Exhibit 99
DOMINION RESOURCES, INC.
DIRECTORS STOCK COMPENSATION PLAN
TABLE OF CONTENTS
Page
1. PURPOSE.. . . . . . . . . . . . . . . . . . . . . . . .2
2. DEFINITIONS.. . . . . . . . . . . . . . . . . . . . . .2
3. PARTICIPATION IN THE PLAN.. . . . . . . . . . . . . . .3
4. STOCK RESERVED FOR THE PLAN.. . . . . . . . . . . . . .3
5. DEFERRALS OF ANNUAL STOCK RETAINER. . . . . . . . . . .3
6. EFFECT OF STOCK DIVIDENDS AND OTHER CHANGES TO
COMPANY STOCK. . . . . . . . . . . . . . . . . . . . . 4
7. INTERPRETATION AND ADMINISTRATION OF THE PLAN.. . . . .4
8. TERM OF THE PLAN. . . . . . . . . . . . . . . . . . . .4
9. AMENDMENT OF THE PLAN.. . . . . . . . . . . . . . . . .4
10. RIGHTS UNDER THE PLAN.. . . . . . . . . . . . . . . . .4
11. BENEFICIARY.. . . . . . . . . . . . . . . . . . . . . .4
12. NOTICE. . . . . . . . . . . . . . . . . . . . . . . . .5
13. CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . .5
1. Purpose.
The Dominion Resources, Inc. Directors Stock Compensation Plan (the
"Plan") provides a mechanism for the Board of Directors of Dominion Resources,
Inc. and certain subsidiaries to pay a portion of their non-employee
directors' compensation in the Company's common stock. It also allows such
director to defer receipt of such stock until a future date, if desired.
2. Definitions.
As used in the Plan, the following terms have the meanings indicated:
(a) "Annual Meeting" means, for the Dominion Resources Board,
the annual meeting of shareholders at which a class of members of the Dominion
Resources Board is routinely elected. The Annual Meeting for any other Board
shall be the same as for the Dominion Resources Board unless that Board
establishes a different date as an Annual Meeting date.
(b) "Annual Stock Retainer" means that portion of an Eligible
Director's annual retainer paid in Company Stock.
(c) "Board" means the Dominion Resources Board or the board of
directors of any wholly-owned subsidiary of the Company that is designated by
the Dominion Resources Board as a Board eligible to participate in this plan.
(d) "Change of Control" means an event described in (i) or
(ii):
(i) any person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended,
becomes the owner or beneficial owner of Dominion Resources
securities having 20% or more of the combined voting power of
the then outstanding Dominion Resources securities that may be
cast for the election of Dominion Resources' directors (other
than as a result of an issuance of securities initiated by
Dominion Resources, or open market purchases approved by the
Dominion Resources Board, as long as the majority of the
Dominion Resources Board approving the purchases is also the
majority at the time the purchases are made); or
(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 before such trans-
actions cease to constitute a majority of the Dominion
Resources Board, or any successor's board, within two years of
the last of such transactions.
(e) "Company" means Dominion Resources, Inc., or any successor
business by merger, purchase, or otherwise that maintains the Plan.
(f) "Company Stock" means the common stock of Dominion
Resources, Inc. In the event of a change in the capital structure of the
Company, the shares resulting from such a change shall be deemed to be the
Company Stock (as provided in Section 6) within the meaning of the Plan.
(g) "Dominion Resources Board" means the Board of Directors of
Dominion Resources, Inc.
(h) "Eligible Director" means a member of a Board who is not an
employee of the Company or any subsidiary of the Company.
(i) "Plan Year" for any Board means the period beginning on the
date of an Annual Meeting of that Board and ending on the day before the next
Annual Meeting of that Board.
3. Participation in the Plan.
At each Annual Meeting, Eligible Director may receive an Annual Stock
Retainer. The Board on which the Eligible Director is a member shall
determine the Annual Stock Retainer, if any, subject to approval by the
Dominion Resources Board. An Eligible Director whose service terminates at an
Annual Meeting shall not receive an Annual Stock Retainer. An Eligible
Director also may elect to defer receipt of an Annual Stock Retainer as
provided in Section 5.
4. Stock Reserved for the Plan.
The aggregate number of shares of Company Stock authorized for
distribution to Eligible Directors under Section 3 is 1,000,000, subject to
adjustment pursuant to Section 6.
5. Deferrals of Annual Stock Retainer.
(a) An Eligible Director may elect to defer the payment of some
or the entire Annual Stock Retainer by completing a deferral election (a
"Deferral Election"). A Deferral Election must be in writing and delivered to
the Corporate Secretary of the Company before the Annual Meeting for the Plan
Year to which the Deferral Election pertains. For the first year of the Plan's
operation, the election must be made before the first Annual Meeting occurring
after adoption of the Plan. A Deferral Election shall be irrevocable in
respect to the Plan Year to which it pertains. A Deferral Election must
specify the applicable number or percentage of the shares of Company Stock
that the Eligible Director wishes to defer. A Deferral Election may be made
for a single Plan Year or may be made applicable to all future Plan Years
until revoked. Any revocation shall be effective as of the first day of the
next Plan Year after the revocation is made.
(b) With respect to all shares of Company Stock for which a
Deferral Election is made, the Company shall issue shares of Company Stock to
a trust. The Corporate Secretary of the Company shall be the trustee of the
trust unless the Board designates another person or entity as trustee. The
trust shall secure the Company's obligation to pay shares of Company Stock to
the Eligible Director. The trust and its assets shall remain subject to the
claims of the Company's creditors. Any interest that the Eligible Director
may be deemed to have in the trust may not be sold, hypothecated or
transferred (including, without limitation, transfer by gift), except by will
or the laws of descent and distribution. Shares issued to the trust shall be
issued in the name of the trustee and the trustee shall maintain a separate
account for each Eligible Director. The trustee shall invest all cash
dividends on Company Stock in additional shares of Company Stock to be held in
the separate account of the Eligible Director. The Eligible Director shall
have the right to direct the trustee as to the voting of the shares of Company
Stock held in the Eligible Director's account.
(c) A Deferral Election shall provide for distribution of the
Company Stock held in such director's account at a future date or dates
elected by the Eligible Director and provided on the Deferral Election Form.
(d) Before a Change of Control, an Eligible Director may elect
to receive a single lump sum transfer of the Company Stock in his or her
account upon a Change of Control. The trustee shall distribute the Company
Stock as soon as practicable after the Change of Control occurs unless the
Eligible Director elects a later date for distribution.
(e) Upon the death of an Eligible Director, the Eligible
Director's Beneficiary will receive the balance of any undistributed Company
Stock held in such director's account in a single lump sum transfer as soon as
practicable after the death.
6. Effect of Stock Dividends and Other Changes to Company Stock.
In the event of a stock dividend, stock split or combination of
shares, recapitalization or merger in which the Company is the surviving
corporation or other change in the Company's capital stock, the number and
kind of shares of stock of the Company to be subject to the Plan and the
maximum number of shares which are authorized for distribution under the Plan
shall be appropriately adjusted by the Dominion Resources Board, whose
determination shall be binding on all persons.
7. Interpretation and Administration of the Plan.
The Dominion Resources Board shall administer, construe and interpret
the Plan. Any decision of the Dominion Resources Board with respect to the
Plan shall be final, conclusive and binding upon all Eligible Directors. The
Dominion Resources Board may act by a majority of its members. The Dominion
Resources Board may authorize any member of the Board or any officer of the
Company to execute and deliver documents on behalf of the Dominion Resources
Board. The Dominion Resources Board may consult with counsel, who may be
counsel to the Company, and shall not incur any liability for action taken in
good faith in reliance upon the advice of counsel. The Corporate Secretary of
the Company shall be authorized to take or cause to be taken such actions of a
ministerial nature as necessary to effectuate the intent and purposes of the
Plan, including issuing Company Stock for the Plan, maintaining records of the
trust accounts of Eligible Directors and arranging for distributions of such
accounts.
8. Term of the Plan.
The Plan shall become effective when adopted by the Dominion
Resources Board. The Plan shall continue until terminated at any time by
action of the Dominion Resources Board or until there are no remaining shares
available for the Plan under Section 4. Any termination of the Plan by the
Dominion Resources Board shall not alter or impair any of the rights or
obligations for Company Stock previously deferred.
9. Amendment of the Plan.
The Dominion Resources Board may suspend or terminate the Plan or
revise or amend the Plan in any respect; provided, any amendment or termina-
tion of the Plan shall not adversely affect an Eligible Director with respect
to any Company Stock previously deferred.
10. Rights Under the Plan.
The Plan shall not constitute or be evidence of any agreement or
understanding, express or implied, that the Company or any subsidiary will
retain any person as a director for any period of time.
11. Beneficiary.
An Eligible Director may designate in writing delivered to the
Company, one or more beneficiaries (which may include a trust) to receive any
distributions under the Plan after the death of the Eligible Director. If an
Eligible Director fails to designate a beneficiary, or no designated
beneficiary survives the Eligible Director, any payments to be made with
respect to the Eligible Director after death shall be made to the personal
representative of the Eligible Director's estate.
12. Notice.
All notices and other communications required or permitted to be
given under this Plan shall be in writing and shall be deemed to have been
duly given if delivered personally or mailed first class, postage prepaid, as
follows: (a) if to the Company - at its principal business address to the
attention of the Corporate Secretary; (b) if to any Eligible Director - at the
last address of the Eligible Director known to the sender at the time the
notice or other communication is sent.
13. Construction.
The Plan shall be construed and enforced according to the laws of the
Commonwealth of Virginia. Headings and captions are for convenience only and
have no substantive meaning. Reference to one gender includes the other, and
references to the singular and plural include each other.