including, but not limited to, the Company's name, physical address,tax identification number and other information that will help the Trustee to identifu and verifythe Company's identity such as organizational documents, certificate of good standing, license todo business, or other pertinent identiffing information. The Company agrees that the Trusteecannot open an account hereunder unless and until the Trustee verifies the Company's identity inaccordance with the Trustee's CIP.

9.06 Sanctions.

(a) Throughout the term of this Master Trust Agreement, the Company agrees it(i) shall maintain, and comply with, an Economic Sanctions Compliance Program which includes

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measures to accomplish effective and timely scanning of all relevant data with respect toincoming or outgoing assets or transactions; (ii) shall ensure that neither the Company nor any ofits affiliates, directors, or officers, or Investment Managers is an individual or entity that is, or isowned or controlled by an individual or entity that is: (A) the target of Sanctions, or (B) located,organized or resident in a country or territory that is, or whose government is, the target ofSanctions; and (iii) hall not, directly or indirectly, cause or permit the use of the Funds in anymanner that would result in a violation of Sanctions.

(b) The Company will promptly provide to the Trustee such information as theTrustee reasonably requests in connection with the matters referenced in this Section 3.26,including information regarding the accounts hereunder, the assets held or to be held in theaccounts, the source thereof, and the identity of any individual or entity having or claiming aninterest therein. The Trustee may decline to act or provide services in respect of any account,and take such other actions as it, in its reasonable discretion, deems necessary or advisable, inconnection with the matters referenced in this Section 9.06. If the Trustee declines to act orprovide services as provided in the preceding sentence, except as otherwise prohibited byapplicable law or official request, the Trustee will inform the Company thereof as soon asreasonably practicable.

9.07 Alterations and Amendments.

(a) The Trustee and the Company understand and agree that modifications oramendments may be required to this Agreement, and to the exhibits hereto, from time to time toeffectuate the purpose of the Provisional Trust and comply with Applicable Law, any Order, anychanges in tax laws, Regulations or rulings (whether published or private) of the Service and anysimilar state taxing authority, ffid any other changes to the laws applicable to the Company andthe Unit. Subject to Section 9.07(d) below, this Agreement, and the exhibits hereto, may bealtered or amended to the extent necessary or advisable to effectuate such putposes or to complywith such Applicable Law, Order or changes, and to effectuate the distribution provisions ofArticle 4.

(b) Otherwise, this Agreement, and the exhibits hereto, may be amended, modified,or altered for any purpose requested by the Company so long as such amendment, modification,or alteration does not affect the use of the assets of the Provisional Trust to pay theDecommissioning Costs.

(c) Any alteration or amendment to, or modification of, this Agreement or an exhibithereto must be in writing and signed by the Company and the Trustee. The Trustee shall executeany such alteration, modification or amendment required to be executed by it and shall acceptand be governed by any amended, modified or altered schedule delivered to it but shall have noduty to inquire or make any investigation as to whether any amendment, modification oralteration is consistent with this Section 9.06.

(d) This Agreement may not be modified in any material respect without writtennotification to the NRR Director or NMSS Director, as applicable, at least 30 working daysbefore the proposed effective date of the amendment. The Company shall provide the text of theproposed amendment and a statement of the reason for the proposed amendment. The

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Agreement may not be amended if the Trustee receives written notice of objection from the NRRDirector or NMSS Director within the notice period.

9.08 Successors and Assisns.

(a) Subject to the provisions of Sections 2.06 and 6.22, this Agreement shall bebinding upon and inure to the benefit of the Company and the Trustee and their respectivesuccessors, assigns, personal representatives, executors and heirs.

(b) Notwithstanding anything herein to the contrary, in the event Trustee becomessubject to a proceeding under a U.S. special resolution regime, the transfer of this Agreement(and any interest and obligation in or under, and any property securing, this Agreement) fromTrustee will be effective to the same extent as the transfer would be effective under the U.S.special resolution regime if this Agreement (and any interest and obligation in or under, and anyproperty securing, this Agreement) were governed by the laws of the United States or a state ofthe United Statesi md, in the event Trustee or any affiliate becomes subject to a proceedingunder a U.S. special resolution regime, default rights with respect to this Agreement that may beexercised against Trustee are permitted to be exercised to no greater extent than the default rightscould be exercised underthe U.S. special resolution regime if this Agreement were governed bythe laws of the United States or a state of the United States.

9.09 Governins Law.

(a) This Agreement, the Provisional Trust and all questions pertaining to theirvalidity, construction, and administration shall be interpreted, construed and determined inaccordance with the internal substantive laws (and not the choice of law rules) of the State ofOhio to the extent not superseded by federal law. All actions and proceedings brought by theTrustee relating to or arising from, directly or indirectly, this Agreement may be litigated incourts located in the State of Ohio and the Company hereby submits to the jurisdiction of suchcourts. The Company and the Trustee hereby waive the right to a trial by jury in any action orproceeding brought hereunder.

(b) To the extent that, in any jurisdiction, the Company has or hereafter may acquire,or is or hereafter may be entitled to claim, for itself or its assets, immunity (sovereign orotherwise) from suit, execution, attachment (before or after judgment) or any other legal processbrought by or on behalf of the Trustee and arising with respect to this Provisional Trust or theTrustee's functions hereunder, the Company irrevocably agrees not to claim, and hereby waives,such immunity.

9.10 Contractual Income. The Trustee shall credit the Funds with income and maturityproceeds on securities on the contractual payment date net of any taxes or upon actual receipt asagreed between the Trustee and the Company. To the extent the Company and the Trustee haveagreed to credit income on the contractual payment date, the Trustee may reverse suchAccounting entries with back value to the contractual payment date if the Trustee reasonablybelieves that such amount will not be received by it.

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9.1 1 Contractual Settlement. The Trustee will attend to the settlement of securitiestransactions on the basis of either contractual settlement date Accounting or actual settlementdate Accounting as agreed between the Company and the Trustee. To the extent the Companyand the Trustee have agreed to settle certain securities transactions on the basis of contractualsefflement date Accounting, the Trustee may reverse with back value to the contractualsettlement date any entry relating to such contractual settlement where the related transactionremains unsettled according to established procedures.

9.12 Accounting Year. The Provisional Trust shall operate on an accounting yearwhich coincides with the calendar year, January I through December 31.

9.13 Counterparts. This Agreement may be executed in any number of counterparts,each of which shall be an original, with the same effect as if the signatures thereto and heretowere upon the same instrument.

9.14 Decommissioning Liabilitv. Nothing in this Agreement or in any amendment isintended to impose any responsibility on the Trustee for overseeing or paying theDecommissioning Costs otherthan, inthe case of the Trustee, the disbursement of funds inaccordance with Article 4.

9.15 Entire Agreement. This Agreement constitutes the entire agreement between theCompany and the Trustee and supersedes any prior understandings, agreements orrepresentations by or between the parties, written or oral, to the extent related in any manner tothe subject matter hereof.

9.16 Representation. The Company and the Trustee each hereby represent and warrantto the other that it has full authority to enter into this Agreement upon the terms and conditionshereof and that the individual executing this Agreement on its behalf has the requisite authorityto bind it to this Agreement.

ISTGNATURE PAGE FOLLOWSI

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IN WITNESS WHEREOF, the Company and the Trustee have set their hands and sealsto this Agreement as of the day and year first above written.

FIRSTENERGY NUCLEAR GENERATION, LLC

Name:

Title:

THE BANK OF NEW YORK MELLON, asTrustee

By:

Name:

Title:

By

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Pursuant to Section 6.21, as Beneficial Owner:

[ ] Company OBJECTS to disclosure

[ ] Company DOES NOT OBJECT to disclosure

[ ] Trustee shall CONTACT THE INVESTMENT MANAGER with respect to relevantSecurities to make the decision whether it objects to disclosure

IF NO BOX IS CHECKED, TRUSTEE SHALL RE,LEASE SUCH INFORMATION TINTIL ITRECEIVES A CONTRARY WRITTEN TNSTRUCTION FROM THE COMPANY.

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$

BXHIBIT A

DECOMMISSIONING CERTIF'ICATE NO.

The undersigned Authorized Representative of FirstEnergy Nuclear Generation, LLC, aOhio limited liability company (the "!gJE@y"), being duly authorized and empowered toexecute and deliver this Decommissioning Certificate, hereby certifies that payments in theamounts and to the payees listed below are for obligations duly incurred by the Company for theDecommissioning of Beaver Valley Power Station Unit 1 under Applicable Law and herebydirects the Trustee of the FirstEnergy Nuclear Generation LLC Provisional DecommissioningTrust (Provisional Trust), pursuant to Article 4 of the Provisional Trust Agreement to pay toeach payee listed, including the Company if so listed, (Payees) in Exhibit I hereto, the amountsset forth therein, and certifies that the payments requested are proper expenditures of theProvisional Trust.

Accordingly, request is hereby made that the Trustee provide for the withdrawal ofin order to permit payment of such sum to be made to the Payees. You are further

requested to disburse such sum, once withdrawn, directly to such Payees in the followingmanner: ICHECI#WIRE TRANSFER/ I on or before

FIRSTENERGY NUCLEAR GENERATION, LLC

By:Name:Authorized Representative :

Exhibit A-1

$

EXHIBIT B

DISTRIBUTION CERTIFICATE NO.

The undersigned Authorized Representative of FirstEnergy Nuclear Generation, LLC, anOhio limited liability company (the "eg4@y"), being duly authorized and empowered toexecute and deliver this Distribution Certificate, hereby certifies that the Company has a right,subject to the provisions of Section a.05(e) of the Provisional Decommissioning TrustAgreement, to a distribution of all or a portion of the assets of the Provisional Trust for thepurpose indicated by the Company below, ffid as set forth more specifically in Exhibit I hereto,and hereby directs the Trustee of the FirstEnergy Nuclear Generation LLC BVPS Unit IProvisional Decommissioning Trust (Provisional Trust), pursuant to Section 4.05 of theProvisional Decommissioning Trust Agreement, to pay to each payee listed, including theCompany if so listed (Payees), in Exhibit 2 hereto, the amounts set forth therein, and certifiesthat the payments requested are proper expenditures of the Provisional Trust.

Accordingly, request is hereby made that the Trustee provide for the withdrawal ofin order to permit payment of such sum to be made to the Payees. You are further

requested to disburse such sum, once withdrawn, directly to such Payees in the followingmanner: ICHECI#WIRE TRANSFER/ I on or before

n Distribution in the Event of an Alternate Funding Determination

FIRSTENERGY NUCLEAR GENERATION, LLC

By:Name:Authorized Representative :

Exhibit B-1

EXHIBIT C

CROSS,TRADING INFORMATION

As part of the cross-trading program covered by the Exemption for the Trustee and itsaffiliates, the Trustee is to provide to each affected Trust the following information:

I. The existence of the cross-trading program

The Trustee has developed and intends to utilize, wherever practicahle, across-trading program for Indexed Accounts and Large Accounts as those terms aredefined in the Exemption.

II. The "triggering events" creating cross-trade opportunities

In accordance with the exemption three "triggering events" may createopportunities for cross-trading transactions. They are generally the following (seethe Exemption for more information):

A change in the composition or weighting of the index by the independentorganization creating and maintaining the index;

A change in the overall level of investment in an Indexed Account as aresult of investments and withdrawals of the account's opening date,where the Account is a bank collective fund, or on any relevant date fornon-bank collective funds; provided, however, a change in an IndexedAccount resulting from investments or withdrawals of assets of theTrustee's own plans (other than the Trustee's defined contribution plansunder which participants may direct among various investment options,including Indexed Accounts) are excluded as a "triggering event"; or

A recorded declaration by the Trustee that an accumulation of cash in anIndexed Account attributable to interest or dividends on, and/or tenderoffers for, portfolio securities equal to not more than 0.5% of theAccount's total value has occurred.

ilI. The pricing mechanism utilized for securities purchased or sold

Securities will be valued at the current market value for the securities on the dateof the crossing transaction.

Equity securities - the current market value of the equity security will be theclosing price on the day of trading as determined by an independent pricing service;unless the security was added to or deleted from an index after the close of trading,in which case the price will be the opening price for that security on the nextbusiness day after the announcement of the addition or deletion.

A

B

C

Exhibit C-l

Debt securitie the current market value of the debt security will be the pricedetermined by the Trustee as of the close of the day of trading according to theSecurities and Exchange Commission's Rule l7a-7(b)(4) under the InvestmentCompany Act of 1940.

Debt securities that are not reported securities or traded on an exchange will bevalued based on an average of the highest current independent bids and the lowestcurrent independent offers on the day of cross-trading. The Trustee will usereasonable inquiry to obtain such prices from at least three independent sources thatare brokers or market makers. If there are fewer than three independent sources toprice a certain debt security, the closing price quotations will be obtained from allavailable sources.

IV. The allocation methods

Direct cross-trade opportunities will be allocated among potential buyers or sellersof debt or equity securities on a pro rata basis. With respect to equity securities,please note the Trustee imposes a trivial share constraint to reduce excessivecustody ticket charges to participating accounts.

V. Other procedures implemented by the Trustee for its cross-trading practices

The Trustee has developed certain internal operational procedures for cross-tradingdebt and equity securities. These procedures are available upon request.

Exhibit C-2