TAX-QUALIFIED NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENT

NRC, ExGen and the Trustee, and ZionSolutions shall direct the Trustee to enter into such trust agreement with each Subordinated Trustee as ZionSolutions determines is appropriate. A copy of the subordinated trust will be provided to the NRC and ExGen by ZionSolutions prior to its creation.

The Subordinated Trust shall be under the control of the Subordinated Trustee.  The Subordinated Trustee shall be responsible for complying with the provisions of Sections 2.2, 4.2, 4.3 and 4.4 hereof, and the Trustee shall have no responsibility therefore; provided, however, that if the Trustee has actual knowledge of an action taken by the Subordinated Trustee in violation of or noncompliance with any of the provisions of Sections 2.2, 4.2, 4.3 or 4.4 hereof, the Trustee shall have a duty to promptly inform ZionSolutions of such violation or noncompliance.

ZionSolutions will indemnify the Trustee and hold it harmless from any liability or expense in connection with or arising out of the actions of the Subordinated Trustee with respect to the Subordinated Trust account.

3.10                        Certain Duties and Responsibilities of the Trustee.

(a)                                 In the absence of bad faith on its part, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Trust Agreements and these Master Terms; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall have no duty to examine the same to determine whether they conform to the requirements of the Trust Agreements and these Master Terms unless the representative of the Trustee involved with the certificate in question has actual knowledge of the falsity of any statement made therein.

(b)                                 In performing its duties under this Agreement, the Trustee shall exercise the same care and diligence that it would devote to its own property in like circumstances.  The duties of the Trustee shall only be those specifically undertaken pursuant to this Agreement.  The Trustee shall not be liable for any action taken by it in good faith and without negligence and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement and may consult with counsel of its own choice (including counsel for ZionSolutions) and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and without negligence and in accordance with the opinion of such counsel.  ZionSolutions hereby agrees to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability . Except as otherwise provided in this Agreement, the Trustee shall be liable for the actions of its nominees and the agents it selects.

(c)                                  The Trustee shall not be responsible or liable for any losses or damages suffered by the Trust arising as a result of the insolvency of any custodian, subtrustee or

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subcustodian, except to the extent the Trustee was negligent in its selection or continued retention of such entity.  Under no circumstances shall the Trustee be liable for any indirect, consequential, or special damages with respect to its role as Trustee.

3.11                      Certain Rights of Trustee.

(a)                                 ZionSolutions shall notify the Trustee in writing of the identity of all Authorized Officers and the rights, powers and duties of each such person or or entity.  Any Investment Manager appointed pursuant to Section 3.8 of this Agreement shall notify the Trustee in writing of all persons or entities who are authorized to act on its behalf and the rights, powers and duties of each such person or entity.  The Trustee shall be entitled to deal with any such person or entity identified by ZionSolutions or by an Investment Manager (“Authorized Party” or “Authorized Parties”) until notified otherwise in writing.

(b)                                 “Authorized Instructions” shall mean (i) all directions to the Trustee from an Authorized Party pursuant to the terms of this Agreement; (ii) all directions by or on behalf of ZionSolutions to the Trustee in its corporate capacity (or any of its affiliates) with respect to contracts for foreign exchange; (iii) all directions by or on behalf of ZionSolutions pursuant to an agreement with Trustee (or any of its affiliates) with respect to disbursement services or information or transactional services provided via a web site sponsored by the Trustee (or any of its affiliates) (e.g., the “Workbench web site”) and (iv) all directions by or on behalf of ZionSolutions pursuant to any other agreement or procedure between the Trustee (or any of its affiliates) and ZionSolutions, if such agreement or procedure specifically provides that authorized persons thereunder are deemed to be authorized to give instructions under this Agreement.  Authorized Instructions shall be in writing, transmitted by first class mail, overnight delivery, private courier, facsimile, or shall be an electronic transmission subject to the Trustee’s policies and procedures, other institutional delivery systems or trade matching utilities as directed by an Authorized Party and supported by the Trustee, or other methods agreed upon in writing by ZionSolutions and the Trustee.  The Trustee may, in its discretion, accept oral directions and may require confirmation in writing.  However, where the Trustee acts on an oral direction prior to receipt of a written confirmation, the Trustee shall not be liable if a subsequent written confirmation fails to conform to the oral direction.

(c)                                  The Trustee shall be fully protected in acting in accordance with all instructions that the Trustee reasonably believes to be Authorized Instructions.

(d)                                 “Authorized Transactions” shall mean any action or series of actions resulting from Authorized Instructions.

(e)                                  The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Trust Agreements at the request or direction of ZionSolutions pursuant to the Trust Agreements or these Master Terms, unless ZionSolutions shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

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(f)                                   Notwithstanding anything in this Agreement to the contrary, the Trustee shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the Trust resulting from any event beyond the reasonable control of the Trustee, its agents or subcustodians, including but not limited to nationalization, strikes, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust’s property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event.  This Section shall survive the termination of this Agreement.

ARTICLE 4:  TRUSTEE’S POWERS

The Trustee shall have, with respect to each Trust held under the Trust Agreements, the following powers, all of which powers are fiduciary powers to be exercised in a fiduciary capacity and in the best interests of such Trust, and which are to be exercised as the Trustee, acting in such fiduciary capacity, in its discretion, shall determine, except that the Trustee shall not act in its discretion but only at the direction of an appointed Investment Manager in the exercise of those powers given in Sections 4.2, 4.3, 4.4 and 4.5 hereof with respect to the acquisition, retention, and disposition of the assets of an investment manager account, which are intended in no way to limit the general powers of the office.  The Subordinated Trustee shall have those powers set forth in an appropriate Subordinated Trust Agreement, which shall not be inconsistent with the material terms of the Trust Agreement or these Master Terms.

4.1                               Payment of or Provision for Expenses of Administration.  The Trustee shall have the power to incur, pay or make provision for any and all charges, taxes, and expenses upon or connected with each Trust held under the Trust Agreements in the discharge of its fiduciary obligations thereunder (and other incidental expenses of the Trusts (including legal, accounting, actuarial and trustee expenses)), but to charge said amounts to such Trust only to the extent that such amounts are directed to be paid from such Trust by ZionSolutions pursuant to Section 3.2 hereof or, in the case of Tax-Qualified Trusts, as may be incurred and paid from such Trust without causing the Trust to become disqualified under Section 468A.

4.2                               Investment of Trust Fund:  Prudent Investor Standard.

(a)                                 Pending any other permissible use of any Trust held under the Trust Agreements, and subject to the limitations provided in Section 4.3 of these Master Terms, the Trustee shall have the power and authority to invest and reinvest all or any part of the assets of such Trust, including any undistributed income therefrom, in a manner consistent with the “prudent investor” standard as specified in 18 CFR § 35.32(a)(3) of the Federal Energy Regulatory Commission regulations and in such a way as to attempt to achieve reasonable after-tax returns thereon, considering the pattern of cash flow,

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decommissioning schedule and other such considerations made known to the Trustee by ZionSolutions.  Any investment advisor or other person directing such investments shall adhere to the “prudent investor” standard, as specified in 18 CFR § 35.32(a)(3).

(b)                                 In the exercise of the power and authority set forth in Section 4.2(a) hereof, the Trustee has the following powers and authority:

(i)                                     to purchase, receive or subscribe for any securities or other property and to retain in trust such securities or other property;

(ii)                                  to sell, exchange, convey, transfer, lend, or otherwise dispose of any property held in the Trusts and to make any sale by private contract or public auction; and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition;

(iii)                               to vote in person or by proxy any stocks, bonds or other securities held in the Trusts;

(iv)                              to exercise any rights appurtenant to any such stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities, or to exercise rights or options to subscribe for or purchase additional stocks, bonds or other securities, and to make any and all necessary payments with respect to any such conversion or exercise, as well as to write options with respect to such stocks and to enter into any transactions in other forms of options with respect to any options which the Trusts have outstanding at any time;

(v)                                 to join in, dissent from or oppose the reorganization, recapitalization, consolidation, sale or merger of corporations or properties of which the Trusts may hold stocks, bonds or other securities or in which it may be interested, upon such terms and conditions as deemed wise, to pay any expenses, assessments or subscriptions in connection therewith, and to accept any securities or property, whether or not trustees would be authorized to invest in such securities or property, which may be issued upon any such reorganization, recapitalization, consolidation, sale or merger and thereafter to hold the same. To the extent that any securities that are accepted are attributable to an investment manager account, the provisions of Section 3.8(a) apply with respect to Trustee review for Prohibited Investments under Section 4.3 and notification of ZionSolutions and the applicable Investment Manager;

(vi)                              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 dealing with the Trustee shall be considered to be a party to the Trust Agreements and these Master Terms and shall only be bound by and held accountable to the extent of its contract with the Trustee. Except as otherwise provided by any contract, the insurance company need only look to the Trustee

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with regard to any instructions issued and shall make disbursements or payments to any person, including the Trustee, as shall be directed by the Trustee.  Where applicable, the Trustee shall be the sole owner of any and all insurance policies or contracts issued.  Such contracts or policies, unless otherwise determined, shall be held as an asset of the Trusts for safekeeping or custodian purposes only;

(vii)                           to invest assets of the Trust in foreign and domestic futures contracts, options on futures contracts, options contracts, swaps, short sales and other derivative investments, and, in connection with such investments, to transfer assets of the Trust to brokers or other third parties as margin or collateral at the direction of the Investment Manager; provided, however, that the Investment Manager and Trustee shall have first entered into an appropriate account agreement with such broker or third party.  Notwithstanding anything to the contrary contained in the Trust Agreements or these Master Terms, the Trustee shall have no custodial responsibility for any assets so transferred;

(viii)                        to invest in any collective, common or pooled trust fund operated or maintained exclusively for the commingling and collective investment of monies or other assets including any such fund operated or maintained by the Trustee or its affiliates.  Notwithstanding the provisions of this Agreement which place restrictions upon the actions of the Trustee or an Investment Manager, to the extent monies or other assets are utilized to acquire units of any collective trust, the terms of the collective trust indenture shall solely govern the investment duties, responsibilities and powers of the trustee of such collective trust and, to the extent required by law, such terms, responsibilities and powers shall be incorporated herein by reference and shall be part of this Agreement.  For purposes of valuation, the value of the interest maintained by the Fund in such collective trust shall be the fair market value of the collective fund units held, determined in accordance with generally recognized valuation procedures.  ZionSolutions expressly understands and agrees that any such collective fund may provide for the lending of its securities by the collective fund trustee and that such collective fund’s trustee will receive compensation from such collective fund for the lending of securities that is separate from any compensation of the Trustee hereunder, or any compensation of the collective fund trustee for the management of such collective fund.  The Trustee is authorized to invest in a collective fund which invests in The Bank of New York Mellon Corporation stock in accordance with the terms and conditions of the Department of Labor Prohibited Transaction Exemption 95-56 (the “Exemption”) granted to the Trustee and its affiliates and to use a cross-trading program in accordance with the Exemption.  ZionSolutions acknowledges receipt of the notice entitled “Cross-Trading Information”, a copy of which is attached to this Agreement as Exhibit C; and

(ix)                              to make foreign investments, including investments to be maintained abroad; provided, however, that such authority is limited to those

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foreign jurisdictions in which the Trustee has selected a foreign custodian in accordance with Section 4.7 hereof.

Notwithstanding anything else in this Agreement to the contrary, including, without limitation, any specific or general power granted to the Trustee, including the power to invest in real property, no portion of the Fund shall be invested in real estate.  For this purpose, “real estate” includes, but is not limited to, real property, leaseholds or mineral interests.

(c)                                  ZionSolutions recognizes that settlements of transactions may be effected in trading and processing practices customary in the jurisdiction or market where the transaction occurs.  ZionSolutions acknowledges that this may, in certain circumstances, require the delivery of cash or securities (or other property) without the concurrent receipt of securities (or other property) or cash and, in such circumstances, ZionSolutions shall have sole responsibility for non-receipt of payment (or late payment) by the counterparty.

(d)                                 All investments must be sufficiently liquid to enable each Trust to fulfill the purpose of the Trust Agreements and to satisfy obligations as they become due as communicated in writing to the Trustee.  Nothing in this Section 4.2 shall be construed as requiring the Trustee to make any investigation as to when any of the Plants may be decommissioned or when obligations relating to such decommissioning may be expected to become due.

4.3                               Prohibited Investments.  The Trustee shall assure that the assets of the Trusts are not invested or reinvested in the following Prohibited Investments:

(a)                                 Any securities or other obligations of EnergySolutions, Inc. or affiliates thereof, or their successors or assigns; or

(b)                                 Any securities or other obligations of any entity owning or operating one or more nuclear power plants; provided, however, that the foregoing restriction shall not prevent investments tied to market indices or other non-nuclear sector mutual funds; or

(c)                                  Any investment which would contravene any Future Orders in effect at the time such investment or reinvestment is made and previously furnished to the Trustee with reference to the Trusts; or

(d)                                 Any investment not permitted under Section 468A of the Code;

provided, however, that the with respect to the securities and obligations prohibited under clauses (a) and (b), ZionSolutions provides a list of such securities and obligations and their issuer code and/or CUSIPs.

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4.4                               Management of Trusts.

(a)                                 The Trustee shall have the power to sell, exchange or otherwise dispose of all or any part of any Trust held hereunder, without prior application to or approval by or order of any court, upon such terms and in such manner and at such prices as the Trustee shall determine; to modify, renew, or extend, bonds, notes, or other obligations or any installment of principal thereof or any interest due thereon and to waive any defaults in the performance of the terms and conditions thereof; and to execute and deliver any and all assignments, bonds, or other instruments in connection with these powers, at such times, in such manner and upon such terms and conditions as the Trustee may be deemed expedient.  The Trustee’s determinations of manner of sales, terms, prices and the exercise of other powers granted herein, if reasonably made, are not to be questioned.

(b)                                 Notwithstanding anything contained in the Trust Agreements or these Master Terms to the contrary, the Trustee may not authorize or carry out any sale, exchange, or other transaction between any Trust and the Trustee or any affiliate of the Trustee, or any “disqualified person” within the meaning of Section 4951, except the payment of compensation and expenses pursuant to Section 3.2 hereof, or unless such transaction is not an act of “self-dealing” within the meaning of Treasury Regulation 1.468A-5(b).  The Trustee shall not cause any Trust to engage in any act of self-dealing with ZionSolutions or any affiliate of ZionSolutions.  ZionSolutions agrees to furnish the Trustee with the identity of persons who are “disqualified persons” within the meaning of Section 4951 by reason of their affiliation with ZionSolutions.

4.5                               Extension of Obligations and Negotiation of Claims.  Subject to the limitations contained in Sections 4.2, 4.3 and 4.4 hereof, the Trustee shall have the power to renew or extend the time of payment of any obligation, secured or unsecured, payable to or by any Trust, for as long a period or periods of time and on such terms as it shall determine; and, subject to the approval of ZionSolutions (which shall not be unreasonably withheld or delayed), to adjust, settle, compromise, and arbitrate claims or demands in favor of or against any Trust, including claims for taxes, upon such terms as it deems advisable.

4.6                               [Intentionally Deleted]

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4.7                               Foreign Custodians.

(a)                                 The Trustee shall have the power to appoint foreign custodians as agent of the Trustee to custody foreign securities holdings of the Trust or any investment manager account.  Custody of foreign investments shall be maintained with foreign custodians selected by the Trustee.  In the case of an investment manager account, the Investment Manager shall have sole responsibility for the decision to maintain the custody of foreign investments in its investment manager account abroad, which decision shall be subject to the limitation contained in the foregoing second sentence of this Section 4.7(a).  The Trustee shall have no responsibility for losses to the Trust resulting from the acts or omissions of any foreign custodian appointed by the Trustee unless due to the foreign custodian’s fraud, negligence or willful misconduct.

(b)                                 The Trustee shall have the power to utilize any tax reclaim procedures with respect to taxes withheld to which the Trust may be entitled under applicable tax laws, treaties and regulations; provided that any exercise of such power by the Trustee shall be on a reasonable efforts basis.

4.8                               Securities Lending.  Pursuant to a written agreement between the Trustee and ZionSolutions, the Trustee shall have authority to lend the assets of the Trusts.

4.9                               Retention and Removal of Professional Service Providers.  The Trustee shall have the power to employ attorneys, accountants, agents, and custodians as it shall deem advisable and to make such payments thereof as the Trustee shall deem reasonable for the implementation of the purpose of the Trust Agreements.  The Trustee shall have the absolute right to dismiss any such agents for any reason whatsoever; provided that the Trustee’s selection of an accounting firm shall be subject to the prior consent of ZionSolutions, which consent shall not be unreasonably withheld.

4.10                        Delegation of Ministerial Powers.  The Trustee shall have the power to delegate to other persons such ministerial powers and duties as it may deem to be advisable.

4.11                        Discretion in Exercise of Powers.  The Trustee shall have the power to do any and all other acts which the Trustee shall deem proper to effectuate the powers specifically conferred upon it by the Trust Agreements and these Master Terms; provided, however, that this Section 4.11 shall not authorize the Trustee to do any act or participate in any transaction which would (a) contravene any provision of the Trust Agreements or these Master Terms; (b) violate the terms and conditions of, or cause any Trust held under the Trust Agreements not to satisfy Applicable Regulatory Requirements; or (c) disqualify any of the Tax-Qualified Trusts as “nuclear decommissioning reserve funds” under Section 468A.

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EXHIBIT A-1

DISBURSEMENT CERTIFICATE

Tax-Qualified Decommissioning Trust

The undersigned, being a duly Authorized Officer of ZionSolutions, LLC, a Delaware limited liability company (“ZionSolutions”), and, in such capacity, being duly authorized and empowered to execute and deliver this certificate, hereby certifies to the Trustee of the ZionSolutions, LLC Tax Qualified Decommissioning Trust—[name of Plant(s)] (the “Trust(s)”), pursuant to Section 2.2(a)(i) of the Master Terms (the “Master Terms”), between ZionSolutions and the Trustee, as follows: