Exhibit 10(iii)*
DOMINION RESOURCES, INC.
RETIREMENT BENEFIT FUNDING PLAN
Effective June 29, 1990
and
Amended and Restated
September 1, 1996
TABLE OF CONTENTS
Article Page
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . .1
ARTICLE I - DEFINITIONS. . . . . . . . . . . . . . . . . . . . .2
1.1 Account . . . . . . . . . . . . . . . . . . . . .2
1.2 Administrative Benefit Committee. . . . . . . . .2
1.3 Administrative and Investment Benefit Committee .2
1.4 Affiliate . . . . . . . . . . . . . . . . . . . .2
1.5 After-Tax Value . . . . . . . . . . . . . . . . .2
1.6 Alternate Payee . . . . . . . . . . . . . . . . .2
1.7 Beneficiary . . . . . . . . . . . . . . . . . . .2
1.8 Benefit Restoration Plan. . . . . . . . . . . . .3
1.9 Code. . . . . . . . . . . . . . . . . . . . . . .3
1.10 DRI . . . . . . . . . . . . . . . . . . . . . . .3
1.11 DRI Board . . . . . . . . . . . . . . . . . . . .3
1.12 DRI O&C Committee . . . . . . . . . . . . . . . .3
1.13 DRI Participant . . . . . . . . . . . . . . . . .3
1.14 Employer. . . . . . . . . . . . . . . . . . . . .3
1.15 ERISA . . . . . . . . . . . . . . . . . . . . . .3
1.16 ESRP. . . . . . . . . . . . . . . . . . . . . . .3
1.17 Investment Manager. . . . . . . . . . . . . . . .3
1.18 Nonregulated Subsidiary . . . . . . . . . . . . .3
1.19 Participant . . . . . . . . . . . . . . . . . . .3
1.20 Plan. . . . . . . . . . . . . . . . . . . . . . .3
1.21 Plan Year . . . . . . . . . . . . . . . . . . . .3
1.22 Qualified Domestic Relations Order. . . . . . . .3
1.23 Special Trust . . . . . . . . . . . . . . . . . .4
1.24 Trust . . . . . . . . . . . . . . . . . . . . . .4
1.25 Trustee . . . . . . . . . . . . . . . . . . . . .4
1.26 Trust Fund. . . . . . . . . . . . . . . . . . . .4
1.27 Valuation Date. . . . . . . . . . . . . . . . . .4
1.28 Virginia Power. . . . . . . . . . . . . . . . . .4
1.29 Virginia Power Board. . . . . . . . . . . . . . .4
1.30 Virginia Power O&C Committee. . . . . . . . . . .4
1.31 Virginia Power Participant. . . . . . . . . . . .4
ARTICLE II - PARTICIPATION . . . . . . . . . . . . . . . . . . .4
ARTICLE III - CONTRIBUTIONS. . . . . . . . . . . . . . . . . . .4
3.1 Employer Contributions. . . . . . . . . . . . . .4
3.2 Transfer Contributions. . . . . . . . . . . . . .5
3.3 General Provisions on Contributions . . . . . . .5
3.4 Contributions For Income Taxes. . . . . . . . . .5
ARTICLE IV - ALLOCATIONS . . . . . . . . . . . . . . . . . . . .5
4.1 Participants' Accounts. . . . . . . . . . . . . .5
4.2 Allocation of Contributions and Transfers . . . .5
4.3 Schedule of Contributions . . . . . . . . . . . .6
4.4 Other Allocations . . . . . . . . . . . . . . . .6
4.5 Subaccount Recordkeeping. . . . . . . . . . . . .6
ARTICLE V - VESTING. . . . . . . . . . . . . . . . . . . . . . .7
ARTICLE VI - DISTRIBUTIONS . . . . . . . . . . . . . . . . . . .7
6.1 Periodic Distributions. . . . . . . . . . . . . .7
6.2 Separation from Service . . . . . . . . . . . . .7
6.3 Participants in Pay Status. . . . . . . . . . . .8
6.4 Death Benefits. . . . . . . . . . . . . . . . . .9
6.5 Special Distribution. . . . . . . . . . . . . . .9
ARTICLE VII - APPOINTMENTS AND ALLOCATIONOF FIDUCIARY RESPONSIBILITY9
7.1 Sponsor, Named Fiduciary. . . . . . . . . . . . .9
7.2 Accountant. . . . . . . . . . . . . . . . . . . .9
7.3 Insurer . . . . . . . . . . . . . . . . . . . . 10
7.4 Investment Manager. . . . . . . . . . . . . . . 10
7.5 Trustee . . . . . . . . . . . . . . . . . . . . 10
7.6 Allocation of Responsibility. . . . . . . . . . 10
7.7 General . . . . . . . . . . . . . . . . . . . . 10
7.8 Fiduciary Discretion. . . . . . . . . . . . . . 11
ARTICLE VIII - COMMITTEES. . . . . . . . . . . . . . . . . . . 11
8.1 General . . . . . . . . . . . . . . . . . . . . 11
8.2 Duties. . . . . . . . . . . . . . . . . . . . . 12
8.3 Agents. . . . . . . . . . . . . . . . . . . . . 12
ARTICLE IX - ADMINISTRATIVE OF THE PLAN. . . . . . . . . . . . 12
9.1 Duties of Participants and Beneficiaries. . . . 12
9.2 General . . . . . . . . . . . . . . . . . . . . 12
9.3 Disclosure. . . . . . . . . . . . . . . . . . . 13
9.4 Annual Accountings. . . . . . . . . . . . . . . 13
9.5 Expenses - Compensation . . . . . . . . . . . . 13
9.6 Directions to Trustee, Insurers and Investment Managers14
9.7 Claims Procedure. . . . . . . . . . . . . . . . 14
ARTICLE X - OBLIGATIONS OF EMPLOYER. . . . . . . . . . . . . . 15
10.1 No Contract or Inducement . . . . . . . . . . . 15
10.2 No right to Employment. . . . . . . . . . . . . 15
10.3 Obligation for Benefits . . . . . . . . . . . . 15
ARTICLE XI - AMENDMENT AND TERMINATION OF PLAN . . . . . . . . 15
11.1 Amendment of the Plan . . . . . . . . . . . . . 15
11.2 Termination of the Plan . . . . . . . . . . . . 16
ARTICLE XII - GENERAL PROVISIONS . . . . . . . . . . . . . . . 16
12.1 Interpretation. . . . . . . . . . . . . . . . . 16
12.2 Merger, Consolidation and Transfers of Assets or
Liabilities . . . . . . . . . . . . . . . . . . 16
12.3 Limitation on Assignment. . . . . . . . . . . . 16
12.4 Discharge of Liability. . . . . . . . . . . . . 17
12.5 Payments to Minors and Incompetents . . . . . . 17
12.6 Unclaimed Benefits. . . . . . . . . . . . . . . 17
12.7 Headings and Subheadings. . . . . . . . . . . . 17
12.8 Use of Masculine and Feminine, Singular and Plural17
12.9 Governing Law . . . . . . . . . . . . . . . . . 17
12.10 Errors and Omissions . . . . . . . . . . . 17
EXECUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
INTRODUCTION
Dominion Resources, Inc., Virginia Electric and Power Company, the
Affiliates, and the Nonregulated Subsidiaries have made various benefit
promises and commitments to certain of their current and former elected
officers. The Board of Directors of Dominion Resources, Inc. and the Board of
Directors of Virginia Electric and Power Company determined that the adoption
of the Dominion Resources, Inc. Retirement Benefit Funding Plan, which is
designed to permit the funding of certain benefits promised to Participants,
would assist them in attracting and retaining those employees whose judgment,
abilities, and experience will contribute to the continued success of Dominion
Resources, Inc. and Virginia Electric and Power Company.
The Plan is intended to be an employee pension benefit plan within the
meaning of Section 3(2) of ERISA. The Plan and Trust shall be administered
and interpreted in accordance with these intentions.
Due to changes in the Federal income tax laws and for other reasons,
Dominion Resources, Inc. and Virginia Electric and Power Company have
determined to cease contributions to the Plan to provide additional benefits
to Participants and to cease making new Participants in the Plan effective in
1996. The Plan and Trust shall be administered and interpreted in accordance
with all current tax laws and regulations until all funds have been paid from
the Plan in accordance with its terms.
ARTICLE I - DEFINITIONS
1.1 Account means the separate account that is established for each
Participant. A Participant's Account is comprised of three subaccounts: the
ESRP Account, the Benefit Restoration Account and the Credited Service
Account.
1.2 Administrative Benefit Committee means the committee comprised of
the individuals appointed by the Administrative and Investment Benefit
Committee in accordance with Section 8.1.
1.3 Administrative and Investment Benefit Committee means the
committee comprised of the individuals appointed by the DRI Board and the
Virginia Power Board in accordance with Section 8.1.
1.4 Affiliate means an employer, whether or not incorporated, which
with Virginia Power is treated as a single employer under Code section 414(b),
414(c), 414(m) or 414(n) as determined before the application of the
provisions of Code section 414(r), excluding DRI and the Nonregulated
Subsidiaries.
1.5 After-Tax Value means the amount that, after payment of any
applicable federal, state, and local income and employment taxes, would yield
the amount of the payment in question, taking into consideration the extent to
which, if any, that the payment from the Funding Plan is taxable to the
Participant. The determination of the After-Tax Value shall be made on the
basis of a policy or guidelines adopted by the DRI O&C Committee with respect
to DRI Participants or the Virginia Power O&C Committee with respect to
Virginia Power Participants, using the maximum rates of federal, state, and
local income and employment taxes that are applicable to the Participant,
Beneficiary, or beneficiary of a Beneficiary.
1.6 Alternate Payee means a Participant's spouse, former spouse, child
or other dependent who is recognized in a Qualified Domestic Relations Order
as having, or who is assigned, a right to receive all or a portion of the
benefit payable to a Participant under the Plan.
1.7 Beneficiary means an individual or entity that is entitled to
receive any benefits that may be payable under the Plan on or after a
Participant's death. The Participant's Beneficiary shall be determined in
accordance with the following subsections.
(a) The Beneficiary shall be the Participant's surviving spouse
unless such spouse has consented in writing to the Participant's designation
of a different Beneficiary. The surviving spouse's consent must be in
writing, must acknowledge the effect of the Participant's election, and must
be witnessed by a Plan representative or notary public. With the consent of
the surviving spouse, the provisions in subsection (b) are effective for that
Participant. The provisions of subsection (b) also shall be effective with
respect to a Participant if the Administrative Benefit Committee is satisfied
that the consent of the surviving spouse cannot be obtained because the
Participant has no spouse, because the spouse cannot be located, or because
such other circumstances are applicable regulations may provide.
(b) Except as provided in subsections (a) and (c), the
Beneficiary shall be the individual or entity designated by the Participant.
In the absence of an effective designation and if subsections (a) and (c) are
not applicable, the Beneficiary shall be the surviving spouse, if any, then
the Participant's descendants, per stirpes, and if none, the Participant's
estate.
(c) To the extent provided in a Qualified Domestic Relations
Order, the Beneficiary shall be the Alternate Payee recognized by the order as
having a right to receive all or a portion of the benefits payable under the
Plan on behalf of the Participant following the Participant's death.
1.8 Benefit Restoration Plan means the Dominion Resources, Inc.
Retirement Benefit Restoration Plan.
1.9 Code means the Internal Revenue Code of 1986, as amended.
1.10 DRI means Dominion Resources, Inc.
1.11 DRI Board means the Board of Directors of DRI.
1.12 DRI O&C Committee means the Organization and Compensation
Committee of the DRI Board.
1.13 DRI Participant means an individual who is or was an elected
officer of DRI or a Nonregulated Subsidiary and who has been designated to
participate in the Plan in accordance with Article II.
1.14 Employer means DRI, Virginia Power, each Affiliate that, with the
approval of the Virginia Power Board, and each Nonregulated Subsidiary that,
with the approval of the DRI Board, has elected to contribute to the Plan on
behalf of one or more employees.
1.15 ERISA means the Employee Retirement Income Security Act of 1974,
as amended.
1.16 ESRP means the Dominion Resources, Inc. Executive Supplemental
Retirement Plan.
1.17 Investment Manager means a fiduciary who satisfies the
requirements of ERISA section 3(38) and who is appointed by the Administrative
Benefits Committee to manage, acquire, or dispose of Trust Fund assets.
1.18 Nonregulated Subsidiary means Dominion Capital, Inc., Dominion
Energy, Inc., Dominion Lands, Inc. or another corporation (i) in which DRI
owns stock possessing at least 50 percent of the combined voting power of all
classes of stock, (ii) which is not subject to regulation as a public service
corporation by the State Corporation Commission of Virginia and (iii) which is
not an Affiliate.
1.19 Participant means an individual who satisfies the requirements of
Article II and includes the DRI Participants and the Virginia Power
Participants.
1.20 Plan means the Dominion Resources, Inc. Retirement Benefit Funding
Plan.
1.21 Plan Year means the calendar year.
1.22 Qualified Domestic Relations Order means a judgment, decree,
order, or approval of a property settlement that satisfies the requirements of
ERISA section 206(d)(3)(B).
1.23 Special Trust means the Dominion Resources, Inc. Special Trust
Agreement between DRI and Mellon Bank, N.A. and effective as of December 1,
1986.
1.24 Trust means the entity created pursuant to the agreement among
DRI, Virginia Power and the Trustee relating to the Plan.
1.25 Trustee means Mellon Bank, N.A.
1.26 Trust Fund means the assets of the Plan that are held in the
Trust.
1.27 Valuation Date means the last business day of each calendar
quarter.
1.28 Virginia Power means Virginia Electric and Power Company.
1.29 Virginia Power Board means the Board of Directors of Virginia
Power.
1.30 Virginia Power O&C Committee means the Organization and
Compensation Committee of the Virginia Power Board.
1.31 Virginia Power Participant means an individual who is or was an
elected officer of Virginia Power and who has been designated to participate
in the Plan in accordance with Article II.
ARTICLE II - PARTICIPATION
An individual who is or was an elected officer of Virginia Power or an
Affiliate and who is designated by the Virginia Power Board to participate in
the Plan shall be a Participant. An individual who is or was an elected
officer of DRI or a Nonregulated Subsidiary and who is designated by the DRI
Board to participate in the Plan shall be a Participant. The Administrative
Benefit Committee shall notify each individual upon his qualification to
become a Participant in the Plan. Participation in the Plan ceases when a
Participant's entire Account in the Plan has been distributed. No individual
shall become a Participant after December 31, 1996.
ARTICLE III - CONTRIBUTIONS
3.1 Employer Contributions.
In each Plan Year, each Employer shall contribute to the Trust
Fund the amount, if any, that the Employer determines in its discretion to be
its contribution for the Plan Year. An Employer's contribution shall be made
only from its current or accumulated profits, as determined on the basis of
its financial statements and in accordance with its standard and customary
accounting practices for financial reporting. If an Employer is prevented
from making a contribution for any Plan Year because it lacks sufficient
current or accumulated profits, that Employer's contribution may be made, but
is not required to be made, by one or more other Employers. Notwithstanding
the foregoing, all Employer contributions on behalf of Virginia Power
Participants are subject to the approval of the Virginia Power Board and all
contributions on behalf of DRI Participants are subject to the approval of the
DRI Board. Contributions to the Trust Fund for allocation to Participants'
Accounts shall cease as of December 31, 1996, except to the extent
contributions are made to the Trust Fund pursuant to Section 3.4.
3.2 Transfer Contributions.
In lieu of or in addition to a contribution pursuant to Section
3.1, an Employer may direct that an amount be transferred to the Trust from
the Special Trust. All such transfers on behalf of Virginia Power
Participants shall be subject to the approval of the Virginia Power Board and
all such transfers on behalf of DRI Participants shall be subject to the
approval of the DRI Board. In addition, all such transfers shall be in
accordance with the terms of the Special Trust.
3.3 General Provisions on Contributions.
(a) The Trustee is not required to collect Employer
contributions or transfer contributions pursuant to Section 3.2 and is
responsible only for assets received in its capacity as Trustee. Subject to
the approval of the Virginia Power O&C Committee (with respect to Virginia
Power Participants) or the DRI O&C Committee (in the case of DRI
Participants), an Employer may cause each Plan Year's Employer contributions
or transfers pursuant to Section 3.2 to be paid to the Trust in installments
and on the dates that it selects.
(b) Unless allocated as of an earlier date, any contributions
made to the Plan by an Employer or transferred pursuant to Section 3.2 after
the first day of a Plan Year may be held by the Trustee and invested as a
segregated account, commingled with the Trust Fund, and allocated to
Participants' Accounts as of the last day of the Plan Year. The Trustee shall
maintain such records as may be necessary to assure that such contributions
and amounts attributable to such contributions are allocated to the proper
Participants' Accounts as otherwise provided by the Plan.
3.4 Contributions For Income Taxes.
For each Plan Year beginning after December 31, 1996, DRI in its
discretion may contribute to the Trust Fund the amount, if any, that the
Trustee informs DRI is the allocable portion of any income taxes imposed on
the Trust Fund with respect to Accounts of DRI Participants. For each Plan
Year beginning after December 31, 1996, Virginia Power in its discretion may
contribute to the Trust Fund the amount, if any, that the Trustee informs
Virginia Power is the allocable portion of any income taxes imposed on the
Trust Fund with respect to Accounts of Virginia Power Participants.
ARTICLE IV - ALLOCATIONS
4.1 Participants' Accounts.
The Administrative Benefit Committee shall cause an Account to be
established and maintained in the name of each Participant. Each
Participant's Account shall be comprised of up to three subaccounts: an ESRP
Account, a Benefit Restoration Account, and a Credited Service Account. Each
Participant's Accounts shall be credited with the Participant's share of
amounts contributed or transferred to the Trust pursuant to Article III, as
well as a proportionate share of the net earnings, gains, or losses of the
Trust Fund and any distributions from the Account.
4.2 Allocation of Contributions and Transfers.
Amounts contributed or transferred to the Trust pursuant to
Article III, if any, shall be allocated among Participants' Accounts as of the
date specified by the Virginia Power O&C Committee (in the case of Virginia
Power Participants) or the DRI O&C Committee (in the case of DRI Participants)
or, if no date is specified, the last day of the Plan Year. Amounts
contributed to the Trust pursuant to Section 3.4 shall be allocated among
Participants' Accounts as of the date received by the Trustee.
4.3 Schedule of Contributions.
At least annually, the Administrative Benefit Committee shall
furnish the Trustee a schedule showing as to each Participant the amount, if
any, of contributions or transfers pursuant to Article III to be allocated to
each Participant's Account. The Administrative Benefit Committee also shall
provide to the Trustee a schedule showing the amount of any such contribution
or transfer that is to be allocated to the ESRP Account, the Benefit
Restoration Account, and the Credited Service Account of each Participant.
For amounts contributed to the Trust pursuant to Section 3.4, the
Administrative Benefit Committee shall furnish the Trustee a schedule showing
the amount to be allocated to each Participant's Account and, within such
Account, to such Participant's ESRP Account, Benefit Restoration Account and
Credited Service Account.
4.4 Other Allocations.
(a) As of each Valuation Date, before crediting any amounts
allocated to a Participant's Account under Section 4.2, the Trustee shall
revalue the net assets of the Trust Fund at their then current market value to
reflect any increase or decrease in the value of the investments of the Trust
Fund as of that date as compared with the total value of the Trust Fund on the
last preceding Valuation Date.
(b) As of each Valuation Date, after revaluing the assets of the
Trust Fund as provided in subsection (a) and before crediting any amounts
allocated to a Participant's Account under Section 4.2, the Trustee shall
apportion among the separate Accounts of all Participants the net income or
loss earned by the Trust Fund during the period following the preceding
Valuation Date. Such income or loss shall be apportioned on the basis of the
Account balances of the Participants as of the beginning of such Plan Year.
(c) If any interim contributions or transfers have been held in
a segregated account as provided in Section 3.3(b), any income attributable to
such contributions shall be allocated to the appropriate Account of each
Participant to whom such contributions or transfers are allocated.
4.5 Subaccount Recordkeeping.
Allocations to a Participant's Account pursuant to Sections 4.2
and 4.4 shall be further allocated between each Participant's ESRP Account,
Benefit Restoration Account, and Credited Service Account. The further
allocation of amounts allocated pursuant to Section 4.2 shall be made on the
basis of the Employer's direction, as approved by the Virginia Power O&C
Committee (in the case of Virginia Power Participants) or the DRI O&C
Committee (in the case of DRI Participants), and as reflected in the schedule
described in Section 4.3. The further allocation of amounts allocated
pursuant to Section 4.4 shall be made on the basis of the relative value of
the Participant's ESRP Account, the Benefit Restoration Account, and the
Credited Service Account as of the immediately preceding Valuation Date.
ARTICLE V - VESTING
Each Participant shall at all times have a fully vested and
nonforfeitable interest in his Account.
ARTICLE VI - DISTRIBUTIONS
6.1 Periodic Distributions.
As soon as practicable after an amount is allocated to a
Participant's Account under Section 4.2, but in any event before the April 15
of the Plan Year following the Plan Year in which the allocation was made, a
distribution shall be made from the Account of each Participant as provided in
the following sentences. The amount to be distributed shall be the amount
that the Virginia Power O&C Committee (in the case of Virginia Power
Participants) or the DRI O&C Committee (in the case of DRI Participants)
determines is required by the Participant to satisfy the federal, state, and
local income tax liability attributable to the allocation. The amount
distributed pursuant to this Section shall be charged to the Participant's
ESRP Account, Benefit Restoration Account, and Credited Service Account in
proportion to the contributions or transfers allocated to such subaccounts for
the Plan Year. No distribution shall be made from an Account to a Participant
with respect to any amount contributed pursuant to Section 3.4 that is
allocated to a Participant's Account.
6.2 Separation from Service.
(a) A Participant who separates from the service of DRI,
Virginia Power, any Affiliate or any Nonregulated Subsidiary after June 29,
1990, shall be entitled to the benefits that may be provided by his Account
balance as of the Valuation Date coincident with or immediately preceding such
date, plus any amounts that are subsequently allocated to his Account pursuant
to Article IV. Benefits shall be distributed to the Participant in accordance
with the following subsection (b) or (c).
(b) The Participant's ESRP Account shall be paid in the same
form as the Participant elects for his benefit payments under the ESRP. The
amount distributable from the Participant's ESRP Account shall be the After-Tax
Value of the amount required to satisfy fully the obligation of DRI and
Virginia Power to the Participant under the ESRP. The Participant's Credited
Service Account shall be paid in the form and at the times provided in any
contractual agreement related to the Participant's years of credited service
for employee benefit plan purposes. The amount distributable from the
Participant's Credited Service Account shall be the After-Tax Value of the
amount required to satisfy fully the obligation of DRI and Virginia Power to
the Participant under any contractual agreement related to the Participant's
years of credited service for employee benefit plan purposes. The
Participant's Benefit Restoration Account shall be paid in the same form as
provided for the Participant in the Benefit Restoration Plan. The amount
distributable from the Participant's Benefit Restoration Account shall be the
After-Tax Value of the amount required to satisfy fully the obligation of DRI
and Virginia Power to the Participant under the Benefit Restoration Plan.
(c) Distributions under Section 6.2(b) shall begin on the first
day of the month next following the day that the Participant separates from
the service of DRI, Virginia Power, an Affiliate, or a Nonregulated
Subsidiary. The payments to the Participant shall end when the entire value
of his Account has been distributed and the final payment to the Participant
shall equal his remaining balance in his Account. If there is any balance in
the Participant's Account when the Participant is no longer entitled to
payments under the ESRP, the Benefit Restoration Plan, or any contractual
agreement related to the Participant's years of credited service for employee
benefit plan purposes, the remaining balance in the Participant's Account
shall be paid to the Participant in a single lump sum.
6.3 Participants in Pay Status.
(a) A Participant who separated from the service of DRI,
Virginia Power, an Affiliate, or a Nonregulated Subsidiary on or before June
29, 1990, shall be entitled to receive his benefits as provided in the
following sentences. The value of the Account of a Participant described in
the preceding sentence may be segregated and, by way of example and not of
limitation, may be invested in a savings account, money market fund, or other
interest-bearing investment medium. The Administrative Benefit Committee
shall determine the projected Trust Fund earnings allocable to the
Participant's Account (based on the value of the Account as of the applicable
Valuation Date) during the period beginning with the Participant's selection
as a Participant and ending with the last month for which a benefit is payable
to the Participant under Dominion Resources, Inc. Executive Supplemental
Retirement Plan. The amount payable to the Participant each month shall be
the amount that, based on the Administrative Benefit Committee's determination
of projected earnings, will provide equal monthly payments to the Participant
during the period described in the preceding sentence. Notwithstanding the
foregoing, the amount distributable from the Participant's ESRP Account shall
not be greater than the amount required to fully satisfy the obligation of
Virginia Power and DRI to the Participant under the Dominion Resources, Inc.
Executive Supplemental Retirement Plan and the amount distributable from the
Participant's Credited Service Account shall not be greater than the amount
required to fully satisfy the obligation of Virginia Power and DRI to the
Participant under any contractual agreement related to the Participant's years
of credited service for employee benefit plan purposes. The payments to the
Participant shall end when the entire value of his Account has been
distributed and the final payment to the Participant shall equal his remaining
balance in his Account. The payments under this Section shall begin on the
first day of the month next following the day that the Participant is selected
to participate in the Plan.
(b) A Participant who is receiving payments from the Plan as of
January 1, 1997 shall be subject to the provisions of this Section 6.3(b).
Effective January 1, 1997, the amount distributable from the Participant's
ESRP Account shall be the After-Tax Value of the amount required to satisfy
fully the obligation of DRI and Virginia Power to the Participant under the
ESRP. Effective January 1, 1997, the amount distributable from the
Participant's Credited Service Account shall be the After-Tax Value of the
amount required to satisfy fully the obligation of DRI and Virginia Power to
the Participant under any contractual agreement related to the Participant's
years of credited service for employee benefit plan purposes. Effective
January 1, 1997, the amount distributable from the Participant's Benefit
Restoration Account shall be the After-Tax Value of the amount required to
satisfy fully the obligation of DRI and Virginia Power to the Participant
under the Benefit Restoration Plan. The payments to the Participant shall end
when the entire value of his Account has been distributed and the final
payment to the Participant shall equal his remaining balance in his Account.
If there is any balance in the Participant's Account when the Participant is
no longer entitled to payments under the ESRP, the Benefit Restoration Plan,
or any contractual agreement related to the Participant's years of credited
service for employee benefit plan purposes, the remaining balance in the
Participant's Account shall be paid to the Participant in a single lump sum.
6.4 Death Benefits.
(a) If a Participant dies after the commencement of benefit
payments under Section 6.2 or 6.3 but before he has received his entire
interest in his Account, the remainder of the Participant's interest in his
Account shall be paid to the Participant's Beneficiary in the same manner that
the Participant was receiving benefits before his death.
(b) If a Participant dies before the commencement of benefit
payments under Section 6.2 or 6.3, the value of his Account shall be paid to
his Beneficiary in the manner described in Section 6.2(b) or 6.3, as
applicable.
(c) A Beneficiary who is receiving benefits under this Section
may designate a beneficiary who will be entitled to receive any benefits that
remain to be paid to the Beneficiary after the Beneficiary's death. Such
designation shall be made in the same manner as the Participant's designation
of a Beneficiary.
6.5 Special Distribution
As of January 1, 1997, the Administrative Benefit Committee shall
determine which Participants have Accounts that are valued at $10,000 or less.
For such Participants, the Administrative Benefit Committee shall distribute
the entire value of each such Participant's Account to the Participant in a
single lump sum as of January 1, 1997. Any Participant who receives a
distribution under this Section 6.5 shall not be entitled to any further
benefits under the Plan. A distribution under this Section 6.5 shall not
reduce the amount which any Participant is entitled to under the ESRP, the
Benefit Restoration Plan, or any contractual agreement related to the
Participant's years of credited service for employee benefit plan purposes.
ARTICLE VII - APPOINTMENTS AND ALLOCATION
OF FIDUCIARY RESPONSIBILITY
7.1 Sponsor, Named Fiduciary.
DRI is hereby designated and appointed the sponsor and named
fiduciary of the Plan as to DRI Participants and Virginia Power is hereby
designated and appointed the sponsor and named fiduciary of the Plan as to
Virginia Power Participants.
7.2 Accountant.
To the extent required by law, the Administrative Benefit
Committee shall designate as accountant for the Plan a person recognized by
the Secretary of Labor as an independent qualified public accountant or a firm
which maintains on its staff at least one such person. Such entity shall be
engaged by the Administrative Benefit Committee to perform (to the extent
required by law) in accordance with generally accepted accounting principles
the examination of the financial statements and other books and records of the
Plan that are necessary to enable it to form and render an opinion as to
whether the financial statements and schedules required by law to be included
in the annual report of the Plan are presented fairly and in conformity with
generally accepted accounting principles applied on a basis consistent with
that of the preceding year and to render such other opinions and perform such
other services with regard to the Plan as may be necessary or desirable.
7.3 Insurer.
The Administrative Benefit Committee may designate one or more
insurance companies licensed to do business in Virginia to invest or insure
part or all of the assets of the Plan.
7.4 Investment Manager.
The Administrative Benefit Committee, acting as a named fiduciary
for this purpose, may appoint an Investment Manager to manage all or a
designated part of the assets of the Trust Fund. An Investment Manager shall
have complete control and authority over all matters concerning the investment
of assets under its direction and control, including brokerage transactions.
When an Investment Manager has been appointed and has accepted its fiduciary
responsibility to the Plan in writing, the Trustee shall be under no
obligation to invest the portion of the Trust Fund under the control of the
Investment Manager and shall not incur any liability with respect to that
portion of the Trust Fund unless it shall knowingly participate in or
knowingly conceal another party's breach of its fiduciary responsibilities
with respect to that portion of the Trust Fund. Nothing herein, however,
shall relieve the Trustee of responsibility for its acts or omissions as
Trustee.
7.5 Trustee.
The DRI Board and the Virginia Power Board must jointly appoint a
Trustee. A Trustee may resign at any time upon 60 days' written notice to DRI
and Virginia Power or such other period as may be agreed upon in writing by
DRI and Virginia Power and the Trustee. The DRI Board and the Virginia Power
Board may jointly act to remove a Trustee at any time upon like notice to the
Trustee. In either event, the DRI Board and the Virginia Power Board may
jointly appoint a successor Trustee or Trustees. Any successor Trustee shall
become vested with all the estate, rights, powers, discretion and duties of a
Trustee hereunder.
7.6 Allocation of Responsibility.
The DRI Board and the Virginia Power Board, through this document,
have delegated certain fiduciary responsibilities to the DRI O&C Committee,
the Virginia Power O&C Committee, the Administrative and Investment Benefit
Committee and the Administrative Benefit Committee. The DRI Board and the
Virginia Power Board (or any committee to which either has delegated a
function hereunder) shall have the power to further allocate fiduciary
responsibilities among other fiduciaries and to designate fiduciaries and
nonfiduciaries to carry out other responsibilities in order to provide for the
orderly operation and administration of the Plan. Any allocation, delegation,
or other assignment of duties with regard to the Plan shall continue until it
is revoked, modified, or altered. To the extent allowed by law, each
fiduciary's responsibility is limited to the duties allocated or assigned to
the fiduciary. Fiduciaries serving under the Plan may serve in more than one
fiduciary capacity.
7.7 General.
A person or entity serving in a fiduciary capacity to the Plan may
employ one or more persons to render advice as to his or its responsibilities
hereunder. Any person employed by DRI who is serving under the Plan without
compensation may, with the approval of the DRI O&C Committee, have his
reasonable expenses incurred in serving hereunder reimbursed from the Trust
Fund. Any person employed by Virginia Power who is serving under the Plan
without compensation may, with the approval of the Virginia Power O&C
Committee, have his reasonable expenses incurred in serving hereunder
reimbursed from the Trust Fund.
7.8 Fiduciary Discretion.
In discharging the duties assigned to it under the Plan, each
fiduciary has the discretion to interpret the Plan; adopt, amend, and rescind
rules and regulations pertaining to his or its duties under the Plan; and to
make all other determinations necessary or advisable for the discharge of his
or its duties under the Plan. Each fiduciary's discretionary authority is
absolute and exclusive if exercised in a uniform and nondiscriminatory manner
with respect to all similarly situated individuals. The express grant in the
Plan of any specific power to a fiduciary with respect to any duty assigned to
him or it under the Plan must not be construed as limiting any power or
authority of the fiduciary to discharge him or its duties.
ARTICLE VIII - COMMITTEES
8.1 General.
One or more committees may be established to carry out various
functions relating to the Plan. The committees currently constituted, how
they are appointed and their specific responsibilities are as follows:
(a) Virginia Power O&C Committee. The Virginia Power O&C
Committee is a committee of and appointed by the Virginia Power Board. It is
responsible for recommending to the Virginia Power Board: contributions or
transfers pursuant to Article III on behalf of Virginia Power Participants,
allocations to Virginia Power Participants' Accounts, and amendments to the
Plan or the Trust as to Virginia Power Participants. The Virginia Power O&C
Committee is also responsible for establishing a funding policy for the Plan
with respect to Virginia Power Participants.
(b) DRI O&C Committee. The DRI O&C Committee is a committee of
and appointed by the DRI Board. It is responsible for recommending to the DRI
Board: contributions or transfers pursuant to Article III on behalf of DRI
Participants, allocations to DRI Participants' Accounts, and amendments to the
Plan or the Trust as to DRI Participants. The DRI O&C Committee is also
responsible for establishing a funding policy for the Plan with respect to DRI
Participants.
(c) Administrative and Investment Benefit Committee. The
Administrative and Investment Benefit Committee is appointed by the DRI Board
and the Virginia Power Board. This committee is responsible for establishing
an investment policy for the Plan. This committee also appoints the
Administrative Benefit Committee.
(d) Administrative Benefit Committee. This committee is
responsible for: selecting an accountant and Investment Managers;
communicating the Plan's investment policy (established by the Administrative
and Investment Benefit Committee) to the Trustee and any Investment Manager;
the review of the Trust Fund's investment performance; assuring that
established investment policies are carried out; supervising administration;
determining benefits; and maintaining records.
8.2 Duties.
Each committee shall have control of the duties set out in Section
8.1 or specifically allocated to it under Article VII or which are delegated
to it by the Virginia Power Board or the DRI Board, as practicable, and shall
have all necessary powers to carry out its duties. Any delegation of
authority by the Virginia Power Board or the DRI Board to a committee shall be
made in writing and specify the nature and scope of such delegation. In
exercising its duties hereunder, each committee shall at all times act in a
uniform, equitable and nondiscriminatory manner. Notwithstanding its powers
granted hereunder, no committee shall have the power to modify any provision
of the Plan in any way.
8.3 Agents.
Each committee may engage agents to assist it in its duties, and
may consult with counsel, who may be counsel for DRI or Virginia Power, with
respect to the meaning or construction of this document and its obligations
hereunder, or with respect to any action, proceeding, or question of law
related thereto.
ARTICLE IX - ADMINISTRATION OF THE PLAN
9.1 Duties of Participants and Beneficiaries.
Each Participant and Beneficiary shall furnish to the
Administrative Benefit Committee any information or proof requested of him and
reasonably required to administer the Plan.
9.2 General.
(a) The Administrative Benefit Committee, or such persons as it
may designate, shall be responsible for the operation and administration of
the Plan, except to the extent its duties are allocated to or assumed by other
persons or entities hereunder.
(b) The Administrative Benefit Committee shall establish rules
and procedures to be followed by the Participants and Beneficiaries in filing
applications for benefits and for furnishing and verifying proofs necessary to
establish any matters required in order to establish their rights to benefits
under the terms of the Plan.
(c) The Administrative Benefit Committee shall supply such full
and timely information on all matters relating to the Plan as (1) the Trustee,
(2) the accountant, (3) any insurance company and (4) any Investment Manager
may require for the effective discharge of their respective duties and
responsibilities.
(d) It shall be the duty of the Administrative Benefit Committee
to handle the day-to-day operations of the Plan, including distributing
booklets, notices and other information regarding the Plan; maintaining
Beneficiary designation forms; explaining the optional form of benefit payout
which may be elected by a Participant under the Plan; and communicating all
other matters relating to participation and entitlement to benefits to (1) the
Trustee and (2) the accountant as may be necessary to enable them to discharge
their duties and responsibilities. The Administrative Benefit Committee shall
carry out these duties in a uniform, equitable and nondiscriminatory manner
with regard to all Participants and Beneficiaries under similar circumstances.
9.3 Disclosure.
(a) The Administrative Benefit Committee shall see that
descriptions of the Plan are prepared as necessary for filing with the
Department of Labor and shall make available to Participants and Beneficiaries
receiving benefits under the Plan a summary of the Plan at such place and at
such times as may be required by federal statutes and regulations issued
thereunder.
(b) The Administrative Benefit Committee shall arrange for the
preparation and filing of such annual reports, including financial statements
of the Plan's assets and liabilities, schedules, receipts and disbursements
and changes in financial position in such form, at such place and at such
times as may be required by federal statutes and regulations. The
Administrative Benefit Committee shall furnish annually as required by law to
all Participants and Beneficiaries receiving benefits under the Plan a copy of
a summary of the financial statements of the Plan's assets and liabilities and
schedules of receipts and disbursements and such other material as is
necessary to fairly summarize the latest annual report at such times as may be
required by federal statutes and regulations.
(c) The Administrative Benefit Committee shall make available
copies of the Plan, copies of any contracts relating to the Plan, descriptions
of the Plan, and annual reports at its principal office for examination by any
Participant and any Beneficiary receiving benefits under the Plan.
(d) Upon written request of any Participant or any Beneficiary
receiving benefits under the Plan, the Administrative Benefit Committee shall
furnish him a copy of the latest updated summary plan description, plan
description, latest annual report and a copy of the Plan. The Administrative
Benefit Committee may make a reasonable charge for the costs of furnishing
such copies.
9.4 Annual Accountings.
To the extent required by law, the Administrative Benefit
Committee shall select and engage, on behalf of all Participants, an
independent qualified public accountant to certify and render an opinion that
the financial statements and schedules prepared in conjunction with the Plan
are presented fairly and are in conformity with generally accepted accounting
principles consistently applied; provided, however, that where assets are held
under a contract with an insurance company or in trust by a bank supervised
and subject to periodic examination by a state or federal agency and such
insurance company or bank prepares statements concerning such assets and
certifies that such statements are accurate and the statements are made a part
of the annual report, the accountant may rely on such statements as accurate.
9.5
Expenses - Compensation.
As permitted by ERISA, the reasonable expenses incurred in the
administration of the Plan may be paid by the Trustee or an insurance company
out of the Trust Fund. By way of example and not of limitation, the following
expenses may be paid out of the Trust Fund: the compensation of the Trustee
and any Investment Manager, fees for actuarial and accounting services, and
financial statement preparation and benefit processing fees. Any expenses
that are paid out of the Trust Fund shall be charged to the Account of each
Participant in the same proportion that the value of each Account bears to the
total value of the Trust Fund. To the extent that such expenses are not paid
by the Trustee or an insurance company, they shall be paid by Virginia Power
(to the extent that the expenses are attributable or allocable to Virginia
Power Participants) and DRI (to the extent that the expenses are attributable
or allocable to DRI Participants). Notwithstanding the foregoing, no employee
of DRI, Virginia Power, an Affiliate, or a Nonregulated Subsidiary shall be
entitled to compensation from the Trust Fund for services rendered to the
Plan.
9.6 Directions to Trustee, Insurers and Investment Managers.
All directions from DRI, Virginia Power or a committee to the
Trustee, an insurer or an Investment Manager shall be in writing from the
chief executive officer, the secretary or chairman of a committee, or such
person or persons as such individuals may designate in writing. Any Trustee,
insurer or Investment Manager may rely on directions from such persons and
shall act in accordance therewith, unless it knows or should know that the
directions constitute a breach of such person's or its own obligations under
the Plan.
9.7 Claims Procedure.
(a) All claims for benefits under the Plan shall be submitted to
the Administrative Benefit Committee, who shall have the initial
responsibility for determining the eligibility of any Participant or
Beneficiary for benefits. All claims for benefits shall be made in writing
and shall set forth the facts which such Participant or Beneficiary believes
to be sufficient to entitle him to the benefit claimed.
If a claim for benefits is denied in whole or in part, the
Administrative Benefit Committee shall give the claimant written notice of the
decision within 90 days of the date the claim was submitted. Such written
notice shall set forth in a manner calculated to be understood by the claimant
(1) the specific reason or reasons for the denial; (2) specific reference to
pertinent Plan provisions on which the denial is based; (3) a description of
any additional material or information necessary for the claimant to perfect
the claim, along with an explanation of why such material or information is
necessary; and (4) appropriate information about the steps to be taken if the
claimant wishes to submit the claim for review of the denial. If special
circumstances require an extension of time for processing the initial claim, a
written notice of the extension and the reason therefor shall be furnished to
the claimant before the end of the initial ninety-day period. In no event
shall such extension exceed 90 days.
(b) If the initial claim for benefits is denied in whole or in
part, or if the claimant has had no response to such claim within 90 days of
its submission (in which case the claim for benefits shall be deemed to be
denied), the claimant or his duly authorized representative, at the claimant's
sole expense, may appeal the denial to the Virginia Power O&C Committee (if
the claim is related to the participation of a Virginia Power Participant) or
the DRI O&C Committee (if the claim is related to the participation of a DRI
Participant). Notice of the appeal must be received by the appropriate
committee within 60 days of receipt of written notice of the denial of the
claim or 60 days from the date such claim is deemed to be denied. In pursuing
his appeal, the claimant or his duly authorized representative:
(1) may request in writing that the appropriate O&C
Committee review the denial;
(2) may review pertinent documents; and
(3) may submit issues and comments in writing.
The decision on review shall be made within 60 days of receipt of
the request for review, unless special circumstances require an extension of
time for processing, in which case a decision shall be rendered as soon as
possible, but not later than 120 days after receipt of the request for review.
If such an extension of time is required, written notice of the extension
shall be furnished to the claimant before the end of the original 60-day
period. The decision on review shall be made in writing, shall be written in
a manner calculated to be understood by the claimant, and shall include
specific references to the provisions of the Plan on which the denial is
based. If the decision on review is not furnished within the time specified
above, the claim shall be deemed denied on review.
ARTICLE X - OBLIGATIONS OF EMPLOYER
10.1 No Contract or Inducement.
The Plan shall not be deemed to be a contract between DRI,
Virginia Power, any Affiliate or any Nonregulated Subsidiary and any
Participant or Beneficiary or to be a consideration or an inducement for the
employment of any Participant.
10.2 No right to Employment.
Nothing contained in the Plan shall be deemed to give any
Participant the right to be retained in employment by DRI, Virginia Power, any
Affiliate or any Nonregulated Subsidiary or to interfere with the right of
DRI, Virginia Power, any Affiliate or any Nonregulated Subsidiary to
discharge, layoff, or suspend any Participant at any time without regard to
the effect which such discharge, layoff, or suspension shall have upon his
rights or the rights of any Beneficiary under this Plan.
10.3 Obligation for Benefits.
The Trust Fund shall be the sole source of benefits under this
Plan, and each Participant and Beneficiary shall be entitled to look only to
the Trust Fund for payment of benefits. None of DRI, Virginia Power, any
Affiliate or any Nonregulated Subsidiary shall have any liability to make or
continue from its own funds the payment of any benefit under the Plan.
ARTICLE XI - AMENDMENT AND TERMINATION OF PLAN
11.1 Amendment of the Plan.
Virginia Power shall have the right by action of the Virginia
Power Board to modify, alter or amend the Plan in whole or in part as to
Virginia Power Participants and DRI shall have the right by action of the DRI
Board to modify, alter or amend the Plan in whole or in part as to DRI
Participants; provided that the duties, powers and liabilities of a Trustee,
insurance company or Investment Manager shall not be increased without its
written consent; and provided further that any such action shall not, in any
way, affect adversely the rights of Participants with respect to amounts
credited to their Accounts as of the date the Plan is amended. No amendment,
modification or alteration shall have the effect of revesting in DRI, Virginia
Power, any Affiliate or any Nonregulated Subsidiary any part of the principal
or income of the Trust Fund. Notwithstanding the above, nothing herein shall
prevent the Virginia Power Board or the DRI Board from modifying or
eliminating any form of benefit, subsidy, or payment option to the extent
allowed by law so long as the benefit provided as a result of such amendment
or alteration is an actuarial equivalent of the benefit otherwise payable to
the Participant or Beneficiary determined as of the effective date of such
amendment or alteration.
11.2 Termination of the Plan.
While Virginia Power and DRI expect to continue the Plan
indefinitely, the continuance of the Plan is not assumed as a contractual
obligation. Virginia Power reserves the right to discontinue its
contributions and to terminate the Plan at any time as to Virginia Power
Participants by action of the Virginia Power Board. DRI reserves the right
to discontinue its contributions and to terminate the Plan at any time as to
DRI Participants by action of the DRI Board. In the event of a termination
of the Plan, no further contributions may be made to the Plan for the
participants of the party which has terminated the Plan.
ARTICLE XII - GENERAL PROVISIONS
12.1 Interpretation.
This Plan has been created for the exclusive purpose of providing
benefits to Participants and their Beneficiaries and defraying reasonable
expenses of administering the Plan. The Plan shall be interpreted in a manner
consistent with applicable provisions of ERISA and as in effect from time to
time. Under no circumstances shall any funds contributed or transferred to
this Plan, any assets attributable to this Plan or income relating to such
assets, revert to DRI, Virginia Power, any Affiliate or any Nonregulated
Subsidiary, nor shall any such funds, assets or income ever be used or
diverted to purposes other than the exclusive benefit of the Participants and
their Beneficiaries.
12.2 Merger, Consolidation and Transfers of Assets or Liabilities.
No merger or consolidation with, or transfer of assets or
liabilities to this Plan or from this Plan to any other plan shall be made,
unless each Participant would receive immediately after such event a benefit
which is equal to or greater than the benefit he would have been entitled to
receive under the Plan immediately before such event had the Plan terminated
at that time.
12.3 Limitation on Assignment.
Except as allowed by ERISA section 206 with respect to Qualified
Domestic Relations Orders, Plan benefits may not be anticipated, assigned
(either at law or in equity), alienated, or be subject to attachment,
garnishment, levy, execution, or other legal or equitable process. If a
Participant dies before the date that a Qualified Domestic Relations Order
directs that payments begin to an Alternate Payee, the Alternate Payee shall
be entitled to a payment from the Plan only if the Qualified Domestic
Relations Order requires the payment of such benefits. The Administrative
Benefit Committee shall establish reasonable written procedures for
determining the qualified status of a domestic relations order and for
administering distributions to an Alternate Payee. The Administrative Benefit
Committee must promptly notify the Participant and each Alternative Payee of
the receipt of a domestic relations order and of the procedures for
determining its qualified status.
12.4 Discharge of Liability.
Any payment to a person or entity entitled to payment under the
Plan, or to the representative of such person or entity, shall be, to the
extent of the payment, in full satisfaction of all claims under the Plan
against the Trustee, the Administrative Benefit Committee, and the Employers.
As a prerequisite to the receipt of any such payment, the Trustee, the
Administrative Benefit Committee, and any Employer may require that such
person execute a receipt and release in such form as shall be determined by
the Trustee, the Administrative Benefit Committee, or an Employer, as the case
may be.
12.5 Payments to Minors and Incompetents.
If any Plan benefit is payable to a Participant or Beneficiary who
is a minor or who, in the opinion of the Administrative Benefit Committee, is
not legally capable of giving valid receipt and discharge for such payments,
that payment may be made for the benefit of the Participant or Beneficiary to
such person as the Administrative Benefit Committee, in its discretion,
designates. Such payments, to the extent made, shall be deemed a complete
discharge of any liability for such payment under the Plan, and the Trustee
may make the payment without obligation to require bond or to see to the
further application of the payments.
12.6 Unclaimed Benefits.
If the Trustee cannot make payments of any amount to a Participant
or Beneficiary within seven years after the amount becomes payable because the
person's identity or whereabouts cannot be determined by the end of the seven
year period, all amounts that would have been payable to that Participant or
Beneficiary must be segregated and dealt with by the Trustee in accordance
with the applicable state law pertaining to abandoned intangible personal
property held in a fiduciary capacity.
12.7 Headings and Subheadings.
The headings and subheadings in this Plan have been inserted for
convenience of reference only and are to be ignored in any construction of the
provisions hereof.
12.8 Use of Masculine and Feminine, Singular and Plural.
In the construction of the Plan, the masculine shall include the
feminine and the singular the plural in all cases where such meanings are
indicated by the context.
12.9 Governing Law.
Except as otherwise may be required by the controlling law of the
United States, the Plan shall be construed, administered, and enforced in
accordance with the laws of the Commonwealth of Virginia.
12.10 Errors and Omissions.
It shall be the responsibility of those individuals and entities
charged with the administration of the Plan to see that it is administered in
accordance with its terms so long as it is not in conflict with ERISA. If an
innocent error or omission is discovered in the Plan's operation or
administration which is not correctable under normal administrative
procedures, and the Administrative Benefit Committee determines that (i) it
would cost more to correct the error than is warranted and (ii) the error did
not cause an excise tax problem, then the Administrative Benefit Committee may
authorize any equitable adjustment it deems necessary or desirable to correct
the error or omission, including but not limited to the authorization (with
the approval of the Virginia Power Board or the DRI Board, as appropriate), of
additional Employer contributions designed, in a manner consistent with the
goodwill intended to be engendered by the Plan, to put Participants or their
Beneficiaries in the same relative position they would have been in but for
such error or omission. Any contribution made pursuant to this section is an
additional discretionary contribution.
EXECUTION
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