(1) The trustees shall not be responsible for any acts done by them as trustees in good faith and in the exercise of an honest judgment. No trustee shall be liable for the act or omission of another trustee.

(2)

Extent of liability.

They shall not be liable, except as trustees to the extent of the trust funds held by them, by reason of the ownership of stock in any corporation. They shall be indemnified against any such liability by each holder of Trustees' Participation Certificates to the extent hereinafter set forth.

Liability of participation certificate owners.

(3) Each owner of a Trustees' Participation Certificate issued hereunder shall be subject to the same liability thereon as he would have been subject to in case he had been the owner of record of such proportionate part of the shares held by the trustees in any corporation as the number of shares called for by his Trustee's Participation Certificate bears to the whole number of shares covered by all outstanding Trustees' Participation Certificates; and to such extent he shall indemnify and hold harmless the trustees owning such stock from any loss or liability on account of being the holders or owners thereof. The measure of liability assumed hereunder shall be the same as that provided by law with reference to the holders of stock in any particular corporation in which the trustees may hold stock as is provided by law with reference to the holders of such stock, and no more.

X. TERMINATION OR MODIFICATION OF AGREEMENT.

Termination.

(1) The trust herein created shall continue until the death of the last survivor of all those persons who are now stockholders of either of said institutions who presently enter into this agreement, and for the further period of twenty-one years after the death of such last survivor, unless sooner terminated, as it may be, by a vote of the owners of not less than two-thirds in amount of the Trustees' Participation Certificates, such vote to be taken at a special meeting called for that purpose, of which notice shall be given in writing thirty days in advance of such meeting as above provided.

Modification.

(2). By a vote of two-thirds had at a meeting called as above, this agreement may be modified, such modification being evidenced by the signatures of the owners of Trustees' Participation Certificates assenting thereto, in person or by proxy. Such written modifications shall be lodged with the trustees and a copy thereof lodged with The National Bank of Kentucky and The Louisville Trust Company.

XI. EFFECTIVE DATE OF AGREEMENT.

This agreement shall become effective only when it shall have been executed by the owners of not less than one-half in amount of the stock in The Louisville Trust Company and onehalf in amount of the stock in The National Bank of Kentucky by signing this agreement or assigning their stock to the trustees. It shall, however, remain open for one hundred and twenty days from the date hereof for additional stockholders to make themselves parties hereto by signing it or a counterpart hereof and which additional period may be further extended by a majority vote of the persons herein named as trustees.

Witness the hands of the parties the day and year first above written.

(Form from TRABUE, DOOLIN, HELM AND HELM, Louisville.)

Form 3517.

Directors' Resolution Approving Merger Agreement.

Whereas a proposition through a merger agreement has been presented to the board of directors of The Company, of

Company,

-, Ohio, proposing to merge the property and business of that company with the property and business of The of, Ohio, a true copy of which merger agreement is attached hereto and made a part hereof;

Now, therefore, Be It Resolved by the board of directors of The Company, three-fourths of said board being present and voting in the affirmative hereon for the adoption of this resolution, that said merger agreement be and the same hereby is approved and authority is hereby given to the proper officers of this company to execute and deliver said merger agreement, provided, however, that said merger agreement, with a copy of this resolution, shall be presented to the stockholders of The Company for their consideration and adoption, or rejection, according to law.

Directors.

Form 3518.

Consolidation of Light and Power Companies (Maryland).

An agreement and certificate of consolidation made and entered into this day of, in the year one thousand nine hundred and, by and between the Consolidated Gas Company of Baltimore City, a corporation incorporated and existing under Article 23 of the Code of Public General Laws of the State of Maryland (hereinafter called the "gas company"), party of the first part, and the Consolidated Gas Electric Light and Power Company, a corporation incorporated and existing under Article 23 of the Code of Public General Laws of the state of Maryland (hereinafter called the "power company"), party of the second part.

Whereas, the corporations above named were originally incorporated in large part for the same purpose; and the capital stock of each of said corporations has been fully paid up; and under the statutes of the State of Maryland they are qualified to consolidate and thereby form a new corporation; and

Whereas, the directors of each of said corporations at meetings duly held have adopted resolutions wherein and whereby they have resolved that the interests of the stockholders and of the corporations, and the interests and convenience of the public will be subserved by the consolidation of said corporations and of all their stock and properties, and by their operation as one

corporation, and have by resolution fully authorized said consolidation and the execution of this agreement; and

Whereas, the stockholders of the gas company, and the stockholders of the power company, at meetings duly and separately held by each company for that purpose on the day of 19-, duly passed resolutions wherein and whereby they separately assented and agreed, by separate votes exceeding a majority of the respective shares of stock of each of said corporations, to consolidate the corporations, and the stockholders of each of the parties hereto have agreed upon and fully authorized said consolidation as embodied in this agreement and certificate; and

Legal requirements performed.

Whereas, all acts and things prescribed by law and by the charter and by-laws of the parties hereto to authorize such consolidation have been done and performed, and the parties hereto are in all respects empowered to effect such consolidation;

Now, therefore, in consideration of the premises, and of the mutual covenants and agreements herein contained, the parties hereto, pursuant to the corporate authorizations aforesaid, have agreed and do hereby certify that they have agreed to consummate such consolidation upon the terms and conditions herein set forth, to wit:

ARTICLE I.

Name of new corporation.

Under and by virtue of the laws of Maryland authorizing the consolidation of corporations, the parties hereto hereby consolidate, and by such union form a new corporation, the name of which shall be "Consolidated Gas Electric Light and Power Company of Baltimore," (which is hereinafter referred to as the "consolidated company").

ARTICLE II.

Purposes and powers of new corporation.

Said corporation is formed for the purpose of carrying on all the businesses which its constituent companies above named have been heretofore authorized to carry on under their charters, and it shall have and may exercise all the powers heretofore possessed by either or both of the parties hereto, including all powers conferred by or under the certificate of incorporation or consolidation of said constituent companies and the General and

Special Statutes of Maryland, and all powers conferred or now possessed by either of them. Without in any particular limiting or restricting any of the objects and powers of the corporation hereby formed, it is expressly provided that it shall have power to manufacture, buy, deal in or otherwise acquire gas, and to furnish, convey, distribute, sell or otherwise dispose of the same. for any and all purposes, public or private; to generate or otherwise acquire electricity or other mechanical power, and to transmit, convey, distribute, furnish, sell or otherwise dispose of the same for light, heat, power, refrigeration, signaling, traction and any and all other purposes, both public and private; to acquire, hold, sell or otherwise dispose of all property, real, personal or mixed, useful in carrying out any lawful purpose whatsoever; and to have, enjoy and exercise all the rights, powers and privileges which are now or may hereafter be conferred upon corporations organized under the laws of Maryland; and, in carrying on its business, or for the purpose of attaining or furthering any of its objects and purposes, to do any and all other things and exercise any and all other powers which now are or hereafter may be permitted by law.

ARTICLE III.

Where business to be carried on and principal offices.

The business and operations of said corporation are to be carried on in the City of Baltimore, and in such other place or places within and without the State of Maryland as the directors may determine. The principal offices of said corporation shall be located in the City of Baltimore.

ARTICLE IV.

Capital stock.

SEC. 1. The total authorized capital stock of the corporation shall be twenty-one million nine hundred and two thousand two hundred and fifty-eight dollars ($21,902,258), which shall be divided into 219,022.58 shares of the par value of one hundred dollars each. Of such total authorized capital stock, nine million. five hundred and eighty-five thousand four hundred and eightyfour dollars ($9,585,484) thereof shall be common stock and twelve million three hundred and sixteen thousand seven hundred and seventy-four dollars ($12,316,774) thereof shall be preferred stock, divided into two classes. The first class of pre