EXHIBIT 10(h)
GRANTOR TRUST AGREEMENT
Dated as of July 31, 1994
between
BALTIMORE GAS AND ELECTRIC COMPANY
and
CITIBANK, N.A.
GRANTOR TRUST AGREEMENT
CONTENTS
Page
SECTION 1 ESTABLISHMENT OF TRUST 2
1.1 Trust is established with Trustee.
1.2 Trust is irrevocable.
1.3 Trust is a grantor trust.
1.4 Assets subject to claims of creditors.
1.5 Due date of Trust contributions.
1.6 Board can discontinue contributions after 5 years.
1.7 Discretionary contributions.
1.8 Eligibility for Trust benefits.
1.9 Definition of "Required Contribution."
1.10 Responsibility for Required Contribution calculation.
1.11 Notification upon failure to made Required Contribution.
SECTION 2 PAYMENTS TO PLAN PARTICIPANTS AND THEIR
SURVIVING SPOUSES 8
2.1 BGE required to provide Payment Schedule to Trustee.
2.2 Failure by BGE to provide Payment Schedule.
2.3 Tax withholding.
2.4 Determination entitlement to benefits.
2.5 Payment of benefits directly by BGE.
2.6 Authorization for Trustee to defer payments.
2.7 Determination of insufficient assets.
2.8 Notification of insufficiency.
2.9 Restoration of discontinued or reduced payments.
2.10 Determination of immediate taxation.
2.11 Reduction of future benefits following immediate taxation.
SECTION 3 TRUSTEE RESPONSIBILITY REGARDING PAYMENTS
TO TRUST BENEFICIARY WHEN BGE IS INSOLVENT 17
3.1 Payments cease when BGE is Insolvent.
3.2 Assets subject to claims of creditors.
3.2(a) Duty to inform Trustee of BGE's Insolvency.
3.2(b) Trustee's responsibility to cease payments.
3.2(c) Trustee reliance on Insolvency evidence.
3.2(d) Trustee holds assets for general creditors.
3.2(e) Authority to resume payments.
3.3 Restoration of discontinued payments.
i
SECTION 4 PAYMENTS TO BGE 20
4.1 Return or diversion of Trust assets.
4.2 Distribution of excess Trust assets to BGE.
4.3 Distribution of excess Trust assets following a
Change of Control.
SECTION 5 INVESTMENT AUTHORITY 21
5.1 No investment in BGE stock.
5.2 Acknowledgement of investment guidelines.
5.3 BGE may appoint investment advisor.
5.4 BGE may transfer life insurance to Trust.
SECTION 6 DISPOSITION OF INCOME 23
SECTION 7 ACCOUNTING BY TRUSTEE 24
7.1 Trustee provides monthly accounting to BGE.
7.2 Deemed approval of accounting by BGE.
7.3 Tax returns.
7.4 Right of Trustee to judicial settlement of accounts.
SECTION 8 RESPONSIBILITY OF TRUSTEE 26
8.1 Prudency standard for Trustee.
8.2 Indemnification of Trustee.
8.3 Powers of Trustee.
8.4 Additional powers of Trustee.
8.5 Trustee prohibited from carrying on business through Trust.
SECTION 9 COMPENSATION AND EXPENSES OF TRUSTEE 30
9.1 Trustee's fees.
9.2 Taxes on Trust income.
SECTION 10 RESIGNATION AND REMOVAL OF TRUSTEE 31
10.1 Resignation of Trustee.
10.2 Removal of Trustee.
10.3 Removal of Trustee after Change of Control.
10.4 Resignation of Trustee after Change of Control.
10.5 Transfer of assets after resignation or removal of Trustee.
10.6 Appointment of successor Trustee.
SECTION 11 APPOINTMENT OF SUCCESSOR 32
11.1 Appointment of successor after removal or resignation of
Trustee.
ii
11.2 Appointment of successor Trustee following Change of
Control.
11.3 Responsibility of successor Trustee.
11.4 Trustee provides written account after removal or
resignation.
SECTION 12 AMENDMENT OR TERMINATION 34
12.1 Amendments to Trust.
12.2 Termination date of Trust.
12.3 Trust termination after participant approval.
12.4 Amendment following Change of Control.
SECTION 13 MISCELLANEOUS 35
13.1 Provisions prohibited by law.
13.2 Alienation clause.
13.3 Trust under New York law.
13.4 Definitions and plurals.
13.5 Definition of Change of Control.
13.6 Certification of authority to act.
13.7 Indemnification of Trustee.
13.8 Authority of Trust Agreement.
13.9 Addresses for Trustee and BGE.
SECTION 14 EFFECTIVE DATE 40
EXHIBIT A PAYMENT SCHEDULE
iii
GRANTOR TRUST AGREEMENT
Dated as of July 31, 1994
between
Baltimore Gas and Electric Company
and
Citibank, N.A.
THIS AGREEMENT dated as of July 31, 1994, by and between Baltimore Gas
and Electric Company, a Maryland corporation, or its successor ("BGE") and
Citibank, N. A., a national banking association as trustee for the trust
created hereby ("Trustee").
WITNESSETH THAT:
WHEREAS, BGE has adopted the Baltimore Gas and Electric Company
Executive Benefits Plan ("Plan"); and
WHEREAS, BGE has incurred or expects to incur liability under the
terms of such Plan for nonqualified supplemental pension retirement
benefits with respect to the individuals participating in such Plan; and
WHEREAS, BGE wishes to establish a trust ("Trust") and to contribute
to the Trust assets that shall be held therein, subject to the claims of
BGE's creditors in the event of BGE's Insolvency, as defined in Section 3.1
hereof, until paid to Plan participants and their surviving spouses, as
defined in Section 7 of the Plan, in such manner and at such times as
specified in the Plan; and
1
WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the
Plan as an unfunded plan maintained for the purpose of providing
nonqualified supplemental pension retirement benefits for a select group of
management or highly compensated employees, for purposes of Title I of the
Employee Retirement Income Security Act of 1974; and
WHEREAS, it is the intention of BGE to make contributions to the Trust
to provide a source of funds to assist in meeting BGE's liabilities under
the Plan;
NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:
SECTION 1. ESTABLISHMENT OF TRUST.
1.1 BGE hereby establishes with Trustee the Trust consisting of such
sums of cash and other property, including collateral assignments of
interests in certain split dollar life insurance policies, (the
"principal"), as from time to time shall be paid or delivered to Trustee to
be held, administered, and disposed of by Trustee as provided in this Trust
Agreement. The principal of the Trust and any earnings thereon (the "Trust
assets") shall be held by Trustee and shall be dealt with in accordance
with the provisions of this Trust Agreement until all payments required by
this Trust Agreement have been made.
2
1.2 The Trust hereby established shall be irrevocable.
1.3 The Trust is intended to be a grantor trust, of which BGE is the
grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.
1.4 The Trust assets shall be held separate and apart from other
funds of BGE and shall be used exclusively for the uses and purposes of
Plan participants, their surviving spouses, and BGE's general creditors as
herein set forth. Plan participants and their surviving spouses shall have
no preferred claim on, or any beneficial ownership interest in, any Trust
assets. Any rights created under the Plan and this Trust Agreement shall
be mere unsecured contractual rights of Plan participants and their
surviving spouses against BGE. Any Trust assets will be subject to the
claims of BGE's general creditors under federal and state law in the event
of Insolvency, as defined in Section 3.1 hereof.
1.5 By August 31, 1994, for the Plan year 1993, BGE shall be required
to irrevocably contribute cash or other property to the Trust in an amount
equal to 50% of the Required Contribution, as defined in Section 1.9
hereof. By April 30 of the year following each of the Plan years 1994-
2002, unless otherwise directed by the Board of Directors of BGE pursuant
to Section 1.6 hereof, BGE shall be required to irrevocably contribute
additional cash or other property to the Trust in an amount equal to 100%
of the Required Contribution.
3
1.6 Prior to the end of the 1998 Plan year, the Board of Directors of
BGE may by resolution amend the contribution requirements of Section 1.5
hereof such that BGE will not be required to make additional contributions
of cash or other property to the Trust under the terms of Section 1.5 after
the Required Contribution is made in 1998 with respect to the 1997 Plan
year. If Section 1.5 is so amended, additional contributions of cash or
other property to the Trust with respect to Plan years after 1997 will be
in the sole discretion of BGE pursuant to Section 1.7 hereof.
1.7 BGE, in its sole discretion, may at any time, or from time to
time, make additional contributions of cash or other property to the Trust
to augment the Trust assets to be held, administered and disposed of by
Trustee as provided in this Trust Agreement. Neither Trustee nor any Plan
participant or surviving spouse shall have any right to compel such
additional contributions.
1.8 Plan participants or their surviving spouses shall be eligible to
receive benefits under this Trust Agreement only if the Plan participant
was a BGE employee as well as a Plan participant as of the end of any Plan
year for which a contribution was required pursuant to Sections 1.5 and 1.6
4
hereof, or as of the end of any Plan year for which a contribution was made
by BGE, in its sole discretion pursuant to Section 1.7, except that for the
Plan year 1993, Plan participants or their surviving spouses shall be
eligible to receive benefits under this Trust Agreement only if the Plan
participant was a BGE employee as well as a Plan participant as of the
first day of 1993.
1.9 "Required Contribution," for purposes of the contribution
requirements as set forth in Section 1.5 hereof, means the sum of (1), (2),
(3), (4) and (5) below computed as indicated herein, less the fair market
value of the Trust assets at the end of the Plan year for which the
contribution is required.
(1) For Plan participants eligible to receive benefits under this
Trust Agreement pursuant to Section 1.8 hereof, who were also BGE employees
as of the end of the Plan year for which the contribution is required
(except BGE employees entitled to lump sum payments as indicated under
Section 1.9(4) hereof) and who were not eligible for early retirement under
the Plan at the end of the Plan year for which the contribution is
required, an amount equal to the present value of an annuity including the
estimated present value of post retirement supplemental survivor annuity
benefits under the Plan commencing effective with the month in which the
participant becomes age 65 using (i) the net accrued benefit as computed
under the Plan (without regard to age and Credited Service eligibility
5
requirements), expressed as a monthly amount, (ii) an interest rate equal
to the lesser of 8% or 95% of the Interest Rate under the Plan, and (iii)
the Mortality Table.
(2) For Plan participants eligible to receive benefits under this
Trust Agreement pursuant to Section 1.8 hereof, who were also BGE employees
as of the end of the Plan year for which the contribution is required
(except BGE employees entitled to lump sum payments as indicated under
Section 1.9(4) hereof) and who were eligible for early retirement under the
Plan as of the end of the Plan year for which the contribution is required,
an amount equal to the present value of an annuity including the present
value of post retirement supplemental survivor annuity benefits under the
Plan commencing effective with the first month following the Plan year for
which the contribution is required using (i) the net accrued benefit as
computed under the Plan, expressed as a monthly amount, (ii) an interest
rate equal to the lesser of 8% or 95% of the Interest Rate under the Plan,
and (iii) the Mortality Table.
(3) For Plan participants or their surviving spouses who are eligible
to receive benefits under this Trust Agreement pursuant to Section 1.8
hereof who were also receiving a retirement benefit under the Plan in the
form of a monthly payment as of the end of the Plan year for which the
contribution is required, an amount equal to the present value of an
annuity as computed under (2)(i),(ii), and (iii) above except that the
interest rate used to compute the present value under (ii) shall be 8%.
6
(4) For all Plan participants eligible to receive benefits under this
Trust Agreement pursuant to Section 1.8 hereof who are also entitled under
Section 5(c) of the Plan to receive a lump sum payment at the later of age
55 or upon separation from service as of the end of the Plan year for which
the contribution is required, an amount equal to the present value of an
annuity as computed under (1) above.
(5) In the event there has been a reduction or discontinuance of
payments pursuant to Sections 2.6, 2.7, or Section 3 hereof, an amount
equal to the total amount of any previously reduced or discontinued
payments to Plan participants and their surviving spouses, less the
aggregate amount of any payments made to Plan participants and their
surviving spouses by BGE in lieu of such payments, plus interest computed
pursuant to Section 2.9 hereof on the net aggregate amount.
1.10 BGE shall have sole responsibility for providing to Trustee the
determination and calculation of the Required Contribution which shall be
determined and calculated by the actuary of the Pension Plan of Baltimore
Gas and Electric Company. Trustee shall have no responsibility with
respect to such determination and calculation including the responsibility
to verify (i) the accuracy of such calculation or (ii) compliance by BGE
with the terms of Section 1 hereof, except as provided in Section 1.11
hereof. Trustee shall have no duty, obligation or responsibility to bring
any action or proceeding to enforce the collection of the Required
Contribution from BGE.
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1.11 In the event BGE fails to make the Required Contribution to the
Trust by the dates specified in Section 1.5 hereof, Trustee shall notify
BGE of such failure by the 15th day of the month following the month in
which the contribution was required. Such notification shall stipulate
that BGE may correct the failure to contribute by the last day of the month
following the month in which the contribution was required (the "Required
Contribution correction date"). Trustee shall notify the Plan participants
or their surviving spouses shown on the most recent Payment Schedule, as
defined in Section 2.1 hereof, provided by BGE to Trustee, in the event BGE
fails to make the Required Contribution by the Required Contribution
correction date. Trustee shall make such notification no later than 15
days following the Required Contribution correction date.
SECTION 2. PAYMENTS TO PLAN PARTICIPANTS AND THEIR SURVIVING SPOUSES.
2.1 By August 31 of the year following the 1993 Plan year and by
April 30 of the year following each Plan year thereafter until termination
of the Trust under the provisions of Section 12 hereof, and at other times
as reasonably requested by Trustee including such times as Trustee is
notified in writing of the death of a Plan participant or surviving spouse
eligible to receive benefits under this Trust Agreement, BGE shall deliver
to Trustee a schedule, substantially in the format of Exhibit A hereof, and
any other necessary documentation (such schedule and other documentation
8
being referred to for this purpose as the "Payment Schedule") that
indicates the Plan benefit amounts currently payable in respect of each
Plan participant (and his or her surviving spouse), the form in which such
amount is to be paid (as provided for or available under the Plan), the
time of commencement for payment of such amounts, whether the Plan
participant is receiving such payment as a result of an entitlement event
(as defined in Section 5(c) of the Plan), the present value of the future
benefits payable to Plan participants and their surviving spouses under the
terms of this Trust Agreement computed as under Section 1.9 (1), (2), (3),
and (4) hereof, and the Required Contribution computed pursuant to Section
1.9 hereof.
Plan participants or their surviving spouses shall be included on the
Payment Schedule and shall be eligible for benefits under this Trust
Agreement pursuant to Section 1.8 hereof only to the extent contributions
to the Trust were required under Sections 1.5 or 1.6 hereof, or for which a
contribution was made by BGE to the Trust pursuant to Section 1.7 hereof.
A modified Payment Schedule shall be delivered by BGE to Trustee upon the
occurrence of any event, such as early retirement of a Plan participant or
an entitlement event, as defined in Section 5(c) of the Plan, requiring a
modification of the Payment Schedule or a modified Payment Schedule.
BGE shall cause the Payment Schedule which BGE shall provide to
Trustee to be prepared by the actuary for the Pension Plan of Baltimore Gas
and Electric Company.
9
Except as otherwise provided in Sections 2.5 through 2.11 hereof,
Trustee shall make payments to Plan participants and their surviving
spouses in accordance with such Payment Schedule, and shall act only upon
such written direction and shall have no duty to determine the rights of
any person under this Trust Agreement or under the Plan or to inquire into
the right or power of BGE to direct or not direct any such payment and
shall be authorized to rely on the Payment Schedule most recently provided
to Trustee by BGE.
2.2 In the event BGE fails to deliver the Payment Schedule to Trustee
by the date specified in Section 2.1 hereof, Trustee shall notify BGE of
such failure by the 15th day of the month following the month in which the
Payment Schedule was required to be delivered to Trustee. Such
notification shall stipulate that BGE may correct the failure by the last
day of the month following the month in which the Payment Schedule was
required to be delivered to Trustee (the "Payment Schedule correction
date"). Trustee shall notify the Plan participants or their surviving
spouses shown on the most recent Payment Schedule provided by BGE to
Trustee in the event BGE fails to deliver the Payment Schedule to Trustee
by the Payment Schedule correction date. Trustee shall make such
notification no later than 15 days following the Payment Schedule
correction date. Notwithstanding the foregoing, in the event BGE fails to
deliver the Payment Schedule to Trustee for the 1993 Plan year by the
Payment Schedule correction date, Trustee shall not be required to notify
10
Plan participants or their surviving spouses under Sections 1.11, 2.2 and
2.8 hereof or make payments to Plan participants and their surviving
spouses as provided in Section 2 hereof, until such time as an initial
Payment Schedule has been delivered by BGE to Trustee. If BGE fails to
deliver the Payment Schedule to Trustee by the date specified in Section
2.1 hereof, Trustee shall make payments to Plan participants and their
surviving spouses, except as otherwise provided in Sections 2.5 through
2.11 hereof, in accordance with the Payment Schedule most recently provided
to Trustee by BGE. Within a reasonable period of time after BGE delivers
the updated Payment Schedule to Trustee, Trustee shall pay all amounts due
to the Plan participants and their surviving spouses for the period during
which Trustee relied on the previous Payment Schedule to the extent such
amounts have not been paid by Trustee under the previous Payment Schedule
or by BGE pursuant to Sections 2.5 through 2.11 hereof. Such amounts paid
by Trustee shall include interest computed at an 8% per annum rate from the
date the payments were due under the Plan to the first day of the month in
which such amount was paid.
2.3 Trustee shall make provision for the reporting and withholding of
any federal, state or local taxes that may be required to be withheld with
respect to the payment of benefits from the Trust and shall pay amounts
withheld to the appropriate taxing authorities or determine that such
amounts have been reported, withheld and paid by BGE, provided, however,
that BGE shall be required to provide Trustee with all information
reasonably necessary for Trustee to perform such withholding.
11
2.4 The entitlement of Plan participants and their surviving spouses
to benefits under the Plan shall be determined by BGE or such party as it
shall designate under the Plan, and any claim for such benefits shall be
considered and reviewed under the procedures set out in the Plan. Except
as provided in Section 2.7 hereof, Trustee shall have no responsibility to
determine such entitlements or to verify the accuracy of their
determination or to review or supervise the review of claims for benefits.
2.5 BGE may make payment of benefits directly to Plan participants
and their surviving spouses as they become due in accordance with the most
recent Payment Schedule provided by BGE to Trustee. BGE shall notify
Trustee of its decision to make payment of benefits prior to the time
amounts are payable to Plan participants and their surviving spouses by
indicating such intent on the Payment Schedule provided by BGE to Trustee
pursuant to Section 2.1 or by separate written notification. BGE shall
provide Trustee with documentation substantiating that such payments were
made no later than the last day of the month in which such payments were
due in accordance with the most recent Payment Schedule provided by BGE to
Trustee. If such documentation is not provided, Trustee is authorized to
make such payments directly to Plan participants and their surviving
12
spouses. In addition, if the Trust assets are insufficient to make
payments of benefits in accordance with the most recent Payment Schedule
provided by BGE to Trustee, or are not available to make such payments
because all or part of the Trust assets are invested in collateral
assignments of certain split dollar life insurance policies, BGE shall pay
the balance of each such payment to the Plan participant or their surviving
spouse as it falls due. Trustee shall notify BGE of such insufficiency or
unavailability as specified in Sections 2.6 and 2.8 hereof.
2.6 Where Trustee is required to make payments from the Trust
according to the most recent Payment Schedule and BGE does not make
payments in lieu of such payments as provided under Section 2.5 hereof, and
Trustee is unable to make the required payments because all or part of the
Trust assets are invested in the collateral assignment portion of certain
split dollar life insurance policies, Trustee is authorized to defer the
required payments until cash is available to make the required payments
under the terms of this Trust Agreement.
2.7 A determination of insufficiency of Trust assets shall be made
with respect to the end of each Plan year after receipt by the Trustee of
the Payment Schedule prepared with respect to such Plan year or the most
recent Payment Schedule in the event BGE fails to deliver the Payment
Schedule to Trustee by the date specified in Section 2.1 hereof. The Trust
assets will be deemed to be insufficient to make payments of benefits in
13
accordance with the terms of such Payment Schedule if the market value of
the Trust assets at the end of the Plan year for which the determination is
being made plus the Required Contribution actually made with respect to
such Plan year is less than the present value of the future benefits as
shown on the most recent Payment Schedule. In determining the market value
of collateral assignments of interests in split dollar life insurance
policies held by the Trust, Trustee may rely on the valuation provided by
the insurance carrier who issued such policies, or the broker administering
such policies.
In the event of such insufficiency and to the extent BGE does not make
payments directly to Plan participants or their surviving spouses as
provided under Section 2.5 hereof, any payment made from the Trust will be
reduced by multiplying such payment by a fraction, the numerator of which
shall be the value of all cash and other property held by the Trust and the
denominator of which shall be the aggregate present value of all benefits
under the Plan as shown on the most recent Payment Schedule.
2.8 If the Trust assets are insufficient to make payments of benefits
in accordance with the most recent Payment Schedule, Trustee shall notify
BGE of such insufficiency by May 15 (by September 15 for an insufficiency
related to Plan year 1993) of the year following the Plan year with respect
to which the insufficiency has been determined. Such notification shall
stipulate that BGE may correct the insufficiency by May 31 (by September 31
14
for an insufficiency related to Plan year 1993) of the year following the
Plan year with respect to which the insufficiency has been determined (the
"insufficiency correction date"). Trustee shall notify the participants or
their surviving spouses shown on the most recent Payment Schedule provided
by BGE to Trustee in the event BGE fails to correct the insufficiency by
the insufficiency correction date. Trustee shall make such notification no
later that 15 days following the insufficiency correction date and shall
proceed to reduce any payment made from the Trust in the manner specified
in Section 2.7 hereof as soon as practicable.
2.9 If Trustee reduces or discontinues the payment of benefits from
the Trust pursuant to Section 2.6 and 2.7 hereof and the Trust assets
subsequently become sufficient to pay all or part of the previously reduced
or discontinued benefits, the first payment following thereafter shall
include the aggregate of all payments due to Plan participants and their
surviving spouses under the terms of this Trust Agreement for the period of
such reduction or discontinuance to the extent Trust assets are available,
less the aggregate amount of any payments made to Plan participants and
their surviving spouses by BGE in lieu of the payments provided for
hereunder during any such period of reduction or discontinuance. In such
event where Trust assets are sufficient to pay only a part of the
previously reduced or discontinued benefits, amounts relating to the
earliest payments reduced or discontinued shall be paid before all other
15
amounts due under this Trust Agreement. Such payments shall also include
interest computed at an 8% per annum rate on the net aggregate amount of
all payment reductions from the date the payments were due under the Plan
to the first day of the month in which such net aggregate amount was paid.
2.10 In the event there is a final judicial determination or a final
determination by the Internal Revenue Service that the Plan participants
and their surviving spouses are subject to any tax with respect to any
amounts held under the terms of the Trust, then Trustee shall make payments
from the Trust to such Plan participants and their surviving spouses in
such amounts as set forth in such final determination for the purpose of
paying federal taxes and interest and any penalties thereon which such Plan
participants and their surviving spouses incur arising out of such
determination. Trustee's decision as to whether a final determination has
occurred shall be binding and conclusive on all Plan participants and their
surviving spouses.
2.11 Any payment from the Trust, as provided in Section 2.10 hereof,
excluding interest and penalties paid with respect to federal taxes, shall
reduce the benefits payable under the Plan of those participants and their
surviving spouses on whose behalf such payments are made. It shall be the
responsibility of BGE to determine or cause to be determined by the actuary
for the Pension Plan of Baltimore Gas and Electric Company the amount of
such reduction and to provide Trustee with an updated Payment Schedule to
reflect any such reduction made hereunder. Trustee shall have no duty to
verify any calculations provided by BGE under this Section 2.11.
16
SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST
BENEFICIARY WHEN BGE IS INSOLVENT.
3.1 Trustee shall cease payment of benefits to Plan participants and
their surviving spouses if BGE is Insolvent. BGE shall be considered
Insolvent for purposes of this Trust Agreement if (i) BGE makes a voluntary
filing under the United States Bankruptcy Code, or (ii) BGE is subject to a
pending involuntary proceeding as a debtor under the United States
Bankruptcy Code.
3.2 At all times during the continuance of this Trust, as provided in
Section 1.4 hereof, the Trust assets shall be subject to claims of general
creditors of BGE under federal and state law as set forth below.
3.2(a) The Board of Directors of BGE and the Chief Executive
Officer of BGE shall have the duty to inform Trustee in writing of BGE's
Insolvency. If a person claiming to be a creditor of BGE alleges in
writing to Trustee that BGE has become Insolvent, Trustee shall determine
whether BGE is Insolvent and, pending such determination, Trustee shall
discontinue payment of benefits to Plan participants and their surviving
spouses.
17
3.2(b) Until receipt of a notice of Insolvency as set forth above,
Trustee shall be under no obligation and shall have no responsibility to
suspend payments hereunder and hold the Trust assets for the benefit of
BGE's general creditors. Trustee shall not be deemed to have notice or
knowledge of facts or events in public records or received by departments
or divisions of Trustee bank other than the Investor Services division of
Trustee bank. Trustee shall not have any liability to any party for making
any payments or withholding any payments pursuant to court order or request
from trustee in bankruptcy or receivership pursuant to notice of Insolvency
as provided above.
3.2(c) Unless Trustee has actual knowledge of BGE's Insolvency, or
has received notice from BGE or a person claiming to be a creditor alleging
that BGE is Insolvent, Trustee shall have no duty to inquire whether BGE is
Insolvent. Trustee may in all events rely on such evidence concerning
BGE's solvency as may be furnished to Trustee and that provides Trustee
with a reasonable basis for making a determination concerning BGE's
solvency.
3.2(d) If at any time Trustee has determined that BGE is Insolvent,
Trustee shall discontinue payments to Plan participants and their surviving
spouses and shall hold the Trust assets for the benefit of BGE's general
creditors. Nothing in this Trust Agreement shall in any way diminish any
rights of Plan participants and their surviving spouses to pursue their
rights as general creditors of BGE with respect to benefits due under the
Plan or otherwise.
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3.2(e) Trustee shall resume the payment of benefits to Plan
participants and their surviving spouses in accordance with Section 2 of
this Trust Agreement only after Trustee has determined that BGE is not
Insolvent (or is no longer Insolvent). Where BGE is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code, Trustee
shall resume payment when such proceeding is dismissed. In all other
cases, Trustee shall have no obligation to so resume payment until it shall
have received an unqualified opinion of a certified public accountant that
BGE is no longer Insolvent and an opinion of counsel that there is no legal
prohibition to resuming payment hereunder.
3.3 If Trustee discontinues the payment of benefits from the Trust
pursuant to Section 3.2 hereof and subsequently resumes such payments, the
first payment following such discontinuance shall include the aggregate
amount of all payments due to Plan participants and their surviving spouses
under the terms of this Trust Agreement for the period of such
discontinuance, less the aggregate amount of any payments made to Plan
participants and their surviving spouses by BGE in lieu of the payments
provided for hereunder during any such period of discontinuance plus
interest computed as under Section 2.9 hereof on the net aggregate amount
of all payments from the date the payments were due under the Plan to the
first day of the month in which such net aggregate amount was paid. BGE
19
shall cause to be determined and calculated by the actuary of the Pension
Plan of Baltimore Gas and Electric Company such net aggregate amount, which
determination shall be conclusive for BGE, Trustee, and all Plan
participants and their surviving spouses.
SECTION 4. PAYMENTS TO BGE.
4.1 Except as provided in Sections 3.2 and 4.2 hereof, BGE shall have
no right or power to direct Trustee to return to BGE or to divert to others
any of the Trust assets before all payments of benefits have been made to
Plan participants and their surviving spouses in accordance with the most
recent Payment Schedule provided by BGE to Trustee and the terms of this
Trust Agreement.
4.2 In the event the market value of Trust assets as of the end of a
Plan year exceeds 120 percent of the present value of future benefits as
shown on the Payment Schedule for such Plan year, plus the amount of any
payments as computed under Section 1.9(5) hereof as of the end of such Plan
year, then BGE may, in its sole discretion, direct Trustee in writing to
distribute such excess Trust assets, in whole or in part, to BGE provided
such distribution does not contravene any provision of law. Trustee shall
have no responsibility to determine the propriety of any such direction.
20
4.3 Notwithstanding Section 4.2 hereof, BGE may not direct Trustee to
distribute such excess Trust assets for 2 years from the date a Change of
Control is deemed to occur under Section 13.5 hereof.
SECTION 5. INVESTMENT AUTHORITY.
5.1 In no event may Trustee invest in securities (including stock or
rights to acquire stock) or obligations issued by BGE, other than a de
minimis amount held in common investment vehicles in which Trustee invests.
All rights associated with the Trust assets shall be exercised by Trustee,
and shall in no event be exercisable by or rest with Plan participants and
their surviving spouses; provided that BGE may at any time, upon delivery
of written notice to Trustee, terminate Trustee's authority over the Trust
assets.
5.2 BGE shall submit to Trustee investment guidelines which shall be
acknowledged by Trustee in writing. The Trust assets shall be held,
invested and reinvested by Trustee upon written direction of BGE and only
in accordance with the investment guidelines most recently acknowledged by
Trustee. BGE shall direct Trustee to invest or reinvest from time to time
the Trust assets (taking into account, among other things, anticipated cash
requirements for benefits under the Plans); provided, however, that pending
receipt of investment directions or guidelines from BGE or pending the
acknowledgement by Trustee of such investment guidelines, the Trust assets
may be held in interest bearing cash accounts maintained by Trustee; and
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provided, however, that Trustee shall not be liable for any failure to
maximize the income earned on the Trust assets, or for any loss suffered by
the Trust, as a result of its investment or reinvestment of the Trust
assets in accordance with 1) directions received by Trustee from BGE, or 2)
the investment guidelines as acknowledged by Trustee.
5.3 BGE may, in its sole discretion, appoint an investment manager or
managers to manage (including the power to acquire and dispose of) any
Trust assets. Trustee may rely on direction of such investment manager
upon receipt of written direction from BGE and shall be entitled to rely on
such direction until revoked in writing by BGE. Trustee shall not be
liable for the acts or omissions of such investment manager or managers,
unless Trustee participates knowingly in, or knowingly undertakes to
conceal, an act or omission of such investment manager, knowing that such
act or omission is a breach of its or the investment manager's fiduciary
duty. Trustee is under no obligation to review, inquire into or examine
the acts or omissions of any such investment manager. Trustee shall have
the duty to inform BGE in the event Trustee becomes aware of any such acts
or omissions. Trustee shall not be under an obligation to invest or
otherwise manage Trust assets which are subject to the management of the
investment manager.
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5.4 BGE reserves the right to transfer to the Trust in satisfaction
of the contribution requirements as set forth in Section 1.5 hereof, life
insurance, annuity policies or contracts on or for the life of any Plan
participant, or to direct Trustee to purchase any such policies or
contracts on or for the life of any such Plan participant out of the Trust
assets. Any such policy or contract shall be a Trust asset subject to the
claims of BGE's creditors in the event of Insolvency, as defined in Section
3.1 hereof. The proceeds, dividends, or distributions of cash value paid
with respect to any life insurance policy or contract held in the Trust
shall be paid to the Trust. Trustee shall be under no duty to question any
direction of BGE or to review the form of any policies or contracts or the
selection of the issuer thereof, or to make suggestions to BGE with respect
to the form of such policies or contracts or to the issuer thereof.
SECTION 6. DISPOSITION OF INCOME.
During the term of this Trust, all income received by the Trust, net
of expenses and taxes, shall be accumulated and reinvested, until otherwise
required for disbursement under the terms of this Trust Agreement.
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SECTION 7. ACCOUNTING BY TRUSTEE.
7.1 Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other transactions required
to be made, including such specific records as shall be agreed upon in
writing between BGE and Trustee. Within 15 days following the close of
each calendar month and within 90 days after the removal or resignation of
Trustee, Trustee shall deliver to BGE a written account of its
administration of the Trust pursuant to terms of this Trust Agreement
during such year or during the period from the close of the last preceding
year to the date of such removal or resignation, setting forth all
investments, receipts, disbursements and other transactions effected by it,
including a description of all securities and investments purchased and
sold with the cost or net proceeds of such purchases or sales (accrued
interest paid or receivable being shown separately), and showing all cash,
and the cost and market value of all securities and other property held in
the Trust at the end of such year or as of the date of such removal or
resignation, as the case may be.
In the event the insurance carrier who issued the insurance policies
which are held by or collaterally assigned to the Trust or the broker who
administers such policies does not timely provide Trustee with the market
value of such insurance policies or collateral assignments, Trustee shall
provide to BGE written accounts under this Section 7.1 containing all
valuations except such insurance valuations. As soon as practicable
following the receipt of the market valuations from the carrier or the
broker, Trustee shall provide BGE with written accounts containing such
insurance valuations.
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7.2 Unless BGE shall have filed with Trustee written exceptions to
any such statement or account delivered by Trustee pursuant to Section 7.1
hereof within 90 days after receipt of such statement or account, BGE shall
be deemed to have approved such statement or account, and in such case or
upon the written approval by BGE of any such statement or account, Trustee
shall be forever released and discharged with respect to all matters and
things embraced in such statement or account as though it had been settled
by a decree of a court of competent jurisdiction in an action or proceeding
to which BGE or persons having any beneficial interest in the Trust were
parties.
7.3 BGE shall prepare and file such tax returns and other reports as
may be required for the Trust, with any taxing authority or any other
government authority and shall provide Trustee with copies of such returns
and reports as soon as practicable following the date of filing. Trustee
shall provide to BGE such information, to the extent not already provided
through written accounts delivered to BGE pursuant to Section 7.1, as is
necessary for BGE to prepare and file such tax returns and other reports.
7.4 Nothing contained in this Trust Agreement or in the Plan shall
deprive Trustee of the right to have a judicial settlement of its accounts.
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In any proceeding for a judicial settlement of the accounts of Trustee or
for instruction in connection with the Trust assets, the only necessary
party thereto in addition to Trustee shall be BGE. If Trustee so elects,
it may bring in as a party any other person or persons. No person
interested in the Trust assets, other than BGE, shall have a right to
compel an accounting, judicial or otherwise, by Trustee and each such
person shall be bound by all accountings as herein provided, as if the
account had been settled by decree of a court of competent jurisdiction in
an action or proceeding to which such person was a party.
SECTION 8. RESPONSIBILITY OF TRUSTEE.
8.1 Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in
like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims, provided, however, that
Trustee shall incur no liability to any person for any action taken
pursuant to a direction, request or approval given by BGE (or investment
manager designated pursuant to terms hereof) which is contemplated by, and
in conformity with, the terms of this Trust Agreement and is given in
writing by BGE.
8.2 Trustee need not engage in any litigation, arbitration or
administrative proceeding related to this Trust Agreement unless first
indemnified to its reasonable satisfaction by BGE unless such litigation,
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arbitration or administrative proceeding is prompted by an allegation that
Trustee has breached its duties undertaken pursuant to this Trust
Agreement. If Trustee proceeds to engage in any such litigation,
arbitration or administrative proceeding and is not so indemnified, all
reasonable costs of Trustee including reasonable attorney's fees incurred
pursuant to such action shall be charged against and paid from the Trust
assets, except when the claim relates to an allegation that Trustee has
breached its duties in which case Trustee shall be responsible for such
costs.
Trustee may consult with any legal counsel, including, without
limitation, counsel to BGE or Trustee's own independent counsel, to assist
Trustee in the management and administration of the Trust or with respect
to (a) the meaning or construction of the terms of this Trust Agreement,
(b) its obligations or duties hereunder, (c) any act which Trustee should
take or omit hereunder, (d) any action or proceeding, or (e) any question
of law. In any action taken or omitted by Trustee in good faith pursuant
to the advice of such counsel, BGE shall indemnify and hold Trustee
harmless against reasonable litigation expenses and attorney's fees
occasioned by such action; except when Trustee acted or omitted to act upon
the advice of counsel other than counsel to BGE.
8.3 Trustee shall have, without exclusion, all powers conferred on
trustees by applicable law, unless expressly provided otherwise herein,
provided, however, that if an insurance policy is held as an asset of the
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Trust, Trustee shall have no power to name a beneficiary of the policy
other than the Trust, to assign the policy (as distinct from conversion of
the policy to a different form) other than to a successor Trustee, or to
loan to any person the proceeds of any borrowing against such policy.
Trustee, as assignee under split dollar life insurance policies, may
exercise the right to obtain policy loans in accordance with the terms of
the collateral assignment document.
8.4 In executing its duties, obligations and responsibilities as
herein provided, and in addition to those powers given by law, Trustee
shall have the power, in its sole discretion:
(a) to collect and receive any and all money and other property due to
the Trust and to give full discharge therefor;
(b) to settle, compromise or submit to arbitration any claims, debts
or damages due to or owing to or from the Trust; to commence or defend
suits or legal proceedings to protect any interest of the Trust; and to
represent the Trust in all suits or legal proceedings in any court or
before any other body or tribunal;
(c) if specifically instructed by BGE, to provide benefits through
the purchase of individual or group annuity or life insurance contracts
issued by insurance companies licensed to do business in the State of New
York;
(d) if specifically instructed by BGE, to act as agent for BGE to
perform multiple services for the Plan, its participants and beneficiaries
and to receive and withdraw from the Trust assets reasonable compensation
therefor;
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(e) to engage accountants or other advisors as Trustee may deem
necessary to control and manage the Trust assets and to carry out the
purposes of this Trust Agreement;
(f) subject to Section 5 hereof, to invest and reinvest the Trust
assets without distinction between principal and income in any form of
property not prohibited by law including, without limitation on the amount
which may be invested therein, any common or group trust fund operated by
Trustee or in demand deposits of Trustee;
(g) to hold cash uninvested in an amount considered necessary and
practical for proper administration of the Trust and/or to deposit the same
with any banking, savings or similar financial institution supervised by
the United States or any State, including Trustee's own banking department;
and
(h) to perform all such acts and exercise all such rights and
privileges consistent with applicable law and the terms of this Trust
Agreement, although not specifically mentioned herein, as Trustee may deem
desirable or necessary to control and manage the Trust assets and to carry
out the purposes of this Trust Agreement.
Except as provided under Section 13.2, if all or any part of the Trust
assets are at any time attached, garnished, or levied upon by any court
order, or in case the payment, assignment, transfer, conveyance or delivery
of any such property shall be stayed or enjoined by any court order, or in
case any order, judgment or decree shall be made or entered by a court
29
affecting such property or any part thereof, then and in any of such events
Trustee is authorized, in its sole discretion, to rely upon and comply with
any such order, writ, judgment or decree, and it shall not be liable to BGE
(or any of its subsidiaries) or any participant by reason of such
compliance even though such order, writ, judgment or decree subsequently
may be reversed, modified, annulled, set aside or vacated.
8.5 Notwithstanding any powers granted to Trustee pursuant to this
Trust Agreement or to applicable law, Trustee shall not have any power that
could give this Trust the objective of carrying on a business and dividing
the gains therefrom, within the meaning of section 301.7701-2 of the
Procedure and Administrative Regulations promulgated pursuant to the
Internal Revenue Code.
SECTION 9. COMPENSATION AND EXPENSES OF TRUSTEE.
9.1 BGE shall pay all administrative and Trustee's fees and expenses
(including, without limitation, reasonable fees of agents and counsel). If
not so paid, the fees and expenses shall be paid from the Trust; provided,
however, that BGE may approve in writing the automatic payment of fees,
compensation and expenses from the Trust. Trustee shall have a lien on the
Trust in the amount of such fees, expenses and compensation until the same
have been paid.
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9.2 BGE shall pay any federal, state, local or other taxes imposed or
levied with respect to the Trust assets under the existing or future laws.
SECTION 10. RESIGNATION AND REMOVAL OF TRUSTEE.
10.1 Trustee may resign at any time by written notice to BGE,
which shall be effective 30 days after receipt of such notice unless BGE
and Trustee agree otherwise in writing.
10.2 Accept as provided in Section 10.3, Trustee may be removed
by BGE on 30 days written notice or upon shorter notice accepted by
Trustee.
10.3 Upon a Change of Control, as defined in Section 13.5 hereof,
Trustee may not be removed by BGE for 2 years from the date a Change of
Control is deemed to occur under Section 13.5 hereof.
10.4 If Trustee resigns within 2 years of a Change of Control,
Trustee shall select a successor Trustee in accordance with the provisions
of Section 11.2 hereof prior to the effective date of Trustee's
resignation.
10.5 Upon resignation or removal of Trustee and appointment of a
successor Trustee, all Trust assets shall subsequently be transferred to
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the successor Trustee. The transfer shall be completed at the later of (i)
90 days after receipt of notice of resignation or removal of Trustee, or
(ii) appointment of successor Trustee, unless BGE extends the time limit in
writing.
10.6 If Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 11 hereof, by the effective date of
resignation or removal under Sections 10.1 or 10.2 hereof. If no such
appointment has been made, Trustee may apply to a court of competent
jurisdiction for appointment of a successor or for instructions. All
expenses of Trustee in connection with the proceeding shall be allowed as
administrative expenses of the Trust.
SECTION 11. APPOINTMENT OF SUCCESSOR.
11.1 If Trustee resigns or is removed in accordance with Sections
10.1 or 10.2 hereof, BGE may appoint any third party, such as a bank trust
department or other party that may be granted corporate trustee powers
under state law, as a successor to replace Trustee upon resignation or
removal. The appointment shall be effective when accepted in writing by
the successor Trustee, who shall have all of the rights and powers of the
former Trustee, including ownership rights in the Trust assets. The former
Trustee shall execute any instrument necessary or reasonably requested by
BGE or the successor Trustee (in which case Trustee shall have received a
copy of successor Trustee's acceptance) to evidence the transfer of the
Trust assets.
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11.2 If Trustee resigns pursuant to the provisions of Section
10.4 hereof, Trustee may appoint any third party such as a bank trust
department or other party that may be granted corporate trustee powers
under state law. The appointment of a successor Trustee shall be effective
when accepted in writing by the successor Trustee. The successor Trustee
shall have all the rights and powers of the former Trustee, including
ownership rights in Trust assets. The former Trustee shall execute any
instrument necessary or reasonably requested by the successor Trustee to
evidence the transfer of the Trust assets.
11.3 The successor Trustee need not examine the records and acts
of any prior Trustee and may retain or dispose of existing Trust assets,
subject to Sections 7 and 8 hereof. The successor Trustee shall not be
responsible for and BGE shall indemnify and defend the successor Trustee
from any claim or liability resulting from any action or inaction of any
prior Trustee or from any other past event, or any condition existing at
the time it becomes successor Trustee.
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11.4 In the event of such removal or resignation, Trustee shall
duly file with BGE a written account as provided in Section 7.1 hereof.
SECTION 12. AMENDMENT OR TERMINATION.
12.1 Except as provided in Section 12.4, this Trust Agreement may
be amended by a written instrument executed by Trustee and BGE.
Notwithstanding the foregoing, no such amendment shall conflict with the
terms of the Plan or shall make the Trust revocable.
12.2 The Trust shall not terminate until the earlier of the date
on which Plan participants and their surviving spouses are no longer
entitled to benefits pursuant to the terms of the Plan or have received
payment of all benefits to which they are entitled under this Trust
Agreement. Upon termination of the Trust any assets remaining in the Trust
shall be returned to BGE.
12.3 Upon written approval of all Plan participants and surviving
spouses entitled to payment of benefits pursuant to the terms of the Plan
and this Trust Agreement, BGE may terminate this Trust prior to the time
all benefit payments under the Plan and this Trust Agreement have been
made. All Trust assets at termination shall be returned to BGE.
12.4 This Trust Agreement may not be amended by BGE for 2 years
following a Change of Control, unless such amendment is by written
agreement between BGE and Trustee and such amendment does not adversely
affect the rights of the Plan participants and their surviving spouses
entitled to payment of benefits pursuant to terms of the Plan on the date a
Change of Control is deemed to occur.
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SECTION 13. MISCELLANEOUS.
13.1 Any provision of this Trust Agreement prohibited by law
shall be ineffective to the extent of any such prohibition, without
invalidating the remaining provisions hereof.
13.2 Benefits payable to Plan participants and their surviving
spouses under this Trust Agreement may not be anticipated, assigned (either
at law or in equity), alienated, pledged, encumbered or subjected to
attachment, garnishment, levies, execution or other legal or equitable
process, and any attempt to so alienate, sell, transfer, assign, pledge,
attach, charge or otherwise encumber any such amount, whether presently or
thereafter payable, shall be void. The Trust shall be in no manner liable
for or subject to the debts or liabilities of any participant.
13.3 This Trust Agreement shall be governed by and construed in
accordance with the laws of the State of New York and Trustee shall be
liable to account only in the courts of that state.
13.4 All words beginning with an initial capital letter and not
otherwise defined herein shall have the meaning set forth in the Plan. All
singular terms defined in this Trust will include the plural and vice
versa.
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13.5 For purposes of this Trust Agreement, Change of Control
shall mean (a) the purchase or acquisition by any person, entity or group
of persons (within the meaning of section 13(d) or 14(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), or any comparable successor
provisions) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20 percent or more of either the
outstanding shares of common stock of BGE or the combined voting power of
BGE's then outstanding shares of voting securities entitled to a vote
generally, or (b) the approval by the stockholders of BGE of a
reorganization, merger, or consolidation, in each case, with respect to
which persons who were stockholders of BGE immediately prior to such
reorganization, merger, or consolidation do not, immediately thereafter,
own more than 50 percent of the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged or
consolidated entity's then outstanding securities, or (c) a liquidation or
dissolution of BGE or the sale of substantially all of its assets, or (d) a
change of more than one-half of the members of the Board of Directors of
BGE within a 90-day period for reasons other than death, disability, or
retirement of such members.
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13.6 BGE shall certify to Trustee the name or names of any person
or persons authorized to act for BGE under this Trust Agreement. Such
certification shall be signed by a Vice President of BGE. Until BGE
notifies Trustee, in a similarly signed notice or certification, that any
such person is no longer authorized to act for BGE, Trustee may continue to
rely upon the authority of such person.
Trustee may rely upon any certificate, schedule, notice or direction
of BGE which Trustee in good faith believes to be genuine, executed and
delivered by a duly authorized officer or agent of BGE. Trustee shall have
no duty to verify any calculations provided by BGE in connection with such
certificate, schedule, notice or direction.
Communications to Trustee shall be sent in writing to Trustee at the
address specified in Section 13.9 hereof or to such other address as the
Trustee may specify in writing. No communication shall be binding upon the
Trust or Trustee until it is received by Trustee and unless it is in
writing and signed by an authorized person.
Communications to BGE shall be sent in writing to BGE's principal
offices at the address specified in Section 13.9 hereof or to such other
address as BGE may specify in writing. No communication shall be binding
upon BGE until it is received by BGE and unless it is in writing and signed
by Trustee.
13.7 BGE shall pay and shall protect, indemnify and save harmless
Trustee and its officers, employees and agents from and against any and all
losses, liabilities (including liabilities for penalties), actions, suits,
37
judgments, demands, damages, costs and expenses of any nature arising from
or relating to any action by or any failure to act by Trustee (and its
officers, employees and agents) in accordance with the terms of this Trust
Agreement, or the transactions contemplated by this Trust Agreement
(including any action by Trustee on the direction or instruction of BGE or
any failure to act on the part of Trustee in the absence of directions or
instructions by BGE), except to the extent that any such loss, liability,
action, suit, judgment, demand, damage or expense has been determined by
final judgement of a court of competent jurisdiction to be the result of
the negligence or willful misconduct of Trustee, its officers, employees or
agents. To the extent that BGE has not fulfilled its obligations under the
foregoing provisions of this Section 13.7, Trustee shall be reimbursed out
of the Trust assets or may set up reasonable reserves for the payment of
such obligations. To the maximum extent permitted by applicable law, no
personal liability whatsoever shall attach to or be incurred by any
employee, officer or director of BGE, as such, under or by reason of the
terms or conditions contained in or implied from this Trust Agreement.
Trustee assumes no obligation or responsibility with respect to any
action required by this Trust Agreement on the part of BGE and shall have
those responsibilities only as expressly set forth herein.
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13.8 This Trust Agreement sets forth the entire understanding of
the parties with respect to the subject matter hereof and supersedes any
and all prior agreements, arrangements and understandings relating thereto.
13.9 Any notice, report, demand, waiver or communication required or
permitted hereunder shall be in writing and shall be given personally or by
prepaid registered or certified mail, return receipt requested, addressed
as follows:
If to BGE:
Constellation Investments, Inc.
250 West Pratt Street
Baltimore, Maryland 21201
Attention: Steven D. Kesler
If to Trustee:
Citibank, N. A.
Client Services Division
111 Wall Street, 14th Floor
New York, NY 10005
Attention: Michael Sanfilippo
If to a participant or to a participant's surviving
spouse:
To the address shown on the most recent Payment
Schedule provided by BGE to Trustee.
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SECTION 14. EFFECTIVE DATE.
The date of this Trust Agreement shall be July 31, 1994.
IN WITNESS WHEREOF, and intending to be legally bound hereby, BGE and
Trustee sign and seal this Trust Agreement the day and year first above
written.
WITNESS: CITIBANK, N. A.:
/s/ By: /s/ (Seal)
Name: John A. Lang
Title: Vice President
WITNESS: BALTIMORE GAS AND ELECTRIC COMPANY:
/s/ By: /s/ (Seal)
Name: Jon M. Files
Title: Vice President -
Management Services
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