ML20073P617

Forwards Amended & Restated Nuclear Decommissioning Trust Agreement Between Old Dominion Electric Cooperative & Bankers Trust Co

ML20073P617
Person / Time
Site:	North Anna
Issue date:	05/14/1991
From:	Walker M VIRGINIA POWER (VIRGINIA ELECTRIC & POWER CO.)
To:	Woo R NRC OFFICE OF NUCLEAR REGULATORY RESEARCH (RES)
References
NUDOCS 9105220139
Download: ML20073P617 (34)

Text

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tshfheilha Old Dominion EkoricOqxr.itiw May 14,1991 Mr. Robert Wood Office of Nuclear Regulatory Research U.S. Nuclear Regulatory Commission Washington, DC 20555 Re:

Financial Assurance for Decommissioning lOld Dominion Electric Cooperative Nuclear Decommissioning Trust

Dear Bob:

Pursuant to the requirements of 10 C.F.R. {50.33(k), Old Dominion Electric Cooperative (ODEC) filed its Certification that a decommissioning reserve fund was established for its ownership interest in the North Anna Nuclear Power Station. Enclosed with that Certification was the Old Domi' on Electric Cooperative Nuclear Decommissioning Trust (Trust).

On March 1,1991, ODEC entered into an amended and restated Trust.

The.ust was revised to comply with the Final Regulatory Guido " Assuring the Availability of Funds for Decommissioning Nuclear Reactors" issued by the Nuclear Management and Resources Council. Enclosed is the amended and restated Trust.

Please call me if you have any questions.

Cordially, O

Daniel M. Walker DhnVicaillDI 0117 Enclosure cc:

Mr. John P. Edwards Kevin T. Williams, Esquire Stephanie L. llamlett, Esquire innshrmk Corporate Center 4201 Dommion lioulevard Glen Allen. Virginia 23(K50 Telephone. 80-U 74'.o$o~i FAmsov e na 9105220139 910514 i

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f, NUCLEAR DECOMMISSIONING TRUST AGREEMENT i

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BETWEEN l

OLD DOMINION ELECTRIC COOPERATIVE h

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1 BANKERS TRUST COMPANY t

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I Effective March 1, 1991.

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TABLE OF CONTENTS Page SectJoD ARTICLI I - TITLE-PURPOSE-POLICY-EFFECT 2

1.1 Nabe 3

1.2 De finitions 8

1.3 Master custodian Agreement ARTICLE II - ESTABLISHMENT OF TRUST 8

2.1 Furpose 8

2.2 Construction 8

2.3 Separate Trust 8

2.4 Domestic Trust 8

2.5 Contributions 9

2.6 V4104tions 9

2.7 other Records and Returns 10 2.8 Grantor Trust ARTICLE III - ADMINISTR)/ TION OF FUNDS 3.1 Digbursement of Assets 10 3.2 Excess Funds 10 3.3 Transfer of CVnership 10 3.4 Reliance on company 11 3.5 Duty to Enforce Claims 11 ARCCLE IV - MANAGEMENT OF ASSETS 12 4.1 Asset Managers

'In estment Discretion 12 v

4.2 4.3 Lisitations on Investment and Other Discretion 12 Re ponsibility f or Diversification 12 s

4.4 This Table of Contents is for the convenience of the parties only and is not a part of the attached Agreement.

(i)

Section Page ARTICLE V - RESPONSIBILITY FOR DIRECTED FUNDS 5.1 Responsibility for Selection of Agents 13 5.2 Trustee Not Responsible for Investments in Directed Funds 13 5.3 Investment Vehicles 14 5.4 Reliance on Asset Manager 14 5.5 -Merger of Tunds 14 5.6 Restrictions on Transfer 15 ARTICLE VI - POWERS AND DELEGATION OF AUTHORITY 6.1 General Powers 15 6.2 Additional Powers of Trustee 18 6.3 Prior Consent go ARTICLE VII - RECORDS AND ACCOUNTS OF TRUSTEE 7.1 Records 20 7.2 Annual Account 20 7.3 Account Stated 21 7.4 Judicial Accountings 21 7.5 Necessary Parties 21 ARTICLE VIII - COMPENSATION, TAXES AND EXPENSES 8.1 Compensation and Expenses 21 8.2 Taxes 22 8.3 Indemnity 22 ARTICLE IX - RESIGNATION OR REMOVAL OF TRUSTEE 9.1 Resignation or Removal 22 9.2 Designation of a Successor 22 9.3 Reserve for Expenses 23 i

I ARTICLE X - AMENDKENT OR TERMINATION 10.1 Amendment 23 10.2 Termination 23 10.3 Trustee's Authority to Survive Termination 24 10.4 Trustee's Reliance 24 (ii) f 4

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Sretion g

ARTICLE XI - AUTHORITIES 11.1 Company and Board of Directors 24 11.2 Subsidiary 24 11.3 Affiliate 24 11.4 Committee 24 j

11.5 Investment Manager 25 f

11.6 Form of Communications 25 l

11.7 Continuation of Authority 25 11.8 No Obligation to Act on Unsatisfactory Notice 25 1

I ARTICLI XII - GENERAL PROVISIONS 12.1 Governing Law 26 j

a 12.2 Entire Agreement 26 4

12.3 Mistake 26 12.4 Reliance on Experts 26 12.5 Successor to the Trustee 26 i

12.6 Notices 26 4

12.7 No Waiver; Reservation of Rights 27 12.8 Descriptive Headings 27 I

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l Agreement and Declaration of Trust made as of March 1,

1991, by-and between Old Dominion Electric Cooperative (the

" Company *),

a Virginia power supply cooperative having its principal place of business in

Virginia, and BANKERS TRUST COMPANY, a New York banking corporation, amending and restating in its entirety that certain Old Dominion Electric Cooperative Nuclear l

Decommissioning Trust Agreement' (the

' Predecessor Trust

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Agreement"), made as of September 1, 1989.

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i WHEREAS, the Company is a joint owner and licensee i

of a nuclear power generating f acility known as the North Anna Nuclear Power Station

(" North Anna")

which facility will be Decommissioned (as hereinafter defined) in the i

future; and

WHEREAS, pursuant to the Predecessor Trust Agreement, the company (1) established a crust fund (the

)

" Predecessor Fund") into which it could make contributions to pay for the Decomnissioning of North Anna and (ii) appointed

Litten, Sipe

Miller, a

Virginia general partnership, to serve as trustee of the Predecessor Fund; and WHEREAS, pursuant to that certain Master Custodian Agreement, dated as of September 1,

1989, Litten, Sipe &

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Miller, as trustee of the Predecessor

Fund, r.ppointed Bankers Trust Company to serve as custodian of the assets of i

l the Predecessor Fund; and f

WHEREAS, pursuant to section 2.01(a) of the Predecessor Trust Agreement, the Company wishes to remove l

Litten, Sipe & Miller as trustee of the Predecessor Fund and

[

to appoint Bankers Trust Company as successor trustee of the Predecessor Fund; and

WHEREAS, on the date first written above and i

pursuant to section 2.01(c) of the Predecessor Trust Agreement, the Company shall cause Litten, Sipe & Miller to

assign, transfer title and pay over to Bankers Trust l

Company, as successor trustee of the Predecessor Fund, the funds and properties constituting the Predecessor Fund; and

h.

f WHEREAS, the Company wishes to wholly amendI and restate the Predecessor Trust Agreement, pursuant to section 5.01 thereof,- and to enter. into this Agreement with Bankers Trust Company as-successor trustee with all of the rights, powers, duties', and obligations specified hereint and

WH2REAS, the Company desires

-Bankers Trust company, as successor trustee of the-Predecessor Fund, to-maintain such fund as. a separate, external decommissioning -

trust into which the Company shall contribute certain amounts in order to provide funds for the-future Decommissioning of-North Anna (pursuant to applicable statutory and regulatory requirements, including but not limited to those currently codified at 10._C.F.R.

5550.33 (k), 50.75 and elsewhere, and pursuant to its obligation to the Nuclear Regulatory Commission, other governmental bodies and the general public in connection with Decommissioning) t and WHEREAS, the Company desires-to establish a Fund (as hereinafter defined) within such

separate, external decommissioning trust, and to treat _ the Fund so established as a separate trust for all purposes hereunder; and WHEREAS, the Company, and Bankars Trust Company, as successor. trustee and custodian,-

desire, upon the execution of this Agreement, to merge the~. duties and

- obligations of Bankers Trust Company, as custodian under the Master Custodian Agreement, into and with its duties as successor trustee, as hereinafter set forth; and NOW, THEREFORE, Old Dominion Electric Cooperative and Bankers Trust Company declare and agree that Bankers Trust Company will receive, hold and-administer - all sums -of monef or other property as shall from time to time.be contributed or paid over to it. hereunder, IN TRUST, upon all-of the following terms and conditions:

I ARTICLE'I i

Title-Purpose-Policy-Effect 1.1.

Name.

The separate decommissioning trust-known as the. Predecessor Fund' that was established under - the Predecessor Trust Agreement shall hereinafter be referred to as the "Old Dominion Electric-Cooperative Nuclear u

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7 Decommissioning Trust" and is sometimes hereinafter referred to as the " Trust *.

The company is the grantor of the Trust.

1.2.

Definitions.

Where used in-this Nuclear Decommissioning

~ Trust Agreement, unless the context otherwise requires or unless otherwise expressly provided:

(a)

" Accounting Period" shall mean either the twelve consecutive month period coincident with the Tax Year or the shorter period within any such year in which the Trustee accepts appointment as Trustee hereunder or ceases to act as Trustee for any reason.

(b)

• Administrative Costs and other Incidental Expenses' or " Administrative Expenses' shall mean all ordinary and necessary expenses incurred in connection with the administration of the Fund, including any state or local tax imposed on the company or the rund which is attributable to the income or the assets of 1

the Fund, legal expenses, accounting expenses, actu-arial

expenses, investment management

fees, indemnification costs incurred by the Company and all fees and expenses of the Trustee arising out of the Fund.

(c)

" Agreement" shall mean all of the provisions of this instrument and of all other instruments amenda-tory hereof.

(d)

" Applicable Laws and Regulations" shall mean Federal and State Laws, and regulations promulgated thereunder applicable to the Trust, as the same may be amended from time to time, including, if applicable, but not limited to, Section 468A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

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(e)

" Asset Manager" shall mean the Trustee (other than for purposes of Article V),

the Board of Directors, the committee, or an Investment Manager, individually or collectively as the context shall require, with respect to those assets over which it exercises, or to the extent it is authorized to

exercise, discretionary investment authority or control.

(f)

" Authorized Person' shall mean the officer or officers of the company, acting jointly, severally or as a committee, designated to represent the Company or '

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Committee and take any action required or authorized to be taken by either the Company or the Committee under this Agreement.

The identity of any such Authorized Person shall be certified to the Trustee in accordance with Article XI.

(g)

" Bank business day" shall mean a day on which the Trustee is open for business.

(h)

" Bankers" shall mean Bankers Trust Company.

(i)

" Board of Directors' shall mean the Board of Directors of the company.

(j)

" Code" shall mean the-Internal Revenue Code of 1986, as the same may be amended f rom time to time.

Any reference in this Agreement to a section of the code shall be deemed to include that section of the code, the regulations promulgated thereunder, if any, and any aoplicable successor provisions.

(k)

" Commission" shall mean any public regulator or regulatory body or instrumentality, agency or of f1-cial (judicial or otherwise) directly or indirectly of the United States, or any State or political sub-division thereof, as the case may be, having authority to fix rates for the furnishing or sale of electrical energy, to set standards for the maintenance of and/or to supervise the Decommissioning of a nuclear power generating station.

(1)

" Committee" shall mean the Committee or Com-

mittees, individually or collectively, appointed and established by the Board of Directors, with those responsibilities as are herein provided and as may be delegated from time to time by the Board of Directors.

The Board of Directors shall datermina the compotntion of the Committee and shall, at all tires, retain the right to hire and terminate members of the Camnittee en its sole discretion.

The Board of Directors shall certify to the Trustee the composition and idsntity of the Committee in accordance with Article XI.

(m)

" Company" shall mean Old Dominion Electric cooperative or any successor thereto.

To the extent that any subsidiary or af filiate of the Company elects to adopt the Trust as a funding vehicle for a nuclear decommissioning fund established by it by executing a joinder agreement in the form attached

hereto, i

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" Company" shall include such subsidiary or af filiate, as the context shall require, except as _ specifically provided to the contrary elsewhere in this Agreement.

(n)

" Contributions" shall mean amounts contri-buted by the Company to the Fund.

(o)

" Cost of Service Ameunt" shall mean the amount of Decommissioning cens included in the Com-pany's service costs respecting North Anna for ratemaking purposes for the Tax Year.

(p)

" Decommission,"

" Decommissioned" or "Decem-missioning" shall mean all activities to remove North Anna safely from service and to reduce residual radioactivity to a level that permits release of the property for unrestricted use and termination of license.

(q)

" Decommissioning Costs" shall mean the costs and expenses of D commissioning as determined by the company, in its so'e discretion, under then Applicable Laws and Regulatinis.

(r)

" Directed Fund" shall mean the entire Fund or shall refer to any part thereof which is subject to the discretionary management and control of the Board of Directors and either the Committee or any other Asset Manager other than the Trustee, as the case may be.

(s)

" Discretionary Fund" shall mean the Fund or any part thereof subject to the discretionary management and control of the Trustee and the Board of Directors.

(t)

" Excess Contributions" shall. mean contribu-tions in excess of the cost of Service Amount.

(u)

" Excess Funds" shall mean any money and other property which, subsequent to substantial completion of Decommissioning, is not required to satisfy Decommis-sioning Costs and reverts to the Company in accordance I

with Section 3.2.

(v)

" Fund" shall mean the fund contained within the Trust established ' hereunder.

The Fund shall constitute a separate trust for all purposes hereunder.

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The Company has advised the Trustee that it does not intend to make an election under Section 468A of the l !

I Code with respect to the rund.

The rund shall include all cash or other property contributed or paid to the Trustee under this Agreement, along with all investments made therewith and proceeds thereof and all earnings and profits thereon, less payments, transfers or other distributions from the Fund which, at the time of reference shall have been made by the Trustee, as authorized herein.

(v)

' General Trust" shall mean any common, com-mingled or collective trust created and maintained by Bankers Trust Company in which one or more of the runas is eligible to participate.

(x)

" Instructions' shall mean written and manual-ly signed instructions of any Authorized Person, Asset Manager or the committee.

"Instructionu" shall also include " Instructions Received By Any Other Means" provided that the parties hereto shall have agreed in a manually signed writing to the

form, the means of transmission and the means of identification of such Instructions.

" Instructions Received -by Any other Means" shall include, but shall not be liml'.ed to, (i) oral instructions (whether or not confirmed in writing) and (ii) instructions received by computer, electronic instruction system or telecommunications terminals (including telex, IWXS, facsimile transmission or bank vire).

(y)

" Investment MaisJer" shall mean a domestic bank or insurance company or an investment adviser registered under the Investment Adviser's Act of 1940.

(z)

" Investment Vehicle" shall mean any common, collective or commingled trust, investment company, corporation functioning as an investment intermediary, insurance contract, partnership, joint venture or other entity or arrangement to which, or pursuant to which, assets of the rund may be transferred or in which the rund has an interest, beneficial or otherwise.

(aa)

" Nuclear Decommissioning Trust" shall refer to the Trust established hereunder, which

Trust, contains the rund established hereunder.

(bb)

" Obligations drf a State or Local Government" shall mean obligations of a State or local Governmental unit the interest on which is exempt from tax under Section 103(a) of the Code...._-

(cc)

" Payment Certificate" shall mean a written authorization of the company signed by an Authorized Person directing the delivery of monies from the Fund.

(dd)

" Person" sr.all mean a natural person, trust, estate, corporation of any kind or purpose, mutual

company, commission, joint-stock company, unincorpo-rated organization, association, partnership, joint venture, employee organization, committee, board, par-ticipant, beneficiary,

trustee, partner, or venturer acting in an individual, fiduciary or representative capacity, as the context may require.

(ee)

"Public Debt Securities of the United States" shall mean obligations that are taken into consideration for the purposes of the public debt limit.

Such obligations are Treasury bills, Treasury notes, Treasury bonds and savings bonds.

(ff)

"Section" shall mean a section of the Agree-ment, unless otherwise noted.

(gg)

" Tax Year" shall mean the Company's tax year used in filing ite federal income tax returns or reports.

(hh)

" Time or Demand Deposits" shall mean cbscking accounts, certificates of deposit or other time or demand deposits.

(ii)

" Trust" shall mean the Nuclear Decommissioning Trust established hereunder, which Trust contains the Fund created hereunder.

(jj)

" Trustee" shall mean Bankers Trust company, as Trustee of the Trust established hereunde. and the separate Fund contained therein.

l (kk)

" Valuation Dats" shall mean the last day of the Accounting Period, Accounting Period quarter or a more facequent reporting date as requested by the Company and agreed to by the Trustee.

The plural of any term shall have a meaning cor-responding to the singular thereof as so defined and any neuter pronoun used herein shall include the masculine or feminine, as the context may require.

1.3 Master custodian Agreement.

Anything herein to the contrary notwithstanding, the merger of the Master Custodian Agreement with and into this Agreement shall not o ligations of the - parties affact the rights, duties and b

hereunder with respect to any actions taken by Bankers Trust Company after the effective date of this Agreement.

ARTICLE II Establishment of Trust 2.1.

Purpose.

The Old Dominion Electric cooperative Nuclear Decommissioning TzNst is intended to provide a source of funds to Decommission North Anna in t

which the Company has a direct ownership interest to the extent of that interest.

No part of the Fund may be used

for, or diverted to, any purposes other than for j

Decommissioning No th Anna.

l 2.2.

construction.

The provisions of this Agreement, and the definitions contained

herein, are intended to be construed in accordance with and consistent with Applicable Laws and Regulations.

The Company shall have the authority to construe all such Applicable Laws and Regulations and shall have sole responsibility hereunder for determining the scope of same, which determinations shall be final and binding upon the Trustee and all persons i

interested in the Trust.

2.3.

Separate Trust.

The Fund established here-under shall constitute a separate trust and shall be held and administered pursuant to the terms of the Agreement to defray the Decommissioning Costs and Administrative Expenses associated with North Anna.

2.4.

Domestic Trust.

The Trust established hereunder shall at all times be maintained as a domestic i

trust in the United States.

2.5.

Contributions.

(a) on the date first written above, the company i

shall cause

Litten, Sipe

& Miller, as trustee of the Predecessor Fund, to assign, transfer title and pay over to Bankers Trust Company the funds and properties constituting the Predecessor Fund.

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(b)

From time to time, the Company shall make Contributions to - the Trust.

The Trustee shall have no responsibility to any Person for enforcing payment of any Contributions to, or for the

timing, computation, deductibility or amount thereof, or for the adequs y of the Fund or the funding standards adopted hy tne Company to meet or discharge any Decommissioning-Expenses or' ot.5e r liabilities in-connection with North Anna.

If any Contributions or part thereof are_ subsequently determined by the company in its sole and absolute discretion-to be Excess Contributions,

then, anything herein to the contrary notwithstanding, the company shall advise the Trustee of the amount of the Excess Contributions and shall, in its sole discretion, tnereafter reduce and/or modify the _ amount of i

future contributions to the Fund to reflect the fact that it i

had mada Excess Contributions.

Anything in the preceding l

sentence to the contrary notwithstanding, in the event that l

the company makes an election under Section 468A of'the Code with respect to the Fund, then, upon the receipt of written l

notice from the Company of the amount of Excess Contributions, the Trustee shall pay over to or on the order of the company the amount stated therein.

1 2.6.

Valuations.

The Trustee shall determine the i

value of the assets of the Fund as of each Valuation Date.

i Assets will be valued at their market values at the close of I

business on the Valuation

Date, or, in the absence of readily ascertainable market values, at such_ values as the i

Trustee shall determine in accordance with methods consis-l tently followed and uniformly applied.

Anything in this Agreement to the contrary notwithstanding, with respect to assets constituting part of a Directed Fund, the Trustee may' rely for all purposes of_this Agreement on the latest valua-tien and transaction information submitted to it by - the

+

Board of Directors, or. by the Committee or by any other l

Asset

Manager, as directed by' the Board of Directors, l

responsible for the investment - of such assets even if such l

information predates the Valuation Date.

The Board of Directors will cause such Person to provide the Trustee with all information needed by the Trustee to discharge its obli-l gations to value such assets and to account under this Agreement.

2.7.

Other Reccrds and Returns.

The preparation,

filing, making and-accuracy of any periodic returns or-reports or deposits required'to be filed or made on account i

of the Fund with any

Federal, state or local taxing l

authority shall be the sole responsibility of the company and the Trustee's responsibility under this Agreement shall i !

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be limited to signing any return on which its signature is required to secure a timely filing at the direction of an Authorized Person and disbursing monies to pay such taxes and expenses incurred in connection with or arising out of the preparation or tiling of such returns from the Fund pursuant to a Payment certificate.

The Trustee will provide to the company all information in its possession which is reasonably requested by the Company and is relevant to the preparation of such periodic returns or reports.

2.8 Grantor Trust.

It is the intention of the company that this Trust should be taxed as a " grantor trust" for federal and state income tax purposes, pursuant to Section 671 of the Code.

ARTICLE III i

i Administration of Funds l

3,1.

Disbursement of Assets.

Upon the delivery of a Payment Certificate the Trustee shall deliver monies from the Fund, free of trust, to or on the order of an Authorized Person.

The Payment Certificate shall include:

(1) the name and address of the person or entity to whom payment is due (which may be the company); and (2) the amount of money to be paid or assets to i

be transferred.

The Payment Certificate need not disclose the purpose for which the payment is being made.

The Company shall be solely responsible for ensuring that assets of the Fund are disbursed hereender solely for the purposes of paying Decommissioning costs and Administrative Expenses, or when circumstances per1mit or require and upon obtaining any required approval of the Commission or any other Person, to the Company as Excess Contributions or Excess Funds, or to a successor trustee in connection with the transfer of an ownership interest in North Anna.

3.2.

Excess Funds.

Upon the termination of the i

Fund pursuant to Article X,

Excess Funds, if any, shall revert to the company.

3.3.

Transfer of Ownership.

The Company shall not have the right to transfer its interest in the Fund at any time.

However, if the Company's direct ownership 1

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interest in North Anna is sold, exchanged, or otherwise disposed of, in whole or in part, the Company may terminate the Trust established hereunder which contains the rund and shall transfer the assets of the rund to the company's successor in interest to the extent required by Applicable Laws and Regulations or maintain the Fund to the extent required by Applicable Laws and Regulations. The Trustee 2

a may, upon election by the company's successor in interest, enter into a separate trust agreement with the company's successor in intervst containing substantially the same terms as set forth herein and shall transfer from the Fund i

the amount stated in the payment Certificate to the separate t ru st.

In the event that the Company's successor aelects another trustee to administer the separate

trust, the Trustee shall transfer from the Fund the amount specified in the Payment Certificate to the transferee trustee, and the Trustee shall have no further duties or obligations with i

respect to the amount transferred or with respect to the transferee trust.

3.4.

Reliance on Company.

The Trustee shall not be responsible for the form or content of any Payment Certificate delivered to it under any provision of the Agreement.

The Trustee shall charge such transfer of assets against the Fund.

Each direction-to the - Trustee in a Payment certificate shall constitute a certification by the Company that such direction is in accordance with Applicable Laws and Regulations, the terms of this Agreement, and all requisite consents, waivers or approvals of the Commission or any other Person have been duly and validly obtained, given or vaived, as the case may be.

The Trustee may rely conclusively on any such certif 3cate and shall have no duty to make any independent inquiry or investigation before 4

acting upon any direction contained therein.

3.5.

Duty to Enforce claims.

The nustee shall have no duty to commence or maintain any action, suit or legal proceeding on behalf of the Trust or the Fund unless j

the Trustee has been directed to do so by the Board of Directors, or the Committee or any Asset Manager if such authority has been delegated, and unless the Trustee is either in possession of assets suf ficient for such purpose or unless it has been indemnified by the company, to its reasonable satisfaction, for counsel fees, costs and other expenses and liabilities to which it, in its sole judgment, may be subjected by beginning or maintaining such action, suit or legal proceeding.

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ARTIC12 IV l

Manacenent of Assets Discretionary authority for Asset Managers.f assets held in the Fund shall The Directors.

4.1.

the management and control oretained by time to time, the Board of and in its

may, from as the case may all times be

delegate, ittee and/or to at Directors absolute discretion, allocate ordiscretionary authority to Board of l

i Manager any Asset and among the Asset Managers.

be, such retention ofi y of'the Board of Directors authority and j

to the appointment,shall be the sole responsibil t responsibilityCommittee, such or the delegated shall promptly notify the Trustee Directors it has Board of l

unless The Asset removal of an Committee.

whichever the case may be, appointment I

or 4

in writing of the Subject to the pro-l Manager.

Laws Discretion.

and as permitted by Applicableinvested Investment the Fund shall be and 4.2.

on 4.3, visiens of Secti. the assets ofdistinction between principal and l

times in such investments and Regulations, without strategies or courses of action reinvested, at such time or l

and as the Board of pursuant to such investment

income, proportions,h ough the Committee or any and in such shares and authority has been Directors, either directly, or t r i

such to whom Asset Manager delegated, shall deem advisable.

and Other Discre-other l

Limitations on InvestmentCommittee, if such or the restrict or impose 4.3Boafd of Directors

limit, or exercise of the powers aIItthority has been delegated, may The tion.

Any guidelines herein conferrs*d on any Asset Manager.

the affecting to the applicable or guidelinescommunicated in writing discretions restrictions ility The Trustee shall have no responsib Trustee, as Asset Manager, shall be 4

limitations, embodied therein.

to the Trustee.

with respect to the formulation opolicies responsible for diversification solaly l

ce to any limitations or shall be or investment The Board of Directors the Board of communicating and monitoring adheren Manager byor Applicable Laws any Asset imposed on

ment, shall have no respon-guidelinesDirectors, the Committee, this Agree and the Trustee Regulations, and The sibility therefor.

Diversification. -

Responsibility if such authority has for the 4.4.

determining Board of Directors, or the committee, responsible for shall be l

been delegaced,

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diversification policy, if any, for a Fund, for monitoring adherence by the Asset Managers (other than the Trustee) to such policy, and for advising the Asset Managers with respect to any other limitations.on investments of the assets in any Fund imposed on such Fund by the Board of Directors, the Commission or Applicable Laws and j

Regulations.

ARTICLE V Responsibility for Directed Funds l

5.1.

Responsibility for Selection of Agents.

All transactions of :any - kind or nature in or f rom a Directed Fund shall be made upon such terms and conditions and from I

or - through such principals and agents as the Board ~of 1

Directors, or the Committee or any other Asset Manager shall direct.

No such transactions shall be executed through the facilities of the Trustee except where the Trustee is permitted to and shall make available its facilities solely for such purposes.

This Section 5.1 shall in no way limit or otherwise affect the

rights, powers and authorities l

conferred on the Board of Directors under Article IV hereof, i

5.2.

Trustee Not Responsible for Investments in i

Directed Funds.

The Trustee shall be under no duty or coll-gation to review or to question any direction of - the Board of Directors, or of the Committes or of any - other Asset l

Manager appointed by the Board of Directors, or to review securities or any other property held in any Directed Fund with respect to prudence or proper diversification. or j

l compliance with any limitation-of any kind or nature imposed i

by the Board of Directors, or by the Committee on any other Asset Manager's authority, or to make any suggestions or l

recommendation to the Board of Directors, to.the Committee i

or to any other-Asset Manager with respect to the retention or investment of any assets of any Directed Fund, and shall have nc authority to take any action or to refrain from l

taking any action with respect to any asset of any Directed Fund unless and until it is directed to do so by the Board

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of Directors, or by the Committee-or by any other Asset Manager appointed by the Board of - Directors.

No provision of this Agreement is-intended to confer any authority upon i

the Trustee to invest the cash balances of any Directed Fund l

unless and until it receives directions from the Board of

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Directors or from the Committee or from any other Asset Manager appointed by the Board of Directors, i

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I 5.3.

Investment Vehicles.

Any Investment Vehi-cle, or interest therein, acquired by or transferred to the l

Trustee upon the directions of the Board by Directors, or the Committee or any other Asset Manager shall be allocated to the appropriate Directed rund, and the Trustee's duties and responsibilities under this Agreement shall not be increased or otherwise affected thereby.

The Trustue shall be responsible solely for the safekomping of the evidence of the rund's ovnership of or interest or participation in such Investaant Vehicle.

5.4.

Reliance on Asset Manager.

The Trustee shall be required under this Agreement to execute documents, to settle transactions, to take action on behalf of or in the name of each Directed rund and to make and receive The Trustue payments on the direction of the Asset Manager.

may rely on the Instructions of the Asset Manager as confirmation (i) that the investment is authorized under the terms of this Agreement and any other instrument or law affecting the Asset Manager's authority to deal with such Directed rund, (ii) that any contrac,

agency, joinder, t

adoption, participation or partnership agreement,

deed, assignment or other document of any kind which the Trustee is required to execute to etfactuate the

.ransaction has been reviewed by the Asset Manager and, to tt.e extent it deems advisable and prudent, its counsel, (iii) that such instrument or document is in proper form for execution by the

Trustee, (iv)

that, where appropriate, insurance protecting such Directed rund against loss or liability has been or will be maintained in the name of or for the benefit of the Trustee, and (v) that all other acts to perfect and protect such Directed rund have been taken, and the Trustee shall have no duty to make any independent inquiry or investigation as to any of the foregoing before acting upon such Instructions.

In addition, the Trustee shall not be table for the default of any Person with respect to any

nvestment in a Directed rund or for the form, genuineness, alidity, sufficiency or effect of any document executed by, ie'.ivered to or held by it for any Directed rund on account of such investment, or if, for any reason any rights of such Directed rund therein shall lapse or shall become unenforceable or worthless.

5.5.

Merger of runds.

The Trustee shall not have any discretioriary responsibility or authority to manage or control any asset held in a Directed rund upon the resigna-tion or rencval of an Asset Manager unless and until it has been notified in writing by the Board of Directors, or by the Committee upon the direction of the Board of Directors _-

that such Asset Manager's authority has terminated and that such Directed rund's assets are to be integrated with the Discretionary rund.

Such notice shall not be des:ed effective until two bank business days after it has bien received by the Trustee.

The Trustee shall not be liable for any losses resulting from the dispesition by it of any investment made by the Board of Directors, or the Committee or any other Asset Manager, as the case may be, or for the retention of any 1111guid or unmarketable investment or any investment which is not widely publicly traded or for the holding of any other investment acquired by the Board of Directors, or the Committee or any other Asset Manager, as the case may be, if the Trustee is unable to dispose of such investment because of any restrictions imposed by the Securities Act of 1933 or other rederal or state law, or if an orderly liquidation of such investment is impractical under prevailing conditions, or for f ailure to comply with any investment limitations imposed pursuant to Section 4.3, or for any other violation of the terms of this Agreement or applicable law as a result of the addition of the assets of any Directed rund to the Discretionary Fund.

5.6.

Restrictions on Transfer.

Nothing herein shall be deemed to empower any Asset Manager to direct the Trustee to transfer any asset of a Directed rund to itself except f or purposes enumerated in paragraph (n) and (o) of Section 6.1.

i ARTICII VI Powers and Delegation of Authority 6.1.

General Powers.

Subject to Section 4.3 of this Agreement but without in any other way limiting the powers and discretions conferred upon the Board of Directors, or the Committee or any other Asset Manager by the other provisions of this Agreement or by law, the Board of Directors, or the Committee or any other Asset Manager, as the case may be, shall be vested with the powers and dis-cretions enumerated in this section with respect to any assets subject to its management and control.

The Board of Directors, or the committee or any other Asset Manager. as the case may be, of a Directed Fund may direct the Trustee to make,

execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to enable the Board of Directors, or the Committee or any other Asset I

j.

Manager, as the case may be, to carry out the following powers and discretions:

(a) to purchase, hold, sell, invest and reinvest assets of the Trust, together with income therefrom, in common stock, preferred stock, convertible preferred

stock, bonds, debentures, convertible debentures, mortgages,

notes, mutual fund

shares, limited partnership interests, time certificates of deposit, commercial paper and other evidences of indebtedness, insurance or annuity contracts, and any other readily marketable property (real or personal, and tangible or intangible) the value of which is readily ascertainable.

(b) to transfer from time to time any part or all of the assets of the Trust to any common, commingled or collective trust fund (the " General Trust") created by Bankers Trust Company, subject to all of the provisions

thereof, to be commingled with the assets of other trusts participating therein provided, however, that any transfer of assets which are subject to the management and control of the committee or any Asset Manager to the General Trust may be made only with the prior approval of the Trustee and shall be invested only in one or more short term investment funds established thereunder.

(c) to sell, exchange, convey, transfer or other-vise dispose of any property by private contract or at public auction, and no person dealing with the Board of Directors, or the Committee or any other Asset Manager, as the case may be, shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; i

(d) to enter into contracts or to make commit-l ments either alone or in company with others to sell or acquire property; i

(e) to purchase or sell, write or issue, puts, calls or other options, covered or uncovered, to entar into financial futures contracts, forward placement contracts and standby contracts, and in connection therewith, to deposit,' hold (or direct Bankers, as i

Trustee or in its individual capacity, to deposit or hold) or pledge assets of the Tructs

(f) to purchase part interests in real property or in mortgages on real property, wherever such real l

property may be situatedt l

(g) to lease to others for any term without regard to the duration of the Trust any real property or part interest in real propertyt j

(h) to delegate to a manager or the holder or l

holders of a majority interest in any real property or mortgage on real property or in any oil, mineral or gas i

properties, the management and opera' ion of any part interest in such property or properties (including the 4

authority to sell such part interests or othervise 1

carry out the decisions of such manager or the holder i

or holders of such majority interest);

(i) to vote upon any stocks, bonds or other secu-rities (but subject to the suspension of any voting rights as a result of any broker loan or similar agree-ment) to give general or special proxies or powers of i

attorney with or without power of substitutions to exercise any conversion privileges, subscription rights 4

or other options and to make any payments incidental J

theretos to oppose, consent to or otherwise participate in corporate reorganizations or other changes affacting i

corporate securities and to delegate discretionary powers and to pay any assessments or charges in connec-tion therewiths and generally to exercise any of the i

powers of an owner with respect to stocks, bonds, secu-rities or other propertys (j) to organize corporations under the laws of any state for the purpose of acquiring or holding title to property (or to direct the Trustee to organize such corporations or to appoint an ancillary trustee accept-able to the Trustee for such purpose);

(k) to invest in a fund consisting of securities issued by corporations and selected and retained solely because of their inclusion in, and in accordance with, one or more commonly used indices of such securities, with the objective of providing investment results for the fund which approximate the overall performance of such designated index; (1) to enter into any partnership, as a general or limited partner, or joint venturet

(a) to purchase units or certificates issued by an investment cospany or pooled trust or comparable en-titys (n) to transfer money or other property to an insurance company issuing an insurance contract:

(o) to transfer assets of a Discretionary or Di-rected rund to a common, collective or commingled trust fund exempt from tax under the Code maintained by any Asset Manager, or an af filiate of any Asset Manager, or by another trustee who is designated by the Board of Directors or by the Committee, as directed by the Board of Directors, to be held and invested subject to all of the terms and conditions thereof, and such trust shall be deemed adopted as part of the Trust to the extent that assets of a Fund are invested therein; provided, however, that any transfer from a Directed rund to the General Trust may be made only with the prior approval of the Trustee and shall be invested only in one or more short term investment funds established f rom time to time thereundert and (p) to be reimbursed for the expenses incurred in exercising any of the foregoing powers or to pay the reasonable expenses incurred by any agent, manager or trustee appointed pursuant hereto.

6.2.

Additional Powers of Trustee.

In addition to those powers and discretions which the Trustee, acting as an Asset Manager pursuant to the directions of the Board of Directors, or the Committee or any other Asset Manager, as the case may be, is authorized to exercise pursuant to section 6.1, the Trustee acting as such is hereby authorized (a) to regists.r any securities held for the rund in its own name or in the name of a nominee and to hold any securities in bearer form, and to combine certif-ic:tes representing such securities with certificates of the same issue held by the Trustee in other fidu-ciary or representative capacities or as agent for customcrs, or to deposit or to arrange for the deposit of such securities in any qualified central depository even though, when so deposited, such securities may be merged and held in bulk-in the name of the nominee of such depository with other securities deposited therein by other depositors, or to deposit or arrange for the deposit of any securities issued by the United States _. _........

1 Government, or any agency or instrumentality thereof, with a rederal Reserve Bank, but the books and records c e the Trustee shall at all times show that all such i

it watments n e part of the rundt l

(b) to employ suitable agents, depositories and counsel, domestic or foreign, and to charge their rea-i sonable expenses and compensation against the rund, and to confer upon any such depository the powers conferred l

upon the Trustee by paragraph (a) of this section 6.2 as well as the power to appoint subagents and deposi-i

tories, wherever

situated, in connection with the l

retention of securities or other propertyt 1

(c) to deposit assets in interest bearing account deposits maintained by or savings certificates issued by Bankers, in its separate corporate capacity, or in any other banking institution affiliated with Bankers (d) at the direction of the Board of Directors, or the Committee or any Asset

Manager, if such authority has been delegated, to compromise or otherwise adjust all claims in favor of or against the rund:

(a) to make any distribution or t'rans f e r of assets in cash or in kind as the Trustee, in its abso-lute discretion, shall determine and, in furtherance thereof, to value such assets, which valuation shall be conclusive and binding on all Personst (f) at the direction of the Board of Directors, or the Committee or any Asset

Manager, if such authority has been delegated, to maintain and operate one or more market inventory funds as a vehicle to exchange securities among Discretionary and Directed rutius without alienating the property from the Trustt 4

I (g) at the direction of the Board of Directors, or the Committee or any Asset

Manager, if such authority has been delegated, to loan securities to brokers or dealers or other borrowers under such terms 4

and conditions as the

Trustee, in its absolute discretion, deems advisable, to secure the same in any manner permitted by Applicable Laws and Regulations and the provisions of this Agreement, and during the term of any such loan, to permit the loaned securities to be transferred into the name of and voted by the borrowers or others, and, in connection with the exercise of the.

i powers hereinabove

granted, to hold any property deposited as collateral by the borrower pursuant to any master loan agreenent in bulk, either as provided in paragraph (a) of this section 6.2 or othe rvise,

together with the unallocated interests of other

lenders, and to retain any such property upon the default of the borrower, whether or not investment in such property is authorized under this Agreement, and to receive compensation therefor out of any amounts paid by or charged to the account of the borrowert 1

(h) to hold uninvested cash avaiting investment and such edditional cash balances as it shall deem reasonable or necessary, without incurring any liabi-lity for the payment of interest thereon: and (i) to do all acts, take all proceedings, and exercise all rights and privileges, although not specifically mentioned herehn, as the Trustee deems necessary to carry out the purposes of this Agreement.

6.3.

Prior Consent.

The discretionary powers conferred under paragraphs (1) and (n) of Section 6.1 shall be exercised only with the prior written consent of the Board of Directors, or of the Committee, if such authority has been delegated.

f i

ARTICLE VII Records and Accounts of Trustee 7.1.

Records.

The Trustee shall keep accurate and detailed accounts of all investments, receipts, dis-bursements and other transactions involving the rund and all accounts, books and records relating thereto shall be open l

to inspection and audit at all reasonable times during nor-mal business hours by any Person designated by the Board of Directors or the Committee, as the case may be.

Except as the Trustee and the Board of reirectors, or the Committee, it authorized by the Board of Directors, may otherwise agree in writing, the Trustee shall not be required to maintain any additional records or accounts with respect to the rund.

7.2.

Annual Account.

Within sixty (60) days i

following the close of each' Accounting Period, the Trustee shall file with the Board of Directors or the committee, as the case may be, a

written account setting forth the receipts and disbursements of the rund and the investments i _ -

and other transactions effected by it upon its own authority or pursuant to the directions of any person as herein provided during the Accounting period.

7.3.

Account Stated.

Upon the expiration of one hundred twenty (120) days from the date of filing its annual account with the Board of Directors or the Committee, as the case may be, the Trustee shall be forever released and discharged from all liability and further accountability to the company or any other person with respect to the accuracy of such accounting and the propriety of all acts and failures to act of the Trustee reflected in such account, except with respect to any such acts or transactions as to which the Board of Directors or the committee, as the case may be, shall, within such 120-day period, file with the Trustee specific written objections.

7.4.

Judicial Accountings.

Nothing herein shall in any way limit' the Trustee's rignt to bring any action or proceeding in a court of competent jurisdiction to settle its account or for such other relief as it may deem appro-priate.

7.5.

Necessary Parties.

No person other than the company shall be a necessary party in any proceeding under section 7.4 or may require the Trustee to account or may institute any other action or proceeding against the Trust-ee.

ARTICLE VIII Compensation, Taxes and Expenses 8.1.

Compensation and Expenses.

Any expenses incurred by the Trustee 3n connection with the Nuclear Decommissioning Trust and the rund including, but not lim-ited to, fees for legal services rendered to the Trustee, such compensation to the Trustee as shall be agreed upon i

f rom time to time between the Trustee and an of ficer of the company, and all other proper charges and disbursements of the Trustee, shall be charged to and paid as Administrative Expenses from the rund upon notice to the Committee without the issuance of a payment certifichte.

Anything in the preceding sentence to the contrary notwithstanding, the Trustee's entitlement thereto shall constitute an obligation i

of the rund.

The company shall reimburse the Trustee for any such expenses if for any reason such expenses are not paid out of the rund.

The Trustes's antitlement to.

reimbursement hereunder shall not be affected by the resignation or removal of the Trustee or by the termination of the Agreement or of any fund.

l 8.2.

Taxes.

All taxes of any and all kinds what-may be levied or assessed under existing or l

soever that future laws, domestic or foreign, upon the Fund or the in-i i

come thereof shall be paid from the Fund.

4 8.3.

Indemnity.

In consideration of Bankers Trust company's agreeing to enter into this Agreement and act as Trustee hereunder, the Company hereby agrees to hold harmless Bankers, individually and as Trustee, and Banxers' directors,

officers, and employees, from and against all 1

amounts, including without limitation

taxes, penalties, expenses (including reasonable counsel fees), liabilities, claims, damages, actions, suits or other charges, incurred against Bankers, individually or as Trustee, by or assessed or its directors, officers or employees, arising out of this J

Agreement or its acting as

Trustee, other than those 1

incurred as a result of its own bad faith, negligence or villful misconduct.

The undertaking made in this section 8.4 shall be binding on the Company, its successors and assigns and shall survive termination, amendment or restatement of this Agreement, or the resignation or removal of the Trustee.

ARTICI2 IX Resignation or Removal of Trustee 9.1.

Resignation or Removal.

The Trustee may be removed by the Company at any time upon sixty (60) days' notice in writing to the Trustee.

The Trustee may resign at any time upon sixty (60) days' notice in writing to the company.

9.2.

Designation of a successor.

Upon the remov-al or resignation of the Trustee, the company shall appoint a successor trustee and upon acceptance of such appointment by the successor trustee, the Trustee shall assign, transfer and pay over the assets of the rund then held under the Trust to such successor trustee.

If, for any reason, the Company cannot or does not act promptly to appoint a succes-ser trustee in the event of'the resignation or removal of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor trustee.

._ __ _ _ _ _ _ _. _ _ =

J i

Any expenses incurred by the Trustee in connection therewith shall be charged to and paid as an Administrative Expense.

9.3.

Reserve for Expenses.

The Trustee is au-thorized to reserve such amount as to it may seem reasonably advisable for payments of its fees and expenses in connection with the settlement of its account or otherwise, and any balance of such reserve remaining af ter the payment j

of such fees and expenses shall be paid over in accordance j

vith the directions of the Company under Section 9.2.

ARTICLE X 1

Amendment or Termination 2

i' 10.1.

Amendment.

The Company reserves the right at any time and f rom time to time to amend, in whole or in

part, any or all of the provisions of this Agreement I

(including, but not limited to, an asendment that wouM enable the company to establish a

qualified nuclear a

decommissioning trust fund under __section 468A of the Code, i

in the event that the Company becomes an " eligible taxpayer" under section 468A of the Code) by notice thereof in writing delivered to the Trustee t provided, however, no amendment j

which af fects the rights, duties or responsibilities of the i

Trustee may be made without its prior written consent.

l 10.2.

Termination.

(a)

The Trust created j

hereunder is an irrevocable trust and, except as provided in j

Section 3.3, or upon the completion of Decommissioning of j

North

Anna, the Company shall not have the right to terminate the Trust established hereunder.

t i

(b)

Any other provisions of this Agreement to the l-contrary notwithstanding, the Fund established as a trust under this Agreement shall terminate no later than the twenty-first anniversary of the date of death of the survivor from among a

class consisting of all of the i

descendants of the late Joseph P.

Kennedy, the former Ambassador to the Court of Saint James, who are living on the date of the establishment of such Fund and, if such Fund is still in existence on such anniversary date, the Trustee shall dispose of the Fund as the Company shall direct.

In the event that termination results from the removal of the 4

l

Trustee, then such disposition shall be implesented in accordance with the provisions of Article IX.

l,

- - -, -., _ _, ~

~

4.

10.3.

Trustee's Authority to Survive Terlaination.

Until the final distribution of the rund, the Trustee shall 4

continue to have and may exercise all of the powers and j

discretions conferred upon it by this Agreement.

10.4.

Trustee's Reliance.

The Trustee shall be i

entitled to assume without further inquity that any notices, 1

regulatory approvals or procedures required to be given, i

obtained and observed, as the case may be, have been given, obtained or observed and that any action taken by or on behalf of the company under this Article X does not violate l

any Applicable Laws and Regulations.

i j

ARTICLE XI Authorities 1

d 11.1.

Company and Board of Directors.

Whenever I

the provisions of this Agreement specifically~ require or i

permit any action to be taken by "the company" or 'the Board of Directors", such action must be authorized by the Board of Directors or by a Person to whom such authority has been delegated by the Board of Directors.

Any resolution adopted i

by the Board of Directors or other evidence of such

{

authorization shall be certified to the Trustee by the Secretary or an Assistant Secretary of the company under its corporate seal, and the Trustee may rely upon any authoriza-tion so certified until revoked or modified by a further action of the Board of Directors similarly certified to the i

Trustee.

11.2.

Subsidiary.

Any action required or permitted to be taken under this Agreement by a subsidiary of the company shall be given by the board of directors thereof in the manner described in Section 11.1.

11.3 Affiliate.

Any action required or permitted to be taken under this Agreement by an affiliate of the company shall be given by the board of directors thereof in j

the manner described in Section 11.1 11.4.

Committee.

The Board of Directors shall furnish the Trustee from time to time with a list of the names and signatures of all Persons authorized to act as an Authorized Person, as members of the Committee, or in any other manner authorized to issue orders, notices, requests, Instructions and objections to the Trustee pursuant to the provisions of this Agreement.

Any such list shall be

. l

v certified by the Secretary or an Assistant secretary of the company and may be relied upon for accuracy and completeness by the Trustee.

Each such Person who is authorized to delegate or allocate its authority shall thereupon furnish the Trustee with a list of the names and signatures of those individuals who are authorized, jointly or severally, to act for such person hereunder, and the Trustee shall be fully protected in acting upon any

notices, Instructions or directions received from any of them until the Trustee receives written notification that such

notices, instructions or directions have been revoked.

11.5.

Investment Manager.

The Committee shall each Investment Manager to furnish the Trustee from cause time to time with the names and signatures of those persons authorized to direct the Trustee on its behalf hereunder.

11.6.

Form of Communications.

Any agreement between the company and any Person (including an Investment Manager) or any other provision of this Agreement to the notwithstanding, all notices, Instructions, and contrary other communications to the Trustee shall be in writing or in such other form, including transmission by electre nic means through the f acilities of third parties or othrvise, specifically agreed to in writing by the Trustee.

The Trustee shall not be responsible to the company or any other Person for any errors or inaccuracies in any notices, Instructions,

or other communications, or for, acting in accordance therewith.

11.7.

Continuation of Authority.

The Trustee shall have the right to assume, in the absence of written notice to the contrary, that no event constituting a change in the membership of the Committee. or terminating the authority of any Authorized Person, includir.g, but not lim-ited to, any Investment Manager or any Person designated under the procedures specified in Section 11.1, has occurred.

11.8.

No obligation to Act on Unsatisfactory Notice.

The Trustee shall incur no liability under this Agreement for any failure to act pursuant to any notice, Instructions, or any other communication from any Asset 4

the committee, or any other Authorized Manager, the company, il it shall have received such notice, Person unless and unt Instructions or other communication in form satisf actor'r to it.

j i

ARTIC12, XII 4

General Provisions 12.1.

Governing 1.a v.

This Agreement has been entered into by the Trustee in and shall be administered, construed and enforced according to the laws of the State of New York.

1 12.2.

Entire Agreement.

The Trustee's duties and responsibilities to the company, the commission c.,r any other l

Person interested therein shall be limited to those specifi-l cally set forth in this Agreement.

a I

12.3, Mistake.

No mistake made in good faith and in the exercise of due care in connection with the adminis-tration of the rund shall be deemed to be a breach of the Trustee's duties if, promptly af ter discovery of the mis-take, the Trustee takes whatever action may be practicable in the circumstances to remedy the mistake.

12.4.

Reliance on Experts.

The Trustee may con-sult with experts (who may be experts employed by the com-4 pany),

including legal counsel, appraisers, pricing serv-ices, accountants or actuaries, selected by it with due care with respect to the meaning and construction of this Agree-ment or any provision hereof, or concerning its powers and duties hereunder, and shall be fully protected for any act ion taken or omitted by it in good faith pursuant to cr on the basis of the opinion of any such expert.

l 12.5.

Successor to the Trustee.

Any successor, by merger or otherwise, to substantially all of the trust business of Bankers Trust company shall automatically and without further action become the Trustee hereunder, subject to all the terms and conditions and entitled to all the benefits and immunities hereof.

12.6.

Notices.

All notices,

reports, annual accounts and other communications to the Company, Committee, Investment Manager, or any other Person shall be deemed to have been duly given it mailed, postage prepaid, or deliv-ered in hand to such Person at its address appearing on the records of the Trustee, which address shall be filed with the Trustee at the time of the establishment of the Trust and shall be kept current th6reafter by the Comm?.ttee.

All directions, Instructions,

notices, statements, objections and other communications to the Trustee shall be deemed to have been given when received by the Trustee at its offices. =rcv:vp w

e

12.7.

No Waiver Re s e rva t, ion of Rights.

The rights, remedies, privileges and immuntties expressed herein are cumulative and are not exclusive, and the Trustee shall be entitled to claim all other rights, remedies, privileges and immunities to which it may be entitled under applicable law.

12.8.

Descriptiv_e Headings.

The captions in this Agreement are solely for convenience of refersace and shall not define or limit the provisions hereof, t

IN WITHESS WHEREOF, the parties hereto havs caused this Agreement to be executed by their respe M*"a officers thereunto duly authorized and their corporate seals to be hereunto affixed and attested to as of tha day and year first above written.

I OLD DOMINION.LECTRIC COOPERATIVE Attest:

By

[f A. President

[/

(Title)

(Corporate Seal)

BANKERS TRUST COMPANY l

By

.L.l M L >

C4v, )

1 J.4.V T

(

(Title) l o

/-

,,f.

I

i j

'i h

l STATE or VIRGINI A

)

) as.:

l COUNTY OF HENRIC0

)

i

_5th_ _ _ day of February in the year one 2

on the thousand nine hundred and ninety one before me personally came J.

M. Reynold$_ to me known, who being by me duly sworn, 4

did depose and says that he/she resides in Virainia that he/she is the Secretary of old Dominion tiectrie Cooperative, the company described in and which executed the l

above instruments and that he/she Agned his/her name to said instrument by order of the Bo d

f,0 rectors of said j

company.

,// p f mY 1

i i

The foregoing instrument was acknowledged before me this 1

2$th day of February, 1991 by J. M. Reynolds.

My commission expires: May 22, 1993 I

h6 Notary Public 4

4 i

1 m-.

7 1

(

l a

I STATE OF New York

)

) ss.:

l COUNTY OF New York

)

i On the f

day of /fM M M in the year one i

thousand nine hundred and ninety one before me personally

{

came Drun te ufiff to me known, who being by me duly sworn, j

did depose and says that he/she resides in hovr vng, Nm l

that Ae/she is the Wee At (sa/~r of Bankers Trust Cothpany,

the corporation described in and which executed the above I'

instruments that A*/she knows the seal of said corporations that the seal af fixed to said instrument is such corporate sealt that it was so affixed of Directors of said i

corporation, and that-he/she signed Ms/her name thereto by like order.

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cowne j

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