FENOCF 341 White Pond Drive

Akron. Ohio 44320

PauI A. HardenSr. Vice President & Chief Operating Officer

December 21,2016L-16-357

ATTN: Document Control DeskDirector, Division of Spent Fuel ManagementOffice of Nuclear Material Safety and SafeguardsU. S. Nuclear Regulatory CommissionWashington, DC 20555-0001

SUBJECT:Beaver Valley Power Station ISFSIDocket No. 72-1043Davis-Besse Nuclear Power Station ISFSIDocket No.72-14Perry Nuclear Power Plant ISFSIDocket No. 72-69Replacement of Parental Guarantees

330-436-1 360

10 CFR 72.30(e)

By fetters dated December 9, 2015 (Accession No. ML15343A350) andMarch 21,2016 (Accession No. ML16081 A240), FirstEnergy Nuclear OperatingCompany (FENOC) submitted, to the Nuclear Regulatory Commission (NRC), theIndependent Spent Fuel Storage Installation (lSFSl) decommissioning fundingplans for the Beaver Valley Power Station (BVPS) lSFSl, the Davis-BesseNuclear Power Station (DBNPS) lSFSl, and the Perry Nuclear Power Plant(PNPP) lSFSl. The funding is provided by two parental guarantees (PGs). OnePG was issued by FirstEnergy Corp. for the Ohio Edison Company and TheToledo Edison Company decommissioning obligations associated with the BVPS,Unit No.2ISFSI and the PNPP ISFSI (Accession No. M1141838295). Thesecond PG was issued by FirstEnergy Solutions Corp. (FES) for the FirstEnergyNuclear Generation, LLC (FENGen) decommissioning obligations for the BVPS,Unit Nos. 1 and 2, DBNPS, and PNPP lSFSls (Accession No. ML15181A323).

On April 15, 2016 (Accession No. ML16078A092), the NRC issued an order thattransferred the Ohio Edison Company leased interests in PNPP to FENGen. As aresult, FENGen fully owns PNPP, as well as the PNPP lSFSl.

Beaver Valley Power Station ISFSIDavis-Besse Nuclear Power Station ISFSIPerry Nuclear Power Plant ISFSIL-16-357Page 2

FENOC on behalf of the Ohio Edison Company, The Toledo Edison Company,and FENGen, submitted a request to the NRC on June 24,2016 (Accession No.ML16182A155) to transfer the Ohio Edison Company and The Toledo EdisonCompany leased interests in BVPS, Unit No. 2 to FENGen. Once the transfershave been approved by the NRC and implemented, and upon expiration of thelease terms on June 1,2017, FENGen wil l ful ly own BVPS, Unit Nos. 1 and2;DBNPS; and PNPP; and the respective site lSFSls.

On July 29,2016, Moody's down-graded the FES credit rating from Baa3 toBaZ. OnAugust 1,2016, Standard and Poor's down-graded the FES credit rating from BBB- toBB-. Since then, additional down-grades have occurred. As a result, FES can nolonger satisfy the 10 CFR 30, Appendix A, "Criteria Relating to Use of Financial Testsand Parent Company Guarantees for Providing Reasonable Assurance of Funds forDecommissioning," requirements to issue a parent guarantee. In accordance with therequirements of the FES PG (Accession No. ML15181A323), FES and FENGen arerequired to notify the NRC, in writing, within g0 days of the end of the fiscal year thatFES can no longer satisfy the financial test criteria. This letter provides thisnotification. Furthermore, the PG requires FENGen to provide an alternate financialassurance for the decommissioning funding obligation within 120 days from noticethat FES can no longer satisfy the financial test criteria. FENGen has opted to usethe prepayment method to provide for the ISFSI decommissioning costs. Adecommissioning trust for the FENGen ISFSI obligations has been established.

Since a license transfer request has been submitted to transfer the Ohio EdisonCompany and The Toledo Edison Company leased interests in BVPS, Unit No. 2 toFENGen, the FENGen decommissioning trust wil l also incorporate the Ohio EdisonCompany and the Toledo Edison Company ISFSI decommissioning obligations. TheFENGen ISFSI decommissioning trust was effective on November 28,2016. Thetrust was funded with an initial contribution of $10 million. A copy of the executedFENGen ISFSI trust agreement is enclosed.

As a result of establishing the FENGen ISFSI decommissioning trust, theaforementioned FirstEnergy Corp. and FES PGs are no longer needed. Therefore,this letter provides the required 120-day notification to the NRC of the cancellation ofthe two PGs. However, the FirstEnergy Corp. PG will not be cancelled prior toJune 1 ,2017.

Beaver Valley Power Station ISFSIDavis-Besse Nuclear Power Station ISFSIPerry Nuclear Power Plant ISFSIL-16-357Page 3

There are no regulatory commitments contained in this letter, lf there are anyquestions, or if additional information is required, please contact Mr. Thomas A. Lentz,Manager - Fleet Licensing, at (330) 315-6810.

Enclosure.FirstEnergy Nuclear Generation, LLC Provisional Trust Agreement for Beaver ValleyPower Station lSFSl, Davis-Besse Nuclear Power Station lSFSl, and Perry NuclearPower Plant ISFSI

cc: NRC Region I AdministratorNRC Region l l l AdministratorNRC Resident Inspector for BVPSNRC Resident Inspector for DBNPSNRC Resident Inspector for PNPPNRC Project Manager for BVPSNRC Project Manager for DBNPSNRC Project Manager for PNPPNRC Project Manager for FENOC FleetDirector BRP/DEPSite BRP/DEP RepresentativeUtility Radiological Safety Board

Paul A. Harden

EnclosureL-16-357

FirstEnergy Nuclear Generation, LLC Provisional Trust Agreement forBeaver Valley Power Station lSFSl, Davis-Besse Nuclear Power Station lSFSl, and

Perry Nuclear Power Plant ISFSI(35 Pages Follow)

FIRSTBNERGY NUCLEAR GENERATION, LLC

PROVISIONAL DECOMMISSIONING TRUST AGREEMENT

FOR

BEAVER VALLEY POWBR STATION ISFSI

DAVIS-BBSSE NUCLEAR POWER STATION ISFSI

AND

PERRY NUCLBAR POWER PLANT ISFSI

Dated: November 28.2016

DB1/ 88678827.4

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS.. . . . . . . . . . . . . . . . . .2

1.01 Definit ions... . . . . . . . . . . . . . . . . . . . . . . .2

ARTICLE 2 PROVISIONAL TRUST PURPOSE AND NAME .,..4

2.01 Provisional Trust Purpose........... ..... 4

2.02 Establishment of Provisional Trus1............ ....4

2.03 Acceptance of Appointment ............ 5

2.04 Name of Provisional Trust ............... 5

2.05 No Authority to Conduct Business ................ 5

2.06 No Transferability of Provisional Trus1............ ........... 5

ARTICLE 3 CONTRrBUTrONS.... . . . . . . . . . . . . . . . . . . . . .5

3.01 Contr ibutions... . . . . . . . . . . . . . . . . . . .5

3.02 Contribution in the Event of an Insufficient Funding Determination.................... 5

3.03 Pooling and Allocation of Net Income .......... 6

ARTICLE 4 DISTRIBUTIONS ... . . . . . . . . . . . . . . . . . . . . . . . .6

4.01 Payment of Decommissioning Costs and Administrative Expenses ..................... 6

4.02 Administrative Expenses ........... ......6

4.03 Fees . . . . . . . .6

4.04 Liquidation of Investments ...... ........7

4.05 Other Distributions....... ......7

ARTICLE 5 TERMINATION ................8

5.01 Termination of Provisional Trus1............ ....... 8

5.02 Distribution of Provisional Trust Upon Termination........ ......... I

ARTTCLE 6 TRUSTEES.... . . . . . . . . . . . . . . . . . . . . 8

6.01 Authority of Trustee.......... ............... 8

6.02 Authorized Representative ............... 8

6.03 Authorized Instructions.... ................ 9

6.04 Authentication.. ....9

6.05 Security Procedure... . . . . . . . . . . . . . . . . . . . . . . . . 9

6.06 On-Line Systems .. . . . . . . . . . . . . . .9

6.07 o'Securit ies".. . . . . . . . . . . . . . . . . . . . . . .9

DB1/ 88678827.4- l -

6.08

6.09

6 .10

6 .11

6 .12

6 .13

6.14

6.1s6.16

6 . t7

6 .18

6.r96.20

6.21

6.22

6.23

6.24

6.25

ARTICLE 7

7.01

7.02

ARTICLE 8

8.01

8.02

8.03

ARTICLE 9

9.01

9.02

9.03

9.04

DBl/ 88678827.4

TABLE OF CONTENTS(continued)

Page

Subcustodians .... 10

Deposi ts . . . . . . . . . . . . . . 11

Deposi tor ies . . . . . . . . . . . . . . . . . . . . . 11

Overdrafts and Indebtedness .......... l l

Securing Repayment........ .............. 1l

Pricing and Other Data.. .-l2

Books of Account . . . . . . . . . . . . l2

Centralized Functions ...... 13

Standard of Carellimitation on Liabilitv ..... 13

Indemnification ..l4

Force Majeure .... l4

Foreign Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . I4

Merger of Trustee ......... ... l4

Required Disclosure.. . . . . . . . . . . . . . . . . . . . . . 15

Designation and Qualification of Successor Trustee(s) ........... 15

Exoneration from Bond..... ............. 16

Resignat ion . . . . . . . . . . . . . . . . . . . . . . 16

Transactions With Third Parties ....16

POWERS OF THE TRUSTEE.. . . . . . . . . . . . . . . . . . . 16

General Powers ..16

Specific Powers of the Trustee ...... 18

INVESTMENTS . . . . . . . . . . . . . .20

General Investment Powers ........ ...20

Direction by Investment Manager(s) ...........20

Prohibition Against Nuclear Sector Investments....... ..............22

MISCELLANEOUS .. . . . . . . . . . . . . . . . . . . . .22

Headings . . . . . . . . . . . . . . . . . . . . . . . . . .22

Interpretation..... ...............22

Severabil i ty of Provisions.......... ....22

Delivery of Notices Under Agreement........ ..............23

-11-

TABLE OF CONTENTS(continued)

Page

9.05 USA PATzuOT Act .........23

9.06 Alterations and Amendments....... ................23

9.07 Successors and Assigns. ...24

9.08 Governing Law ..24

9.09 Contractual Income........... .............25

9.10 Contractual Settlement........ ...........25

9.11 Accounting Year . . . . . . . . . . . . . .25

9.12 Counterparts.. . . . . . . . . . . . . . . . . . . .25

9.13 Decommissioning Liability ............25

9.14 Entire Agreement........ .....25

9.15 Representation.. ................25

EXHIBITS

Exhibit AExhibit BExhibit C

Decommissioning Certifi cate No.Distribution Certifi cate No.Cro s s-Trading Information

DBU 88678827.4 - l l1-

PROVISIONAL DECOMMISSIONING TRUST AGRDEMBNT

PROVISIONAL DECOMMISSIONING TRUST AGREEMENT made as of this 28thday of November,20l6,by and between FIRSTENERGY NUCLEAR GENERATION, LLC,an Ohio limited liability company (the "Company"), and THE BANK OF NEW YORKMELLON, & New York state bank having trust powers (the "Iruq!gg"), &s Trustee.

WHEREAS, each of Beaver Valley Power Station Independent Spent Fuel StorageInstallation ('I,SfiSI), Docket No. 72-1043, the Davis-Besse Nuclear Power Station ISFSI,Docket No. 72-14, and Perry Nuclear Power Plant ISFSI, Docket No. 72-69 (collectively, the"ISNIg") is a storage facility for spent nuclear fuel which will require Decommissioning at theend of its useful life;

WHEREAS, pursuant to the requirements of the Nuclear Regulatory Commission (the"I[BE '), each ISFSI owner is required to provide financial assurance for decommissioning of itsISFSI;

WHEREAS, the Company, in order to comply with the requirements of the NRC, hasprovided financial assurance for decommissioning of the ISFSIs by maintaining apnentguarantee, dated as of June 29,2015, made by FirstEnergy Solutions Corp., an Ohio corporation,to the Company (the "Parental Guaranty");

WHEREAS, 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-.Irus!"), which,potentially,ata future date, could be used to provide financial assurance for decommissioning ofthe ISFSIs, subject to certain regulatory approvals;

wHEREAS,theCompanydesirestoformaprovisionaltrust(the..@,,)to hold certain funds to provide financial assurance for decommissioning of the ISFSIs, inlieuofthe Parental Guaranty, with such funds being subject to distribution to the Company undercertain circumstances as specifically provided herein;

WHEREAS, pursuant to 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;

DBU 88678827.4

TO INVEST AND REINVEST the same as provided herein;

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.

ARTICLE 1

DEFINITIONS

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

(a) "Administrative Ex " has the meaning given in Section4.02.

(b). .A@,meansthisProvis ionalDecommissioningTrustAgreementasthesame may be amended, modified, or supplemented from time to time.

(c) " " means (i) a determination, Order,Regulation or other action by the NRC, which permits the funds in the Master Trust to satisfr theNRC's requirements for financial assurance for decommissioning of the ISFSIs, or (ii) adetermination that the conditions of the Funding Regulation have been satisfied using analternative method of fi.nancial assurance for decommissioning of the ISFSIs in accordance withNRC requirements, such as a parent guarantee issued from a parent company that meets allapplicable NRC requirements.

(d). .@' 'meanSal lappl icablelaws,statutes,treat ies,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).

legal 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.

(e)Section 6.02.

(f)

(e)

(h)

(i)

. . , ,means thepe rsonsdes igna tedassuchpu rsuan t t o

'ofu!4g!q[y" means a day other than Saturday or Sunday or any day which is a

6ccode" means the Internal Revenue Code of 1986, as amended.

"Company" has the meaning given in the Preamble of this Agreement.

"Decommissioning" means the removal of any or all of the ISFSIs from serviceand disposal of their components in accordance with Applicable Law. This process shall include,but not be limited to, (i) planning activities related to the ISFSIs' removal and disposal includingstudies, licensing, ffid regulatory filings (ii) work done to remove radioactively contaminated and

DB1/ 88678827.4

radioactively uncontaminated portions of the ISFSIs and disposing of the sirme at the end of theoperating life of the ISFSIs, (iii) work done to the Sites and the ISFSIs' associated equipment andfacilities and to other areas, whether or not such areas are contiguous to the Sites and equipment andfacilities, in order to decontaminate such Sites and such areas.

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

( k )oo ' 'meanSa l1cos t sandexpenSeSre la t i ngo ra l1ocab le to ,or incurred in connection with, Decommissioning, including, but not limited to, thedecontamination and/or removal of the equipment, structures and portions of the ISFSIs and theSites; provided, however,that if Applicable Law prohibits the foregoing or imposes requirementsthat are more costly to implement than their removal, the term "Decommissioning Costs" shallmean all costs and expenses relating or allocable to, or incurred in connection with, therequirements imposed by Applicable Law at the end of the ISFSIs' operating life.

(1) "Distribution Certificate" means a document properly completed and executedby an Authorized Representative of the Company and substantially in the form of Exhibit B as itmay from time to time be amended.

(m) .o@,meanSthedateof th isAgreementasshownonthef i rs tpagehereof.

(n) . .E@,,haSthemeaningg iven inSect ion7.02(h) .

(o ) . .@,meanSl0CFRs72.30,oranycomparab leRegu la t ionpromulgated by the NRC.

(p ) . . , 'meansany fede ra l , s t a te , coun ty ,mun i c i pa l , f o re i gn ,international, regional or other governmental authority, agency, board, body, instrumentality orcourt, including, without limitation, the NRC.

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

(r) o"'means a determination that the aggregatefunds held by the Provisional Trust are less than the minimum amount required under theFunding Regulation, such that the funds then held in the Provisional Trust, in the aggregate, areless than the minimum amount required by the NRC for the Decommissioning of the ISFSIs.

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

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

(u) "IWIq" means the three independent spent fuel storage installations designatedas and known as Beaver Valley Power Station ISFSI (Docket No. 72-1043), Davis-BesseNuclear Power Station ISFSI (Docket No. 72-014), and Peny Nuclear Power Plant ISFSI

DBl/ 88678827.4

(Docket No.72-69) and all other components and equipment at the Sites necessary for operationof the ISFSIs and for their removal at the end of their operating/useful life.

(") . .@Is$,,hasthemeaninggivenintheRecitalsofthisAgreement.

(w) . .W' 'haSthemeaningg iven inSect ion4.05(c) .

(x) 65NRC" has the meaning given in the Recitals of this Agreement.

(V) ooOnlg" means any order relating to Decommissioning issued by a GovernmentalAuthority and applicable to an ISFSI.

(r) "@'has the meaning given in Section 4.05(a).

(aa).o@',haSthemeaninggivenintheRecitalsofthisAgreement.

(bb). .Bg@,'meanSanyrequirementhavingtheforceof lawwhichisbindingonthe Company.

(cc)ooW'meanStheInternalRevenueServiceoranySuccessorthereto.

(dd) 66sites" means the land upon which the ISFSIs are situated.

(ee) "Ilgqlgg" 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

2.01 Provisional Trust Purpose. Subject only to the provisions of Article 4" theexclusive pulpose of this Provisional Trust is to accumulate and hold funds for the contemplatedDecommissioning of the ISFSIs and to use such funds, if necessary, in the first instance, forexpenses related to the Decommissioning of the ISFSIs as defined by the NRC in its Regulationsand issuances, and as provided in the licenses issued by the NRC for the ISFSIs and anyamendments thereto.

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

(a) establishes the Provisional Trust, which shall be effective on the Effective Dateand which shall consist of the Initial Contribution delivered to the Trustee by the Company inaccordance with Section 3.01, as well as investments, reinvestments and earnings on such InitialContribution; and

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

DBU 88678827.4

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 purposes 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 18 CFR

$ 35.32(a)(3) or any comparable Regulation.

2.04 Name of Provisional Trust. The Initial Contribution received by the Trustee,together with the proceeds, reinvestments and appreciation thereof shall constitute the"FirstEnergy Nuclear Generation, LLC ISFSI Provisional Decommissioning Trust" (herein, the"@").

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 Section2.01, and there is noobjective to carry on any business unrelated to the Provisional Trust purpose set forth inSection 2.01, or divide the gains therefrom.

2.06 No Transferability of Provisional Trust. The interest of the Company in theProvisional Trust is neither transferable, whether voluntarily or involuntarily, by the Companynor subjectto 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 inthe Provisional Trustmay be transferred to a purchaser of all or substantially all of the assets of any or all of theISFSIs that also assumes responsibility for Decommissioning such ISFSI or ISFSIs.

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 Ten Million Dollars($10,000'000)incashtotheProvisionalTrust(the..@,).

3.02 Contribution in the Event of an Insufficient Funding Determination. If there hasbeen an Insufficient Funding Determination, the Company shall have the right, but not theobligation, to contribute to the Provisional Trust an amount equal to or less than the differencebetween (i) the minimum amount required under the Funding Regulation (the minimum amount

DB1/ 88678827.4

required by the NRC for Decommissioning the ISFSIs) less (ii) the aggregate funds held in theProvisional Trust.

3.03 Pooling and Allocation of Net 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 onapro 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 Compdny, 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 authorizedby 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 marulerdesignated in such Decommissioning Certificate for purposes of paying costs, liabilities andexpenses of Decommissioning or, if so specified, administrative expenses related to servicesauthorized by the Company pursuant to Section 4.02. If the assets of the 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, ffid the Trustee's fees asspecifiedintheagreementreferredtoinSection4.03(collectively,the..@Expenses")) in connection with the operation of the Provisional Trust pursuant to thisAgreement. At the direction of an Authorized Representative, (which direction shall include theamount to be distributed) the Trustee shall distribute, within thirty (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 Trustthat would have been imposed on theCompany for such quarter, 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 Section4.02 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 ta:res computed at the maximummarginal corporate tax rate. If the assets of the Provisional Trust are insufficient to permit thepayment in fulI 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 as

DB1/ 88678827.4

expenses 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 onbalances, 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 reserye for any remaining Administrative Expenses, or costs oftermination, to the Comp&try, and any of its designated affiliates, subsidiaries or assigns (each, ao'Permitted l)esisnee") and/or to the Master Trust in the manner described in this Section 4.05.

(a) Distribution in the Event of an Alternate Funding Determination. 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 all of the assets of the Provisional Trust, such distribution to be made to theCompany or its Permitted Designee upon presentation to the Trustee of a Distribution Certificatein which the Company has indicated its right to receive a ooDistribution in the Event of anAlternate Funding Determination."

(b) Distributions in the Absence of an Alternate Funding Determination. If noAlternate Funding Determination has been made on or prior to the commencement ofDecommissioning of one orboth of the ISFSIs, the Trustee shall make payments out of theProvisional Trust upon presentation to the Trustee of a Decommissioning Certificate by theCompany 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. If the assets of the Provisional Trust are insufficient to permitthe payment in fulI of amounts to be paid pursuant to a Decommissioning Certificate, the Trusteeshall have no liability with respect to such insufficiency and no obligation to use its own funds topay the same.

(c) Notice to the NRC. Except for withdrawals being made after Decommissioninghas begun or for payments pursuant to Section 4.02 in connection with 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 Material Safety and Safeguards ("NMSS Director") at least 30 working daysbefore the date of the intended disbursement or payment. The disbursement or payment from thetrust may be made following the 30-working day notice period if the Trustee does not receivewritten notice of objection from the NMSS Director within the notice period. Disbursements orpayments from the trust, other than for payments pursuant to Section 4.02 in connection with theoperation of the fund or for a distribution pursuant to Section 4.05(a), ffia restricted todecommissioning expenses or transfer to another financial assurance method acceptable underapplicable NRC regulations until final decommissioning has been completed. Afterdecommissioning has begun and withdrawals from the decommissioning fund are made afterdecommissioning has begun, no further notification need be made to the NRC.

DB1/ 88678827.4

ARTICLE 5

TERMINATION

5.01 Termination of Provisional Trust. The Provisional Trust shall terminate on thefirst to occur of (i) the date on which all the assets and property of the Provisional Trust havebeen distributed pursuant to Section 4.05, (ii) the completion of the Decommissioning of theISFSIs (as evidenced by written notification of that fact to the Trustee by the AuthorizedRepresentative) or (iii) twenty-one (21) years after the death of the last survivor of each personwho was an officer or director of the Company on the date of this Agreement and each of theirdescendants born on or prior to that date. Prior to its termination this Provisional Trust shall beirrevocable.

5.02 Distribution of Provisional Trust Upon Termination. 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 manner as is consistent with any terms and conditionsimposed by any Governmental Authority with jurisdiction over the ISFSIs, less all reasonablefinal Administrative Expenses (including accrued taxes), to the Company.

ARTICLE 6

TRUSTEES

6.01 Authority of Trustee. The Trustee shall have the authonty 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 subsidiaryo fTheBanko fNewYorkMe l1onCorpo ra t i on (a . . , , ) . . .E4 !fnstructions" shall mean instructions expressed in spoken words received by the Trustee and"Written Instructions" shall mean written communications received by the Trustee byS.W.I.F.T., overnight delivery, postal services, facsimile transmission, email, on-linecommunication 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 thecontrarv.

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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 Instructions"). 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 appear 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 Authonzed 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 Securit), 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 &try, to be followed in connection with a transmission of Written Instructionsprovide to it a commercially reasonable degree of protection in light of its particular needs andcircumstances.

6.06 On-Line Systems. If an Authorized Representative elects to transmit WrifienInstructions through an on-line communication 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 WriftenInstructions through an on-line communications 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 oosecurities" shall include, without limitation, any 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

DB1/ 88678827.4

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 identiff 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('ol-osses") arising out of the holding of Securities or cash in any particular country, including butnot limited to, Losses resulting from nationalization, expropriation or other govemmentalactions; regulation of the banking or securities industry; exchange or cwrency 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 ("Countrv Risk Events").

6.08Subcustodians.. .@,'shal lmeanabankorotherf inancia1inst i fut ion(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 Care").

With respect to any Losses incurred by the Trust, the Compffiy, or any other person as aresult of the acts or the failure to act by any Subcustodian ("Operational Losses," 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-entrysystem or clearing agency pursuant to applicable law. "Book-Entrv System" shall mean theU.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 ffioy, in its sole discretion, advancefunds in any cuffency 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 atarate then charged by the Trusteeto its institutional custody clients in the relevant currency.

6.12 Securing Repayment. 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 security 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 intheaccount 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 Pricing and Other Data. For purposes of this Section, "Market Datt' shall meanpricing or other datarelated to securities and other assets. Market Dataincludes but is notlimited to security identifiers, valuations, bond ratings, classification data, and other datareceived from investment managers and others. In providing MarketData related to the Fund inconnection with this Agreement, the Trustee is authorized to use pricing vendors, brokers,

l 1DBl/ 88678827.4

dealers, investment managers, Authorized Parties, Subcustodians, Depositories and any otherperSonprovidingMarketDatatotheTrustee(..@,').TheTrusteemayfollowAuthorized 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 based 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 Datamay 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://brytmellon.com/products/assetservicing/vendoragreement.pdf("Da!a TermsWebsite"), ot 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 theTrusteewithprovidingvalue.addedservicesrequestedbytheCompany(..@Providers") 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 correctbooks 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 govemment 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 Compffiy, 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 inthis Section 6.14 shall be deemedto 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 ffi&y, within one (1) 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

DBl/ 88678827.4 t2

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 of New York Mellon Corporation is a globalfinancial organization that provides services to clients through its affiliates and subsidiaries inmultiple jurisdictions (the "BNY Mellon Group"). The BNY Mellon Group may cenfializefunctions, including audit, accounting, risk, legal, compliance, sales, administration, productcommunication, relationship management, storage, compilation and analysis of customer-relateddata, and other functions (the "Centralized Functi ") in one or more affiliates, 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-Related Data") 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 andlor 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 authorizedto consent to the foregoing and confirms that the disclosure to andstorage by the BNY Mellon Group of such information does not violate any relevantdataprotection 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;

DBl/ 88678827.4 13

(0 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 curency;

(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 indemnifl' 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 Compffiy, 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 Force Majeure. Notwithstanding anything in this Agreement to the contrary, theTrustee shall not be responsible or liable 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 Exchange. 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&ny, 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 Comp&fry, the Trust, or an Investment Manager.

6.20 Merger of Trustee. Any corporation or other legal entity into which the 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 or the performance of anyfurther act on the part of any other parties hereto.

l 4

6.21 Required Disclosure. With respect to Securities that are registered under theSecurities Exchange Act of 1934, as amended (the o'EEIgEgg4g!") or that are issued by anissuer registered under the Investment Company Act of 1940, as amended, Section 14(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 communications between such issuer and theCompanyl 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 of the relevant jurisdiction, rulesof the relevant stock exchange or organizationaldocuments of an issuer. The Trustee is alsoauthorized to supply any information regarding the Fund that is required by aty 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 right to remove the Trustee (at theCompany's sole discretion) acting hereunder and appoint another qualified entrty 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 inabilrty 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) commence 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.

Atry 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 Miltion 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 quali$ 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 for the appointment of a successor Trustee and the cost of making suchapplication shall be an Administrative Expense.

6.25 Transactions With 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.

ARTICLET

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 discretion 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 inquire 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 Comp&try, information received by the Trustee, or summaries of information,regarding ownership rights pertaining to property held in the Funds, in accordance with the

DBl/ 88678827.4 l 6

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;

(D 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 r,vhich 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 proporty, 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 l0l(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:

DBl/ 88678827.4 t7

(j) 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 thisffi&y, in certain circumstances, require the delivery of cash or securities (or other property)without the concurrent receipt of securities (or other property) or cash ffid, in suchcircumstances, the Company shall have sole responsibility for nonreceipt of payment (or latepayment) by the counterparty.

7.02 Specific Powers of the Trustee. 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 gtanted 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 delivery, provided that the books and records of the Trustee shall at alltimes showthat such investments are apart 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;

DBl/ 88678827.4 18

(D 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 for the management of such collective fund. TheTrustee is authorizedto 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 "EIgg@") granted to the Trustee and its affiliates and touse a cross-trading program in accordance with the Exemption. The Company acknowledgesrece ip to f t heno t i ceen t i t l ed . . , , , acopyo fwh i ch i sa t t ached to th i sAgreement 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

0) 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, withoutlimitatiofl, ffiy 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 trustfundsormutua1funds).Forthispu{pose..@,,includes,butisnotl imitedto,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 be liable for the acts or omissions of any person appointed under parugraph (a) ofSection 7 .02 pursuant to Authorized Instructions.

DBU 88678827.4 T9

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" ' and collectively as " ."; Any such investmentmanager(s) or other person directing investments made in the Trusts shall adhere to the "prudentinvestor" standard as specified in l8 CFR 35.32(a)(3) of the Federal Energy RegulatoryCommission ("FEBE') regulations (the "Prudent Investor Standard"). The Company shallalso have the right to remove such Investment Manager(s). The Compffiy, 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 limited 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(eachsuchaccountisreferredtohereinasan.o@,,).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 8 only when, if, and in the manner directed by the Companyin 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 the

DBl/ 88678827.4 20

appropriate 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 8.01 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 reco gnize 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, ffid 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 performance 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) Upon the written consent of the Comp any,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 (andthe 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 ordisposed 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 not

2 l

from the Provisional Trust, except as otherwise permified 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 afternotice of final withdrawal has beengiven by any withdrawing trust unless a majority in interest of the remaining trusts give theirwritten consent to 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 further 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 (0 shall not limit the authority of the InvestmentManager or Trustee to invest in permissible common or collective trust funds.

8.03 Prohibition Against Nuclear Sector Investments. The Trustee and any InvestmentManager appointed pursuant to 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 mufual funds, providedthat this subsection shall not operate in such a way as to require the sale or transfer either inwhole or in pefi, or other disposition of any such prohibited investment that was made before thepublication date of this rule, and provided further that no more than 10 percent of trust assetsmay be indirectly invested in securities of any entity owning or operating one or more nuclearpower 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 Agreementunless otherwise indicated. Any word contained inthe 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 co{poration.

9.03 Severabilitlr of Provisions. If any provision at this Agreement or its application toany person or entrty or in any circumstances shall be invalid and unenforceable, the application

DBl/ 88678827.4 22

of 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 Delivery 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, LLCc/o FirstEnergy Service CompanyAttention: Treasurer76 South Main StreetAkron, OH 49308

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, veriS' and record information that allows the Trustee to identify 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 identi$ and verifythe Company's identity such as organizational documents, certificate of good standing, license todo business, or other pertinent identi$ring 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 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 pu{pose of the Provisional Trust and comply with Applicable Law, any Order, any

23

changes in tax laws, Regulations or rulings (whether published or private) of the Service and anysimilar state taxing authority, and any other changes to the laws applicable to the Company andthe ISFSIs. Subject to Section 9.06(d) below, this Agreement, and the exhibits hereto, may bealtered or amended to the extent necessary or advisable to effectuate such pu{poses 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 pu{pose 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 NMSS Director at least 30 working days before the proposed effective date ofthe amendment. The Company shall provide the text of the proposed amendment and astatement of the reason for the proposed amendment. The Agreement may not be amended if theTrustee receives written notice of objection from the NMSS Director within the notice period.

9.07 Successors and Assisns. Subject to the provisions of Sections 2.07 and 6.22, thisAgreement shall be binding upon and inure to the benefit of the Company and the Trustee andtheir respective successors, assigns, personal representatives, executors and heirs.

9.08 Governing 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 immunitv.

DB1/ 88678827.4 24

9.09 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.

9.10 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 contractualsettlement 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.

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

9.12 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.

9.13 Decommissioning Liability. Nothing in this Agreement or in any amendment isintended to impose any responsibility on the Trustee for overseeing or paying theDecommissioning Costs other than, in the case of the Trustee, the disbursement of funds inaccordance with Article 4.

9.11 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.

9.12 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

DB1/ 88678827.4 25

IN WITNESS WHEREOR thc Company and thc Trutsc have s*t thcir ha*ds md scalsto lhis Agrecrnent ls of thc dry and ycar first above wrigcn.

FIRSTENERGY NUCLEAR GENSR.ATION. LLC

By,

Name:

Titlc: . Contrq!!g[.& Trcas?rcr -

Namc: b,r, ',{ !r/ fl , --

r i t lc: . . .- .h*ni, , , hfr*{t '

TI{E BAM(OF NEW YORK MELLON, rcTrustee

By:

DBll 886?88?7.{ 26

Pursuant to Section 6.21, as Beneficial Owner:

[ ] Company OBJECTS to disclosure

[X] Company DOES NOT OBJECT to disclosure

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

IF NO BOX IS CHECKED, TRUSTEE SHALL RELEASE SUCH INFORMATION UNTIL ITRECEIVES A CONTRARY WRITTEN INSTRUCTION FROM THE COMPANY.

DBl/ 88678827.4 27

EXHIBIT A

DECOMMISSIONING CERTIFICATE NO.

The undersigned Authorized Representative of FirstEnergy Nuclear Generation, LLC, anOhio limited liability company (the "C@pany"), 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 Independent Spent Fuel Storage Installation("ISFSI"), Davis-Besse Nuclear Power Station ISFSI, and Perry Nuclear Power Plant ISFSIunder Applicable Law and hereby directs the Trustee of the FirstEnergy Nuclear GenerationLLC Provisional Decommissioning Trust (Provisional Trust), pursuant to Article 4 of theProvisional Trust Agreement to pay to each payee listed, including the Company if so listed,(Payees) in Exhibit t hereto, the amounts set forth therein, and certifies that the paymentsrequested 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: ICHECIVWIRE TRANSFER/ I on or before ,20

FIRSTENERGY NUCLEAR GENERATION, LLC

By:Name:Authorized Representative :

DB1/ 88678827.4 Exhibit A-1

EXHIBIT B

DISTRIBUTION CERTIFICATE NO.

The undersigned Authorized Representative of FirstEnergy Nuclear Generation,LLC, aOhio limited liability company (the "Qpg@y"), being duly authorized and empowered toexecute and deliver this Distribution Certificate, hereby certifies that the Company has aright,subject to the provisions of Section a.05(a) of the Provisional Decommissioning TrustAgreement, to a distribution of all or a portion of the assets of the Provisional Trust for thepuqpose indicated by the Company below, and as set forth more specifically in Exhibit t hereto,and hereby directs the Trustee of the FirstEnergy Nuclear Generation LLC ProvisionalDecommissioning Trust (Provisional Trust), pursuant to Section 4.05 of the ProvisionalDecommissioning Trust Agreement, to pay to each payee listed, including the Company if solisted (Payees), in ExhibitZ hereto, the amounts set forth therein, and certifies that the paymentsrequested are proper expenditures of the Provisional Trust.

Accordingly, request is hereby made that the Trustee provide for the withdrawal of$- inordertopermitpaymentofsuchsumtobemadetothePayees.Youarefurtherrequested to disburse such sum, once withdrawn, directly to such Payees in the followingmanner: [CHECK/WIRE TRANSFER/ I on or before ,20-.

n Distribution in the Event of an Alternate Funding Determination

FIRSTENERGY NUCLEAR GENERATION. LLC

Name:Authorized Representative :

By:

DB1/ 88678827.4 Exhibit B-1

EXHIBIT C

CRO SS.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 practicable, across-trading program for Indexed Accounts and Large Accounts as those terms aredefined in the Exemption.

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

B. 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

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

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 securitie 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.

ru.

DBl/ 88678827.4 Exhibit C-l

IV.

V.

Debt securities - 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.

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.

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.

DBl/ 88678827.4 Exhibit C-2