<PAGE 1>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 1-2255
VIRGINIA ELECTRIC AND POWER COMPANY
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0418825
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
One James River Plaza, Richmond, Virginia 23261 - 6666
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (804) 771-3520
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
At April 30, 1995, 171,484 shares of common stock, without par
value, of the registrant were outstanding.
<PAGE>
<PAGE 2>
VIRGINIA ELECTRIC AND POWER COMPANY
INDEX
Page
Number
PART I. Financial Information
Item 1. Financial Statements
Statements of Income - Three Months Ended
March 31, 1995 and 1994 3
Balance Sheets - March 31, 1995
and December 31, 1994 4-5
Statements of Cash Flows - Three Months
Ended March 31, 1995 and 1994 6
Notes to Financial Statements 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9-11
PART II. Other Information
Item 1. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Security
Holders 13
Item 5. Other Information 13
The Company 13
Rates 13-14
Competition 14
Environmental 14
Future Sources of Power 15
Item 6. Exhibits and Reports on Form 8-K 15-17<PAGE>
<PAGE 3>
VIRGINIA ELECTRIC AND POWER COMPANY
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<S> <C>
<C>
Three Months Ended
March
31,
1995
1994
(Millions)
Operating revenues $1,076.3
$1,102.1
Operating expenses:
Operation:
Fuel, net 254.0
262.3
Purchased power capacity, net 178.7
177.3
Other 137.2
129.2
Maintenance 66.9
70.5
Depreciation and amortization 116.3
111.6
Amortization of terminated construction
project costs 8.6
8.6
Taxes - Income 58.1
67.4
- Other 64.7
68.1
Total 884.5
895.0
Operating income 191.8
207.1
Other income 2.4
2.7
Income before interest charges 194.2
209.8
Interest charges:
Interest on long-term debt 74.7
72.0
Other 5.8
5.3
Allowance for borrowed funds used
during construction (1.3)
(0.9)
Total 79.2
76.4
Net income 115.0
133.4
Preferred dividends 11.7
10.0
Balance available for Common Stock $ 103.3
$ 123.4
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<PAGE>
<PAGE 4>
VIRGINIA ELECTRIC AND POWER COMPANY
BALANCE SHEETS
ASSETS
(UNAUDITED)
<TABLE>
<S> <C>
<C>
March 31,
December 31,
1995
1994
(Millions)
(*)
Utility plant (includes $878.2 plant
under construction in 1995 and $828.2
in 1994) $13,996.5
$13,896.6
Less accumulated depreciation 4,524.7
4,426.9
9,471.8
9,469.7
Nuclear fuel, net 143.4
153.7
Net utility plant 9,615.2
9,623.4
Investments:
Nuclear decommissioning trust funds 282.3
260.9
Pollution control project funds 20.5
20.3
Other 20.5
21.1
Total investments 323.3
302.3
Current assets:
Cash and cash equivalents 101.2
28.8
Customer accounts receivable, net 245.4
202.7
Accrued unbilled revenues 98.2
97.4
Materials and supplies:
Plant and general 187.4
186.7
Fossil fuel 82.1
122.9
Other 98.9
104.9
Total current assets 813.2
743.4
Deferred debits and other assets:
Regulatory assets 859.1
871.0
Unamortized debt issuance costs 23.2
22.8
Other 83.0
85.0
Total deferred debits and other
assets 965.3
978.8
Total assets $11,717.0
$11,647.9
</TABLE>
________________
The accompanying notes are an integral part of the financial
statements.
(*) The balance sheet at December 31, 1994 has been taken from
the audited
financial statements at that date.<PAGE>
<PAGE 5>
VIRGINIA ELECTRIC AND POWER COMPANY
BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS'EQUITY
(UNAUDITED)
<TABLE>
<S> <C>
<C>
March 31,
December 31,
1995
1994
(Millions)
(*)
Long-term debt $ 4,073.7
$ 3,910.4
Preferred stock subject to
mandatory redemption 221.7
221.7
Preferred stock not subject to
mandatory redemption 594.0
594.0
Common stockholder's equity:
Common Stock 2,737.4
2,737.4
Other paid-in capital 20.4
20.4
Earnings reinvested in business 1,280.9
1,277.8
Total common stockholder's
equity 4,038.7
4,035.6
Current liabilities:
Securities due within one year 161.7
312.2
Short-term debt 13.4
Accounts payable, trade 285.4
318.3
Interest accrued 93.2
96.2
Other 286.9
222.4
Total current liabilities 840.6
949.1
Deferred credits and other liabilities:
Accumulated deferred income taxes 1,480.7
1,466.7
Deferred investment tax credits 285.0
289.2
Deferred fuel expenses 50.7
51.5
Other 131.9
129.7
Total deferred credits and
other liabilities 1,948.3
1,937.1
Total liabilities and shareholders' equity $11,717.0
$11,647.9
</TABLE>
______________
The accompanying notes are an integral part of the financial
statements.
(*) The balance sheet at December 31, 1994 has been taken from
the audited
financial statements at that date.<PAGE>
<PAGE 6>
VIRGINIA ELECTRIC AND POWER COMPANY
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months
Ended March 31,
1995
1994
(Millions)
Cash flow from operating activities:
Net income $ 115.0
$ 133.4
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 140.9
137.6
Allowance for other funds used during
construction (1.8)
(1.2)
Deferred income taxes 14.1
42.5
Deferred investment tax credits, net (4.2)
(4.2)
Noncash return on terminated construction
project costs - pretax (2.3)
(2.7)
Deferred fuel expenses (0.8)
(16.9)
Deferred capacity expenses (0.8)
30.0
Changes in:
Accounts receivable (13.0)
115.6
Accrued unbilled revenues 29.6
35.9
Materials and supplies 40.1
33.7
Accounts payable, trade (32.9)
(65.8)
Accrued expenses 69.9
30.0
Provision for rate refunds 2.1
(98.9)
Other 10.5
(33.8)
Net cash flow from operating activities 366.4
335.2
Cash flow from (to) financing activities:
Issuance of long-term debt 200.0
164.0
Short-term debt 13.4
(33.0)
Repayment of long-term debt and preferred
stock (185.0)
(148.0)
Common Stock dividend payments (100.3)
(97.7)
Preferred stock dividend payments (11.5)
(10.0)
Other (4.3)
(3.6)
Net cash flow (to) financing activities (87.7)
(128.3)
Cash flow from (used in) investing activities:
Utility plant expenditures (excluding
AFC-other funds) (130.6)
(109.4)
Nuclear fuel (excluding AFC-other funds) (4.5)
(8.5)
Nuclear decommissioning contributions (6.2)
(6.1)
Pollution control project funds (0.2)
2.4
Sale of accounts receivable (60.0)
(50.0)
Other (4.8)
(2.4)
Net cash flow (used in) investing activities (206.3)
(174.0)
Increase (decrease) in cash and cash
equivalents 72.4
32.9
Cash and cash equivalents at beginning
of period 28.8
21.6
Cash and cash equivalents at end of period $ 101.2
$ 54.5
Cash Paid During The Period For:
Interest (reduced for the net cost of
borrowed funds capitalized as AFC) $ 119.6
$ 84.1
Income taxes 0.2
12.4
The accompanying notes are an integral part of the financial
statements.<PAGE>
<PAGE 7>
VIRGINIA ELECTRIC AND POWER COMPANY
NOTES TO FINANCIAL STATEMENTS
(a) In the opinion of the management of Virginia Electric and
Power Company the accompanying unaudited financial statements
contain all adjustments, consisting of only normal recurring
accruals, necessary to present fairly the financial position as
of March 31, 1995, the results of operations for the three-month
periods ended March 31, 1995 and 1994, and the cash flows for the
three-month periods ended March 31, 1995 and 1994. Certain
amounts in the 1994 financial statements have been reclassified
to conform to the 1995 presentation.
The results of operations for the interim period are not
necessarily indicative of the results to be expected for the full
year.
These financial statements should be read in conjunction
with the financial statements, and notes thereto, included in the
Company's Annual Report on Form 10-K for the year ended December
31, 1994.
(b) Contingencies
Nuclear Insurance
The Price-Anderson Act limits the public liability of an owner
of a nuclear power plant to $8.9 billion for a single nuclear
incident. The Company is a member of certain insurance programs
that provide coverage for property damage to members' nuclear
generating plants, replacement power and liability in the event
of a nuclear incident. The Company may be subject to
retrospective premiums in the event of major incidents at nuclear
units owned by covered utilities (including the Company). For
additional information, see Note C to FINANCIAL STATEMENTS
included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1994.
(c) As of March 31, 1995, there were 2,217,319 and 5,940,140
issued and outstanding shares of preferred stock subject to
mandatory redemption and preferred stock not subject to mandatory
redemption, respectively. There are a total of 10,000,000
authorized shares of the Company's preferred stock.
<PAGE>
<PAGE 8>
VIRGINIA ELECTRIC AND POWER COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
(d) Total federal income tax expense differs from the amount
computed by applying the statutory federal income tax rate to
pretax income for the following reasons:
Three months Ended March 31,
1995 1994
(Millions, except percentages)
Federal income tax expense at
statutory rate of 35% $60.2 $70.1
Increases (decreases) resulting from:
Utility plant differences (0.1) (0.3)
Ratable amortization of
investment tax credits (4.2) (4.2)
Terminated construction project
costs 1.2 1.2
Other, net (0.1)
(3.2) (3.3)
Total federal income tax expense $57.0 $66.8
Effective tax rate 33.1% 33.4%
<PAGE>
<PAGE 9>
VIRGINIA ELECTRIC AND POWER COMPANY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
As detailed in the Statements of Cash Flows, cash flow from
operating activities for the three-month period ended March 31,
1995 increased $31.2 million as compared to the three-month
period
ended March 31, 1994 primarily as a result of normal operations.
Cash from (to) financing activities was as follows:
Three months Ended March 31,
1995 1994
(Millions)
Mortgage bonds $ 200.0 $ 164.0
Repayment of long-term debt
and preferred stock (185.0) (148.0)
Dividends (111.8) (107.7)
Other 9.1 (36.6)
Total $ (87.7) $(128.3)
Financing activities for the first three months of 1995
resulted in a net cash outflow of $87.7 million. In the first
quarter of 1995, the Company sold $200 million of First and
Refunding Mortgage Bonds (Bonds). A portion of the proceeds from
this sale was used to retire $180 million of Bonds. In addition,
during the first three months of 1995, the Company retired $5.0
million of securities through sinking fund requirements.
During the first three months of 1995, net borrowings under
the commercial paper program increased $13.4 million.
Cash from (used in) investing activities was as follows:
Three months Ended March 31,
1995 1994
(Millions)
Utility plant expenditures $(130.6) $(109.4)
Nuclear fuel (4.5) (8.5)
Nuclear decommissioning
contributions (6.2) (6.1)
Pollution control project
funds (0.2) 2.4
Sale of accounts receivable (60.0) (50.0)
Other (4.8) (2.4)
Total $(206.3) $(174.0)
<PAGE>
<PAGE 10>
VIRGINIA ELECTRIC AND POWER COMPANY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
Investing activities for the first three months of 1995
resulted in a net cash outflow of $206.3 million primarily due to
$130.6 million of construction expenditures and $4.5 million of
nuclear fuel expenditures. Of the construction expenditures,
approximately $7.0 million was spent on new generating
facilities, $40.9 million on power production projects, and $75.3
million on transmission and distribution projects.
Results of Operations
Balance available for Common Stock decreased by $20.1
million for the three-month period ended March 31, 1995, as
compared to the same period in 1994, primarily as a result of the
milder weather experienced in the first quarter of 1995.
Operating Revenues
Operating revenues changed primarily due to the following:
Three months Ended March 31,
1995 vs. 1994
(Millions)
Kwh sales $(53.6)
Change in base revenues 26.5
Fuel cost recovery 2.7
Other, net (1.4)
Total $(25.8)
Customer kilowatt-hour sales changed as follows:
Three months Ended March 31,
1995 vs. 1994
Residential (10.4)%
Commercial (0.2)
Industrial 5.0
Public authorities 0.7
Total retail sales (3.8)
Resale (2.2)
Total sales (3.6)
<PAGE>
<PAGE 11>
VIRGINIA ELECTRIC AND POWER COMPANY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
The decrease in kilowatt-hour retail sales for the three-
month period ended March 31, 1995 reflects the milder weather
experienced in the first quarter of 1995 compared to 1994.
Base revenues were higher for the three-month period ended
March 31, 1995, as compared to the same period in 1994, primarily
as a result of the establishment of additional revenue reserves
for the 1992 rate case in the first quarter of 1994 and lower
sales in the first quarter of 1995.
Operation - Other
Operation - other increased for the three-month period ended
March 31, 1995, as compared to the same period in 1994, primarily
as a result of higher administrative and general expenses in 1995
and the recognition of insurance refunds in 1994, partially
offset by a decrease in payroll costs due to a reduction in
staffing levels.
Contingencies
For information on Nuclear Insurance, see Note (b) to
FINANCIAL STATEMENTS.<PAGE>
<PAGE 12>
VIRGINIA ELECTRIC AND POWER COMPANY
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
In reference to the arbitration between Virginia Power and
Smith Cogeneration of Virginia, Inc., Virginia Power filed its
Comments on the Report of the Arbitrator on March 31, 1995, and
Smith Cogeneration filed its response May 1, 1995. Virginia
Power has until May 15, 1995 to respond.
In reference to the lawsuit filed against Virginia Power by
Doswell Limited Partnership, on March 6, 1995 the Circuit Court
of the City of Richmond entered its Opinion in favor of Virginia
Power, and on April 4, 1995 Doswell filed its Notice of Appeal to
the Virginia Supreme Court.
In reference to the proceeding before the Virginia State
Corporation Commission (the Virginia Commission) into the holding
company structure and the relationship between Dominion Resources
and Virginia Power, on April 12, 1995 the Staff of the Virginia
Commission and its consultants filed their Final Report in which
they recognized that conditions had improved since their Interim
Report was prepared in the fall of 1994, but suggested that the
corporate relationship between Virginia Power and Dominion
Resources warrants continued monitoring by the Virginia
Commission. The Final Report contains numerous recommendations
by the consultant pertaining to corporate governance issues,
operating relationships, affiliate service arrangements,
financial issues involving the two companies, and possible
regulatory tools for the Virginia Commission, many of which are
the same as were recommended in the Interim Report. Additional
recommendations were made relating to the Joint Committee created
under the Settlement Agreement, Commission monitoring of
corporate governance issues, controls and accountability for
affiliate transactions, allocation of certain holding company
overhead expense to Virginia Power, enhancement of Virginia
Power's control over certain of its financial functions and
compensation to Virginia Power for credit support perceived by
the consultants to flow to Dominion Resources and its other
subsidiaries from Virginia Power. The Final Report is included
in Virginia Power's Current Report on Form 8-K, dated April 17,
1995.
In reference to the Report issued by the Staff in the
proceeding on its investigation of a coal transportation contract
between Virginia Power and CSX Transportation, on March 24, 1995,
the Staff filed its Reply to the Joint Response and Motion of
Virginia Power and Dominion Resources in which it supported the
recommendations made by the companies.
<PAGE 13>
VIRGINIA ELECTRIC AND POWER COMPANY
PART II. - OTHER INFORMATION
(CONTINUED)
Item 4. Submission of Matters to a Vote of Security Holders
By consent in lieu of an Annual Meeting, Dominion Resources,
Inc., the sole holder of all the voting Common Stock of the
Company, on April 21, 1995, elected the following persons to
serve as directors of the Company for the terms indicated:
<TABLE>
<C> <C> <C>
(Terms expire (Terms expire (Terms expire
in 1996) in 1997) in 1998)
Tyndall L. Baucom James F. Betts John B. Adams, Jr.
Harvey L. Lindsay, Jr. James T. Rhodes Benjamin J. Lambert,
III
William T. Roos Robert H. Spilman Richard L. Leatherwood
Richard L. Sharp William G. Thomas
</TABLE>
Item 5. Other Information
The Company
On April 1, 1995, Virginia Power and the International
Brotherhood of Electrical Workers (IBEW) reached an agreement on
a new contract three-year to cover approximately 3,800 hourly
workers. The
new contract, which was ratified on May 2, 1995, will expire on
March 31, 1998.
Rates
Virginia
In reference to the Motions of Intent to Seek Rehearing
filed by Virginia Power and other appellants in the appeal of
Virginia Power's 1992 Virginia rate case to the Virginia Supreme
Court, on March 3, 1995, the Court denied the Motions.
In reference to the proceeding before the Virginia
Commission requesting approval of Schedule DEF-Dispersed Energy
Facility, on April 20, 1995, the Commission declined to approve
that schedule, stating that the scope of the proposal was not an
appropriate experiment under Virginia law, and that without a
specific construction proposal before it, the Commission could
not approve the concept. The Commission noted, however, that
upon a proper record it would consider the public interest of
allowing a DEF-type facility to be constructed.
<PAGE 14>
VIRGINIA ELECTRIC AND POWER COMPANY
PART II. - OTHER INFORMATION
(CONTINUED)
In reference to the proceeding before the Virginia
Commission seeking approval to implement real time pricing for
certain industrial customers, on April 20, 1995, the Commission
approved the implementation of the proposed rate schedule for a
five-year period.
North Carolina
In reference to Virginia Power's Motion for Rehearing in
the
appeal of its 1992 North Carolina rate case to the North Carolina
Supreme Court,
on February 13, 1995, the Court denied the Motion. The Company
has 90 days to seek review of this decision.
Competition
In reference to the plans of the City of Falls Church,
Virginia, to pursue the establishment of a municipal electric
system, on March 13, 1995, Virginia Power responded to the City's
request for transmission services and stated that it would not
provide such service voluntarily, that the City was not an
appropriate entity to request that the Federal Energy Regulatory
Commission (FERC) compel the provision of such service and that
its request was deficient under the provisions of the appropriate
FERC regulations. On that same date, the Company filed a
Petition for Declaratory Judgment with the Virginia Commission
asking it to find that the request of the City would, without the
Virginia Commission's approval, be illegal under Virginia law.
The Virginia Commission on March 21, 1995, ordered the City to
respond to the Petition. On April 17, 1995, the Mayor of the
City wrote to the Chairman of the Commission and stated that the
City would not respond to the Petition and asserted that the
Virginia Commission has no jurisdiction over the City. The
Company, consistent with state and federal law, will still
attempt to negotiate a new long-term franchise, and it submitted
a proposed franchise to the City on March 20, 1995.
Environmental
The Company recently completed its compliance plan for Phase
II of the Clean Air Act. The plan will involve switching to
lower sulfur coal, purchase of sulfur dioxide emission allowances
and additional nitrogen oxide and sulfur dioxide controls.
Maximum flexibility and least-cost compliance will be maintained
through annual studies. During the next 10 years capital
investment is not expected to exceed the previously estimated
$481 million (1992 dollars) for Title IV compliance.
<PAGE 15>
VIRGINIA ELECTRIC AND POWER COMPANY
PART II. - OTHER INFORMATION
(CONTINUED)
Future Sources of Power
Virginia Power has obtained all approvals and is proceeding
with construction of a 75 mile, 500 kv transmission line from the
Clover Power Station to the Carson Substation in Dinwiddie
County, Virginia. The line is expected to be completed by April
1996. The testing of Clover Power Station, Unit 1 is underway
and commercial operation is now expected in the Summer of 1995.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3(i) - Restated Articles of Incorporation, as amended, as in
effect on September 12, 1994 (Exhibit 3(i), Form 8-K dated
October 19, 1994, File No. 1-2255, incorporated by
reference).
4(i) - Indenture of Mortgage of the Company, dated November
1,
1935, as supplemented and modified by fifty-eight
Supplemental
Indentures, Exhibit 4(ii), Form 10-K for the fiscal year
ended
December 31, 1985, File No. 1-2255, incorporated by
reference;
Fifty-Ninth Supplemental Indenture, Exhibit 4(ii), Form 10-Q
for
the quarter ended March 31, 1986,File No. 1-2255,
incorporated by
reference; Sixtieth Supplemental Indenture, Exhibit 4(ii),
Form
10-Q for the quarter ended September 30, 1986, File No.
1-2255,
incorporated by reference; Sixty-First Supplemental
Indenture,
Exhibit 4(ii), Form 10-Q for the quarter ended June 30,
1987,
File No.1-2255,incorporated by reference; Sixty-Second
Supplemental Indenture, Exhibit 4(ii), Form 8-K, dated
November
3, 1987, File No. 1-2255, incorporated by reference;
Sixty-Third
Supplemental Indenture, Exhibit 4(i), Form 8-K, dated
June 8,
1988, File No. 1-2255, incorporated by reference;
Sixty-Fourth
Supplemental Indenture, Exhibit 4(i), Form 8-K, dated
February 8,
1989, File No. 1-2255, incorporated by reference;
Sixty-Fifth
Supplemental Indenture, Exhibit 4(i), Form 8-K, dated
June 22,
1989, File No. 1-2255, incorporated by reference;
Sixty-Sixth
Supplemental Indenture, Exhibit 4(i),Form 8-K, dated
February 27,
1990, File No. 1-2255, incorporated by reference;
Sixty-Seventh
Supplemental Indenture, Exhibit 4(i), Form 8-K, dated
April 2,
1991, File No. 1-2255, incorporated by reference;
Sixty-Eighth
Supplemental Indenture, Exhibit 4(i), Sixty-Ninth
Supplemental
Indenture, Exhibit 4(ii) and Seventieth Supplemental
Indenture,
<PAGE 16>
VIRGINIA ELECTRIC AND POWER COMPANY
PART II. - OTHER INFORMATION
(CONTINUED)
Exhibit 4(iii), Form 8-K, dated February 25, 1992, File No.
1-
2255, incorporated by reference; Seventy-First Supplemental
Indenture, Exhibit 4(i) and Seventy-Second Supplemental
Indenture, Exhibit 4 (ii), Form 8-K, dated July 7, 1992, File
No.
1-2255, incorporated by reference; Seventy-Third Supplemental
Indenture, Exhibit 4(i), Form 8-K, dated August 6, 1992, File
No.
1-2255, incorporated by reference; Seventy-Fourth
Supplemental
Indenture, Exhibit 4(i), Form 8-K, dated February 10, 1993,
File
No. 1-2255, incorporated by reference; Seventy-Fifth
Supplemental
Indenture, Exhibit 4(i), Form 8-K, dated April 6, 1993, File
No.
1-2255, incorporated by reference; Seventy-Sixth Supplemental
Indenture, Exhibit 4(i), Form 8-K, dated April 21, 1993, File
No.
1-2255, incorporated by reference; Seventy-Seventh
Supplemental
Indenture, Exhibit 4(i), Form 8-K, dated June 8, 1993, File
No.
1-2255, incorporated by reference; Seventy-Eight Supplemental
Indenture, Exhibit 4(i), Form 8-K, dated August 10, 1993,
File
No. 1-2255, incorporated by reference; Seventy-Ninth
Supplemental
Indenture, Exhibit 4(i), Form 8-K, dated August 10, 1993,
File
No.1-2255,incorporated by reference, Eightieth Supplemental
Indenture, Exhibit 4(i), Form 8-K, dated October 12, 1993,
File
No. 1-2255,incorporated by reference, Eighty-First
Supplemental
Indenture, Exhibit 4(iii), Form 10-K for the fiscal year
ended
December 31, 1993, File No. 1-2255, incorporated by
reference;
Eighty-Second Supplemental Indenture, Exhibit 4(i), Form 8-K,
dated January 18, 1994, File No. 1-2255, incorporated by
reference, Eighty-Third Supplement Indenture, Exhibit 4(i),
Form
8-K, dated October 19, 1994, File No. 1-2255, incorporated by
reference and Eighty-Fourth Supplemental Indenture, Exhibit
4(i),
Form 8-K dated March 22, 1995, File No. 1-2255, incorporated
by
reference.
4(ii) - Indenture, dated April 1, 1985, from Virginia
Electric
and Power Company to Crestar Bank (formerly United Virginia
Bank)
pursuant to which Medium-Term Notes, Series A were issued
(Exhibit 4(iv), Form 10-K for the fiscal year ended December
31,
1993, File No. 1-2255, incorporated by reference).
4(iii) - Indenture, dated as of June 1, 1986, from Virginia
Electric and Power Company to Chemical Bank pursuant to which
Medium-Term Notes, Series B were issued (Exhibit 4(v), Form
10-K
for the fiscal year ended December 31, 1993, File No. 1-2255,
incorporated by reference).
<PAGE 17>
VIRGINIA ELECTRIC AND POWER COMPANY
PART II. - OTHER INFORMATION
(CONTINUED)
4(iv) - Indenture, dated as of April 1, 1988, from
Virginia
Electric and Power Company to Chemical Bank, Trustee,
pursuant to
which Medium-Term Notes, Series C (Multi-Currency) were
issued as
supplemented and modified by a First Supplemental
Indenture,
dated as of August 1, 1989, pursuant to which
Medium-Term Notes,
Series D (Multi-Currency) and Series E were issued
(Exhibit
4(vi), Form 10-K for the fiscal year ended December 31,
1993,
File No. 1-2255, incorporated by reference).
10*- Employment Agreement dated April 21, 1995 between
Virginia Power and James T. Rhodes (filed herewith).
27 - Financial Data Schedule (filed herewith).
* Indicates management contract or compensatory plan or
arrangement
(b) Reports on Form 8-K:
Virginia Power filed a report on Form 8-K, dated February
21, 1995, reporting the entry of a Consent Order by the Virginia
Commission on the joint motion of Dominion Resources, Virginia
Power and the Staff and the withdrawal by Delegate Clinton Miller
of certain legislation introduced by Delegate Miller in the 1995
Virginia General Assembly at the request of the Commission.
Virginia Power filed a report on Form 8-K, dated March
22,
1995, relating to the Sale of $200 Million First and Refunding
Mortgage Bonds.
Virginia Power filed a report on Form 8-K, dated April 17,
1995, relating to the final order received by the staff of the
Virginia Commission as prepared by two consultants retained by
the Virginia Commission in its investigation of the corporate
governance issues between the Company and its parent, Dominion
Resources, Inc.
<PAGE 18>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
VIRGINIA ELECTRIC AND POWER COMPANY
Registrant
May 5, 1995
R. E. RIGSBY
R. E. Rigsby
Senior Vice President-Finance
and Controller
(Chief Accounting Officer)
<PAGE>
Exhibit 27
VIRGINIA ELECTRIC AND POWER COMPANY
FINANCIAL DATA SCHEDULE
March
31,1995
(Millions)
Item Number Item Description (Unaudited)
1 Total net utility plant $ 9,615.2
2 Other property and investments 323.3
3 Total current assets 813.2
4 Total deferred charges 965.3
5 Balancing amount for total assets 0.0
6 Total assets 11,717.0
7 Common stock 2,737.4
8 Capital surplus, paid in 20.4
9 Retained earnings 1,280.9
10 Total common stockholder's equity 4,038.7
11 Preferred stock subject to
mandatory redemption 221.7
12 Preferred stock not subject to
mandatory redemption 594.0
13 Long-term debt, net 4,073.7
14 Short-term notes 0.0
15 Notes payable 0.0
16 Commercial paper 13.4
17 Long-term debt--current portion 161.7
18 Preferred stock--current portion 0.0
19 Obligations under capital leases 0.0
20 Obligations under capital leases
-- Current portion 0.0
21 Balancing amount for capitalization
and liabilities 2,613.8
22 Total capitalization and liabilities 11,717.0
23 Gross operating revenue 1,076.3
24 Federal and state income taxes
expense 58.1
25 Other operating expenses 826.4
26 Total operating expenses 884.5
27 Operating income (loss) 191.8
28 Other income (loss), net 2.4
29 Income before interest charges 194.2
30 Total interest charges 79.2
31 Net income 115.0
32 Preferred stock dividends 11.7
33 Earnings available for common stock 103.3
34 Common stock dividends 100.3
35 Total annual interest charges on all
bonds N/A
36 Cash flow from operations 366.4
37 Earnings per share--primary N/A
38 Earnings per share--full diluted N/A
<PAGE>
Exhibit 10
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is made as of
April 21, l995, between VIRGINIA ELECTRIC AND POWER COMPANY
(the
"Company") and JAMES T. RHODES (the "Executive").
RECITALS:
The Board of Directors of the Company (the "Board of
Directors") recognizes that outstanding management of the Company
is essential to advancing the best interests of the Company, its
shareholders and its related companies. The Board of Directors
has
and continues to believe that it is particularly important to
have
stable, excellent management. The Board of Directors has and
continues to believe that this objective may be achieved by
giving
key management employees assurances of financial security for a
period of time, so that they will not be distracted by personal
risks and will continue to devote their full time and best
efforts
to the performance of their duties. To accomplish this purpose,
the Company and the Executive entered into an agreement as of
June
30, 1994 (the "l994 Employment Agreement").
The Board of Directors wishes to foster an atmosphere of
cooperation among the key management employees of the Company and
its related companies, and provide an incentive for such
employees
to continue to contribute to the future growth and success of the
Company and its related companies. To accomplish this objective,
the Organization and Compensation Committee (the "Committee") of
the Board of Directors of the Company has recommended, and the
Board of Directors has approved, entering into a new employment
agreement with the Executive, which shall replace the Executive's
1994 Employment Agreement.
The Company acknowledges that the Executive's contributions
to
the past and future growth and success of the Company have been
and
will continue to be substantial. The Company and the Executive
are
entering into this Agreement to induce the Executive to remain an
employee of the Company and to continue to devote his full energy
to the Company's affairs. The Executive has agreed to continue
to
be employed by the Company under the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the
mutual undertakings contained in this Agreement, the parties
agree
as follows:
1. Employment.
The Company will employ the Executive, and the Executive
will
continue in the employ of the Company, as Chief Executive Officer
of the Company for the period beginning on the date of this
Agreement and ending July 31, 1996 (the "Term of this
Agreement"),
according to the terms of this Agreement.
2. Duties.
The Company and the Executive agree that, during the
Term of this Agreement, the Executive will be Chief Executive
Officer of the Company and will report directly to the Board of
Directors of the Company, as well as to the Chief Executive
Officer
of Dominion Resources, Inc. During the Term of this Agreement,
the
Executive will continue to exercise such authority and perform
such
executive duties as are commensurate with his position as Chief
Executive Officer. The Executive (i) will devote his knowledge,
skill and best efforts on a full-time
basis to performing his duties and obligations to the Company
(with the exception of absences on account of illness or vacation
in accordance with the Company's policies and civic and
charitable commitments not involving a conflict with the
Company's
business), and (ii) will comply with the directions and orders
of
the Board of Directors of the Company with respect to the
performance of his duties.
3. Effect on Other Agreements.
This Agreement sets forth the entire understanding of the
parties with respect to the terms of the Executive's employment
with the Company and its related companies. This Agreement
supersedes and replaces the Executive's l994 Employment
Agreement,
which will terminate as of the date on which this Agreement is
executed. This Agreement supersedes and replaces all agreements
that were superseded and replaced by the l994 Employment
Agreement,
including the letter dated April 21, l994 to the Executive from
James F. Betts, and any other employment agreements between the
Executive and the Company or an affiliated Company (collectively,
the "Prior Agreements"). The term "employment agreement" as used
in the preceding sentence does not include the Employment
Continuity Agreement between the Company and the Executive dated
February 12, l987 (amended June 4, l987), or any retirement,
incentive or benefit plan or program in which the Executive
participates. The Executive and the Company agree that the
Executive's Prior Agreements are null and void.
4. Compensation and Benefits
(a) During the term of this Agreement, while the Executive
is
employed by the Company, the Company will pay to the Executive
the
following salary and incentive awards for services rendered to
the
Company:
(i) The Company will pay to the Executive an annual
salary in an amount not less than the base salary in effect for
the
Executive as of the date on which this Agreement is executed.
The
Board of Directors will evaluate the Executive's performance at
least annually and will consider annual increases in the
Executive's salary based on the Executive's performance.
(ii) The Executive will be entitled to receive
incentive
awards based on the Executive's job performance, if and to the
extent that the Board of Directors determines that the
Executive's
performance merits payment of an award. The Board of Directors
will make its determination consistent with the methodology used
by
the Board of Directors for compensating its senior management
executives.
(b) During the Term of this Agreement, while the Executive
is
employed by the Company, the Executive will be eligible to
participate in a similar manner as other senior executives of the
Company in retirement plans, cash and stock incentive plans,
fringe
benefit plans and other employee benefit plans and programs
provided by the Company for its senior management employees from
time to time.
5. Benefits Upon Completion of the Term of this Agreement.
(a) If the Executive continues in the employment of the
Company through the Term of this Agreement, and terminates his
employment at the end of the Term of this Agreement, the
Executive
will be entitled to receive the following additional benefits
upon
his termination of employment with the Company:
(i) The Executive's retirement benefits under the
Company's Retirement Plan and Benefit Restoration Plan will be
computed based on the greater of (A) the Executive's annual
salary
during his final year of employment or (B) the Executive's final
five-year average compensation, as described in the Company's
Retirement Plan. Retirement benefits for the Executive will be
calculated as if he had attained the age of 60 and completed at
least 30 years of service. Any supplemental benefit to be
provided
under this Section (i) will be provided as a supplemental benefit
under this Agreement and will not be provided directly from the
Retirement Plan.
(ii) The Executive's "Final Compensation" under the
Company's Executive Supplemental Retirement Plan (the "SRP") will
be determined by computing the "Incentive Compensation Amount" as
92% of the Executive's short-term incentive compensation target
award which target award will be at least 55% of his salary
midpoint as approved by the Committee for the year.
(iii) The benefit under the SRP will continue to be
computed as an equal periodic payment for 120 months, according
to
the SRP document. However, this periodic payment will be payable
for the Executive's life (or for 120 payments, if longer).
(iv) The restricted stock, if any, held by the
Executive
as of July 31, l996, will become fully vested (that is,
transferable and nonforfeitable) as of July 31, l996.
(v) The Company will pay to the Executive a single
lump
sum payment equal to five hundred thousand dollars ($500,000) on
August 1, l996.
(vi) The total number of hypothetical shares (at 100%
goal accomplishment) of Dominion Resources, Inc. stock granted in
all cycles of the Performance Achievement Plan (the "Performance
Achievement Plan") which were active on the date of termination
will be multiplied by the closing price of the stock on the date
of
termination. The Company shall pay this amount in dollars. The
payment of such amount will cancel any rights to any additional
payments in cash or stock from these active cycles.
(b) In addition to the foregoing, if the Executive
continues
in the employment of the Company through the Term of this
Agreement, and terminates at the end of the Term of this
Agreement,
the Executive will receive upon his termination of employment
with
the Company a single lump sum cash payment equal to the present
value of the annual base salary and annual cash incentive awards
(computed as described below) that the Executive would have
received had he remained employed until April 21, 1997 (i.e., the
end of the term of the 1994 Employment Agreement). The lump sum
will be computed as follows:
(i) For purposes of this calculation, the annual base
salary that the Executive would have received had he
remained
employed until April 21, l997 will be calculated at the
highest annual base salary rate in effect for the Executive
during the three-year period preceding his termination of
employment. For purposes of this calculation, the annual
cash
incentive awards that the Executive would have received had
he
remained employed until April 21, l997 will be calculated at
a
rate equal to the highest annual cash incentive award paid
to
the Executive during the three-year period preceding his
termination of employment. Salary and bonus that the
Executive elected to defer will be taken into account for
purposes of this Agreement without regard to the deferral.
(ii) The salary and incentive award for any partial
year
in the Term of this Agreement will be a pro-rated portion of the
annual amount.
(iii) If the Executive has not yet received an annual
cash
incentive award for the year in which his employment terminates,
the lump sum payment will be increased to include a pro-rata
award
for the portion of the year preceding the Executive's termination
of employment. If the Executive has not yet received payment of
his annual cash incentive award for the year preceding his
termination of employment, the lump sum payment will be increased
to include an award for the year preceding the Executive's
termination of employment. The incentive award for the year or
portion of the year preceding the Executive's termination of
employment will be determined according to clause (i) above,
unless
the Board of Directors made a good faith final determination of
the
amount of the applicable incentive award pursuant to Section
4(a)(ii) before the Executive's termination of employment. If
the
Board of Directors made such a determination, the applicable
incentive award will be computed according to the Board of
Directors' determination.
(iv) Present value will be computed by the Company as of
the
date of the Executive's termination of employment, based on a
discount rate equal to the applicable Federal short-term rate, as
determined under Section 1274(d) of the Internal Revenue Code of
1986, as amended (the "Code"), compounded monthly, in effect on
the
date on which the present value is determined.
(v) The lump sum payment will be paid within 30 days
after the Executive's termination of employment.
6. Termination of Employment.
(a) If the Company terminates the Executive's employment,
other than for Cause, during the Term of this Agreement, the
Executive will be entitled to receive the following additional
benefits determined as of the date of his termination of
employment:
(i) The Executive will receive the retirement benefits
described in Sections 5(a)(i), 5(a)(ii), 5(a)(iii) and
5(a)(vi) above as of the date of his termination of
employment. In addition, the Executive will receive a
single
lump sum cash payment equal to the present value of the
annual
base salary and annual cash incentive awards that the
Executive would have received had he remained employed until
April 21, l997, computed in the manner described in Section
5(b).
(ii) The Executive will be credited with a total of 30
years of service and will be considered to have attained age
60 for purposes of the Company's retirement plans.
(iii) The restricted stock, if any, held by the
Executive
at the time of his termination of employment will become fully
vested (that is, transferable and nonforfeitable) as of the date
of
the Executive's termination of employment.
(iv) The Executive will be credited with age and
service
credit through the end of the Term of this Agreement for purposes
of computing benefits under the Company's medical and other
welfare
benefit plans, and the Company will continue the Executive's
coverage under the Company's welfare benefit plans as if the
Executive remained employed through the end of the Term of this
Agreement. Notwithstanding the foregoing, if the Company
determines that giving such age and service credit or continued
coverage could adversely affect the tax qualification or tax
treatment of a benefit plan, or otherwise have adverse legal
ramifications, the Company may pay the Executive a lump sum cash
amount that reasonably approximates the after-tax value to the
Executive of such age and service credit and continued coverage
through the end of the Term of this Agreement, in lieu of giving
such credit and continued coverage.
(v) The Company will pay to the Executive a single
lump sum payment equal to five hundred thousand dollars
($500,000)
on the day following the Executive's termination of employment.
(b) If the Executive voluntarily terminates employment
during
the Term of this Agreement under circumstances described in this
subsection (b), the Executive will be entitled to receive the
benefits described in subsection (a) above as if the Company had
terminated the Executive's employment other than for Cause.
Subject to the provisions of this subsection (b), these benefits
will be provided if the Executive voluntarily terminates
employment
after (i) the Executive's base salary is reduced,
(ii) the Executive is not in good faith considered for incentive
awards as described in Section 4(a)(ii), (iii) the Company fails
to
provide benefits as required by Section 4(b), (iv) the
Executive's
place of employment is relocated to a location further than 30
miles from Richmond, Virginia, or (v) the Executive's working
conditions or management responsibilities are substantially
diminished (other than on account of the Executive's disability,
as
defined in Section 7 below). In order for this subsection (b) to
be effective: (1) the Executive must give written notice to the
Company indicating that the Executive intends to terminate
employment under this subsection (b), (2) the Executive's
voluntary
termination under this subsection must occur within 60 days after
an event described in clause (i), (ii), (iii), (iv) or (v) of the
preceding sentence, or within 60 days after the last in a series
of
such events, and (3) the Company must have failed to remedy the
event described in clause (i), (ii), (iii), (iv) or (v), as the
case may be, within 30 days after receiving the Executive's
written
notice. If the Company remedies the event described in clause
(i),
(ii), (iii), (iv) or (v), as the case may be, within 30 days
after
receiving the Executive's written notice, the Executive may not
terminate employment under this subsection (b) on account of the
event specified in the Executive's notice.
(c) The amounts under this Agreement will be paid in lieu
of
severance benefits under any severance plan or program maintained
by the Company. The amounts payable under this Agreement will
not
be reduced by any amounts earned by the Executive from a
subsequent
employer or otherwise. If the Executive's employment is
terminated
by the Company for Cause or if the Executive voluntarily
terminates
employment prior to the end of the Term of this Agreement for a
reason not described in subsection (b) above or Section 7 or
Section 12 below, this Agreement will immediately terminate.
7. Disability or Death.
If the Executive becomes disabled (as defined below) during
the Term of this Agreement while he is employed by the Company,
the
Executive shall be entitled to receive the benefits described in
Sections 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(vi), 6(a)(ii),
6(a)(iii) and 6(a)(v) of this Agreement as of the date on which
he
is determined by the Company to be disabled. If the Executive
dies
during the Term of this Agreement while he is employed by the
Company, the benefits described in Sections 5(a)(i), 5(a)(ii),
5(a)(iii), 5(a)(vi), 6(a)(ii), 6(a)(iii) and 6(a)(v) will be
provided to the Executive's beneficiary designated under the
terms
of the applicable benefit plan. The foregoing benefits will be
provided in addition to any death, disability and other benefits
provided under Company benefit plans in which the Executive
participates. The term "disability" means a condition, resulting
from bodily injury or disease, that renders, and for a six
consecutive month period has rendered, the Executive unable to
perform any and every duty pertaining to his employment with the
Company. A return to work of less than 14 consecutive days will
not be considered as an interruption in the Executive's six
consecutive months of disability. Disability will be determined
by
the Company on the basis of medical evidence satisfactory to the
Company.
8. Cause.
For purposes of this Agreement, the term "Cause" means (i)
fraud or material misappropriation with respect to the business
or
assets of the Company, (ii) persistent refusal or willful failure
of the Executive materially to perform his duties and
responsibilities to the Company, which continues after the
Executive receives notice of such refusal or failure, (iii)
conduct
that constitutes disloyalty to the Company, and that materially
harms or has the potential to cause material harm to the Company,
(iv) conviction of a felony or crime involving moral turpitude,
or
(v) the use of drugs or alcohol that interferes materially with
the
Executive's performance of his duties.
9. Parachute Tax.
If the Company determines that any amounts payable under
this
Agreement would be subject to the excise tax imposed under Code
Section 4999 on "excess parachute payments", the Company will
compute the after-tax amount that would be payable to the
Executive
if the total amounts that are payable to the Executive by the
Company, an affiliate, or a plan of the Company or an affiliate
and
are considered "parachute payments" for purposes of Code Section
280G ("Parachute Payments") were limited to the maximum amount
that
may be paid to the Executive under Code Sections 280G and 4999
without imposition of the excise tax (this after-tax amount is
referred to as the "Capped Amount"). The Company will also
compute
the after-tax amount that would be payable to the Executive if
the
total Parachute Payments were payable without regard to the Code
Sections 280G and 4999 limit (this after-tax amount is referred
to
as the "Uncapped Amount").
Notwithstanding anything in this Agreement to the contrary, if
the
Capped Amount is greater than or equal to 97% of the Uncapped
Amount, then the total benefits and other amounts that are
considered Parachute Payments and are payable to the Executive
under this Agreement will be reduced to the largest amount that
will result in no portion of any such payment being subject to
the
excise tax imposed by Code Section 4999. Tax counsel selected by
mutual consent of the Company and the Executive will determine
the
amount of any such reduction in good faith. The determination
will
be made before the payments are due and payable to the Executive,
to the extent possible. The Executive will determine which
payments will be reduced, subject to approval by the Company
(which
approval may not be unreasonably withheld). The Executive will
have no right to receive Parachute Payments under this Agreement
in
excess of the reduced amount. The calculations under this
Section
will be made in a manner consistent with the requirements of Code
Sections 280G and 4999, as in effect at the time the calculations
are made.
10. Indemnification.
The Company will pay all reasonable fees and expenses, if
any,
(including, without limitation, legal fees and expenses)that are
incurred by the Executive to enforce this Agreement and that
result
from a breach of this Agreement by the Company.
11. Form of Payment.
All amounts payable under this Agreement (other than
restricted stock, if any, which will be paid according to the
terms
of the Company's Performance Achievement Plan) will be paid in
cash, subject to required income and payroll tax withholdings.
12. Option to Elect Early Retirement Benefits.
As provided in Paragraph 2(c) of the Dominion Resources,
Inc.
/ Virginia Electric and Power Company Settlement Agreement of
August 15, l994, the Executive shall have the option for the
three-
year period beginning on the effective date of that Settlement
Agreement to elect the early retirement benefit package in the
form
offered to the Company's executives for acceptance on or before
April 29, l994.
13. Administration.
The Committee will be responsible for the administration and
interpretation of this Agreement on behalf of the Company. If
for
any reason a benefit under this Agreement is not paid when due,
the
Executive may file a written claim with the Committee. If the
claim is denied or no response is received within 90 days after
the
filing (in which case the claim is deemed to be denied), the
Executive may appeal the denial to the Board of Directors within
60
days of the denial. The Executive may request that the Board of
Directors review the denial, the Executive may review pertinent
documents, and the Executive may submit issues and comments in
writing. A decision on appeal will be made within 60 days after
the appeal is made, unless special circumstances require that the
Board of Directors extend the period for another 60 days. If the
Company defaults in an obligation under this Agreement, the
Executive makes a written claim pursuant to the claims procedure
described above, and the Company fails to remedy the default
within
the claims procedure period, then all amounts payable to the
Executive under this Agreement will become due and owing.
<PAGE>
14. Assignment.
The rights and obligations of the Company under this
Agreement
will inure to the benefit of and will be binding upon the
successors and assigns of the Company. If the Company is
consolidated or merged with or into another corporation, or if
another entity purchases all or substantially all of the
Company's
assets, the surviving or acquiring corporation will succeed to
the
Company's rights and obligations under this Agreement. The
Executive's rights under this Agreement may not be assigned or
transferred in whole or in part, except that the personal
representative of the Executive's estate (or other beneficiary
designated under the terms of the applicable benefit plan) will
receive any amounts payable under this Agreement after the death
of
the Executive.
15. Rights Under the Agreement.
The right to receive benefits under the Agreement will not
give the Executive any proprietary interest in the Company or any
of its assets. Benefits under the Agreement will be payable from
the general assets of the Company, and there will be no required
funding of amounts that may become payable under the Agreement.
The Executive will for all purposes be a general creditor of the
Company. The interest of the Executive under the Agreement
cannot
be assigned, anticipated, sold, encumbered or pledged and will
not
be subject to the claims of the Executive's creditors.
16. Notice.
For purposes of this Agreement, notices and all other
communications must be in writing and are effective when
delivered
or mailed by United States registered mail, return receipt
requested, postage prepaid, addressed to the Executive or his
personal representative at his last known address. All notices
to
the Company must be directed to the attention of the Chairman of
the Committee. Such other addresses may be used as either party
may have furnished to the other in writing. Notices of change of
address are effective only upon receipt.
17. Miscellaneous.
This instrument contains the entire agreement of the
parties.
To the extent not governed by federal law, this Agreement will be
construed in accordance with the laws of the Commonwealth of
Virginia, without reference to its conflict of laws rules. No
provisions of this Agreement may be modified, waived or
discharged
unless such waiver, modification or discharge is agreed to in
writing and the writing is signed by the Executive and the
Company.
A waiver of any breach of or compliance with any provision or
condition of this Agreement is not a waiver of similar or
dissimilar provisions or conditions. The invalidity or
unenforceability of any provision of this Agreement will not
affect
the validity or enforceability of any other provision of this
Agreement, which will remain in full force and effect. This
Agreement may be executed in one or more counterparts, all of
which
will be considered one and the same agreement.
WITNESS the following signatures.
VIRGINIA ELECTRIC AND POWER
COMPANY
By: WILLIAM G. THOMAS
William G. Thomas
Chairman, Organization
and Compensation Committee
Dated: April 21, 1995
J. T. RHODES
James T. Rhodes
Dated: April 21, 1995
<PAGE>
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1000000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 9,615
<OTHER-PROPERTY-AND-INVEST> 323
<TOTAL-CURRENT-ASSETS> 813
<TOTAL-DEFERRED-CHARGES> 965
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 11,717
<COMMON> 2,737
<CAPITAL-SURPLUS-PAID-IN> 20
<RETAINED-EARNINGS> 1,281
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4,039
222
594
<LONG-TERM-DEBT-NET> 4,074
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 13
<LONG-TERM-DEBT-CURRENT-PORT> 162
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,614
<TOT-CAPITALIZATION-AND-LIAB> 11,717
<GROSS-OPERATING-REVENUE> 1,076
<INCOME-TAX-EXPENSE> 58
<OTHER-OPERATING-EXPENSES> 826
<TOTAL-OPERATING-EXPENSES> 885
<OPERATING-INCOME-LOSS> 192
<OTHER-INCOME-NET> 2
<INCOME-BEFORE-INTEREST-EXPEN> 194
<TOTAL-INTEREST-EXPENSE> 79
<NET-INCOME> 115
12
<EARNINGS-AVAILABLE-FOR-COMM> 103
<COMMON-STOCK-DIVIDENDS> 100
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 366
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
