Common use of Investment Authority Clause in Contracts

Investment Authority. 5.1 In no event may Trustee invest in securities (including stock or rights to acquire stock) or obligations issued by CEG or 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 CEG may at any time, upon delivery of written notice to Trustee, terminate Trustee's authority over the Trust assets. 5.2 CEG 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 CEG and only in accordance with the investment guidelines most recently acknowledged by Trustee. CEG 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 CEG 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 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 CEG, or 2) the investment guidelines as acknowledged by Trustee. 5.3 CEG 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 CEG and shall be entitled to rely on such direction until revoked in writing by CEG. 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 CEG 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. 5.4 CEG 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 CEG'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 CEG or to review the form of any policies or contracts or the selection of the issuer thereof, or to make suggestions to CEG with respect to the form of such policies or contracts or to the issuer thereof.

Investment Authority. 5.1 In no event may Trustee invest in securities (including stock or rights to acquire stock) or obligations issued by CEG Constellation Energy or 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 CEG Constellation Energy may at any time, upon delivery of written notice to Trustee, terminate Trustee's authority over the Trust assets. 5.2 CEG Constellation Energy 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 CEG Constellation Energy and only in accordance with the investment guidelines most recently acknowledged by Trustee. CEG Constellation Energy 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 CEG Constellation Energy 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 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 CEGConstellation Energy, or 2) the investment guidelines as acknowledged by Trustee. 5.3 CEG Constellation Energy 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 CEG Constellation Energy and shall be entitled to rely on such direction until revoked in writing by CEGConstellation Energy. 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 CEG Constellation Energy 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. 5.4 CEG Constellation Energy 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 CEGConstellation Energy'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 CEG Constellation Energy or to review the form of any policies or contracts or the selection of the issuer thereof, or to make suggestions to CEG Constellation Energy with respect to the form of such policies or contracts or to the issuer thereof.

Investment Authority. 5.1 (a) The Company shall have the duty and responsibility at all times to direct the Trustee in writing 9using the "Employer Investment Selection") as to the investment of the assets of the Trust. In the absence of written direction from the Company, the Trustee shall have no duty to invest Trust assets and the Trustee shall have no responsibility or liability with respect to the investments, if any, made at the direction of the Company. Notwithstanding the foregoing, in no event may the Trustee invest in securities (including stock or rights to acquire stock) or obligations issued by CEG or BGEthe Company, other than a de minimis amount held in common investment vehicles in which the Trustee invests. All rights associated with assets of the Trust assets shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with Plan participants participants, except that voting rights with respect to Trust assets will be exercised by the Company. In the absence of voting instructions from the Company, the Trustee shall have the authority to vote any stocks, bonds or other securities; to give general or special proxies or powers of attorney with or without power of substitution; and their surviving spouses; provided that CEG may at to exercise any timeconversion privileges, upon delivery subscription rights or other options, and to make any payments incidental thereto. (b) The Trustee shall invest and reinvest the assets of written notice to Trustee, terminate Trustee's authority over the Trust assets. 5.2 CEG shall submit pursuant to Trustee the directions provided by the Company in the applicable Plan documents and Plan investment guidelines which shall be acknowledged by Trustee in writingdirection forms. The Trust assets Trustee shall be held, invested invest and reinvested by Trustee upon written direction of CEG reinvest the principal and only income without distinction between principal and income in accordance with the written directions provided to the Trustee by the Company. Subject to the directions provided by the Company, the Trustee or its designee shall have the following additional powers and authority in its discretion: (i) To purchase, subscribe for, invest and reinvest in shares or units of investment guidelines most recently acknowledged by Trustee. CEG shall direct companies (notwithstanding the Trustee or any affiliate of the Trustee acting as investment advisor, custodian, transfer agent, registrar, sponsor, distributor or manager or in any other capacity) and annuity contracts without being limited to the classes of property in which the Trustee is authorized to invest by any law or reinvest any rule of court of any state and without regard to the proportion any such property may bear to the entire amount of the Trust assets; (ii) To retain any property at any time received or held in the Trust; (iii) To sell or exchange any securities or property of the Trust at public or private sale, for cash or on credit, to grant and exercise all conversion or subscription rights pertaining to any such property and to enter into any covenant or agreement to purchase any property in the future; (iv) To participate in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan relating to property held by it and to consent to or oppose any such plan or any action thereunder or any contract, lease, mortgage, purchase, sale or other action by any person; (v) To register any investment held as a part of the Trust in its own name or in the name of a nominee, and to hold any investment in bearer form or through or by a central clearing corporation maintained by institutions active in the securities markets, but the books and records of the Trustee shall at all times show that all investments are part of the Trust; to deposit any property held by it with any protective, reorganization or similar committee, to delegate discretionary power thereto, and to pay part of the expenses and compensation thereof and any assessments levied with respect to any such property so deposited; and generally to exercise any of the powers of any owner with respect to securities or property held as part of the Trust; (vi) To keep such portions of the Trust in cash or cash balances as the Trustee may, from time to time time, deem to be in the best interest of the Trust assets (taking into accountuntil such moneys shall be invested, among other thingsreinvested or disbursed, anticipated cash requirements for benefits under it being understood that the Plans); provided, however, that pending receipt of investment directions or guidelines from CEG 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 provided, however, that Trustee shall not be liable for required to pay any failure interest on cash so held. (c) The Company agrees to maximize indemnify the income earned on Trustee and any agents of the Trustee, including affiliates of the Trustee, against and hold each of them harmless from any cost, claim, liability, loss or expense including reasonable attorney's fees, imposed upon or incurred by any of them as a result of following the Company's directions as to the investment of Trust assets, or for any loss suffered by in the Trustabsence of directions from the Company, as a result of its investment or reinvestment of the Trust assets in accordance with 1) directions received by Trustee from CEG, or 2) the investment guidelines as acknowledged by Trustee. 5.3 CEG may, in its sole discretion, appoint an investment manager or managers failing to manage (including the power to acquire and dispose of) any invest Trust assets. Trustee may rely on direction of The Company shall be primarily liable for such investment manager upon receipt of written direction from CEG obligations under this section and shall be entitled to rely on such direction until revoked in writing by CEG. 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 CEG 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. 5.4 CEG 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 CEG'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 CEG or to review the form of any policies or contracts or the selection of the issuer make prompt payment thereof, or to make suggestions to CEG with respect to the form Trustee may satisfy the Company's obligations from the Trust without the Company's direction. The Company's obligations under this section shall survive termination of such policies or contracts or to the issuer thereofTrust.

Investment Authority. 5.1 In (a) The Trustee shall invest and reinvest Trust assets in a Permitted Investment (as defined in Exhibit A attached hereto), as may be directed in writing by the Company prior to a Change in Control. Following a Change in Control, the Trustee will maintain the Trust assets invested and reinvested in the same Permitted Investment chosen by the Company prior to the Change in Control, and will no event longer accept investment directions from the Company. (b) The Trustee may use a broker-dealer of its own selection, including a broker-dealer owned by or affiliated with the Trustee invest or any of its affiliates. The Trustee or any of its affiliates may receive compensation with respect to any invested directed hereunder. It is expressly agreed and understood by the parties hereto that the Trustee shall not in securities (including stock any way whatsoever be liable for losses on any investments, including, but not limited to, losses from market risks due to premature liquidation or rights resulting form other actions taken pursuant to acquire stock) or obligations issued by CEG or BGEthis Agreement. Receipt, other than a de minimis amount held in common investment vehicles in which Trustee invests. All rights associated with and reinvestment of the Trust assets shall be confirmed by the Trustee as soon as practicable by account statement, and any discrepancies in any such account statement shall be noted by the Company to the Trustee within sixty (60) calendar days after receipt thereof. Failure to inform the Trustee in writing of any discrepancies in any such account statement within said 60-day period shall conclusively be deemed confirmation of such account statement in its entirety. (c) The Trustee shall hold and safeguard the Trust assets and shall treat such Trust assets as a trust fund in accordance with the terms hereof; provided, however, that in no event shall the Trustee be liable for any lost profits, lost savings or other special, exemplary, consequential or incidental damages even if the Trustee has been advised of the likelihood of such loss or damage; and provided further, that the Trustee shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) acts of God, force majeure, including, without limitation, war (whether declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes and other differences with employees; (b) the act, failure or neglect of the Company, the Beneficiaries or any of their agents; (c) any delay, error, omission or default of any mail, courier, facsimile or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group entity exercising governmental powers. (d) All rights associated with assets of the Trust shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with Plan participants and their surviving spouses; provided that CEG may at any time, upon delivery of written notice to Trustee, terminate Trustee's authority over through the Trust assetsBeneficiaries. 5.2 CEG 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 CEG and only in accordance with the investment guidelines most recently acknowledged by Trustee. CEG 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 CEG 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 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 CEG, or 2) the investment guidelines as acknowledged by Trustee. 5.3 CEG 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 CEG and shall be entitled to rely on such direction until revoked in writing by CEG. 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 CEG 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. 5.4 CEG 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 CEG'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 CEG or to review the form of any policies or contracts or the selection of the issuer thereof, or to make suggestions to CEG with respect to the form of such policies or contracts or to the issuer thereof.

Investment Authority. 5.1 In no event may the Trustee invest in securities (including stock or rights to acquire stock) or obligations directly issued by CEG or BGEthe Employer, other than a de minimis amount held in common investment vehicles in which the Trustee invests. All rights associated with assets of the Trust assets shall be exercised by Trusteethe Trustee or the person designated under the Plan, and shall in no event be exercisable by or rest with Plan participants participants. 5.2 The Employer shall have the responsibility for establishing and their surviving spouses; provided that CEG may at any timecarrying out a funding policy and method, upon delivery consistent with the objectives of written notice the Plan, taking into consideration the Plan’s short-term and long-term financial needs. The Trustee’s responsibility for investment and diversification of the assets in the Trust shall be subject to, and is limited by, the investment instructions issued to it by the Employer (or a committee appointed by the Employer) in accordance with its funding policy. It is understood that, unless otherwise agreed in writing, the Employer, rather than the Trustee, terminate Trustee's authority over shall be responsible for the overall investment of Trust assets. 5.2 CEG 5.3 The Trustee shall submit invest and reinvest the Trust Fund assets only to Trustee investment guidelines which shall be acknowledged the extent and in the manner directed by Trustee the Employer (or a committee appointed by the Employer) and confirmed in writing. The Trust assets Communication of any such direction to the Trustee shall be held, invested in a manner acceptable to the Trustee and reinvested by Trustee upon written shall conclusively be deemed an authorization to the Trustee’s designee or broker-dealer to implement the direction of CEG and only in accordance with even though coming from a person other than the investment guidelines most recently acknowledged by Trustee. CEG Neither the Trustee nor any other person shall direct Trustee have liability for following such directions improperly or failing to invest or reinvest from time to time act in the Trust assets (taking into account, among other things, anticipated cash requirements for benefits under the Plans); provided, however, that pending receipt absence of investment directions or guidelines from CEG or pending the acknowledgement by Trustee of any such investment guidelines, the Trust assets may be held in interest bearing cash accounts maintained by Trustee; and provided, however, that directions. The 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 CEG, or 2) the investment guidelines as acknowledged by Trustee. 5.3 CEG 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 CEG and shall be entitled to rely on such direction until revoked in writing by CEG. Trustee shall not be liable have no liability 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 Employer directing the investment manager's fiduciary dutyor reinvestment of Trust Fund assets. Neither shall the Trustee is under no have any duty or obligation to review, inquire into or examine the acts or omissions of review any such investment manager. Trustee shall have the duty to inform CEG in the event Trustee becomes aware or other direction, act, or omission, or except upon receipt of any such acts or omissions. Trustee shall not be under an obligation a proper direction, to invest or otherwise manage any asset of the Trust assets Fund which are is subject to the management of control to the investment managerEmployer. 5.4 CEG reserves At the right direction of the person authorized to transfer direct such action as referred to in Section 5, the Trustee or the Trustee’s designee or a broker-dealer referred to in Section 5.3, is authorized and empowered: (a) To invest and reinvest the Trust Fund, together with the income therefrom, in shares of regulated investment companies, including those advised, managed or offered by the Trustee, or an affiliate of the Trustee. (b) To sell, exchange, convey, transfer, or otherwise dispose of any property held in the Trust Fund, by private contract or at public auction. No person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency, or propriety of any such sale or other disposition. (c) To cause any securities or other property held as part of the Trust Fund to be registered in the Trustee’s own name, in the name of one or more of its nominees or to be held in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust. (d) To keep that portion of the Trust in satisfaction cash or cash balances as the Employer may, from time to time, direct. (e) To make, execute, acknowledge and deliver any and all documents of transfer or conveyance and to carry out the contribution requirements as set forth powers herein granted. (f) To consent to or participate in Section 1.5 hereof, life insurance, annuity policies or contracts on or any plans for the life reorganization, recapitalization, consolidation or merger, or sale or lease of assets of any Plan participantcorporation, any security of which is held in the Trust, and to pay any and all costs and assessments imposed upon the owners of such securities as a condition of their participation therein, and to consent to any contract, lease, mortgage, purchase or to direct Trustee sale of property, by or between such corporation and any other corporation or person. (g) To grant options to purchase any property. (h) To foreclose any obligation by judicial proceedings or otherwise. (i) To disclose any information concerning the existence, condition, management and administration of the assets of the Trust Fund as may be required by law or as may be necessary to prepare any reports required by law. (j) To lend, through a common, collective or investment fund, any securities held in such policies fund to brokers, dealers or contracts on other borrowers and to permit the loaned securities to be transferred into the name and custody and be voted by the borrower or others. (k) To retain any assets in the Trust Fund for such period of time as the life Trustee deems appropriate. (l) To vote, either in person or by general or limited proxy, or refrain from voting, any corporate securities for any purpose; to exercise or dispose of any conversion privilege or subscription right which the Trustee may have as a holder of any security or otherwise. (m) To deposit any security in any voting trust or under any pooling agreement or with any protective or reorganization committee, or with depositories designated by such Plan participant trust, agreement, or committee, and to delegate such power and authority with relation thereto as the Trustee may deem proper, and to agree to pay and to pay out of the Trust assets. Any Fund such policy or contract shall be a Trust asset subject to portion of the claims expenses and compensation of CEG's creditors in the event of Insolvencysuch trust, as defined in Section 3.1 hereof. The proceeds, dividendsagreement, or distributions committee as the Trustee may deem proper. (n) To execute and deliver any general or specific proxies or powers of cash value paid attorney, with respect or without power of substitution, to such person or persons as the Trustee may deem proper, granting to such persons and authority with relation any life insurance policy property or contract securities at any time held in the Trust shall be Fund as the Trustee may deem proper. (o) To borrow money from any source with or without giving security, and to encumber the Trust Fund by mortgage, deed of trust, pledge, or otherwise. (p) To renew or extend the time of payments of any obligation due or becoming due. (q) To settle, compromise, or submit to arbitration any claims, debts, or damages due to or arising from the Trust Fund; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses and arising from any such action from the Trust Fund, if not paid by the Employer. (r) To employ legal, accounting, clerical, and other assistance, including counsel to the Trust. Employer, as may be required in carrying out the provisions of this Trust Agreement and, pay their reasonable expenses and compensation from the Trust Fund if not paid by the Employer. (s) To do all other acts, although not specifically mentioned herein, as the Trustee shall be under no duty may deem necessary to question carry out any direction of CEG or to review the form of any policies or contracts or the selection of the issuer thereof, or to make suggestions to CEG with respect to the form foregoing powers and purposes of such policies or contracts or to the issuer thereofthis Trust Agreement.

Investment Authority. 5.1 In (a) Subject to such written investment guidelines as may be issued to Trustee from time to time by Visteon and subject further to paragraphs (b) and (c) hereof, Trustee may invest and reinvest Trust assets in property of any kind, provided, however, that in no event may Trustee Trustee, in the exercise of any discretionary investment authority granted to it under this Section 5, invest in securities (including stock or rights to acquire stock) or obligations issued by CEG or BGEVisteon, other than a de minimis amount held in common investment vehicles in which Trustee invests. All Subject to paragraphs (b) and (c) hereof, all rights associated with assets of the Trust assets shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Plan participants participants. (b) Visteon shall have the right, at anytime, and their surviving spousesfrom time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust; provided Trustee shall have no responsibility for determining whether such right has been properly exercised or for any investment losses that CEG may at any timeresult from its exercise. (c) Visteon may, upon delivery of by written notice to Trustee, terminate Trustee's authority over the Trust assets. 5.2 CEG shall submit to Trustee assume investment guidelines which shall be acknowledged by Trustee in writing. The Trust assets shall be held, invested and reinvested by Trustee upon written direction responsibility for any portion or all of CEG and only in accordance with the investment guidelines most recently acknowledged by Trustee. CEG 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 CEG 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 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 CEG, or 2) the investment guidelines as acknowledged by Trustee. 5.3 CEG 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 CEG and shall be entitled deemed to rely on have assumed such direction until revoked in writing by CEG. 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 CEG 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. 5.4 CEG 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 CEG's creditors in the event of Insolvency, as defined in Section 3.1 hereof. The proceeds, dividends, or distributions of cash value paid responsibility with respect to any life shares of Visteon stock, insurance policy policies or contract contracts, or other agreed upon assets held in the Trust shall be paid to the Trust. for which Trustee does not accept investment responsibility), in which event, Trustee shall be under no duty to question any direction of CEG or to review the form of any policies or contracts or the selection of the issuer thereof, or to make suggestions to CEG act with respect to such assets only as directed by Visteon and shall have no investment review responsibility therefor. (d) Trustee shall not make any investment review of, consider the form propriety of such policies holding or contracts selling, or to vote other than as directed by Visteon, any assets of the issuer thereofTrust Fund for which Visteon shall have investment responsibility in accordance with this Section 5, except that if Trustee shall not have received contrary instructions from Visteon, Trustee shall invest for short term purposes any cash in its custody in bonds, notes and other evidences of indebtedness having a maturity date not beyond five years from the date of purchase, United States Treasury bills, commercial paper, bankers' acceptances and certificates of deposit, and undivided interests or participations therein, and participations in regulated investment companies for which the Trustee or its affiliate is the adviser.

Investment Authority. 5.1 In no event (a) Trustee may Trustee invest in securities (including stock or rights to acquire stock) or obligations issued by CEG or BGE, other than a de minimis amount held in common investment vehicles in which Trustee investsCompany. All rights associated with assets of the Trust assets shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Plan participants participants. (b) Except as provided in this subsection (b) and their surviving spouses; provided that CEG may at any timesubsection (c) below, upon delivery the Committee shall provide Trustee with all investment instructions. Trustee shall neither affect nor change investments of written notice to Trustee, terminate Trustee's authority over the Trust assets. 5.2 CEG Fund, except as directed in writing by the Committee, and shall submit have no right, duty or responsibility to recommend investments or investment changes; provided, that 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 CEG and only in accordance with the investment guidelines most recently acknowledged by Trustee. CEG shall direct Trustee to invest or reinvest may (a) deposit cash on hand from time to time in any bank savings account, certificate of deposit, or other instrument creating a deposit liability for a bank, including Trustee's own banking department, if Trustee is a bank, without such prior direction or (b) invest in government securities, bonds with specific ratings, or stock of "Fortune 500" companies, all within broad investment guidelines established by the Committee from time to time. (c) In the event of a "Change in Control", as defined in the Plan (a "Change in Control"), the authority of the Committee to direct investments of the Trust assets (taking into account, among other things, anticipated cash requirements for benefits under Fund shall cease and Trustee shall complete authority to direct investments of the Plans)Trust Fund. The Chief Executive Officer of Company shall notify Trustee in writing when a Change in Control has occurred. Trustee has no duty to inquire whether a Change in Control has occurred and may rely on notification by the Chief Executive Officer of Company of a Change in Control; provided, however, that pending receipt if any officer, former officer, director or former director of investment directions Company or guidelines from CEG any subsidiary (other than the Chief Executive Officer of Company), or pending the acknowledgement by any Participant notifies Trustee of such investment guidelines, the Trust assets that there has been or there may be held a Change in interest bearing cash accounts maintained by Trustee; and providedControl, 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 CEG, or 2) the investment guidelines as acknowledged by Trustee. 5.3 CEG 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 CEG and shall be entitled to rely on such direction until revoked in writing by CEG. 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 CEG satisfy itself as to whether a Change in Control has in fact occurred. Company and its subsidiaries shall indemnify and hold harmless Trustee for any damages or costs (including attorneys' fees) that may be incurred because of reliance on the event Trustee becomes aware of any such acts Chief Executive Officer's notice 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. 5.4 CEG 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 CEG'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 CEG or to review the form of any policies or contracts or the selection of the issuer thereof, or to make suggestions to CEG with respect to the form of such policies or contracts or to the issuer lack thereof.

Investment Authority. 5.1 In no event may Trustee invest in securities (including stock or rights to acquire stock) or obligations issued by CEG Constellation Energy or 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 CEG Constellation Energy may at any time, upon delivery of written notice to Trustee, terminate Trustee's authority over the Trust assets. 5.2 CEG Constellation Energy 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 CEG Constellation Energy and only in accordance with the investment guidelines most recently acknowledged by Trustee. CEG Constellation Energy 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 CEG Constellation Energy 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 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 CEGConstellation Energy, or 2) the investment guidelines as acknowledged by Trustee. 5.3 CEG Constellation Energy 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 CEG Constellation Energy and shall be entitled to rely on such direction until revoked in writing by CEGConstellation Energy. 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 CEG Constellation Energy 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. 5.4 CEG 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 CEG'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 CEG or to review the form of any policies or contracts or the selection of the issuer thereof, or to make suggestions to CEG with respect to the form of such policies or contracts or to the issuer thereof.

Investment Authority. 5.1 In (a) The Trustee shall, upon written instructions received from an investment manager appointed by PWG, hold, dispose, invest and reinvest the assets of Trust I, without distinction between principal and income, in Securities; provided, however, that with respect to the purchase or sale of Mutual Funds, the Trustee shall be authorized to purchase or sell such Mutual Funds at the direction of either the Director of Human Resources of PaineWebber Incorporated or his designee. Notwithstanding the foregoing, in no event may Trustee invest assets of Trust I be invested in securities (including stock or rights PWG Securities except to acquire stock) or obligations issued by CEG or BGE, other than a de minimis amount the extent Common Stock has been deposited in Trust I pursuant to Section 1(a). Common Stock held in common investment vehicles Trust I shall not be sold or otherwise disposed of by the Trustee except as otherwise provided in which Trustee investsthis Section 5(a) and in Section 5(d) and, in connection with any payment to the Executive or the Executive's Beneficiary, shall be distributed to the Executive or the Executive's Beneficiary in kind in the manner contemplated by the applicable Payment Schedule, except to the extent that such Common Stock is withheld for tax purposes in the manner contemplated by Section 2(a) hereof. All Upon the prior approval of the Committee, PWG shall have the right at any time, and from time to time, in its sole discretion, to substitute assets of equal market value for any Common Stock held by Trust I. The right of PWG to substitute assets held in Trust I is exercisable by PWG in a nonfiduciary capacity. (b) Subject to Section 5(a), all rights associated with the assets of Trust assets I shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with Plan participants and their surviving spouses; provided that CEG may at any time, upon delivery of written notice to Trustee, terminate Trusteethe Executive or the Executive's authority over the Trust assetsBeneficiary. 5.2 CEG (c) On and after the Change in Control Notice Date, the Trustee shall submit to Trustee invest the assets of Trust I solely at the direction of one or more independent investment guidelines which shall be acknowledged managers who are unaffiliated with PWG and who are appointed by Trustee PaineWebber and approved in advance by the Executive in writing. The Trust assets shall be held, invested fees and reinvested by Trustee upon written direction of CEG and only in accordance with the investment guidelines most recently acknowledged by Trustee. CEG 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 CEG or pending the acknowledgement by Trustee expenses of such investment guidelines, managers shall be paid by PWG and not from the assets of Trust assets may be I. (d) The Trustee shall have the absolute discretion to vote or abstain from 8 voting the Common Stock with respect to any matters brought before shareholders. The Committee shall direct the Trustee with respect to the tendering of the Common Stock held in interest bearing cash accounts maintained by Trustee; Trust I. (e) When the Trustee delivers Securities against payment, delivery of the property and providedreceipt of payment may not be simultaneous. Trust I shall bear the risk of nonreceipt of payment, however, that and the Trustee shall not be liable for any failure to maximize the income earned on the Trust assetshave no liability therefor, or for any loss suffered by the Trust, as unless such nonreceipt of payment is a result of the Trustee's (or its investment officers', directors', employees', nominees' or reinvestment agents') gross negligence or willful misconduct. All credits to Trust I of the anticipated proceeds of sales and redemptions of Securities shall be conditional upon receipt by the Trustee of final payment and may be reversed to the extent final payment is not received. At the discretion of the Trustee, Trust assets I may make use of such conditional credits. To the extent such credits do not become unconditional by receipt of final payment, Trust I shall reimburse the Trustee upon demand for the amount of such conditional credits so used. When the Trustee is to receive Securities, it is authorized to accept documents in accordance with 1) directions received by lieu of such Securities as long as such documents contain the agreement of the issuer thereof to hold such Securities subject to the Trustee's sole order. The Trustee from CEG, or 2) the investment guidelines as acknowledged by Trustee. 5.3 CEG may, in its sole discretion, appoint advance funds to Trust I to facilitate the settlement of any trade. In the event of such an investment manager or managers advance, Trust I shall immediately reimburse the Trustee for the amount thereof, together with interest at the rate then charged by the Trustee to manage similar accounts for similar advances. (including f) When disposing of assets held in Trust I, nothing shall prevent the power to acquire and dispose of) any Trust assets. Trustee may rely on Trustee, upon the direction of the Administrator, from selling such investment manager upon receipt of written direction from CEG and shall be entitled assets to rely on such direction until revoked in writing by CEG. Trustee shall not be liable the Executive or the Executive's Beneficiary 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 CEG 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. 5.4 CEG reserves the right to transfer to the Trust in satisfaction of the contribution requirements as amount 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 CEG'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 CEG or to review the form of any policies or contracts or the selection of the issuer thereof, or to make suggestions to CEG with respect to the form of such policies or contracts or to the issuer thereofI accounting.

Investment Authority. 5.1 (a) In no event may Trustee the Trust invest in securities (including stock or rights to acquire stock) or obligations issued by CEG or BGEPWG Securities, other than (i) a de minimis amount held in common investment vehicles in which the Trustee investsinvests or (ii) shares of a Mutual Fund managed by an affiliate of PaineWebber. All Prior to the Change in Control Notice Date, in accordance with Section 5(b), all rights associated with assets of the Trust assets shall be exercised by Trusteethe Trustee at the direction of an Investment Manager or other person designated by PaineWebber for this purpose, and (except as otherwise contemplated by Section 5(c)) shall in no event be exercisable by or rest with Plan participants and their surviving spouses; provided that CEG may at any time, upon delivery of written notice to Trustee, terminate Trustee's authority over the Trust assetsBeneficiaries. The Trustee shall invest and reinvest the principal and income of the Trust Fund and keep the Trust Fund invested, without distinction between principal and income, in accordance with this Section 5. 5.2 CEG (b) Subject to Section 5(f), the Trustee shall submit to Trustee investment guidelines which shall be acknowledged invest the assets of the Trust either in the manner directed by Trustee in writing. The Trust assets shall be held, invested and reinvested by Trustee upon written direction of CEG and only PaineWebber or in accordance with the investment guidelines most recently acknowledged direction of an Investment Manager or Investment Managers selected by TrusteePaineWebber. CEG 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 CEG or pending the acknowledgement If more than one Investment Manager is designated by Trustee of such investment guidelinesPaineWebber, the Trust assets may be held in interest bearing cash accounts maintained by Trustee; and provided, however, that Trustee shall not be liable for any failure to maximize apportion the income earned on the Trust assets, or for any loss suffered by the Trust, as a result of its investment or reinvestment assets of the Trust into a separate sub-account for each such Investment Manager and shall invest the assets of the sub-account in accordance with 1) directions received by Trustee from CEG, or 2) the investment guidelines as acknowledged by Trustee. 5.3 CEG may, in its sole discretion, appoint an investment manager or managers to manage (including directions of the power to acquire and dispose of) any Trust assetsInvestment Manager for that sub-account. The Trustee may rely on direction of such investment manager upon receipt of written direction from CEG and shall be entitled to rely on such direction until revoked in writing by CEG. 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 collect any money or examine other assets from PaineWebber but shall merely hold the acts or omissions of any such investment manager. Trustee shall have the duty to inform CEG 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. 5.4 CEG 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 as conveyed to the claims Trustee by PaineWebber. If no timely investment directions are delivered to the Trustee by PaineWebber or an Investment Manager designated by PaineWebber or by a Participant or Investment Manager designated by a Participant in accordance with Section 5(c), the assets of CEG'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 invested by the Trustee in one or more money market funds provided by the Trustee for this purpose so as to provide for the daily accrual of interest. (c) If a Participant elects a variable annuity option under the Plan, the Trustee shall, if directed by the Plan Administrator, allocate a portion of the assets of the Trust to a separate sub-account to be invested in the manner directed by an Investment Manager retained by the Participant for this purpose. The assets of the Trust Account initially allocated to the Trustsub-account shall be in cash or cash equivalents and shall have a value on the date of allocation determined in accordance with Section 12 of the Plan. On each Adjustment Date following the establishment of the sub-account, the Trustee shall allocate such additional amounts in cash or cash equivalents to the sub-account as may be directed by the Plan Administrator in accordance with Section 12 of the Plan. The Trustee shall pay benefits to the Participant (or Beneficiary thereof) for whom the sub-account is established under this Section 5(c) only from the assets of the sub-account during the period for which the sub-account is maintained for such Participant hereunder. The Trustee shall be under no duty or obligation to question any direction of CEG verify that a Participant has elected a variable annuity or to review determine the amount of assets to be allocated to the sub-account described in this Section 5(c). (d) The Trustee shall not follow the investment instructions received by an Investment Manager retained by a Participant in accordance with Section 5(c) if the Trustee reasonably determines that such investment instructions would require the investment of assets in securities of PWG or any of its Subsidiaries or affiliates (other than a Mutual Fund managed by an affiliate of PaineWebber). (e) If directed by the Plan Administrator, the Trustee shall, at the time that a Trust Beneficiary is first entitled to payments in the form of any policies an annuity (other than a variable annuity), purchase a commercial annuity contract or contracts policy from an insurance company designated by the Plan Administrator with a minimum rating of AA by Standard & Poor's Corporation or the selection equivalent by another nationally recognized rating agency. The annuity contract or policy shall be owned by the Trustee and the Trustee shall be entitled to all annuity and other payments therefrom, but the life or lives for measuring the period of payments shall be specified to the Trustee by the Plan Administrator or by the Actuary at the direction of the Plan Administrator. If the annuity contract is not sufficient for any reason to satisfy all obligations under the Plan to the Trust Beneficiaries in respect of whom such contract was purchased, the remaining obligations to such Trust Beneficiaries shall be paid from the assets of the Trust, to the extent not otherwise paid by PaineWebber. (f) On or after the Change in Control Notice Date, (i) the assets of the Trust (other than a portion of the assets allocated to a separate sub-account in the manner contemplated by Section 5(c)) shall be invested solely at the direction of the Trustee or one of its affiliates in a diversified portfolio of fixed income assets designed to achieve a reasonable rate of return with minimal risk to principal; and (ii) the Trustee or one of its affiliates shall purchase, at the time that a Trust Beneficiary is first entitled to payments in the form of an annuity (other than a variable annuity), an annuity in the manner contemplated by Section 5(e) without regard to any investment direction from the Plan Administrator. (g) When the Trustee delivers Securities against payment, delivery of the property and receipt of payment may not be simultaneous. The risk of non-receipt of payment shall be the Trust's, and the Trustee shall have no liability therefor, unless such non-receipt of payment is a result of the Trustee's (or its officers', directors', employees', nominees' or agents') gross negligence or willful misconduct. All credits to the Trust of the anticipated proceeds of sales and redemptions of Securities shall be conditional upon receipt by the Trustee of final payment and may be reversed to the extent final payment is not received. At the discretion of the Trustee, the Trust may make use of such conditional credits. To the extent such credits do not become unconditional by receipt of final payment, the Trust shall reimburse the Trustee upon demand for the amount of such conditional credits so used. When the Trustee is to receive Securities, it is authorized to accept documents in lieu of such Securities as long as such documents contain the agreement of the issuer thereof to hold such Securities subject to the Trustee's sole order. The Trustee may, in its discretion, advance funds to the Trust to facilitate the settlement of any trade. In the event of such an advance, the Trust shall immediately reimburse the Trustee for the amount thereof, or together with interest at the rate then charged by the Trustee to make suggestions to CEG with respect to the form of such policies or contracts or to the issuer thereofsimilar accounts for similar advances.

Investment Authority. 5.1 In (a) Subject to such written investment guidelines as may be issued to Trustee from time to time by Visteon and subject further to paragraphs (b) and (c) hereof, Trustee may invest and reinvest Trust assets in property of any kind, provided, however, that in no event may Trustee Trustee, in the exercise of any discretionary investment authority granted to it under this Section 5, invest in securities (including stock or rights to acquire stock) or obligations issued by CEG or BGEVisteon, other than a de minimis amount held in common investment vehicles in which Trustee invests. All Subject to paragraphs (b) and (c) hereof, all rights associated with assets of the Trust assets shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Plan participants participants. (b) Visteon shall have the right, at anytime, and their surviving spousesfrom time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust; provided Trustee shall have no responsibility for determining whether such right has been properly exercised or for any investment losses that CEG may at any timeresult from its exercise. (c) Visteon may, upon delivery of by written notice to Trustee, terminate Trustee's authority over the Trust assets. 5.2 CEG shall submit to Trustee assume investment guidelines which shall be acknowledged by Trustee in writing. The Trust assets shall be held, invested and reinvested by Trustee upon written direction responsibility for any portion or all of CEG and only in accordance with the investment guidelines most recently acknowledged by Trustee. CEG 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 CEG 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 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 CEG, or 2) the investment guidelines as acknowledged by Trustee. 5.3 CEG 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 CEG and shall be entitled deemed to rely on have assumed such direction until revoked in writing by CEG. 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 CEG 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. 5.4 CEG 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 CEG's creditors in the event of Insolvency, as defined in Section 3.1 hereof. The proceeds, dividends, or distributions of cash value paid responsibility with respect to any life shares of Visteon stock, insurance policy policies or contract contracts, or other agreed upon assets held in the Trust shall be paid to the Trust. for which Trustee does not accept investment responsibility), in which event, Trustee shall be under no duty to question any direction of CEG or to review the form of any policies or contracts or the selection of the issuer thereof, or to make suggestions to CEG act with respect to such assets only as directed by Visteon and shall have no investment review responsibility therefor. (d) Trustee shall not make any investment review of, consider the form propriety of such policies holding or contracts selling, or to vote other than as directed by Visteon, any assets of the issuer thereofTrust Fund for which Visteon shall have investment responsibility in accordance with this Section 5, except that if Trustee shall not have received contrary instructions from Visteon, Trustee shall invest for short term purposes any cash in its custody in bonds, notes and other evidences of indebtedness having a maturity date not beyond five years from the date of purchase, United States Treasury bills, commercial paper, bankers’ acceptances and certificates of deposit, and undivided interests or participations therein, and participations in regulated investment companies for which the Trustee or its affiliate is the adviser.

Investment Authority. 5.1 (a) Except as provided in subsection (b) below, the MLP shall provide the Trustee with all investment instructions. As provided for in the Deferral Plan, the MLP shall establish two (2) investment accounts: the Fixed Income Rate and the Equity Investment Fund Rate. The Trustee shall neither affect nor change investments of Trust assets, except as directed in writing by the MLP, and shall have no right, duty or responsibility to recommend investment or investment changes; provided, that the Trustee may deposit cash on hand from time to time in any account in its own banking department without prior directions. (b) In no the event of a Change in Control, the authority of the MLP to direct investments of the Trust shall cease and the Trustee shall have complete authority to direct investments. (c) The Trustee acting hereunder, except to the extent reserved to the MLP under subsection (a) hereof, shall be permitted to exercise the following powers hereinafter set forth, all of which are intended to be in addition to and not in limitation of the powers conferred by the State of New York or other applicable law, (except as modified herein) and all of which may Trustee invest in securities be exercised as a matter of sole and nonreviewable discretion without the permission or order of any court: (including stock or rights to acquire stock1) or obligations issued by CEG or BGE, other than a de minimis amount held in common investment vehicles in which Trustee invests. All rights associated with assets of the Trust assets shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with Deferral Plan participants participants; (2) To retain any investment and their surviving spouses; provided that CEG property which may at any timebe received by it for such length of time as to them may seem proper, upon delivery of written notice to Trustee, terminate Trustee's authority over the Trust assets. 5.2 CEG shall submit to Trustee investment guidelines which shall be acknowledged without liability by Trustee in writing. The Trust assets shall be held, invested and reinvested by Trustee upon written direction of CEG and only in accordance with the investment guidelines most recently acknowledged by Trustee. CEG 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 CEG or pending the acknowledgement by Trustee reason of such investment guidelinesretention; (3) To make such investments and reinvestment of principal and accumulated income as it may consider proper, the Trust assets without limitation to what are known as legal or trust investments. Any such investments may be held in bearer form, or in the name of the Trustee, or in the name of a nominee or nominees; (4) To retain cash or the proceeds from the sale of any assets until such time or times as it receives direction from the MLP regarding the appropriate investments of such funds; (5) To hold uninvested cash awaiting investment or distribution, and such additional cash balances as it shall deem reasonable or necessary, without incurring any liability for the payment of interest bearing cash accounts maintained thereon, notwithstanding the Trustee's receipt of "float" from such uninvested cash; (6) With respect to any securities forming part of the trust created hereunder: to exercise all voting rights, either in person or by Trusteeproxy; to exercise conversion, subscription, option and similar rights; to enter or refuse to enter into any dissolution, liquidation, consolidation, recapitalization, reorganization, merger or other change in capital structure, and in connection therewith, to make exchanges of securities and to enter into agreements on such terms and conditions as it may deem advisable; and providedto enter into voting trusts and agreements with other stockholders, howeverand other holders of securities, and the corporations which shall have issued such stock or securities, any one or more of such persons, for such purposes and for such period of time (whether or not the same extends beyond the actual or probable duration of the trusts created hereunder), and upon such terms and conditions as it shall deem advisable; (7) To enter into any lease or leases, without application to any court of any or all real or personal property held hereunder, for such period (whether or not the same expires prior to or extends beyond the actual or probable duration of the trusts created hereunder), and upon such terms and conditions as it shall deem advisable; (8) To borrow money or property, either upon the security of any or all of the assets of the trusts created hereunder, or without security or otherwise, upon such terms and conditions and for such purposes in connection with the administration of the trusts as it shall deem proper; to borrow money or issue a guaranty for any loan which benefits the participants in the Deferral Plan or an entity in which the participants in the Deferral Plan have an interest, and to issue a security interest as security for such loan or guaranty; (9) To grant, bargain, sell, exchange, mortgage, grant options to buy, or otherwise dispose of any or all personal property, at any time held hereunder, either at public or private sale, for cash or on credit, or partly for cash and partly on credit, upon such terms and conditions, in such manner and for such purposes, and either in whole or in part, as it may deem proper; and to make, execute, acknowledge and deliver good and sufficient instruments for that purpose. No purchaser, upon any sale or other disposition, shall be bound to see to the application of the moneys or property arising therefrom or to inquire into the validity, expediency or propriety of any such sale or disposition; (10) To adjust, compromise or arbitrate claims or demands of, or against, the trust created hereunder, whether such claims are due or shall become due in the future, including without limitation any overpayment or refund claim, or any deficiency, additional assessment or other liability, relating to any Federal, state, county, municipal or other tax, irrespective of the nature thereof; (11) In any case where the applicable law is unclear or uncertain, to allocate to income or to principal, or to apportion between income and principal, receipts, disbursements, depletion and depreciation in such manner as it shall deem proper; (12) To execute and deliver all documents, contracts, and instruments necessary or advisable in connection with the administration of the trusts created hereunder; (13) To invest in any investment company for which the Trustee or any affiliate of the Trustee receives a fee for investment advisory, custodial services or other services the Trustee is permitted to perform for said investment company and which said fee is in addition to the fees payable hereunder; and (14) Subject to the provisions of Section 4(b), notwithstanding anything in this Section to the contrary, the MLP reserves the authority to direct the Trustee as to the investment of all or any part of the assets held in the Trust, the Trustee shall not be liable for have any failure obligation to maximize investigate the income earned on the Trust assets, or for prudence of 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 CEG, or 2) the investment guidelines as acknowledged by Trustee. 5.3 CEG 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 CEG investments and shall be entitled to rely on such direction until revoked in writing indemnified and held harmless by CEG. Trustee shall not be liable the MLP for the acts or omissions of such investment manager or managers, unless Trustee participates knowingly in, or knowingly undertakes to conceal, an any act or omission of failure to act made pursuant to 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 CEG 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 managerdirection. 5.4 CEG 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 CEG'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 CEG or to review the form of any policies or contracts or the selection of the issuer thereof, or to make suggestions to CEG with respect to the form of such policies or contracts or to the issuer thereof.

Investment Authority. 5.1 In no event (a) ATC may appoint an individual or organization to invest and reinvest assets of the Trust (an "Investment Manager"). ATC shall notify the Trustee invest in securities (including stock or rights to acquire stock) or obligations issued by CEG or BGE, other than a de minimis amount held in common investment vehicles in which Trustee invests. All rights associated with of the appointment of any Investment Manager and identify the Trust assets allocated to such Investment Manager for purposes of investment and reinvestment. The terms and conditions of appointment, authority and retention shall be exercised by Trusteethe sole responsibility of ATC. ATC shall cause each Investment Manager to furnish the Trustee with the names and signatures of those persons authorized to direct the Trustee on its behalf. The Trustee shall have the right to assume, and shall in no event be exercisable by or rest with Plan participants and their surviving spouses; provided that CEG may at any time, upon delivery the absence of written notice to Trusteethe contrary, terminate Trustee's that no event constituting a change in the authority over of any such person has occurred. ATC may also direct the Trustee to divide the assets of the Trust assetsinto separate parts for investment purposes and shall have the power, from time to time, to modify or terminate any existing investment arrangement as it shall deem appropriate. 5.2 CEG shall submit to Trustee investment guidelines which (b) The Trust shall be acknowledged by Trustee in writing. The Trust assets shall be held, invested and reinvested by Trustee upon written direction without distinction between income and principal. ATC may allocate and reallocate investment responsibility with respect to any assets of CEG the Trust among ATC, any Investment Manager and only in accordance with the investment guidelines most recently acknowledged by Trustee. CEG Any such allocations shall direct be made by ATC in a written instrument delivered to the Trustee to invest or reinvest from time to time the Trust assets (taking into accountand, among other things, anticipated cash requirements for benefits under the Plans); provided, however, that pending receipt of investment directions or guidelines from CEG or pending the acknowledgement by Trustee of such investment guidelinesif appropriate, the Trust assets may be held affected Investment Manager and shall continue in interest bearing cash accounts maintained force and effect until revoked by ATC in a writing delivered to the Trustee; . Any Investment Manager acting hereunder shall have sole authority and providedresponsibility for the management, 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 and reinvestment of the Trust assets in accordance with 1) directions received by Trustee from CEG, or 2) the investment guidelines as acknowledged by Trustee. 5.3 CEG may, in its sole discretion, appoint an investment manager or managers allocated to manage (including the power to acquire and dispose of) any Trust assetssuch Investment Manager. Trustee may rely on direction of such investment manager upon receipt of written direction from CEG and shall be entitled to rely on such direction until revoked in writing by CEG. 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 CEG 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. 5.4 CEG 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 The portion of the Trust assets. Any such policy over which ATC or contract an Investment Manager shall be have investment responsibility is hereinafter referred to as a Trust asset subject to the claims of CEG's creditors in the event of Insolvency, as defined in Section 3.1 hereof. "Directed Fund." 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 or obligation to review or to question any direction of CEG ATC or an Investment Manager, or to review securities or any other property held in any Directed Fund with respect to prudence or proper diversification or compliance with any limitation on the form Investment Manager's authority under the terms of any policies agreement entered into between ATC and the Investment Manager or contracts or the selection of the issuer thereofimposed by applicable law, or to make any suggestions or recommendations to CEG ATC or an Investment Manager with respect to the form retention or investment of such policies or contracts any assets of any Directed Fund, and shall have no authority to take any action or to the issuer thereof.refrain from taking any action with

Investment Authority. 5.1 In (a) Except as provided below, the Subsidiaries and/or the Subsidiary Administrator shall have all power and responsibility for the management and investment of cash Trust assets, and the Trustee shall comply with proper written directions of the Subsidiaries and/or the Subsidiary Administrator concerning the cash Trust assets. The Subsidiaries and/or the Subsidiary Administrator will not issue directions in violation of the terms of this Trust Agreement. Except as provided in this Trust Agreement, the Trustee shall have no event duty or responsibility to review, initiate action, or make recommendations regarding the cash Trust assets and shall retain such assets until directed in writing by the Subsidiaries and/or the Subsidiary Administrator use them to subscribe for or acquire Shares from the Company and convert them into ADS. (b) The Subsidiaries and/or the Subsidiary Administrator may appoint an investment manager to direct, control or manage the investment of all or a portion of the cash Trust assets. The Subsidiaries and/or the Subsidiary Administrator shall notify the Trustee in writing of the appointment of each investment manager and the portion of the cash Trust assets subject to the investment manager’s direction. If the foregoing conditions are met, the investment manager shall have the power to manage such portion of the cash Trust assets and the Trustee shall not be liable for the acts or omissions of the investment manager or be under an obligation to invest in securities or otherwise manage the portion of the cash Trust assets that is subject to the direction of such investment manager. (including stock or rights c) Subject to acquire stock) or obligations issued the foregoing provisions of this Section 7, Trustee shall have, without exclusion, all powers conferred on Trustee by CEG or BGEapplicable law, other than a de minimis amount held in common investment vehicles in which Trustee invests. All unless expressly provided otherwise herein, and all rights associated with assets of the Trust assets shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Plan participants and their surviving spouses; provided that CEG may at any timeParticipants. Subject to the foregoing provisions of this Section 7, upon delivery of written notice to Trustee, terminate Trustee's authority over the Trust assets. 5.2 CEG 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 CEG and only in accordance with the investment guidelines most recently acknowledged by Trustee. CEG 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 CEG 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 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 CEG, or 2) the investment guidelines as acknowledged by Trustee. 5.3 CEG 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 CEG and shall be entitled to rely on such direction until revoked in writing by CEG. 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 CEG in the event Trustee becomes aware of any such acts or omissions. Trustee shall not be under an obligation full power and authority to invest and reinvest the cash Trust funds in any investment permitted by law that provide sufficient liquidity for the Trustee to make required subscriptions or otherwise manage Trust assets which are subject to acquisitions hereunder, under the management of the investment manager. 5.4 CEG reserves the right to transfer to the Trust in satisfaction of the contribution requirements as standards set forth in Section 1.5 hereof10(a) including, life insurancewithout limiting the generality of the foregoing, annuity policies the power: (i) To deposit or contracts on invest all or for any part of 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 assets of the Trust assets. Any Fund in savings accounts or certificates of deposit or other deposits that bear a reasonable interest rate in a bank, including the commercial department of Trustee, if such policy bank is supervised by the United States or contract any state of the United States; (ii) To hold in cash, without liability for interest, such portion of the Trust Fund that, in its discretion, shall be a reasonable under the circumstances, pending investments, or payment of expenses, or the distribution of benefits; (iii) To cause title to property of the Trust asset subject to the claims of CEG's creditors be issued, held or registered in the event individual name of InsolvencyTrustee, or in the name of its nominee(s) or agent(s), or in such form that title will pass by delivery; (iv) To exercise all of the further rights, powers, options and privileges granted, provided for, or vested in trustees generally under the laws of the State of California; so that the powers conferred upon Trustee herein shall not be in limitation of any authority conferred by law, but shall be in addition thereto; (v) To use securities depositories or custodians and to allow such securities as may be held by a depository or custodian to be registered in the name of such depository or its nominee or in the name of such custodian or its nominee; (vi) To do all other acts necessary or desirable for the proper administration of the Trust Fund, 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 if Trustee were the Trust shall be paid to the Trust. Trustee shall be under no duty to question any direction of CEG or to review the form of any policies or contracts or the selection of the issuer thereof, or to make suggestions to CEG with respect to the form of such policies or contracts or to the issuer absolute owner thereof.

Investment Authority. 5.1 (a) Company may direct Trustee in writing to segregate all or any portion of the Trust Fund into one or more separate accounts to be managed by Company or an investment manager appointed by Company (each a “Separate Account”). In addition, Company may direct Trustee in writing to open one or more separate accounts to be managed by Trustee, with Trustee’s written consent (each a “Trustee Investment Account”). Each Trustee Investment Account and any Separate Account shall be established by Trustee at the direction of Company, and Company shall direct Trustee with respect to any transfer of assets between a Trustee Investment Account and a Separate Account or among the Separate Accounts, provided that no asset shall be allocated or transferred to a Trustee Investment Account without Trustee’s written consent. Company or an investment manager shall have investment responsibility for any assets of the Trust Fund not otherwise allocated to a Separate Account or a Trustee Investment Account, and such assets shall be deemed a Separate Account for which the Company or an investment manager has investment responsibility pursuant to this Section 5. (b) With respect to each Separate Account, Company may appoint or remove an investment manager. Company shall have investment responsibility for assets held in any Separate Account for which an investment manager has not been retained, has been removed, or is for any reason unwilling or unable to act. Trustee shall have no investment responsibility for any assets allocated to a Separate Account, and shall act with respect thereto as directed by the investment manager or Company, as applicable. Trustee shall not make any investment review of, or consider the propriety of holding or selling, or vote any assets held in a Separate Account; provided, however, that if Trustee shall not have received contrary instructions from Company or an applicable investment manager, Trustee shall invest for short term purposes any cash in a Separate Account in bonds, notes and other evidences of indebtedness having a maturity date not beyond five years from the date of purchase, United States Treasury bills, commercial paper, bankers’ acceptances and certificates of deposit, and undivided interests or participations therein, and participations in regulated investment companies for which Trustee or its affiliate is the adviser (c) Subject to such written investment guidelines as shall be issued to Trustee from time to time by Company (“Investment Guidelines”), and its general duties described in Section 8, Trustee shall have investment responsibility for any assets of the Trust Fund allocated to a Trustee Investment Account. With respect to each Trustee Investment Account, Trustee may delegate all or any powers of management, control, and disposition for all or any portion of the assets held in such Trustee Investment Account. Subject to the applicable Investment Guidelines, Trustee or its delegee (as applicable) may invest and reinvest Trust Investment Account assets in property of any kind; provided, however, that in no event may Trustee or its delegee (as applicable), in the exercise of any discretionary investment authority granted to it under this Section 5, invest in securities (including stock or rights to acquire stock) or obligations issued by CEG or BGECompany, other than a de minimis amount held in common investment vehicles in which Trustee invests. All rights associated with assets of the Trust assets shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Plan participants and their surviving spouses; provided that CEG may at any time, upon delivery of written notice to Trustee, terminate Trustee's authority over the Trust assetsparticipants. 5.2 CEG shall submit to (d) The Trustee investment guidelines which shall be acknowledged by Trustee in writing. The Trust assets shall be heldis authorized, invested and reinvested by Trustee upon written direction of CEG and only in accordance with the investment guidelines most recently acknowledged by Trustee. CEG 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 CEG 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 provided, however, that Trustee but shall not be liable for any failure obligated, to maximize credit the income earned applicable Separate Account provisionally on the Trust assetspayable date with interest, dividends, distributions, redemptions or for any loss suffered other amounts due; otherwise, such amounts will be credited to the Separate Account on the date such amounts are actually received by the TrustTrustee and reconciled to the Separate Account. In cases where the Trustee has credited the applicable Separate Account with such amount prior to actual collection and reconciliation, the Trustee may reverse such credit as a result of its investment or reinvestment of the Trust assets payable date if and to the extent that it does not receive such amounts in accordance with 1) directions received by the ordinary course of business. The Trustee from CEGis also authorized, or 2) but shall not be obligated, to advance its own funds to complete transactions in cases where adequate funds may not otherwise be available to the investment guidelines as acknowledged by Trustee. 5.3 CEG may, in its sole discretion, appoint an investment manager or managers to manage (including the power to acquire and dispose of) any Trust assetsapplicable Separate Account. The Trustee may rely on direction of such investment manager upon receipt of written direction from CEG and shall be entitled to rely recover on demand such direction until revoked provisional credit or advancement of funds plus its fee, applicable from time to time, incurred in writing by CEGconnection with such provisional credit or advancement. (e) Any decision to effect a provisional credit or an advancement of the Trustee’s own funds to a Separate Account pursuant to this agreement will be an accommodation granted entirely at the Trustee’s option and in light of the particular circumstances, which circumstances may involve conditions in different countries, markets and classes of assets at different times. 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 CEG 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 All amounts thus due to the management of the investment manager. 5.4 CEG 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 CEG's creditors in the event of Insolvency, as defined in Section 3.1 hereof. The proceeds, dividends, or distributions of cash value paid under this agreement with respect to any life insurance policy a provisional credit or contract held in advancement of the Trust Trustee’s own funds to the Separate Account shall be paid to by the Trust. Trustee shall be under no duty to question any direction of CEG or to review from the form of any policies or contracts or Trust Fund unless otherwise paid by the selection of the issuer thereof, or to make suggestions to CEG with respect to the form of such policies or contracts or to the issuer thereofCompany on a timely basis.

Investment Authority. 5.1 In no event may Trustee invest (a) Except as provided in securities paragraph (including stock or rights to acquire stockb) or obligations in any investment guidelines issued by CEG Company, Trustee may invest and reinvest Trust assets without distinction between principal and income, in obligations of the United States Government and/or in other classifications of investment such as bonds, notes, debentures, mortgages, equipment trusts, investment trusts, or BGEvoting trust certificates, preferred or common stock (which term shall include shares of investment companies registered under the Investment Company Act of 1940), common or commingled trust funds established pursuant to a declaration of trust, the provisions of which are hereby incorporated and made a part hereof, or other securities or property of any kind, real or personal, either within or without the State of Illinois without limitation by reason of any state statute or local rule of law regarding investment of trust funds, except that the Trustee shall not invest any Trust assets in any securities issued by Company other than a de minimis amount held in common investment vehicles in which Trustee invests. All rights associated with invests nor in any real or personal property leased to Company. (b) Company shall have the right to appoint and remove an investment manager (as defined in Section 3(38) of ERISA) from time to time and to direct the segregation of any part or all of the Trust assets into one or more accounts, to be known as "investment manager accounts". Written notice of any such appointment or removal shall be exercised by Trustee, and shall in no event be exercisable by or rest with Plan participants and their surviving spouses; provided that CEG may at any time, upon delivery of written notice to Trustee, terminate Trustee's authority over the Trust assets. 5.2 CEG shall submit given 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 CEG and only in accordance with the investment guidelines most recently acknowledged by Trusteemanager so appointed or removed. CEG As long as the investment manager is acting, such investment manager shall direct Trustee to invest and Trustee shall invest the assets of the investment manager account in any investment or reinvest class of investment allowed pursuant to Section 5(a) above. The investment manager shall have full authority and the responsibility to direct Trustee with respect to the acquisition, retention, management, and disposition of all of the assets from time to time comprising the investment manager account being managed by such investment manager and the voting of proxies thereon, and Trustee shall have no duty or obligation to review the assets from time to time comprising such investment manager account, to make recommendations with respect to the investment, reinvestment, or retention thereof, nor with respect to the voting of proxies thereon, nor to determine whether any direction from such investment manager is proper or within the terms of this Agreement. Notwithstanding the foregoing provisions, Trustee, without further prior approval of Company or direction from the investment manager, shall have the power, right and authority to invest cash balances held by it from time to time as part of an investment manager account and, further, Trustee is hereby directed by Company to exercise this power, right and authority by investing such cash balances in short-term cash equivalents having ready marketability, including, specifically, appropriate funds of the Xxxxxx Insight Funds or Xxxxxx Personal Investment Funds, in addition to United States treasury bills, commercial paper, and similar types of securities, and Trustee without prior approval or direction shall have the power, right and authority to sell such short-term investments as may be necessary to carry out the instructions of the investment manager with respect to investing the investment manager account. Trustee shall have no liability or responsibility to Company or any beneficiary of 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 CEG 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 provided, however, that Trustee shall not be liable for any failure to maximize the income earned acting without question on the Trust assetsdirection of, or for any loss suffered by failure to act in the Trust, as a result absence of its investment or reinvestment of the Trust assets in accordance with 1) directions received by Trustee from CEG, or 2) the investment guidelines as acknowledged by Trustee. 5.3 CEG maymanager for any investment manager account previously established, and the appointment of any investment manager for that account shall continue in its sole discretionforce until receipt of written notice to the contrary from Company. In addition, appoint Trustee shall have no responsibility to invest or manage any asset held in an investment manager or managers to manage account (including except for the power to acquire and dispose ofinvestment of cash balances as provided above) any Trust assets. until Trustee may rely on direction of such investment manager upon receipt of written direction from CEG and shall be entitled to rely on such direction until revoked is (1) notified by Company in writing by CEG. Trustee shall not be liable for of the acts or omissions termination 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 authority over the assets of such account and (2) directed in writing to review, inquire into or examine terminate the acts or omissions investment manager account and to transfer the assets of any such investment manager. Trustee shall have the duty account to inform CEG in the event Trustee becomes aware of any such acts or omissions. Trustee shall not be under an obligation to invest or otherwise manage general Trust assets which are subject to the management of the investment manager. 5.4 CEG 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 CEG'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 CEG or to review the form of any policies or contracts or the selection of the issuer thereof, or to make suggestions to CEG with respect to the form of such policies or contracts or to the issuer thereofanother investment manager account.