Exhibit 10(ii)*
DOMINION RESOURCES, INC.
RETIREMENT BENEFIT RESTORATION PLAN
As Adopted Effective
January 1, 1991
and
Amended and Restated
September 1, 1996
DOMINION RESOURCES, INC.
RETIREMENT BENEFIT RESTORATION PLAN
Purpose
The Board of Directors of Dominion Resources, Inc. and the Board of
Directors of Virginia Electric and Power Company ("Virginia Power") determined
that the adoption of the Retirement Benefit Restoration Plan will assist it in
attracting and retaining those employees whose judgment, abilities and
experience will contribute to its continued progress. The Plan is intended to
be a plan that is unfunded and maintained primarily for the purpose of
providing deferred compensation for a "select group of management or highly
compensated employees" (as such phrase is used in the Employee Retirement
Income Security Act of 1974). The Plan must be administered and construed in
a manner that is consistent with that intent. The Plan was amended, as of
September 1, 1996, to coordinate payments with changes in the Funding Plan.
Article I
Definitions
As defined herein, the following phrases or terms shall have the
indicated meanings:
1.1. "Administrative Benefit Committee" means the Administrative
Benefit Committee, as appointed under the Funding Plan, which shall manage
and administer the Plan in accordance with the provisions of Article X.
1.2. "Affiliate" means any entity that is (i) a member of a controlled
group of corporations as defined in Section 1563(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), determined without regard to Code
Sections 1563(a)(4) and 1563(e)(3)(C), of which Dominion Resources, Inc. is a
member according to Code Section 414(b); (ii) an unincorporated trade or
business that is under common control with Dominion Resources, Inc., as
determined according to Code Section 414(c); or (iii) a member of an
affiliated service group of which Dominion Resources, Inc. is a member
according to Code Section 414(m).
1.3. "Beneficiary" means the person, persons, entity, entities or the
estate of a Participant which, in accordance with the provisions of the
Retirement Plan, is entitled to receive a benefit under the Retirement Plan on
account of the Participant's death. If no person is entitled to receive a
benefit under the Retirement Plan on account of the Participant's death, the
Participant may designate another person, persons, entity, entities or his
estate as Beneficiary under the Plan.
1.4. "Benefit Restoration Account" means the Benefit Restoration
Account established under the Funding Plan on behalf of a Participant who also
participates in the Funding Plan.
1.5. "Change in Control" means the occurrence of any of the following
events: (i) any person, including a "group" as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934 becomes the owner or beneficial owner of
Dominion Resources, Inc. securities having 20% or more of the combined voting
power of the then outstanding Dominion Resources, Inc. securities that may be
cast for the election of Dominion Resources, Inc.'s directors (other than as a
result of an issuance of securities initiated by Dominion Resources, Inc., or
open market purchases approved by Dominion Resources, Inc.'s Board of
Directors, as long as the majority of Dominion Resources, Inc.'s Board of
Directors approving the purchases is also the majority at the time the
purchases are made); (ii) as the direct or indirect result of, or in
connection with, a cash tender or exchange offer, a merger or other business
combination, a sale of assets, a contested election, or any combination of
these transactions, the persons who were directors of Dominion Resources, Inc.
before such transactions cease to constitute a majority of Dominion Resources,
Inc.'s Board of Directors, or any successor's board, within two years of the
last of such transactions; or (iii) with respect to a particular Participant,
an event occurs with respect to the Company that employs that Participant such
that, after the event, the employing Company is no longer an Affiliate of the
Dominion Resources, Inc.
1.6. "Code" means the Internal Revenue Code of 1986, as amended.
1.7. "Company" means Dominion Resources, Inc., its predecessor, a
subsidiary or an Affiliate.
1.8. "Control Change Date" means the date on which a Change in Control
event occurs. If a Change in Control occurs on account of a series of
transactions, the Control Change Date is the date of the last of such
transactions.
1.9. "Eligible Employee" means an individual (i) who is employed by
Dominion Resources, Inc. or an Affiliate, (ii) who is a member of management
or a highly compensated employee, and (iii) whose Retirement Plan benefit is
reduced or limited by Code Section 401(a)(17), Code Section 415, or both.
1.10. "Funding Plan" means the Dominion Resources, Inc. Retirement
Benefit Funding Plan.
1.11 "O&C Committee" means (i) the Organization and Compensation
Committee of the Board of Directors of Dominion Resources, Inc. with respect
to an Eligible Employee who is employed by Dominion Resources, Inc., Dominion
Capital, Inc., Dominion Lands, Inc. or Dominion Energy, Inc. or any other
Affiliate which is not subject to regulation as a public service corporation
by the State Corporation Commission of Virginia ("DRI O&C Committee"); and
(ii) the Organization and Compensation Committee of the Board of Directors of
Virginia Electric and Power Company with respect to an Eligible Employee who
is employed by Virginia Electric and Power Company or any of its subsidiaries
("Virginia Power O&C Committee").
1.12. "Participant" means an Eligible Employee who is designated by the
appropriate O&C Committee. A "DRI Participant" is an Eligible Employee
designated by the DRI O&C Committee. A "Virginia Power Participant" is an
Eligible Employee designated by the Virginia Power O&C Committee. An
individual shall remain a Participant only so long as the individual remains
an Eligible Employee and his designation as a Participant has not been revoked
or rescinded.
1.13. "Plan" means the Dominion Resources, Inc. Retirement Benefit
Restoration Plan.
1.14. "Retirement" and "Retire" mean severance from employment with the
Company on or after attaining a vested or nonforfeitable interest in the
portion of his Retirement Plan benefit attributable to Company contributions;
except as provided in Article VI of the Plan.
1.15. "Retirement Plan" means the Dominion Resources, Inc. Retirement
Plan.
1.16. "Totally and Permanently Disabled" means a condition, determined
on the basis of medical evidence satisfactory to a physician designated by the
Administrative Benefit Committee, rendering a Participant, due to bodily
injury or disease, unable to perform services as follows: (i) during the first
two years of such disability (measured from the commencement of such
disability rather than the commencement of benefit payments) such Participant
is unable to perform any and every duty pertaining to his employment with the
Company; and (ii) thereafter, such Participant is unable to engage in any
occupation or perform any work for compensation or profit for which he is or
may become reasonably fitted by education, training or experience. In no
event shall such condition be deemed to exist during any period that the
Participant is not under the regular care and attendance of a legally
qualified physician during any period that he engages in any occupation or
performs any work for compensation or profit.
Article II
Participation
An Eligible Employee who is designated to participate in the Plan by the
appropriate O&C Committee shall become a Participant in the Plan as of the
date specified by the appropriate O&C Committee. A Participant shall continue
to participate in the Plan until such date as the appropriate O&C Committee
may declare that he is no longer a Participant or until the date that he is no
longer an Eligible Employee.
Article III
Benefits
Except as provided in Article IV and subject to the limitations set
forth in Articles VI and VII, the benefits of a Participant and his
Beneficiary shall be as follows:
3.1. Upon Retirement a Participant shall be entitled to a monthly
Retirement benefit equal to the difference between (a) and (b) below where:
(a) = the monthly benefit that would have been payable to the
Participant under the Retirement Plan but for the
application of the limits set forth in Code Sections
401(a)(17) and 415; and
(b) = the monthly benefit that the Participant is entitled to
receive under the Retirement Plan.
The payment of the benefit under this Section 3.1 shall begin as of the same
date that the Participant's retirement benefit under the Retirement Plan is
scheduled to commence. The benefit payable under this Section 3.1 also shall
be determined as of the date that the Participant's retirement benefit under
the Retirement Plan is scheduled to commence.
Except as provided below, the benefit payable under this Section 3.1
shall be computed and paid in the same form as the Participant's retirement
benefit under the Retirement Plan; provided, however, that upon the
Participant's death no further benefit shall be payable under this Plan except
as provided in Section 3.3. In lieu of receiving the same form of retirement
benefit as under the Retirement Plan, a Participant may elect to receive an
actuarial equivalent of said benefit as a single lump sum payment. The
Participant must make the election at least six (6) months prior to the
commencement of the receipt of benefits. The Participant must make the
election of a single lump sum payment either (i) at least six (6) months prior
to the commencement of the receipt of benefits or (ii) at least one (1) month
prior to the commencement of the receipt of benefits if the election is
approved by the Administrative Benefit Committee or the appropriate O&C
Committee in its absolute discretion. Upon the denial of a Participant's
election, the Participant shall receive the benefits provided under the Plan
in the form that is otherwise payable absent the election. The actuarial
equivalent of the benefit payable under this Section 3.1 shall be computed
using the actuarial factors used for calculation of lump sum benefit payments
under the Retirement Plan as of the date that the Participant's retirement
benefit under the Retirement Plan is scheduled to commence. In lieu of
receiving the same form of retirement benefit as under the Retirement Plan, a
Participant who is not eligible to elect a survivor benefit form of payment
under the Retirement Plan also may elect to receive an actuarial equivalent of
said benefit in any form of survivor benefit otherwise provided under the
Retirement Plan with the survivor benefit payable to the Participant's
Beneficiary under the Plan.
3.2. If the Participant becomes Totally and Permanently Disabled prior
to his Retirement and during his employment with the Company, he shall be
entitled to receive a benefit calculated and paid in the manner set forth in
Section 3.1.
3.3. (a) Upon the Participant's death if the Beneficiary is entitled
to a benefit under the Retirement Plan, the Beneficiary shall be entitled to a
monthly benefit under this Plan equal to the difference between (x) and (y)
where:
(x) = the monthly benefit that would have been payable to the
Beneficiary but for the application of Code Sections 401(a)
17 and 415 in the calculation of the Participant's accrued
benefit under the Retirement Plan; and
(y) = the monthly benefit that the Beneficiary is entitled to
receive under the Retirement Plan.
The payment of the benefit under this Section 3.3(a) shall begin as of the
same date that the Beneficiary's benefit under the Retirement Plan is
scheduled to commence. The amount payable under this Section 3.3 also shall
be determined as of the date that the Beneficiary's benefit under the
Retirement Plan is scheduled to commence. The benefit payable under this
Section 3.3(a) shall be computed and paid in the same form as the benefit
payable to the Beneficiary under the Retirement Plan.
(b) Upon the Participant's death before the commencement of benefits to
the Participant, if the Beneficiary is not entitled to a benefit under the
Retirement Plan, the Beneficiary shall be entitled to a monthly benefit under
this Plan equal to fifty percent (50%) of the actuarial present value of the
Participant's benefit payable under Section 3.1 (determined under the
actuarial factors used for calculation of lump sum benefit payments under the
Retirement Plan). The payment of the benefit under this Section 3.3(b) shall
be made as soon as administratively possible after the Participant's death.
The amount payable under this Section 3.3(b) shall be determined as of the
date of the Participant's death. The benefit payable under this Section
3.3(b) shall be computed and paid in the form of a lump sum payment.
(c) Upon the Participant's death after the commencement of benefits to
the Participant, if the Beneficiary is not entitled to a benefit under the
Retirement Plan, the Beneficiary shall be entitled to the continuation of the
form of benefit elected by the Participant under Section 3.1, if the form of
benefit provides for payment of a benefit after the Participant's death. The
payment of the benefit under this Section 3.3(c) shall begin as of the date of
the Participant's death.
Article IV
Coordination of Benefits
The amount payable in any month to a Participant or a Beneficiary under
the Plan shall be reduced, but not below zero, by the Pre-Tax Value of the
amount payable for the month in question from the Participant's Benefit
Restoration Account in the Funding Plan. The Pre-Tax Value of the payments
from the Participant's Benefit Restoration Account shall be the amount that,
after payment of any applicable federal, state, and local income and
employment taxes, would yield the amount of the payment from the Benefit
Restoration Account, taking into consideration the extent to which, if any,
that the payment from the Benefit Restoration Account is taxable to the
Participant. The determination of the Pre-Tax Value shall be made on the
basis of a policy or guidelines adopted by the appropriate O&C Committee using
the maximum rates of federal, state, and local income and employment taxes
that are applicable to the Participant or Beneficiary. Benefits payable under
the Plan shall not be reduced by any payment to a Participant under Section
6.05 of the Funding Plan.
Article V
Guarantees
Dominion Resources, Inc. and Virginia Power have only a contractual
obligation to make payments of the benefits described in Article III. All
benefits are to be satisfied solely out of the general corporate assets of
Dominion Resources, Inc. or Virginia Power which shall remain subject to the
claims of its creditors. No assets of Dominion Resources, Inc. or Virginia
Power will be segregated or committed to the satisfaction of its obligations
to any Participant or Beneficiary under this Plan. If Dominion Resources,
Inc., in its sole discretion, or Virginia Power, in its sole discretion,
elects to purchase life insurance on the life of a Participant in connection
with the Plan, the Participant must submit to a physical examination, if
required by the insurer, and otherwise cooperate in the issuance of such
policy or his rights under the Plan will be forfeited.
Article VI
Termination of Employment
6.1. The Plan does not in any way limit the right of the Company at any
time and for any reason to terminate the Participant's employment or such
Participant's status as an Eligible Employee. In no event shall the Plan, by
its terms or by implication, constitute an employment contract of any nature
whatsoever between the Company and a Participant.
6.2. A Participant who ceases to be an Eligible Employee or whose
employment with the Company is terminated either with or without cause, for
reasons other than death, Retirement or Total and Permanent Disability shall
immediately cease to be a Participant under this Plan and shall forfeit all
rights under this Plan. Further, in no event shall an individual who was a
Participant but is not a Participant at the time of such individual's death,
Retirement or Total and Permanent Disability, be entitled to any benefit under
the Plan. A Participant on authorized leave of absence from the Company shall
not be deemed to have terminated employment or lost his status as an Eligible
Employee for the duration of such leave of absence.
6.3. Notwithstanding any contrary Plan provision, in the event the
employment of a Participant who is in the employ of a Company on a Control
Change Date relating to that Company is terminated (for reasons other than
death, Retirement, Total and Permanent Disability, or as a result of acts of
theft, embezzlement, fraud, or moral turpitude) before the end of the period
commencing on the Control Change Date and ending on the third anniversary of
such date, and whether or not he is a Participant at such time, he shall be
fully vested in a benefit payable under Article III as of the date his
employment is terminated. During this same period, a Participant who
voluntarily terminates employment within sixty (60) days after (i) he does not
receive salary increases, bonuses, and incentive awards comparable to the
increases, bonuses and awards that he received in prior years or that other
executives in comparable positions receive in the current year; or (ii) his
compensation or employment-related benefits are reduced; or (iii) his status,
title(s), or management responsibilities are diminished (other than changes in
reporting or management responsibilities to reflect sound practices commonly
followed by enterprises comparable to the Company employing Participant or
required by applicable federal or state law) or within sixty days after the
last in a series of such events will be deemed to have terminated under
circumstances requiring full vesting under this Section 6.3.
6.4. A Participant who ceases to be an employee of the Company and who
is subsequently reemployed by the Company shall not accrue any additional
benefits on account of such later service for periods in which he is not a
Participant.
Article VII
Termination, Amendment or Modification of Plan
7.1. Except as otherwise specifically provided, Dominion Resources,
Inc. reserves the right to terminate, amend or modify this Plan, wholly or
partially, at any time and from time to time as to DRI Participants. Such
right to terminate, amend or modify the Plan shall be exercised for Dominion
Resources, Inc. by its Board of Directors. Except as otherwise specifically
provided, Virginia Power reserves the right to terminate, amend or modify this
Plan, wholly or partially, at any time and from time to time as to Virginia
Power Participants. Such right to terminate, amend or modify the Plan shall
be exercised for Virginia Power by its Board of Directors. Notwithstanding
the preceding, with respect to an affected Participant, the Plan and Section
6.3 may not be amended, modified or terminated after a Control Change Date
before the end of the period specified in that section unless the affected
Participant agrees to such amendment, modification or termination in writing.
7.2. Section 7.1 notwithstanding, no action to terminate the Plan shall
be taken except upon written notice to each Participant to be affected
thereby, which notice shall be given not less than thirty (30) days prior to
such action.
7.3. Any notice which shall be or may be given under the Plan shall be
in writing and shall be mailed by United States mail, postage prepaid. If
notice is to be given to Dominion Resources, Inc. or Virginia Power, such
notice shall be addressed to their respective corporate offices; addressed to
the attention of the Corporate Secretary. If notice is to be given to a
Participant, such notice shall be addressed to the Participant's last known
address.
7.4. The rights of Dominion Resources, Inc. and Virginia Power set
forth in Section 7.1 are subject to the condition that its Board of Directors
shall take no action to terminate the Plan or decrease the benefit that would
become payable or is payable, as the case may be, with respect to a
Participant who has earned a vested or nonforfeitable interest in the portion
of his Retirement Plan benefit attributable to Company contributions.
7.5. Except as provided in Section 6.3, 7.1, and 7.4, upon the
termination of this Plan as to Dominion Resources, Inc. by its Board of
Directors, the Plan shall no longer be of any further force or effect as to
DRI Participants, and neither Dominion Resources, Inc. nor any DRI
Participant shall have any further obligation or right under this Plan.
Except as provided in Section 6.3, 7.1, and 7.4, upon the termination of this
Plan as to Virginia Power by its Board of Directors, the Plan shall no longer
be of any further force or effect as to Virginia Power Participants, and
neither Virginia Power nor any Virginia Power Participant shall have any
further obligation or right under this Plan. Likewise, the rights of any
individual who was a Participant and whose designation as a Participant is
revoked or rescinded by the appropriate O&C Committee shall cease upon such
action.
Article VIII
Other Benefits and Agreements
Except as provided in Article IV, the benefits provided for a
Participant and his Beneficiary under the Plan are in addition to any other
benefits available to such Participant under any other plan or program of the
Company for its employees, and, except as may otherwise be expressly provided
for, the Plan shall supplement and shall not supersede, modify or amend any
other plan or program of the Company in which a Participant is participating.
Article IX
Restrictions on Transfer of Benefits
No right or benefit under the Plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance or charge, and any attempt
to do so shall be void. No right or benefit hereunder shall in any manner be
liable for or subject to the debts, contracts, liabilities, or torts of the
person entitled to such benefit. If any Participant or Beneficiary under the
Plan should become bankrupt or attempt to anticipate, alienate, sell, assign,
pledge, encumber or charge any right to a benefit hereunder, then such right
or benefit, in the discretion of the appropriate O&C Committee, shall cease
and terminate, and, in such event, the appropriate O&C Committee may hold or
apply the same or any part thereof for the benefit of such Participant or
Beneficiary, his or her spouse, children, or other dependents, or any of them,
in such manner and in such portion as the appropriate O&C Committee may deem
proper.
Article X
Administration of the Plan
10.1. The Plan shall be administered by the Administrative Benefit
Committee. Subject to the provisions of the Plan, the Administrative Benefit
Committee may adopt such rules and regulations as may be necessary to carry
out the purposes hereof. The Administrative Benefit Committee's
interpretation and construction of any provision of the Plan shall be final
and conclusive.
10.2. Dominion Resources, Inc. and Virginia Power shall indemnify and
save harmless each member of the Administrative Benefit Committee and each
member of its own O&C Committee against any and all expenses and liabilities
arising out of his membership on such Committee, excepting only expenses and
liabilities arising out of his own willful misconduct. Expenses against which
a member of an O&C Committee or the Administrative Benefit Committee shall be
indemnified hereunder shall include without limitation, the amount of any
settlement or judgment, costs, counsel fees, and related charges reasonably
incurred in connection with a claim asserted, or a proceeding brought or
settlement thereof. The foregoing right of indemnification shall be in
addition to any other rights to which any such member may be entitled.
10.3. In addition to the powers hereinabove specified, the
Administrative Benefit Committee shall have the power to compute and certify
the amount and kind of benefits from time to time payable to Participants and
their Beneficiaries under the Plan, to authorize all disbursements for such
purposes, and to determine whether a Participant is entitled to a benefit
under Section 3.2.
10.4. To enable the Administrative Benefit Committee to perform its
functions, the Company shall supply full and timely information to the
Administrative Benefit Committee on all matters relating to the compensation
of all Participants, their retirement, death or other cause for termination of
employment, and such other pertinent facts as the appropriate O&C Committee
may require.
Article XI
Miscellaneous
11.1. The Plan shall be binding upon Dominion Resources, Inc. and its
successors and assigns and Virginia Power and its successors and assigns;
subject to the powers set forth in Article VII, and upon a Participant, his
Beneficiary, and either of their assigns, heirs, executors and administrators.
11.2. To the extent not preempted by federal law, the Plan shall be
governed and construed under the laws of the Commonwealth of Virginia as in
effect at the time of their adoption and execution, respectively.
11.3. Masculine pronouns wherever used shall include feminine pronouns
and the use of the singular shall include the plural.
IN WITNESS WHEREOF, this instrument has been executed this 12th day of
May, 1997.
DOMINION RESOURCES, INC.
By /s/LINWOOD R. ROBERTSON
Linwood R. Robertson
Executive Vice President and Chief
Financial Officer
VIRGINIA ELECTRIC AND POWER COMPANY
By /s/T. J. O'NEIL
T. J. O'Neil
Vice President, Human Resources