As filed with the Securities and Exchange Commission on September 15, 1995
File No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Dominion Resources, Inc.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1229715
(State of Incorporation) (I.R.S. Employer Identification No.)
901 E. BYRD STREET, RICHMOND, VIRGINIA 23219
(804) 775-5700
(Address of principal executive office, including zip code)
DOMINION SUBSIDIARY SAVINGS PLAN
(Full Title of the Plan)
L. R. Robertson, Senior Vice President
W. H. Riggs, Jr., Assistant Corporate Secretary
DOMINION RESOURCES, INC.
901 E. Byrd Street, Richmond, Virginia 23219
(804) 775-5700
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
J. G. Ritter, II
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
CALCULATION OF REGISTRATION FEE*
Title of Amount to be Proposed maximum Proposed maximum Amount of
Securities to be registered offering price aggregate offering registra-
registered per share price tion fee
Common Stock
(without par
value) 100,000 shares $35.875 $3,587,500 $1,237.07
__________
*Estimated solely for the purpose of determining the registration fee and cal-
culated in accordance with Rule 457 and based on the average of the high and
low prices reported on the New York Stock Exchange composite tape by The Wall
Street Journal for September 13, 1995.
In addition, pursuant to rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interest to be
offered or sold pursuant to the employee benefit plans described herein.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not required to be filed.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Dominion Resources, Inc. (Dominion
Resources) with the Securities and Exchange Commission (the Commission) are
incorporated herein by reference and made a part hereof: (i) the Dominion
Resources' Annual Report on Form 10-K for the fiscal year ended December 31,
1994; (ii) the Dominion Resources' Quarterly Report on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995; and (iii) the
description of the Dominion Resources' Common Stock (the Common Stock) in the
Dominion Resources' registration statement filed under the Exchange Act with
respect to the Common Stock, including all amendments and reports filed for the
purpose of updatingsuch description.
In addition, all documents filed by Dominion Resources pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the Exchange Act), after the date of the Prospectus and prior to the filing
of a post-effective amendment that indicates that all securities offered have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be modified or superseded for purposes of the Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
that is incorporated by reference herein modifies or supersedes such earlier
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
1
<PAGE>
Item 6. Indemnification of Directors and Officers.
Article VI of Dominion Resources' Articles of Incorporation mandates
indemnification of its directors and officers to the full extent permitted by
the Virginia Stock Corporation Act (the Virginia Act) and any other
applicable law. The Virginia Act permits a corporation to indemnify its
directors and officers against liability incurred in all proceedings,
including derivative proceedings, arising out of their service to the
corporation or to other corporations or enterprises that the officer or
director was serving at the request of the corporation, except in the case
of willful misconduct or a knowing violation of a criminal law. Dominion
Resources is required to indemnify its directors and officers in all such
proceedings if they have not violated this standard.
In addition, Article VI of Dominion Resources' Articles of Incorporation
limits the liability of its directors and officers to the full extent
permitted by the Virginia Act as now and hereafter in effect. The Virginia
Act places a limit on the liability of a director or officer in derivative
or shareholder proceedings equal to the lesser of (i) the amount specified
in the corporation's articles of incorporation or a shareholder-approved
bylaw; or (ii) the greater of (a) $100,000 or (b) twelve months of
cash compensation received by the director or officer. The limit does not
apply in the event the director or officer has engaged in willful misconduct
or a knowing violation of a criminal law or a federal or state securities
law. The effect of Dominion Resources' Articles of Incorporation, together
with the Virginia Act, is to eliminate liability of directors and officers
for monetary damages in derivative or shareholder proceedings so
long as the required standard of conduct is met.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits:
4(i) -- Articles of Incorporation of Dominion Resources as in effect
on May 4, 1987 (Exhibit 3(i), Form 10-K for the fiscal year
ended December 31, 1993, File No. 1-8489, incorporated by
reference).
4(ii) -- Bylaws of Dominion Resources as in effect on September 21,
1994 (Exhibit 3(ii), Form 10-K for the fiscal year ended
December 31, 1994, File No. 1-8489, incorporated by reference).
4(iii) -- Dominion Subsidiary Savings Plan (filed herewith).
4(iv) -- Dominion Subsidiary Savings Plan Trust Agreement (filed
herewith).
5 -- Opinion of Hunton & Williams (filed herewith).
23 -- Consent of Deloitte & Touche LLP (filed herewith).
24 -- Powers of Attorney (included herein).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
2<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 13(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
To submit the Plan to the Internal Revenue Service in a timely manner for a
determination regarding the Plan's qualification under Section 401(a) of the
Internal Revenue Code and to adopt any amendments required by the Internal
Revenue Service as a condition to the issuance of such determination.
POWERS OF ATTORNEY
Each person whose signature appears below hereby authorizes either agent for
service named in the registration statement as attorney-in-fact, to sign on
his behalf individually and in each capacity stated below and file all amend-
ments and post effective amendments to the registration statement, and
Dominion Resources hereby confers like authority to sign and file on its
behalf.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Commonwealth of Virginia, on the 15th
day of September, 1995.
DOMINION RESOURCES, INC.
By /s/THOS. E. CAPPS
(Thos. E. Capps, Chairman of the Board
of Directors and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities
and on the 15th day of September, 1995.
Signature Title
/s/JOHN B. ADAMS, JR.
John B. Adams, Jr. Director
/s/TYNDALL L. BAUCOM
Tyndall L. Baucom Director
/s/JOHN B. BERNHARDT
John B. Bernhardt Director
/s/THOS. E. CAPPS
Thos. E. Capps Chairman of the Board of Directors
(Chief Executive Officer) and
Director
/s/BENJAMIN J. LAMBERT, III
Benjamin J. Lambert, III Director
/s/RICHARD L. LEATHERWOOD
Richard L. Leatherwood Director
/s/HARVEY L. LINDSAY, JR.
Harvey L. Lindsay, Jr. Director
/s/K. A. RANDALL
K. A. Randall Director
<PAGE>
Signature Title
/s/WILLIAM T. ROOS
William T. Roos Director
/s/FRANK S. ROYAL
Frank S. Royal Director
/s/JUDITH B. SACK
Judith B. Sack Director
/s/RICHARD L. SHARP
Richard L. Sharp Director
/s/S. DALLAS SIMMONS
S Dallas Simmons Director
/s/ROBERT H. SPILMAN
Robert H. Spilman Director
/s/LINWOOD R. ROBERTSON
Linwood R. Robertson Senior Vice President
(Chief Financial Officer)
/s/J. L. TRUEHEART
J. L. Trueheart Vice President and Controller
(Principal Accounting Officer)
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Dominion
Subsidiary Savings Plan committee members have duly caused this registration
statement to be signed on their behalf by the undersigned, thereunto duly
authorized in the City of Richmond, Commonwealth of Virginia, on the 15th day of
September, 1995.
Dominion Subsidiary Savings Plan
By /s/LINWOOD R. ROBERTSON
Linwood R. Robertson, Member of the Committee
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below on the date indicated by the members of the
Committee for the administration of the Dominion Subsidiary Savings Plan on
the 15th day of September, 1995.
Signature
/s/LARRY M. GIRVIN
Larry M. Girvin Chairman
/s/ROBERT E. RIGSBY
Robert E. Rigsby Member
/s/LINWOOD R. ROBERTSON
Linwood R. Robertson Member
/s/J. L. TRUEHEART
J. L. Trueheart Member
EXHIBIT INDEX
Sequentially
Exhibit No. Exhibit Number Page
4(i) Articles of Incorporation as in effect
May 4,1987 (Exhibit 3(i), Form 10-K for
the fiscal year ended December 31, 1993,
File No. 1-8489, incorporated by reference).
4(ii) Bylaws of Dominion Resources, Inc. as in
effect September 21, 1994 (Exhibit 3(ii),
Form 10-K for the fiscal year ended
December 31, 1994, File No. 1-8489,
incorporated by reference).
4(iii) Dominion Subsidiary Savings Plan (filed herewith).
4(iv) Dominion Subsidiary Savings Plan Trust Agreement
(filed herewith).
5 Opinion of Hunton & Williams (filed herewith).
23 Consent of Deloitte & Touche LLP (filed herewith).
24 Powers of attorney (included herein).
Exhibit 4(iii)
DOMINION SUBSIDIARY SAVINGS PLAN
Effective October 1, 1995
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
Section Page
INTRODUCTION . . . . . . . . . . . . . . . . .Introduction-1
ARTICLE I DEFINITIONS
1.01. 401(k) Contribution . . . . . . . . . . . .I-1
1.02. 401(k) Contribution Account . . . . . . . .I-1
1.03. 401(k) Election . . . . . . . . . . . . . .I-1
1.04. Account . . . . . . . . . . . . . . . . . .I-1
1.05. Active Member . . . . . . . . . . . . . . .I-1
1.06. Actual Deferral Percentage or ADP . . . . .I-1
1.07. Administrator . . . . . . . . . . . . . . .I-2
1.8. Affiliate . . . . . . . . . . . . . . . . .I-2
1.9. Alternate Payee . . . . . . . . . . . . . .I-2
1.10. Applicable Funds. . . . . . . . . . . . . .I-2
1.11. Beneficiary or Beneficiaries. . . . . . . .I-2
1.12. Board . . . . . . . . . . . . . . . . . . .I-3
1.13. Cash Equivalent . . . . . . . . . . . . . .I-3
1.14. Code. . . . . . . . . . . . . . . . . . . .I-3
1.15. Committee . . . . . . . . . . . . . . . . .I-3
1.16. Company . . . . . . . . . . . . . . . . . .I-3
1.17. Company Stock . . . . . . . . . . . . . . .I-3
1.18. Company Stock Fund. . . . . . . . . . . . .I-3
1.19. Compensation. . . . . . . . . . . . . . . .I-3
1.20. Contribution Percentage . . . . . . . . . .I-5
1.21. Defined Benefit Plan. . . . . . . . . . . .I-5
1.22. Defined Contribution Plan . . . . . . . . .I-5
1.23. Early Retirement Date . . . . . . . . . . .I-5
1.24. Earnings. . . . . . . . . . . . . . . . . .I-5
1.25. Effective Date. . . . . . . . . . . . . . .I-6
1.26. Employee. . . . . . . . . . . . . . . . . .I-6
1.27. Entry Date. . . . . . . . . . . . . . . . .I-7
1.28. Excess Aggregate Contribution. . . . . . .I-7
1.29. Excess 401(k) Contribution. . . . . . . . .I-7
1.30. Excess Deferral . . . . . . . . . . . . . .I-7
1.31. Family Member . . . . . . . . . . . . . . .I-8
1.32. Fiduciary . . . . . . . . . . . . . . . . .I-8
1.33. Highly Compensated Employee . . . . . . . .I-8
1.34. Hour of Service . . . . . . . . . . . . . I-11
1.35. Limitation Year . . . . . . . . . . . . . I-12
1.36. Matching Contribution . . . . . . . . . . I-12
1.37. Matching Contribution Account . . . . . . I-12
1.38. Member. . . . . . . . . . . . . . . . . . I-12
-i-
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
Section Page
1.39. Named Fiduciary . . . . . . . . . . . . . I-12
1.40. Normal Retirement Date. . . . . . . . . . I-12
1.41. Period of Severance . . . . . . . . . . . I-12
1.42. Plan. . . . . . . . . . . . . . . . . . . I-13
1.43. Plan Year . . . . . . . . . . . . . . . . I-13
1.44. Qualified Domestic Relations Order. . . . I-13
1.45. Qualified Plan or Qualified Trust . . . . I-14
1.46. Restricted 401(k) Member. . . . . . . . . I-14
1.47. Restricted 401(m) Member. . . . . . . . . I-14
1.48. Rollover Account. . . . . . . . . . . . . I-14
1.49. Rollover Contributions. . . . . . . . . . I-15
1.50. Severance from Service Date . . . . . . . I-15
1.51. Special 401(k) Contribution . . . . . . . I-15
1.52. Sponsor . . . . . . . . . . . . . . . . . I-15
1.53. Spouse or Surviving Spouse. . . . . . . . I-15
1.54. Total and Permanent Disability. . . . . . I-15
1.55. Trust Agreement . . . . . . . . . . . . . I-16
1.56. Trust Fund. . . . . . . . . . . . . . . . I-16
1.57. Trustee . . . . . . . . . . . . . . . . . I-16
1.58. Unrestricted 401(k) Member. . . . . . . . I-16
1.59. Unrestricted 401(m) Member. . . . . . . . I-16
1.60. Valuation Date. . . . . . . . . . . . . . I-16
1.61. Vested. . . . . . . . . . . . . . . . . . I-16
1.62. Vesting Service or Years of Vesting
Service. . . . . . . . . . . . . . . I-17
ARTICLE II ELIGIBILITY
2.01. Initial Eligibility . . . . . . . . . . . II-1
2.02. Changes in Employment Status. . . . . . . II-1
2.03. Renewed Participation . . . . . . . . . . II-1
ARTICLE III MEMBERSHIP
3.01. Enrollment. . . . . . . . . . . . . . . .III-1
3.02. Required Information. . . . . . . . . . .III-1
3.03. Termination of Membership . . . . . . . .III-1
3.04. Membership for Purposes of Rollover
Contributions Only . . . . . . . . .III-1
ARTICLE IV COMPANY CONTRIBUTIONS
4.01. 401(k) Contribution . . . . . . . . . . . IV-1
-ii-
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
Section Page
4.02. 401(k) Elections. . . . . . . . . . . . . IV-1
4.03. 401(k) Contribution Limitations . . . . . IV-2
4.04. Special 401(k) Contributions. . . . . . . IV-4
4.05. Matching Contributions. . . . . . . . . . IV-4
4.06. Matching Contribution Limitations . . . . IV-5
ARTICLE V MEMBER ROLLOVER CONTRIBUTIONS . . . . . . .V-1
ARTICLE VI INVESTMENT OPTIONS
6.01. Members' Accounts . . . . . . . . . . . . VI-1
6.02. Investment Elections. . . . . . . . . . . VI-1
6.03. Allocation between Funds. . . . . . . . . VI-2
6.04. Crossover Elections . . . . . . . . . . . VI-2
6.05. Rights, Warrants, and Options . . . . . . VI-2
ARTICLE VII ALLOCATIONS
7.01. Allocations between
Investment Funds . . . . . . . . . .VII-1
7.02. Allocations of Earnings and Losses. . . .VII-1
7.03. Revaluation of Assets . . . . . . . . . .VII-1
7.04. Dividends . . . . . . . . . . . . . . . .VII-2
7.05. Limitations on Annual Additions . . . . .VII-2
7.06. Excess Deferrals. . . . . . . . . . . . .VII-6
7.07. Excess 401(k) Contributions . . . . . . .VII-6
7.08. Excess Aggregate Contributions under
Code Section 401(m). . . . . . . . .VII-7
ARTICLE VIII VESTING
8.01. Vested Accounts . . . . . . . . . . . . VIII-1
8.02. Matching Accounts . . . . . . . . . . . VIII-1
8.03. Vesting Period of Severance Rules . . . VIII-1
ARTICLE IX WITHDRAWALS AND LOANS
9.01. Hardship Withdrawals. . . . . . . . . . . IX-1
9.02. Form of Withdrawal. . . . . . . . . . . . IX-3
9.03. Special 401(k) Distribution
Provisions . . . . . . . . . . . . . IX-3
9.04. Loans . . . . . . . . . . . . . . . . . . IX-4
-iii-
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
Section Page
ARTICLE X DEATH BENEFITS
10.01. Death While Employed. . . . . . . . . . . .X-1
10.02. Death While Disabled. . . . . . . . . . . .X-1
10.03. Distribution to Beneficiary . . . . . . . .X-1
10.04. Death After Termination of
Employment . . . . . . . . . . . . . .X-1
10.05. Proof of Death. . . . . . . . . . . . . . .X-2
ARTICLE XI DISABILITY BENEFITS . . . . . . . . . . . XI-1
ARTICLE XII RETIREMENT BENEFITS
12.01. Distribution Options. . . . . . . . . . .XII-1
12.02. Election. . . . . . . . . . . . . . . . .XII-1
12.03. Statutory Distribution Requirements . . .XII-2
12.04. Direct Rollovers. . . . . . . . . . . . .XII-4
ARTICLE XIII TERMINATION OF EMPLOYMENT
13.01. Distributions . . . . . . . . . . . . . XIII-1
13.02. Buy-Backs . . . . . . . . . . . . . . . XIII-2
ARTICLE XIV FORFEITURES . . . . . . . . . . . . . . .XIV-1
ARTICLE XV VOTING OF COMPANY STOCK . . . . . . . . . XV-1
ARTICLE XVI TRUSTEE . . . . . . . . . . . . . . . . .XVI-1
ARTICLE XVII COMMITTEES
17.01. General . . . . . . . . . . . . . . . . XVII-1
17.02. Members . . . . . . . . . . . . . . . . XVII-2
17.03. Voting. . . . . . . . . . . . . . . . . XVII-2
17.04. Delegation of Responsibilities. . . . . XVII-2
17.05. Duties. . . . . . . . . . . . . . . . . XVII-2
17.06. Action Affecting Committee Member . . . XVII-2
17.07. Agents. . . . . . . . . . . . . . . . . XVII-3
17.08. Expenses. . . . . . . . . . . . . . . . XVII-3
17.09. Officers. . . . . . . . . . . . . . . . XVII-3
17.10. Rules . . . . . . . . . . . . . . . . . XVII-3
-iv-
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
Section Page
ARTICLE XVIII PLAN ADMINISTRATION
18.01. Duties of Members, Beneficiaries and
Contingent Annuitants. . . . . . .XVIII-1
18.02. General . . . . . . . . . . . . . . . .XVIII-1
18.03. Disclosure. . . . . . . . . . . . . . .XVIII-2
18.04. Annual Accountings. . . . . . . . . . .XVIII-2
18.05. Reports . . . . . . . . . . . . . . . .XVIII-3
18.06. Funding Policy. . . . . . . . . . . . .XVIII-3
18.07. Fiduciary Discretion. . . . . . . . . .XVIII-3
ARTICLE XIX CLAIMS PROCEDURE
19.01. Claims. . . . . . . . . . . . . . . . . .XIX-1
19.02. Notice of Denial. . . . . . . . . . . . .XIX-1
19.03. Appeals . . . . . . . . . . . . . . . . .XIX-1
19.04. Disability Claims . . . . . . . . . . . .XIX-2
ARTICLE XX AMENDMENT AND TERMINATION
20.01. Amendment . . . . . . . . . . . . . . . . XX-1
20.02. Termination . . . . . . . . . . . . . . . XX-1
20.03. Disposition of Assets on Termination. . . XX-2
ARTICLE XXI QUALIFICATION AND EXCLUSIVE BENEFIT
21.01. Qualification . . . . . . . . . . . . . .XXI-1
21.02. Exclusive Benefit . . . . . . . . . . . .XXI-1
21.03. Return of Contributions . . . . . . . . .XXI-1
21.04. Errors and Omissions. . . . . . . . . . .XXI-2
ARTICLE XXII MERGERS, CONSOLIDATIONS, AND
TRANSFERS . . . . . . . . . . . . . . . XXII-1
ARTICLE XXIII NON-ALIENATION OF BENEFITS
23.01. General . . . . . . . . . . . . . . . .XXIII-1
23.02. Qualified Domestic Relations Orders . .XXIII-1
ARTICLE XXIV UNCLAIMED BENEFITS. . . . . . . . . . . XXIV-1
-v-
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
Section Page
ARTICLE XXV MISCELLANEOUS
25.01. Construction. . . . . . . . . . . . . . .XXV-1
25.02. Headings. . . . . . . . . . . . . . . . .XXV-1
25.03. Gender. . . . . . . . . . . . . . . . . .XXV-1
25.04. Minors and Incompetents . . . . . . . . .XXV-1
25.05. Execution in Counterparts . . . . . . . .XXV-1
ARTICLE XXVI NO GUARANTEE OF EMPLOYMENT. . . . . XXVI-1
ARTICLE XXVII ADOPTION BY AFFILIATES. . . . . . . . .XXVII-1
ARTICLE XXVIII SIGNATURE PAGE. . . . . . . . . . . . XXVIII-1
APPENDIX A SPECIAL TOP-HEAVY RULES . . . . . APPENDIX A-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
INTRODUCTION
The Dominion Subsidiary Savings Plan is adopted effective
October 1, 1995. The Plan conforms to the provisions of the
Tax Reform Act of 1986 and subsequent statutory and regulatory
changes.
The intent and purpose of the Sponsor in maintaining the
Plan is to provide a tax-qualified plan for the benefit of
employees of non-regulated subsidiaries of Dominion Resources,
Inc. who adopt the Plan, under which employer contributions
are deductible currently from federal tax income. The Sponsor
intends that the Plan be a discretionary defined contribution
plan. The Sponsor intends fully to comply with statutes and
regulations governing wages, compensation, and fringe
employment benefits, especially Code sections 401(a) and
401(k), as amended. All questions arising in the construction
and administration of the Plan must be resolved accordingly.
Introduction-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE I
DEFINITIONS
1.01 401(k) Contribution means the Company's contribution
caused by Members' 401(k) Elections.
1.02 401(k) Contribution Account means that portion of a
Member's Account attributable to 401(k) Contributions.
1.03 401(k) Election means a Member's election, prior to the
time he receives the Compensation to which such election
applies, to defer part of such Compensation and to cause the
Company to make a 401(k) Contribution to the Plan equal to the
amount deferred.
1.04 Account means the assets or value of the Plan's Trust
Fund allocated to a Member. A Member may have several
accounts in the Plan. When Account is used without
modification, it means the sum of all of the Member's accounts
in the Plan. Amounts credited to a Member's Account (other
than a specially segregated account) do not give a Member a
right to or claim on any assets of the Trust Fund.
SEE ALSO 401(k) Contribution Account, Matching Account and
Rollover Account.
1.05 Active Member means a Member who is an Employee.
1.06 Actual Deferral Percentage or ADP means, for purposes of
measuring compliance with Code section 401(k), the average of
the ratios for a specified group of Employees for a Plan Year
(calculated separately for each Employee in the group) of
(a) the Company's 401(k) Contributions allocated to the
Account of each such Employee for the Plan Year, to
(b) the Employee's compensation (as defined in Code
section 414(s)) for the Plan Year.
For purposes of this definition, Employer contributions shall
include (i) 401(k) Contributions, including Excess Deferrals
of Highly Compensated Employees, but excluding Excess
Deferrals of non-Highly Compensated Employees and 401(k)
Contributions taken into account under the Contribution
Percentage test described in Plan section 4.06, provided that
I-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
the ADP test described in Plan section 4.03 is satisfied both
with and without the exclusion of these 401(k) Contributions
and (ii) at the election of the Employer, Special 401(k)
Contributions. The Actual Deferral Percentage of an Employee
who is eligible to but does not make a 401(k) Contribution and
who does not receive an allocation of a Special 401(k)
Contribution is zero.
1.07 Administrator means Dominion Resources, Inc.
1.08 Affiliate means
(a) a member of a controlled group of corporations as
defined in Code section 1563(a), determined without regard to
Code sections 1563(a)(4) and 1563(e)(3)(C), of which an
Employer is a member according to Code section 414(b);
(b) an unincorporated trade or business that is under
common control with an Employer as determined according to
Code section 414(c);
(c) a member of an affiliated service group of which an
Employer is a member according to Code section 414(m); or
(d) any entity required to be aggregated according to Code
section 414(o).
1.09. Alternate Payee means a Member's Spouse, former Spouse,
child, or other dependent who is recognized by a Qualified
Domestic Relations Order as having a right to receive all or a
portion of the benefits payable under the Plan with respect to
such Member.
1.10 Applicable Funds means such investment options
attributable to the 401(k) Contributions to the Plan and any
Rollover Contributions, as applicable, as provided for in
Article VI.
1.11 Beneficiary or Beneficiaries means the individual or
legal entity designated by a Member, Beneficiary or Alternate
Payee to receive any benefits which may be payable under the
Plan upon or after his death. A married Member's Beneficiary
is the Member's Spouse unless the Spouse has consented to the
Member's designation of a different Beneficiary.
Notwithstanding the preceding, to the extent a Qualified
Domestic Relations Order has been entered naming an Alternate
I-2
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
Payee as Beneficiary of all or a portion of any benefit
payable under this Plan on the death of a Member, such
Qualified Domestic Relations Order shall control or supersede,
as applicable, the relevant portion of any such Beneficiary
designation.
1.12. Board means the Board of Directors of Dominion
Capital, Inc.
1.13. Cash Equivalent means short-term commercial paper or
similar investments bearing interest and readily convertible
into cash.
1.14. Code means the provisions of the Internal Revenue Code
of 1986, as amended, as may be in effect from time to time.
Any reference to a specific provision of the Code shall mean
both that provision and any subsequent legislation that
modifies, amends, recodifies, or replaces that provision.
1.15. Committee means the applicable committee referred to
in Article XVII as indicated by the context and circumstances.
1.16. Company means any Affiliate which has adopted the Plan
in accordance with Article XXVII.
1.17. Company Stock means common stock of Dominion Resources,
Inc. It does not include any preferred or preference stock of
Dominion Resources, Inc.
1.18. Company Stock Fund means a fund established by the
Trustee invested in Company Stock, and cash and Cash
Equivalents pending investment in Company Stock.
1.19. Compensation means an Employee's base pay, commissions,
overtime and tips for personal services (without regard to
whether an amount is paid in cash and prior to any elections
under Code section 125 or 401(k)) actually rendered in the
course of employment with a Company maintaining the Plan to
the extent that the amounts are includible in gross income.
(a) Company contributions to a plan of deferred
compensation which are not includible in the Employee's gross
income for the taxable year in which contributed, or Company
contributions under a simplified employee pension plan to the
extent such contributions are deductible by the Employee, or
any distributions from a plan of deferred compensation;
I-3
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
(b) Amounts realized from the exercise of a nonqualified
stock option, or when restricted stock (or property) held by
the Employee either becomes freely transferable or is no
longer subject to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock option;
and
(d) Other amounts which received special tax benefits, or
contributions made by a Company (whether or not under a salary
reduction agreement) towards the purchase of an annuity
described in Code section 403(b) (whether or not the amounts
are actually excludible from the gross income of the
Employee).
For Limitation Years beginning after December 31, 1991, for
purposes of applying the limitations of this Plan section,
Compensation for a Limitation Year is the Compensation
actually paid or made available during such Limitation Year.
For Plan Years beginning after December 31, 1988, the
Compensation for an Employee taken into account under the Plan
for any year must not exceed the maximum amount of
Compensation that may be taken into account under Code section
401(a)(17) for such year. For Plan Years beginning after
December 31, 1988 and before January 1, 1994, the limit is
$200,000 as adjusted. For Plan Years beginning on or after
January 1, 1994, the limit is $150,000 as adjusted.
In determining Compensation for purposes of this limitation,
the rules of Code section 414(q)(6) shall apply, except that
in applying such rules the term "family" shall include only
the spouse of an Employee and any lineal descendants of an
Employee who have not attained age 19 before the end of the
Plan Year. If, as a result of the application of such rules,
the adjusted Code section 401(a)(17) limitation is exceeded,
then the limitation shall be prorated among affected
individuals in proportion to each such individual's
Compensation as determined prior to the application of this
limitation.
For purposes of this Plan's 401(k) provisions relating to
401(k) Elections according to Plan sections 4.01 and 4.02,
Compensation means compensation, as previously defined in this
section, otherwise payable to a Member after the effective
I-4
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
date of a 401(k) Election and during each pay period in which
he is an Employee.
1.20. Contribution Percentage means, for purposes of
measuring compliance with Code section 401(m), the average of
the ratios for a specified group of Employees for a Plan Year
that begins after 1986 (calculated separately for each
Employee in the group) of
(a) the Matching Contributions allocated to the Account for
each such Employee for the Plan Year, to
(b) the Employee's compensation (as defined in Code
section 414(s)) for that Plan Year.
401(k) Contributions, to the extent not taken into account
in the Actual Deferral Percentage test under Plan section
4.03, may be included in a Member's Contribution Percentage.
1.21. Defined Benefit Plan means a plan established and
qualified under Code section 401, other than and to the extent
it is treated as a Defined Contribution Plan.
1.22. Defined Contribution Plan means a retirement plan
(which would constitute a qualified plan under applicable law)
providing for an individual account for each participant
therein and for the payment of benefits based solely on the
amount contributed to the participant's account and any
income, expenses, gains and losses or forfeitures which may be
allocated to such account.
1.23. Early Retirement Date means the first day of the month
next following the date on which a Member attains age 55.
1.24. Earnings, applies to Plan sections 1.35 and 1.38 and to
Appendix A and means for any relevant period, an individual's
wages, salaries for personal services (such as professional
services), and other amounts received from the Company and its
Affiliates for personal services actually rendered. These
Earnings comprise, but are not limited to, commissions paid to
salesmen, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums,
tips, bonuses, fringe benefits reimbursements and expense
allowances, and other amounts permissibly included according
to Treasury regulations as the base for computing statutory
limits on annual benefits and annual additions. These
I-5
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
Earnings do not mean deferred compensation, income
attributable to the receipt or exercise of certain stock
options, and other like distributions that receive
special tax benefits and are excluded from the base for
computing those statutory limits. When computed for any
Limitation Year, these Earnings are those paid (or deemed paid
if the Plan operates to provide benefits according to accrued
Earnings) or made available to the individual within the
Limitation Year. For Limitation Years beginning after
December 31, 1991, Earnings are those paid or made available
to Members within the Limitation Year.
For purposes of Plan sections 1.35 and 1.38 and Appendix A,
for Plan Years beginning after December 31, 1988, annual
Earnings for an Employee taken into account under the Plan for
any year must not exceed the maximum amount that may be taken
into account under Code section 401(a)(17). For Plan Years
beginning after December 31, 1988 and before January 1, 1994,
the limit is $200,000 as adjusted. For Plan Years beginning
on or after January 1, 1994, the limit is $150,000 as
adjusted.
In determining the Earnings for purposes of Plan sections
1.35 and 1.38, the rules of Code section 414(q)(6) shall
apply, except in applying such rules the term "family" shall
include only the spouse of the employee and any lineal
descendants of the employee who have not attained age 19
before the end of the Plan Year. If, as a result of the
application of such rules, the adjusted Code section
401(a)(17) limitation is exceeded, then the limitation shall
be prorated among the affected individuals in proportion to
each such individual's Earnings as determined prior to the
application of this limitation.
1.25. Effective Date means October 1, 1995.
1.26. Employee means any individual employed by the Company
who is scheduled to work 1,000 or more Hours of Service in a
12-month period on the basis of his normal work schedule or
who otherwise actually completes 1,000 or more Hours of
Service in a 12-month period and who has not separated from
service, but excluding (i) any individual who serves only as a
Director of the Company, (ii) any person who is employed as an
independent contractor, (iii) a leased employee (as defined in
Code section 414(n)), (iv) any individual in a job
classification in a certified collective bargaining unit whose
I-6
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
representative has not accepted the provisions of the Plan,
(v) any individual whose services are obtained through an
agency that is not an affiliate, and (vi) any individual who
is providing services on a part-time or temporary basis or
with respect to specific tasks or projects. The preceding
sentence to the contrary notwithstanding, an individual
employed by an Affiliate will be an Employee only if he
satisfies such other requirements as may be prescribed by the
Affiliate's board of directors; provided that such additional
requirements do not adversely affect the Plan's qualification
under Code section 401.
1.27. Entry Date means the date on which an Employee becomes
a Member of the Plan pursuant to Article III.
1.28. Excess Aggregate Contribution means the excess of the
amount of Matching Contributions (and any 401(k) Contributions
taken into account in computing the Contribution Percentage)
actually made on behalf of Highly Compensated Employees for
that Plan Year over the maximum amount of such contributions
permitted under the limitations described in Plan section 4.06
(determined by reducing contributions made on behalf of Highly
Compensated Employees in order of their Contribution
Percentages beginning with the highest of such percentages).
Such determination shall be made after first determining
Excess Deferrals and then determining Excess 401(k)
Contributions.
1.29. Excess 401(k) Contribution means the excess of the
amount of 401(k) Contributions actually paid over to the trust
on behalf of Highly Compensated Employees for that Plan Year,
over the maximum amount of such contributions permitted under
the limitations on Actual Deferral Percentages described in
Plan section 4.03 (determined by reducing Contributions made
on behalf of Highly Compensated Employees in order of their
Actual Deferral Percentages beginning with the highest of such
percentages).
1.30. Excess Deferral means an elective deferral for a
taxable year beginning after December 31, 1986, to the extent
that such elective deferral exceeds $7,000 (or such higher
dollar limit as the Secretary of the Treasury announces at the
same time and in the same manner as the cost-of-living
adjustments applicable to the limitations under Code section
415(d)) in any taxable year. With respect to any taxable
year, a Member's "elective deferrals" are the sum of all
contributions made by an employer on behalf of such Member
pursuant to:
I-7
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
(a) any election to defer under any qualified cash or
deferred arrangement as described in Code section 401(k);
(b) any simplified employee pension cash or deferred
arrangement as described in Code section 402(h)(1)(B);
(c) any eligible deferred compensation under Code section
457;
(d) any plan described under Code section 501(c)(18); and
(e) any contribution from an employer on behalf of a Member
for the purchase of an annuity contract under Code section
403(b) pursuant to a salary-reduction election.
1.31. Family Member, for Plan Years beginning after December
31, 1986, means a member of the family of a five-percent owner
or of a Highly Compensated Employee in the group consisting of
the ten Highly Compensated Employees paid the greatest
Earnings from the Company during the Plan Year. For purposes
of this section, the term "family" means, with respect to any
Employee, such Employee's Spouse and lineal ascendants or
descendants and the Spouses of such lineal ascendants or
descendants. Except as otherwise specified in regulations, a
Family Member is not considered to be an Employee separate
from the Employee whose status under this Plan causes the
individual to be a Family Member.
1.32. Fiduciary means a person or entity as defined in ERISA
section 3(21).
1.33. Highly Compensated Employee or HCE, for Plan Years
beginning after December 31, 1986, refers to those employees
who are determined to be Highly Compensated under the method
set forth in subsection (a) or (b) below. The Administrator
has the discretion to elect the method for making such
determination in any Plan Year and may change the method for
any Plan Year.
(a) Highly Compensated Employee means an employee who,
during the current or immediately preceding Plan Year,
(1) was at any time a five-percent owner (as defined
in Code section 416(i)(1));
(2) received Earnings from an Affiliate in excess
of $75,000 (or such higher dollar limit as the Secretary of
I-8
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
the Treasury announces at the same time and in the same
manner as the cost-of-living adjustments applicable to the
limitations under Code section 415(d)) during that Plan
Year;
(3) received Earnings from the Company or an
Affiliate in excess of $50,000 (or such higher dollar limit
as the Secretary of the Treasury announces at the same time
and in the same manner as the cost-of-living adjustments
applicable to the limitations under Code section 415(d))
during that Plan Year and was in the top 20 percent of the
Employees in Earnings during that Plan Year; or
(4) was at any time an officer of the Company or
an Affiliate and received during that Plan Year Earnings
that exceeded 50 percent of the dollar amount in effect
under Code section 415(b)(1)(A).
For purposes of this section, at least one officer of the
Company or an Affiliate must be treated as a Highly
Compensated Employee, regardless of Earnings. If at least
three officers meet the Earnings figure, no more than ten
percent of the Employees may be treated as such an officer.
In no event may the Plan treat more than 50 Employees as such
officers. For purposes of this section, Earnings will be
determined without regard to Code sections 125, 402(e)(3),
402(h)(1)(B), and in the case of employer contributions made
pursuant to a salary reduction agreement, without regard to
Code section 403(b). The determinations made under this
section must be made in conformity with the rules in Code
section 414(q) and the related Treasury regulations. According
to Code section 414(q)(6)(A)(ii) and for purposes of applying
the limitations under this Plan, any Earnings paid to a Family
Member (and any applicable contribution or benefits on behalf
of such individual) must be treated as if it were paid to (or
on behalf of) the relevant Highly Compensated Employee for
that Plan Year. If an employee is not described in (2), (3)
or (4) for the preceding year, he shall not be treated as
described in (2), (3) or (4) for the current year unless he is
a member of the group consisting of the 100 employees of the
Company and its Affiliates paid the greatest Earnings during
the current year.
(b) Alternatively, Highly Compensated Employee means an
employee who, during the current Plan Year only, met any of
the criteria of paragraphs (1) through (4) of subsection (a).
Determination of Highly Compensated Employees under this
subsection may be made, at the Administrator's discretion, on
I-9
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
the basis of
(1) all "Workers" of the Company and its Affiliates
for the Plan Year being tested; or
(2) all Workers of the Company and its Affiliates
as of a "Snapshot Day." For purposes of identifying Highly
Compensated Employees for the ADP or Contribution Percentage
Tests, the Administrator must, in addition to those
employees who are Highly Compensated Employees on the
Snapshot Day, treat as a Highly Compensated Employee any
Worker for the Plan Year who
(A) terminated employment prior to the
Snapshot Day and was a Highly Compensated Employee in
the prior year;
(B) terminated employment prior to the
Snapshot Day and (i) was a five-percent owner; (ii) had
Earnings for the Plan Year greater than or equal to the
projected Earnings of any Worker who is treated as a
Highly Compensated Employee on the Snapshot Day (except
for Workers who are Highly Compensated Employees solely
because they are officers or five-percent owners) or
(iii) was an officer and had Earnings greater than or
equal to the projected Earnings of any other officer
who is treated as a Highly Compensated Employee solely
because he is an officer; or
(C) becomes employed subsequent to the
Snapshot Day and (i) is a five-percent owner, (ii) has
Earnings for the Plan Year greater than or equal to the
projected Earnings of a Worker who is treated as a
Highly Compensated Employee on the Snapshot Day (except
for Workers who are Highly Compensated Employees solely
because they are officers or five-percent owners) or
(iii) is an officer and has Earnings greater than or
equal to its Affiliates and who is subject to the
control of the Company or its Affiliates.
1.34. Hour of Service means each hour an employee is directly
or indirectly compensated by the Company for the performance
of services for the Company. Such hours shall be credited to
the individual for the computation period in which the duties
are performed. Up to 501 hours for any single continuous
period (whether or not such period occurs in a single
I-11
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
computation period) for which an employee is compensated which
would have constituted Hours of Service but for the fact that
an employee is continuously absent due to illness, incapacity
(including disability), holiday, layoff, vacation, approved
leave of absence, jury duty or military duty and not
performing services for the Company shall also be considered
Hours of Service. Such Hours of Service shall be credited to
the employee in the computation period in which the services
would have been performed but for the fact that the employee
was absent from work. An employee shall also be credited
with an Hour of Service for each hour for which back pay,
irrespective of mitigation of damages, has been awarded or
agreed to by the Company to the extent this does not cause an
employee to receive double credit for the same service. Such
hours shall be credited in the computation period to which the
award or agreement pertains rather than the computation period
in which the award, agreement or payment is made. The Hours
of Service for which an employee is credited when he is not
performing duties shall be calculated on the basis of the
employee's normally scheduled working hours in the unit of
time on the basis of which the payment is calculated or on the
basis of the employee's most recent hourly rate of
compensation in the case of payments not calculated on the
basis of units of time. Notwithstanding the above, each
employee shall be deemed to complete ten Hours of Service for
each day for which such employee would be credited with at
least one Hour of Service under the Plan, except that
employees who are not compensated on the basis of units of
time shall be credited under the preceding sentence to the
extent it does not cause an employee to receive double credit
for the same service.
1.35. Limitation Year means the Plan Year.
1.36. Matching Contribution means the Company's contribution
described in Plan section 4.05.
1.37. Matching Contribution Account means that portion of a
Member's Account attributable to Matching Contributions.
1.38. Member means an Employee who has satisfied the
conditions for Membership set forth in Article III and who has
agreed to participate in the Plan. Membership in the Plan
shall cease after a Member's entire interest in the Plan has
been distributed to him.
I-12
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
1.39. Named Fiduciary means Dominion Capital, Inc.
1.40. Normal Retirement Date means the first day of the month
next following the date on which a Member attains age 65.
1.41. Period of Severance means the period beginning on an
individual's Severance from Service Date and ending on the
first day he is credited with an Hour of Service for the
performance of duties.
In the case of an individual who is on a Maternity or
Paternity Leave of Absence that began on or after January 1,
1985, the 12-consecutive month period beginning on the first
anniversary of the first date of the Maternity or Paternity
Leave of Absence shall not constitute a Period of Severance
for eligibility and vesting purposes. Maternity or Paternity
Leave of Absence means an absence by reason of the pregnancy
of the individual, by reason of the birth of a child of the
individual, by reason of the placement of a child with the
individual in connection with the adoption of the child by
such individual, or for purposes of caring for the child for a
period beginning immediately following such birth or
placement.
Despite the preceding subsections, solely for purposes of
determining whether a Period of Severance for participation or
vesting purposes has occurred during a computation period, an
individual who takes unpaid leave under the Family and Medical
Leave Act on or after August 5, 1993, will receive credit for
the Hours of Service that normally would have been credited to
such individual but for such leave. The total number of Hours
of Service that can be credited under this subsection cannot
exceed 501, and such Hours of Service shall be credited (i) in
the computation period in which the absence began if necessary
to prevent the Period of Severance in that period, or (ii) in
all other cases, in the following computation period. Any
individual who receives credit for Hours of Service for a
Maternity or Paternity Leave of Absence above will not receive
credit for those same Hours of Service under this Plan
section.
1.42. Plan means the Dominion Subsidiary Savings Plan.
1.43. Plan Year means the 12-month period beginning on
January 1 and ending on December 31 of each calendar year.
I-13
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
1.44. Qualified Domestic Relations Order means a judgment,
decree, order, or approval of a property settlement agreement
entered on or after January 1, 1985, that
(a) relates to the provision of child support, alimony
payments, or marital property rights to an Alternate Payee;
(b) is made pursuant to a state domestic relations or
community property law;
(c) creates or recognizes the right of, or assigns the
right to, an Alternate Payee to receive all or a portion of
the benefit payable with respect to the Member under this
Plan;
(d) clearly specifies (i) the name and last known mailing
address (if available) of the Member and the name and mailing
address of each Alternate Payee, unless the Committee has
reason to know the address independently of the Order; (ii)
the amount or percentage of the Member's benefits to be paid
by the Plan to each Alternate Payee or the manner in which
such amount or percentage is to be determined; (iii) the
number of payments or period to which the Order applies; and
(iv) each plan to which the Order applies;
(e) does not require the Plan to provide any type or form
of benefit, or any option, not otherwise provided under the
Plan;
(f) does not require the Plan to provide increased benefits
(that is, does not provide for the payment of benefits in
excess of the actuarial equivalent of the benefits to which
the Member would be entitled in the absence of the Order); and
(g) does not require the payment of benefits to an
Alternate Payee that are required to be paid to another
Alternate Payee under another order determined previously to
be a Qualified Domestic Relations Order.
A domestic relations order entered before January 1, 1985,
is a Qualified Domestic Relations Order if payment of benefits
pursuant to that Order has begun as of such date, regardless
of whether the order satisfies the requirements of Code
section 414(p), and even if payments have not begun by January
1, 1985, pursuant to such order, it may still be treated as a
Qualified Domestic Relations Order even though it does not
satisfy the requirements of Code section 414(p).
I-14
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
1.45. Qualified Plan or Qualified Trust refers to a plan or a
trust maintained as part of a plan in compliance with Code
part I, subchapter D, chapter 1, subtitle A.
1.46. Restricted 401(k) Member, for purposes of measuring
compliance with Code section 401(k), means an Employee who is
eligible under the terms of the Plan (without regard to any
suspension due to a distribution or election not to
participate by reason of Code section 415) to have 401(k)
Contributions allocated to his Account for the Plan Year and
who is a Highly Compensated Employee.
1.47. Restricted 401(m) Member, for purposes of measuring
compliance with Code section 401(m), means, for Plan Years
beginning after December 31, 1986, an Employee who is eligible
under the terms of the Plan (without regard to any suspension
due to a distribution or election not to participate or by
reason of the limitations of Code section 415) to have
Matching Contributions (or 401(k) Contributions, if the Plan
takes 401(k) Contribution allocations into account in
determining Contribution Percentages) allocated to his Account
for the Plan Year and who is a Highly Compensated Employee.
1.48. Rollover Account means that portion of a Member's
Account to which his Rollover Contributions are credited.
1.49. Rollover Contributions means a transfer of assets to a
qualifying retirement plan according to Code section 402(c),
403(a)(4) or 408(d)(3). Unless specific Plan provisions
require otherwise, a transfer of assets to the Trust Fund in a
transaction otherwise satisfying one of the foregoing Code
sections is considered a Rollover Contribution to the extent
the assets transferred are not attributable to current Company
contributions.
1.50. Severance from Service Date means the earlier of the
dates an Employee
(a) quits, retires, is discharged, or dies, or
(b) the first anniversary of the date an Employee remains
absent from service (with or without Compensation) from the
Company or an Affiliate for any reason other than quitting,
retirement, discharge or death, such as vacation, sickness,
disability, leave of absence or layoff.
I-14
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
1.51. Special 401(k) Contribution means any contribution made
by the Company (other than Matching Contributions) pursuant to
Plan section 4.04 and allocated to a Member's 401(k) Account.
1.52. Sponsor means Dominion Capital, Inc.
1.53. Spouse or Surviving Spouse means the person to whom a
Member was legally married on the earlier of his distribution
date or his death. To the extent provided in any Qualified
Domestic Relations Order, a former spouse will be treated as
the Member's Spouse or Surviving Spouse for purposes of the
survivor annuity requirements.
1.54. Total and Permanent Disability means a condition,
determined on the basis of medical evidence satisfactory to a
physician designated by the Administrator, rendering a Member,
due to bodily injury or disease, unable to perform services as
follows: (i) during the first two years of such disability
(measured from the commencement of such disability rather than
the commencement of benefit payments) such Member is unable to
perform any and every duty pertaining to his employment with
the Company; and (ii) thereafter, such Member is unable to
engage in any occupation or perform any work for compensation
or profit for which he is or may become reasonably fitted by
education, training or experience. In no event shall such
condition be deemed to exist during any period that the Member
is not under the regular care and attendance of a legally
qualified physician or during any period that he engages in
any occupation or performs any work for compensation or
profit.
1.55. Trust Agreement means the agreement between the Company
and the Trustee providing for the establishment and management
of the Trust Fund.
1.56. Trust Fund means the assets of the Plan which are held
in trust by the Trustee pursuant to the terms of a Trust
Agreement and the Plan.
1.57. Trustee means such individuals or entities as may be
appointed by the Board to hold the assets of the Trust Fund
pursuant to the terms of the Trust Agreement.
1.58. Unrestricted 401(k) Member means, for the purposes of
measuring compliance with Code section 401(k), an Employee who
is otherwise authorized under the terms of the Plan (without
I-15
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
regard to any suspension due to a distribution or election not
to participate or by reason of the limitations of Code
section 415) to have 401(k) Contributions allocated to his
Account for all or part of the Plan Year and who is not a
Highly Compensated Employee or a Family Member.
1.59. Unrestricted 401(m) Member means, for purposes of
measuring compliance with Code section 401(m), for Plan Years
beginning after December 31, 1986, an Employee who is
otherwise authorized under the terms of the Plan (without
regard to any suspension due to a distribution or election not
to participate or by reason of the limitations of Code section
415) to have Matching Contributions (or 401(k) Contributions,
if the Plan takes 401(k) Contribution Allocations into account
in determining Contribution Percentages) allocated to his
Account for all or part of the Plan Year and who is not a
Highly Compensated Employee or a Family Member.
1.60. Valuation Date means the last business day of each
calendar quarter and such other dates as may be designated by
the Company.
1.61. Vested means an interest in a given account or portion
of an account which may not be forfeited by a Member for any
reason. A Member's vested interest in a particular account,
however, may vary from time to time based on market
fluctuations or income or losses properly allocable to that
account.
1.62. Vesting Service or Years of Vesting Service means an
individual's period of employment with the Company or an
Affiliate beginning with the first day that he receives credit
for an Hour of Service for the performance of duties and
continuing until his Severance from Service Date. Despite the
preceding sentence to the contrary, an individual's Vesting
Service does not include (i) his service with an Affiliate
prior to the earlier of the date the entity becomes an
Affiliate unless all or part of such service is recognized as
Vesting Service in a resolution of the Board or in the
adoption agreement evidencing the Company's participation
in the Plan or (ii) his service with an entity that is merged
with or acquired by the Company prior to the date specified in
the applicable resolution of the Board or its delegate. To
the extent required by the Code, Vesting Service includes all
periods of employment (including employment before the
effective date of the Plan and employment as a non-Member or
I-16
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
as an employee who is not an Employee) with the Company, an
Affiliate, with any predecessor business or employer that has
maintained this Plan or a predecessor plan, and any other
periods of employment that regulations prescribed under the
authority of the Secretary of the Treasury of the United
States require to be treated as employment for the Company or
an Affiliate. Vesting Service includes an individual's Period
of Severance (up to a maximum of 12 months) if he receives
credit for an Hour of Service for the performance of duties
before the earlier of
(a) the anniversary of the date he quit, was discharged, or
retired; or
(b) the anniversary of the date he was first absent from
work for vacation, holiday, sickness, disability, leave of
absence, or layoff, if he quit, retired, or was discharged
during that period of absence. Vesting Service also includes
an individual's military service in the armed forces of the
United States of America for a period and in a capacity such
that his reemployment rights are protected by federal law,
unless and until he is discharged from military service or
ceases to be on active duty and does not return to service
with the Company or an Affiliate within 90 days or within any
longer period during which his reemployment rights are
protected by federal law.
A Member's vested interest under the Plan will be determined
based on his whole years of Vesting Service. All periods of
Vesting Service required to be recognized under the Plan
(whether or not consecutive) will be aggregated on the basis
of days, and an individual will be entitled to a whole year of
Vesting Service for each 365 days of service.
I-17<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE II
ELIGIBILITY
2.01 Initial Eligibility
(a) Each Employee who is employed by the Company on October
1, 1995, and has attained age 18 and been employed by the
Company for six months shall be eligible to become a Member of
the Plan on October 1, 1995.
(b) Each other Employee shall be eligible to become a
Member of the Plan on the first day of any January, April,
July, or October after he has attained age 18 and been
employed by the Company for six months.
(c) For purposes of this section, employment with
Chesterfield Energy Corp., Stonewall Gas Company, Gas
Exploration and Development Company, Governor's Land
Management Co. and East West Partners shall be treated as
employment with the Company.
2.02 Changes in Employment Status
If an individual who has attained age 18 and been employed
by the Company for six months becomes an Employee because of a
change in his employment status, he is eligible to become a
Member in the Plan on the first day of any January, April,
July, or October after his status as an Employee begins. If
an individual becomes an Employee due to a change in his
employment status but has not attained age 18 or has not been
employed by the Company for at least six months, he is
eligible to become a Member in the Plan according to Plan
section 2.01.
If a Member does not terminate employment but changes jobs
and is no longer an Employee, he ceases to be an Active Member
in the Plan, at the end of the pay period in which he changes
jobs.
2.03 Renewed Participation
A Member who has terminated employment and again becomes an
Employee is eligible to again become a Member in the Plan as
of the first day of the calendar quarter that follows his
reemployment as an Employee by at least 30 days. Such
Employee may participate as of that day by submitting to the
II-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
Company a 401(k) Election on the appropriate enrollment card
30 days prior to that date. If he does not elect to
reparticipate as of that date, he will be treated as a Member
who suspended his 401(k) Election under Plan section 4.02(c).
II-2<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE III
MEMBERSHIP
3.01 Enrollment
An Employee who becomes eligible to be a Member in the Plan
shall become a Member of the Plan by submitting to the Company
a 401(k) Election on the appropriate enrollment card 30 days
prior to the date on which he may commence participation in
the Plan.
For any Employee who is eligible to be a Member of the Plan
on October 1, 1995, such Employee shall be provided with the
appropriate enrollment information prior to that date to
enable the Employee to begin making elective deferrals as of
such date.
3.02 Required Information
Each Member or Beneficiary hereunder agrees to furnish to
the Company any information or proof requested from time to
time by the Company to enable it to administer the Plan.
Benefits will not be distributed to any Member or Beneficiary
until such information has been furnished.
3.03 Termination of Membership
No Member may make contributions to the Plan after he has
died, become Totally and Permanently Disabled, retired or has
otherwise separated from the service of the Company, except
that a contribution shall be made for any Compensation he
received or was entitled to receive for the calendar year of
such death, Total and Permanent Disability, retirement or
separation from service. Membership in the Plan shall cease
after a Member's entire interest in the Plan has been
distributed to him or transferred to another qualified plan.
3.04 Membership for Purposes of Rollover Contributions Only
Notwithstanding anything herein to the contrary, if Rollover
Contributions have been authorized by the Administrator, an
Employee shall become a Member as of the date a Rollover
Contribution is made on his behalf, if he has not already
become a Member. Such person shall be a Member for purposes
of such Rollover Contribution, and shall not be eligible to
III-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
of such Rollover Contribution, and shall not be eligible
tomake a contribution under Plan section 4.02. unless he has
satisfied the requirements of Plan sections 2.01 and 3.01.
III-2
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE IV
COMPANY CONTRIBUTIONS
4.01 401(k) Contribution
The Company's 401(k) Contribution for a Plan Year (or any
shorter period determined by the Administrator) is the total
of the 401(k) Elections made by Members during that Plan Year
or such shorter period and allowed according to Plan section
4.02. The Company must contribute 401(k) Contributions to the
Trust Fund as soon as practicable after they are made but in
no event later than 90 days after the payroll period to which
the 401(k) Contributions relate. A Member may cause a 401(k)
Contribution for himself only with regard to Compensation that
is deferred according to a 401(k) Election.
4.02 401(k) Elections
(a) An Employee may submit an initial 401(k) Election to
the Company (on forms to be supplied by the Company)
indicating an amount of unpaid Compensation that he desires to
cause to be made as a 401(k) Contribution by way of an
elective deferral for that Plan Year. Such initial 401(k)
Election must be submitted to the Company in accordance with
the provisions of Article III. Subject to subsection (d), a
Member's 401(k) Election must specify a percentage which is at
least two but not more than ten percent of his unpaid
Compensation for the Plan Year, determined in multiples of one
percent and rounded to the nearest even cent. For any
Employee who is eligible to be a Member of the Plan on
October 1, 1995, such Employee shall be provided with the
appropriate enrollment information prior to that date to
enable the Employee to begin making elective deferrals as of
such date. For periods beginning after October 1, 1995, a
Member's initial 401(k) Election shall be made 30 days prior
to the first day of the January, April, July, or October, as
applicable, on which he may commence participation in the
Plan. An Employee's initial 401(k) Election will continue
until changed or suspended by such Employee pursuant to
subsections (b) and (c).
(b) Unless otherwise announced by the Administrator, an
Active Member may amend his 401(k) Election up to 30 days
prior to January 1, April 1, July 1 or October 1 of each Plan
IV-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
Year and such amendment shall become effective on such January
1, April 1, July 1 or October 1, as applicable. No amendment
of any 401(k) Election may be made that results in a
percentage that is less than two or more than ten percent of
the Member's unpaid Compensation for the Plan Year. An
amendment applies only to the Member's unpaid Compensation
that has not been reserved on the Company's books pursuant to
the Member's 401(k) Election for that Plan Year. All revised
401(k) Elections are subject to the adjustments authorized in
Plan section 4.03.
(c) A Member may suspend his 401(k) Election at any time by
giving the Company notice 15 days prior to the pay date for
which the suspension is to be effective. A suspension applies
only to the Member's unpaid Compensation that has not been
reserved on the Company's books pursuant to the Member's
401(k) Election for that Plan Year. After a suspension of his
401(k) Election, an Active Member may submit a new 401(k)
Election as of the first day of any calendar quarter after the
end of the month in which such suspension was effective. The
new 401(k) Election must be submitted to the Company 30 days
prior to the date for which it is to be effective.
(d) A Member may not submit 401(k) Elections that would
result in elective deferrals under this Plan of more than
$7,000 (or such dollar limit as the Secretary of the Treasury
announces at the same time and in the same manner as the
cost-of-living adjustments applicable to limitations under
Code section 415(d)) in any calendar year.
4.03 401(k) Contribution Limitations
(a) The Plan is intended to qualify as a cash-or-deferred
arrangement according to Code section 401(k), and all Plan and
Trust Agreement provisions must be construed to facilitate
that qualification.
(b) For purposes of measuring compliance with Code
section 401(k), it is necessary to divide the Employees into
Restricted 401(k) Employees and Unrestricted 401(k) Employees.
(c) The Actual Deferral Percentage for Restricted 401(k)
Employees for each Plan Year and the Actual Deferral
Percentage for Unrestricted 401(k) Employees for the same Plan
Year must satisfy one of the following tests:
IV-2<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
(1) The Actual Deferral Percentage for Members who
are Restricted 401(k) Employees shall not exceed the Actual
Deferral Percentage for Members who are Unrestricted 401(k)
Employees multiplied by 1.25; or
(2) The Actual Deferral Percentage for Members who
are Restricted 401(k) Employees for the Plan Year shall not
exceed the Actual Deferral Percentage for Members who are
Unrestricted 401(k) Employees multiplied by 2.0; provided,
however, that the Actual Deferral Percentage for Members who
are Restricted 401(k) Employees does not exceed the Actual
Deferral Percentage for Members who are Unrestricted 401(k)
Employees by more than two percentage points. The
percentage difference between the Actual Deferral Percentage
for Members who are Restricted 401(k) Employees and Members
who are Unrestricted 401(k) Employees permissible under this
paragraph may be reduced as the Secretary of the Treasury
shall prescribe to prevent the multiple use of this
alternate limitation with respect to any Restricted 401(k)
Employee.
(d) To meet the limitations of this section, to avoid
discrimination prohibited by Code section 401(a)(4), to
prevent the creation of Excess 401(k) Contributions for
purposes of Code section 401(k) or Excess Aggregate
Contributions for purposes of Code section 401(m), or, if it
is otherwise necessary to do so, to preserve the Plan's status
as a qualified plan or to preserve the Plan's 401(k) features
as a qualified cash-or-deferred arrangement according to Code
section 401(k), the Administrator may adjust or reject
altogether any applications authorizing salary reduction
elections from Restricted 401(k) Employees. The
Administrator also may reduce any Member's 401(k) Election to
prevent that Member from causing Excess Deferrals to his
Account.
(e) For purposes of satisfying the ADP test, 401(k)
Contributions and Special 401(k) Contributions must be
contributed and allocated to the Trust Fund no later than the
last day of the 12-month period immediately following the Plan
Year for which such contributions are deemed made.
(f) The Administrator shall maintain records sufficient to
demonstrate satisfaction of the ADP test. The determination
and treatment of 401(k) Contributions and Special 401(k)
Contributions and the ADP of any Member shall satisfy such
IV-3
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
other requirements as may be prescribed by the Secretary of
the Treasury from time to time.
(g) The ADP for any Member who is a Restricted 401(k)
Employee for the Plan Year and who participates in two or more
arrangements described in Code section 401(k) that are
maintained by an Affiliate, shall be determined as if all
401(k) Contributions and Special 401(k) Contributions
allocated to his Account are made under a single arrangement.
If a Highly Compensated Employee participates in two or more
arrangements described in Code section 401(k) that are
maintained by an Affiliate and that have different Plan Years,
all such arrangements ending with or within the same calendar
year shall be treated as a single arrangement. Notwithstanding
the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under regulations under Code section
401(k).
(h) In the event that this Plan satisfies the requirements
of Code section 401(k), 401(a)(4) or 410(b) only if aggregated
with one or more other plans, or if one or more other plans
satisfy the requirements of such Code sections only if
aggregated with this Plan, then this section shall be applied
by determining the ADP of Members as if all such plans were a
single plan. For Plan Years beginning after December 31,
1989, plans may be aggregated in order to satisfy Code section
401(k) only if they have the same Plan Year.
4.04. Special 401(k) Contributions
(a) In lieu of distributing Excess 401(k) Contributions, as
provided in Plan section 7.07, the Employer may make a Special
401(k) Contribution on behalf of both Restricted 401(k)
Employees and Unrestricted 401(k) Employees that is sufficient
to satisfy the Actual Deferral Percentage test described in
Plan section 4.03 or the Contribution Percentage test in Plan
section 4.06.
(b) Special 401(k) Contributions shall be fully vested and
nonforfeitable when made and shall be subject to the
distribution restrictions governing 401(k) Contributions as
provided in Plan section 9.04.
4.05. Matching Contributions
The Company shall contribute monthly on behalf of each
Member an amount equal to 50 percent of the total of such
IV-4
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
Member's 401(k) Contribution allocations for that period, but
not exceeding three percent of such Member's Compensation for
such period. No contributions will be made by the Company on
behalf of a Member during a period in which the Member has
received no 401(k) Contribution allocations.
4.06 Matching Contribution Limitations
(a) The Contribution Percentage for Restricted 401(m)
Employees for each Plan Year and the Contribution Percentage
for Unrestricted 401(m) Employees for the same Plan Year must
satisfy one of the following tests:
(1) The Contribution Percentage for Members who are
Restricted 401(m) Employees for the Plan Year shall not
exceed the Contribution Percentage for Members who are
Unrestricted 401(m) Employees for the Plan Year multiplied
by 1.25; or
(2) The Contribution Percentage for Members who are
Restricted 401(m) Employees for the Plan Year shall not
exceed the Contribution Percentage for Members who are
Unrestricted 401(m) Employees for the Plan Year multiplied
by two, provided, however, that the Contribution Percentage
for Members who are Restricted 401(m) Employees does not
exceed the Contribution Percentage for Members who are
Unrestricted 401(m) Employees by more than two percentage
points. The percentage difference between the Members who
are Restricted 401(m) Employees and the Members who are
Unrestricted 401(m) Employees permissible under
this paragraph may be reduced as the Secretary shall
prescribe to prevent the multiple use of this alternative
limitation with respect to any Restricted 401(m) Employee.
(b) The Employer may treat Special 401(k) Contributions (to
the extent not used to satisfy the ADP test) and all or part
of the 401(k) Contributions for the Plan Year as Matching
Contributions for purposes of calculating the Contribution
Percentage, provided the ADP test of Plan section 4.03 is
satisfied both including and excluding 401(k) Contributions
that are treated as Matching Contributions for purposes of the
Contribution Percentage test.
(c) The Administrator shall maintain records sufficient to
demonstrate satisfaction of the Contribution Percentage Test.
The determination and treatment of the Contribution Percentage
IV-5
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
of any Member shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.
(d) For purposes of determining the Contribution Percentage
of a Member who is a five-percent or one of the 10 most highly
paid Highly Compensated Employees, Matching Contributions and
Compensation of such Member shall include Matching
Contributions and compensation of Family Members. Family
Members, with respect to Restricted 401(m) Employees shall be
disregarded as separate Employees in determining the
Contribution Percentage both for Members who are Unrestricted
401(m) Employees and for Members who are Restricted 401(m)
Employees.
(e) For purposes of satisfying the Contribution Percentage
test, Matching Contributions and Special 401(k) Contributions
must be paid to the Trust Fund no later than the last day of
the 12-month period immediately following the Plan Year for
which such contributions are deemed to be made.
(f) For purposes of this section, the Contribution
Percentage for any Member who is a Restricted 401(m) Employee
and who is eligible to have Matching Contributions allocated
to his Account under two or more plans described in Code
section 401(a), or arrangements described in Code section
401(k), that are maintained by an Affiliate, shall be
determined as if the total of such Matching Contributions was
made under each plan. If a Highly Compensated Employee
participates in two or more cash or deferred arrangements that
have different plan years, all cash or deferred arrangements
ending with or within the same calendar year shall be treated
as a single arrangement. Notwithstanding the foregoing,
certain plans shall be treated as separate if mandatorily
disaggregated under regulations under Code section 401(m).
(g) In the event that the Plan satisfies requirements of
Code section 401(m), 401(a)(4) or 410(b) only if aggregated
with one or more other plans, or if one or more other plans
satisfy the requirements of Code section 410(b) only if
aggregated with the Plan, then this Plan section shall be
applied by determining the Contribution Percentages of Members
as if all such plans were a single plan. For Plan Years
beginning after December 31, 1989, the Plans may be aggregated
in order to satisfy Code section 401(m) only if they have the
same Plan Year.
IV-6
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
4.07 General Provisions on 401(k) Contributions
(a) The Administrator may authorize contributions to be made
on a salary reduction basis and may also authorize Members to
cause other additions to be made to their Accounts each Plan
Year under this Plan section so long as such elections can be
made without exceeding the limitations described in Plan
section 4.03, can be made in a manner that is consistently
applied to all Members, afford the same opportunities to all
similarly situated Members, and are implemented in a manner
which does not discriminate in favor of Restricted 401(k) and
401(m) Employees.
(b) An Employee may elect to begin such elections at the
beginning of any calendar quarter after becoming a Member.
The Administrator may also establish rules limiting the number
of elections that a Member may submit each Plan Year and rules
regarding changes in elections or cancellations of elections.
An election remains in effect until it is changed or canceled.
(c) In order to assure compliance with Plan section 4.03,
the Administrator may establish such closing dates and
formulate such other rules and procedures as may be necessary
to administer the provisions of this Plan section so long as
such rules are established and administered on a uniform and
nondiscriminatory basis.
IV-7
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE V
MEMBER ROLLOVER CONTRIBUTIONS
With the approval of the Administrator, a Member may
transfer through (i) a rollover from an individual retirement
account established pursuant to Code section 408, or (ii) a
direct rollover from another Qualified Plan or Trust to a
Rollover Account to be held by the Trustee on his behalf, any
nonforfeitable interest he has in assets attributable to
contributions made by an employer under another Qualified Plan
or Trust, provided, however, that the Trustee shall only
accept contributions that satisfy the requirements of Code
section 402(c), 403(a)(4) or 408(d)(3). Rollover
Contributions shall be made in cash. Rollover Contributions
shall be separately accounted for and are at all times
nonforfeitable. Any earnings, gains and losses on a Member's
Rollover Account shall be allocated to such Member's Account
as of each Valuation Date.
The Trustee may not accept any contributions that are
transferred directly from a Qualified Plan that would subject
the Plan to the annuity requirements of Code section
401(a)(11) and 417.
V-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE VI
INVESTMENT OPTIONS
6.01 Members' Accounts
The Trustee shall maintain a separate Account for each
Member to which shall be credited or charged the Member's
share of 401(k) Contributions, Matching Contributions and
Rollover Contributions, as applicable, as well as a
proportionate share of the net earnings, gains or losses of
the Trust Fund allocable to the investment of the applicable
Accounts, and any withdrawals or distributions allocable to
such Accounts. Each Account shall be composed of the
following sub-accounts: (i) 401(k) Contribution
Account, (ii) a Matching Contribution Account and (iii)
Rollover Account, as applicable.
6.02 Investment Elections
All amounts allocated to the Matching Contribution Account
will be invested in the Company Stock Fund. Each Member may
elect to have his 401(k) Contribution Account and his Rollover
Account, as applicable, invested entirely in the Company Stock
Fund, entirely in the Interest Bearing Account Fund, the
Balanced Fund, the Equity Index Fund or the America's Utility
Fund, or to have any increment of 10% invested in any
combination of such funds for a total of 100%. Such
investment options shall be deemed the Applicable Funds. Any
election hereunder shall be made at the time a Member
authorizes the Company to withhold his contributions
to the Plan and shall continue in force until modified as
provided herein. If no election is made, a Member will be
deemed to have elected to have his contributions invested
entirely in the Company Stock Fund. Any existing election may
be amended to adopt other options as of the following January
1, April 1, July 1, or October 1 upon notice given to the
Company at least 30 days in advance of such date.
The Administrator shall provide Members with sufficient
information concerning the Applicable Funds to permit the
Member to make an informed investment decision.
Alternatively, the Administrator may provide Members with
directions as to how such investment information may be
obtained.
VI-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
6.03 Allocation between Funds
As of the close of each month, the Member's contributions
for that month which have been allocated to the various
sub-accounts shall be divided within such sub-account into
portions of the Applicable Funds based on the applicable
percentages of the then effective options. Company Stock will
be purchased by the Plan throughout the month and credited to
Members' accounts at month end as provided in Plan section
7.01.
6.04 Crossover Elections
A Member may elect, pursuant to procedures announced by the
Administrator, to change the existing investment position of
his 401(k) Contribution Account or his Rollover Account, as
applicable, four times a year, effective January 1, April 1,
July 1 or October 1. Pursuant to such election, a Member may
cause a transfer of any multiple of 10%, for a total of 100%
of the total value of his interest in the Applicable Funds
(valued as of the Valuation Date preceding the effective date
of the election) from one investment option comprising the
Applicable Funds to the other investment option comprising the
Applicable Funds. Despite the preceding to the contrary, the
Administrator, in its discretion, may adopt special procedures
regarding crossover elections as may be necessary to ensure
compliance with federal and state securities laws.
6.05 Rights, Warrants, and Options
A Member shall have no right of request, direction or demand
upon the Trustee to execute on his behalf any rights, warrants
or options issued with respect to Company Stock credited to
his account, and the Trustee, in its discretion, may exercise
or sell any such rights, warrants or options. In the event
such warrants, rights or options are sold, the accounts of
each Member of the Plan shall be credited with their
appropriate share of the proceeds. In the event such
warrants, rights or options are exercised by the Trustee, each
Member's accounts will be credited with the value of such
warrants, rights or options on the date of exercise, but not
the shares thereby acquired.
VI-2
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE VII
ALLOCATIONS
7.01 Allocations between Investment Funds
As of the last business day of each calendar month,
contributions allocated to a Member's account shall be divided
by the Trustee between the Company Stock Fund and the
Applicable Funds in accordance with the provisions of Plan
section 6.02. A Member's account in the Applicable Funds
shall also reflect a cash balance to the extent paid or
accrued contributions allocated to such Fund have not been
invested. Such amounts may be invested in Cash Equivalents on
an aggregate basis by the Trustee.
7.02 Allocations of Earnings and Losses
As of each Valuation Date, before crediting the amounts
allocated to any Member for that month under Plan section 7.01
and the following sentence, the Trustee shall apportion among
the Members' Applicable Funds the net income or loss, less any
reasonable administrative expenses not paid by the Company,
earned on contributions held by the Trustee pending investment
in the Applicable Funds, such income or loss to be apportioned
on the basis of each Member's contributions to each Applicable
Fund since the preceding Valuation Date. As of each Valuation
Date, before crediting the amounts allocated to any Member
since the preceding Valuation Date under Plan section 7.01,
the Trustee shall apportion among the separate accounts of all
Members in the Plan as of the beginning of the month the net
income or loss, less any reasonable administrative expenses
not paid by the Company, earned by the Applicable Funds since
the preceding Valuation Date, such income or loss to be
apportioned on the basis of the account balances of the
Members in each Fund as of the preceding Valuation
Date.
7.03 Revaluation of Assets
As of each Valuation Date and before crediting the amounts
allocated to any Member under Plan section 7.01 or 7.02, the
Trustee shall revalue the net assets of each Fund at its then
current market value and adjust proportionately the Applicable
Funds accounts of Members so as to reflect any increase or
VII-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
decrease in value of the investments of each fund as of that
day as compared with the total value of such investments on
the last preceding Valuation Date.
7.04 Dividends
Dividends received on Company Stock and earnings on Cash
Equivalents attributable to the Company Stock Fund, less any
reasonable administrative expenses not paid by the Company,
shall be reinvested in Company Stock. Earnings of any other
Applicable Funds and earnings on Cash Equivalents attributable
thereto, less any reasonable administrative expenses not paid
by the Company, shall be reinvested in such Applicable Funds.
7.05 Limitations on Annual Additions
(f) Effective for Limitation Years that begin after
December 31, 1986, the annual additions to a Member's account
under this Plan and any other Defined Contribution Plan
maintained by the Company or an Affiliate shall not exceed the
lesser of (i) 25 percent of such Member's Earnings, or (ii)
the greater of $30,000 or one-fourth of the dollar limitation
in effect under Code section 415(b)(1)(A) for that Limitation
Year. Annual additions for this purpose means for any
Limitation Year the sum of (i) employer contributions
allocated to a Member's Account under this Plan and all other
Defined Contribution Plans of the Company or an Affiliate,
(ii) for Limitation Years beginning before January 1, 1987,
the lesser of such Member's nondeductible contributions to
this and any other Defined Contribution Plan maintained by the
Company in excess of six percent of such Member's Earnings for
the Limitation Year in question, or one-half of his
nondeductible contributions to such plans and for Limitation
Years beginning after December 31, 1986, such Member's
Contributions to this and any other Defined Contribution Plan
maintained by the Company or an Affiliate; and (iii) any
forfeitures allocated to his account in any other Defined
Contribution Plan maintained by the Company or an Affiliate.
Any Excess Deferrals (to the extent not distributed under Plan
section 7.06), Excess 401(k) Contributions, or Excess
Aggregate Contributions shall be treated as annual additions
for the Limitation Year.
(b) Notwithstanding the above, annual additions may be
further limited by the "defined benefit plan fraction" and
the "defined contribution plan fraction" if the Company or an
Affiliate maintains both Defined Contribution and Defined
VII-2
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
Benefit Plans. Effective for Plan Years that begin after
December 31, 1982, if an individual is a participant in both a
Defined Benefit Plan and a Defined Contribution Plan
maintained by the Company or an Affiliate, the sum of a
Member's Defined Benefit Plan Fraction and his Defined
Contribution Plan Fraction for any Limitation Year
may not exceed 1.0.
(1) For purposes of this paragraph, a Member's
Defined Benefit Plan Fraction for any Plan Year is a
fraction
(A) the numerator of which is his Projected
Annual Benefit under such Defined Benefit Plans
(determined as of the close of the Plan Year), and
(B) the denominator of which is the lesser of
(i) the product of 1.25 multiplied by the
dollar limitation in effect under Code
section 415(b)(1)(A) for that year, or
(ii) the product of 1.4 multiplied by the
amount that may be taken into account under
Code section 415(b)(1)(B) for that Member for
that year.
(2) For purposes of this paragraph, a Member's
Defined Contribution Plan Fraction for any Plan Year is a
fraction
(A) the numerator of which is the sum of his
annual additions under such Defined Contribution Plans
as of the close of the Limitation Year for that and all
prior Limitation Years, and
(B) the denominator of which is the sum of the
lesser of the following amounts determined for that
Limitation Year and for each prior year of service with
an Affiliate:
(i) the product of 1.25 multiplied by the
dollar limitation in effect under Code
VII-3
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
section 415(c)(1)(A) (determined without regard
to (c)(6)) for that year, or
(ii) the product of 1.4 multiplied by the
amount that may be taken into account under
Code section 415(c)(1)(B) for that Member under
such plans for that year.
(3) If a plan satisfied the requirements of Code
section 415 for the last Limitation Year beginning before
January 1, 1983, according to regulations promulgated
pursuant to Section 235(g)(3) of the Tax Equity and Fiscal
Responsibility Act of 1982, an amount is subtracted from the
numerator of the Defined Contribution Plan Fraction (not
exceeding that numerator) so that the sum of the Defined
Benefit Plan Fraction and the Defined Contribution Plan
Fraction computed under this paragraph does not exceed 1.0
for that year.
(4) In calculating the Defined Contribution Plan
Fractions under this section for Plan Years beginning before
January 1, 1976, the total amount taken into account as
Annual Additions in the numerator may not exceed the total
amount taken into account in the denominator, and the amount
taken into account as exceeding six percent of a Member's
Earnings for the Limitation Year for any Plan Year concerned
is an amount equal to
(A) the excess of the total amount of Member
contributions for all Plan Years beginning before
January 1, 1976, during which the Member was an active
participant of the Plan, over ten percent of the
Member's total Compensation for all such years,
multiplied by
(B) a fraction, the numerator of which is one
and the denominator of which is the number of years
beginning before January 1, 1976, during which the
Member was an active participant in the Plan.
(5) Member contributions made on or after October
2, 1973, must be taken into account only to the extent that
the amount of such contributions does not exceed the maximum
VII-4
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
amount of contributions permissible under the Plan as in
effect on October 2, 1973.
(6) The Company may elect to calculate the Defined
Contribution Plan Fraction for Limitation Years ending after
December 31, 1982, for all Qualified Plans that were in
existence on July 1, 1982, in accordance with the transition
rule of Code section 415(e)(6).
(c) For purposes of applying the limitations of this
section, all Defined Benefit Plans (whether or not terminated)
of the Company or an Affiliate are treated as one Defined
Benefit Plan, and all Defined Contribution Plans (whether or
not terminated) of the Company or an Affiliate are treated as
one Defined Contribution Plan.
(d) If the sum of any Member's Defined Benefit Plan
Fraction and Defined Contribution Plan Fraction would exceed
the allowances of this section for any Limitation Year, the
Administrator must first freeze or limit the rate of benefit
accrual under Defined Benefit Plans maintained by the Company
or an Affiliate with respect to that Member and next, if
necessary, adjust the amount of current and future Annual
Additions to Defined Contribution Plans maintained by the
Company or an Affiliate on behalf of that Member so that the
sum of those fractions does not exceed such limitation.
Further, in no event may a Member accrue a benefit
under any Defined Benefit Plan or Defined Contribution Plan
maintained by the Company or an Affiliate that would cause the
Plan to violate the provisions of this subsection.
(e) Any limitation imposed on the amount which may be
allocated to the account of a Member under this section shall
be used to reduce Company contributions for the Plan Year in
which the limitation applies or succeeding years.
(f) To the extent that a Member's excess annual additions
are attributable to his 401(k) Contributions, those 401(k)
Contributions may be returned to the Member in the Limitation
Year in which they are determined to be excess annual
additions and will reduce that Member's excess annual
addition. If 401(k) Contributions are returned to a Member
pursuant to this Plan section, such 401(k) Contributions will
be disregarded for purposes of the limitations on such
contributions under Code sections 402(g), 401(k)(3) and
401(m)(2).
VII-5<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
7.06 Excess Deferrals
(a) Notwithstanding any other provision of the Plan, Excess
Deferrals and any income or loss allocable thereto must be
distributed no later than April 15 of the calendar year
following the Plan Year which the Excess Deferrals were made,
to the Members to whose Account such Excess Deferrals were
allocated for the preceding calendar year. A Member who makes
elective deferrals (as defined in Code section 402(g)) to a
plan of an employer that is not an Affiliate may assign to
this Plan any Excess Deferrals made during the Member's
taxable year by notifying the Administrator on or before the
date announced by the Administrator of the amount of the
Excess Deferral to be assigned to this Plan. A Member is
deemed to notify the Administrator of any Excess
Deferrals that arise by taking into account only those 401(k)
Contributions made to this Plan and any other plans of this
Employer and its Affiliates.
(b) Excess Deferrals and any income or loss allocable
thereto may be distributed during the calendar year in which
the Excess Deferrals were made to the Members to whose Account
such Excess Deferrals were allocated for that calendar year.
A Member is deemed to notify the Administrator of any Excess
Deferrals that arise by taking into account only those 401(k)
Contributions made to this Plan and any other plans of this
Employer. The correcting distribution cannot occur until
after the Plan has received the 401(k) Contributions that
caused the Excess Deferral.
(c) Excess Deferrals shall be adjusted for any income or
loss up to the date of distribution. Income or loss for the
Plan Year in which the Excess Deferral occurred will be
calculated in the same manner as under Plan section 7.02.
(d) The amount of Excess Deferrals that may be distributed
with respect to a Member shall be reduced by any Excess
Deferrals previously distributed or recharacterized with
respect to such Member for the Plan Year beginning with or
within such taxable year. In no event may the amount
distributed pursuant to this Plan section exceed the Member's
total 401(k) Contributions for such taxable year.
7.07 Excess 401(k) Contributions
(a) If there are Excess 401(k) Contributions for a Plan
Year, the Administrator must elect between the alternative
VII-6
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
courses of action described in this section and any additional
choices available under the Treasury regulations to Code
section 401(k)(8).
(b) Notwithstanding any other provision of this Plan,
Excess 401(k) Contributions, plus any income and minus any
loss allocable thereto, shall be distributed no later than the
last day of each Plan Year to Members to whose Account such
Excess 401(k) Contributions were allocated for the preceding
Plan Year. Such distribution shall be made to Highly
Compensated Employees on the basis of the respective portions
of the Excess Contributions attributable to each of such
Employees. Excess Contributions of Members who are subject to
the Family Member aggregation rules shall be allocated among
the Family Members in proportion to the 401(k) Contributions
(and amounts treated as 401(k) Contributions of each Family
Member that is combined to determine the combined Actual
Deferral Percentage.
(c) Excess 401(k) Contributions shall be adjusted for any
income or loss up to the date of distribution. Income or loss
for the Plan Year in which the Excess 401(k) Contribution
occurred will be calculated in the same manner as under Plan
section 7.02.
7.08 Excess Aggregate Contributions under Code Section 401(m)
(a) If there are Excess Aggregate Contributions for a Plan
Year, the Administrator may implement the provisions of this
section and take any other action permissible according to
Code section 401(m)(6) and Treasury regulations to reduce or
avoid other adverse consequences associated with Excess
Aggregate Contributions.
(b) As provided in Code section 401(m)(6)(C), distributions
or forfeitures of Excess Aggregate Contributions must be made
to the Restricted 401(m) Employees on the basis of the
respective portions of the Excess Aggregate Contributions
attributable to each of those Members. Excess Aggregate
Contributions of Members who are subject to the Family Member
aggregation rules shall be allocated among the Family Members
in proportion to the Matching Contributions of each Family
Member that is combined to determine the combined Contribution
Percentage. To assure that each Member from whose Account
Excess Aggregate Contributions are forfeited and that each
recipient of Excess Aggregate Contribution distributions
VII-7
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
according to this section is treated fairly, however, the
Administrator may adopt and announce any rules that
is deems useful to determine how a Member's share of Excess
Aggregate Contributions must be adjusted for investment gains
and losses while those assets were in the Trust Fund. To the
extent that a Member's share of the Excess Aggregate
Contributions is attributable to his allocations from a 401(k)
Contribution, the administrator may cause the distributions
authorized in this Plan section from his 401(k) Contribution
Account. In addition, to the extent that 401(k) Contribution
allocations have been considered in computing any Member's
Contribution Percentage and before any distributions or
forfeitures as provided in paragraph (d) are made, the
Administrator must cause each Member's share of Excess
Aggregate Contributions to be reduced in any manner not
prohibited by law and not inconsistent with applicable
Treasury regulations first by that Member's allocation of
Excess Deferrals and then by Excess 401(k) Contributions that
are distributed according to this Plan from the Trust Fund.
To the extent that a Member's share of the Excess Aggregate
Contributions is attributable to his allocations from Matching
Contributions, the Administrator must cause forfeitures
authorized in this Plan section from that Member's Matching
Contribution Account except to the extent that the Corporation
directs the Administrator to cause distributions authorized in
this Plan section from the Member's Matching Contribution
Account. After adjustment, as described, for Excess Deferrals
or Excess 401(k) Contributions that are distributed to the
extent that the Administrator causes forfeitures or
distributions to a Member according to this section, those
forfeitures or distributions, as applicable, must come first
from that Member's 401(k) Contribution allocations to
his Additional 401(k) Contribution Account, next from that
Member's 401(k) Contributions allocated to his Basic 401(k)
Contribution Account, and finally from that Member's Matching
Contribution allocations to his Matching Contribution Account.
A distribution from a Basic 401(k) Contribution Account will
result in a forfeiture of the Matching Contribution
allocations based upon the distributed amounts.
(c) Forfeitures of Excess Aggregate Contributions may be
reallocated to the Accounts of Restricted and Unrestricted
401(m) Employees. All forfeitures according to this Plan
section occur in the Plan Year after the allocation that
caused those amounts to be Excess Aggregate Contributions.
Forfeitures according to this Plan section are allocated as if
VII-8
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
they were contributions for the Plan Year in which the
forfeiture occurs. The Administrator must not allocate
forfeitures of Excess Aggregate Contributions to the
individuals who receive distributions or whose Accounts
are reduced under this Plan section. The Administrator may
cause the Trustee to distribute the Excess Aggregate
Contributions (and any income allocable to those
contributions) according to this Plan section without regard
to any provisions of law other than Code section 401(m).
(d) The Administrator must determine the amount of Excess
Aggregate Contributions after first determining the amount of
Excess Deferrals and, second, after determining the amount of
Excess 401(k) Contributions and causing those Excess Deferrals
and Excess 401(k) Contributions to be adjusted, as authorized
in Code sections 401(k)(8) and 402(g).
(e) Excess Aggregate Contributions shall be adjusted for
any income or loss up to the date of distribution. Income or
loss for the Plan Year in which the Excess Aggregate
Contribution occurred will be calculated in the same manner as
under Plan section 7.02.
VII-9
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE VIII
VESTING
8.01 Vested Accounts
A Member shall be Vested at all times in his 401(k) Account
and Rollover Account.
8.02 Matching Accounts
(a) A Member shall be Vested in his Matching Account when
he dies while in the employ of the Company, becomes Totally and
Permanently Disabled, attains age 55 while in the employ of
the Company, his employment is terminated as a result of a
Company-ordered reduction in employment, the elimination of a position
for which the Member is trained and qualified (if such Member
cannot be trained and qualified for any other position with
the Company), or under such similar conditions which, in the sole
and exclusive discretion of the Company, are deemed to be
satisfactory, or as provided in Plan section 8.03 or 8.05.
(b) Otherwise, a Member shall have a vested, nonforfeitable
interest in his Matching Account only to the extent he has
satisfied the requirements set forth in the following table:
Years of Vesting Service Vested Percentage
less than 3 0%
3 or more 100%
8.03 Vesting Period of Severance Rules
A Member's Vesting Service for purposes of Plan section 8.02
shall be computed subject to the following limitations and
restrictions.
(a) Except as provided in subsection (b), an Employee will
not lose his Years of Vesting Service earned under this Plan as a
result of any Period of Severance.
(b) Years of Vesting Service are not taken into account
under Plan section 8.02 for an individual's service after five
VIII-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
consecutive one-year Periods of Severance, but only for
purposes of determining a Member's Vested interest in his Matching
Account balance before his Periods of Severance.
VIII-2
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE IX
WITHDRAWALS AND LOANS
9.01 Hardship Withdrawals
(a) A Member may at any time request a distribution to him
of any portion of the value of his Vested Matching Accounts, his
401(k) Account and his Rollover Account in the event of a
financial hardship as described below. A hardship
distribution under this section shall be charged to the Member's Accounts
in the following order:
(1) All or part of the value of the Member's
Rollover Account.
(2) All or part of the value of the Member's
401(k)Contribution Account.
(3) All or part of the Vested value of the
Member's Matching Account.
(b) A Member shall be considered to have incurred a
financial hardship if he has immediate and heavy financial needs that
cannot be fulfilled through other reasonably available financial
sources of the Member. Immediate and heavy financial needs shall be
limited to:
(1) medical expenses described in Code
section 213(d) previously incurred by the Member, the
Member's Spouse, or any dependents of the Member (as defined in Code
section 152) or necessary for those persons to obtain
medical care described in Code section 213(d);
(2) costs directly related to the purchase
(excluding mortgage payments) of a principal residence for
the Member;
(3) payment of tuition, related educational fees
and room and board expenses for the next 12 months of post-
secondary education for the Member or his Spouse, children
or dependents; or
(4) payments necessary to prevent the eviction
of the Member from his personal residence or foreclosure on the
IX-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
mortgage of the Member's principal residence.
(c) The determination of financial hardship shall be made
by the Plan Administrator in a uniform and nondiscriminatory
manner in accordance with such standards as may be promulgated from
time to time by the Internal Revenue Service.
(d) The Plan Administrator may rely on the Member's
representation that the financial needs cannot be relieved:
(1) through reimbursement or compensation by
insurance or otherwise;
(2) by reasonable liquidation of the Member's
assets to the extent such liquidation would not itself cause an
immediate and heavy financial need;
(3) by cessation of 401(k) Contributions under
the Plan; or
(4) by other distributions or non-taxable loans
from plans maintained by an affiliate or borrowing from
commercial sources on reasonable commercial terms.
A distribution will be deemed necessary to satisfy an
immediate and heavy financial need of the Member if all of the
following requirements are met:
(1) the distribution is not in excess of the
amount of the immediate and heavy financial need of the Member;
(2) the Member has obtained all distributions,
other than hardship withdrawals, and all non-taxable loans
currently available under all plans maintained by an Affiliate;
(3) the Member's 401(k) Contributions to this
Plan and to any other plan maintained by the Company will be
suspended for 12 months after receipt of the withdrawal; and
(4) the Member may not make 401(k) Contributions
to this Plan or to any other plan maintained by an affiliate
for the calendar year that immediately follows the year of
IX-2
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
the withdrawal in excess of the limit in effect under Code
section 402(g), minus the amount of the Member's 401(k)
Contributions to this Plan or any other plan maintained by
an affiliate for the year in which the withdrawal is made.
The amount of an immediate and heavy financial need may
include any amounts necessary to pay any federal, state or local
income taxes or penalties reasonably anticipated to result from the
distribution.
(e) A Member who wishes to make a withdrawal shall apply in
writing to the Plan Administrator, on forms provided by the
Plan Administrator. The Member must furnish such information in
support of his application as may be requested by the Plan
Administrator. The Plan Administrator shall determine the
amount, if any, of the withdrawal that shall be made and may direct
distribution of as much of the Member's 401(k) Contribution as
it deems necessary to alleviate or help alleviate the hardship.
9.02 Form of Withdrawal
All hardship distributions shall be distributed in cash and
shall proportionately reduce a Member's interest in the
Company Stock Fund, and other Applicable Funds for the accounts
against which it is charged. All withdrawals made under Article IX
and any forfeitures relating thereto will be based on the value of
the Member's accounts as of the Valuation Date coincident with
or immediately preceding the date of the withdrawal or
forfeiture.
9.03 Special 401(k) Distribution Provisions
As required by law, distribution from a Member's 401(k)
Account is not permitted until after one of the events listed below
has occurred:
(a) The Member has died.
(b) The Member has become disabled (either Totally and
Permanently Disabled, or disabled within the sense of Code
section 105(c) or (d) or under any other definition of disability
consistent with Code section 401(k)(2)(B).
(c) The Members has retired or otherwise terminated
employment with the Company.
IX-3<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
(d) The Member has incurred a Hardship according to Plan
section 9.03.
(e) The Member has attained age 59 1/2 (but only with respect
to the value attributable to a Member's interest in his Basic and
Additional 401(k) Accounts).
(f) The Plan terminates without the establishment of a
successor qualified plan, other than an employee stock
ownership plan (as defined in Code section 409 or 4975(e)) or a
simplified employee pension plan (as defined in Code section 408(k)).
(g) A Member's employer disposes of substantially all of
its assets, within the meaning of Code section 409(d)(2) used in
its trade or business and that Employee continues employment with
the business that acquires the assets.
(h) A corporation disposes of its interest in the Member's
employer, which is a subsidiary of the selling corporation
within the meaning of Code section 409(d)(3), and the Employee
continues his employment with the employer.
A distribution cannot be made pursuant to an event described
in paragraph (h) unless the distribution would be a lump sum
distribution under Code section 402(e)(4), without regard to
clauses (i), (ii), (iii), and (iv) of subparagraph (A),
subparagraph (B), or subparagraph (H) and, with respect to
paragraphs (f) and (g), the transferor corporation continues
to maintain the Plan after the disposition.
9.04 Loans
(a) The provisions of this section are not effective until
made effective by affirmative action of the Administrator.
(b) A Member may apply to the Administrator in writing (on
a form approved by the Administrator) to borrow from the Trust
Fund in accordance with the rules and procedures set forth in this
section. For purposes of this Plan section, Member also
refers to a former Member or Beneficiary who is a party in interest
as defined in ERISA section 3(14).
IX-4
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
(1) Loans shall be made available to all Members
and Beneficiaries on a reasonably equivalent basis.
(2) Loans shall not be made available to Highly
Compensated Employees in an amount greater than the amount
made available to other Members and Beneficiaries.
(3) Loans shall bear a reasonable rate of
interest. The interest rate shall be determined by the Administrator
based on a rate of return commensurate with the prevailing
interest rate charged on similar commercial loans by persons in the
business of lending money.
(4) Loans shall be adequately secured with
assets of the Member's Account.
(c) Loans may not be made under this section in a total
amount that exceeds that value of the funds in the Trust Fund
determined by the Administrator to be available for loans to Members. In
determining this amount, the Administrator must consider the
liquidity of Plan assets, including existing loans to Members,
and the maturity dates of illiquid investments, including
loans to Members.
(d) Unless the Administrator explicitly indicates an intent
to allow loans that are taxed as distributions, the maximum
limitation may not exceed the level described in Code section
72(p)(2)(A). According to Code section 72(p)(2), a loan to a
Member from this Plan must not exceed the lesser of
(1) $50,000, reduced by the excess (if any) of
the highest outstanding balance of loans from this Plan to that
Member from this Plan during the one-year period ending on
the day before the date on which that loan was made over the
outstanding balance of loans from this Plan to the Member
from this Plan on the date of that loan, or
(2) one-half of the present value of the Vested
portion of the Member's Account, valued as of the Valuation
Date coincident with or immediately preceding approval of the
loan request.
IX-5
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
The limitation described in the immediately preceding sentence
is automatically adjusted, without the need for a Plan
amendment, to conform such lesser or greater limitations according to the
statute.
(e) For any Plan loan, the Administrator must direct the
appropriate Trustees to obtain an appropriate note. In
addition to a Member's promise to repay, unless the Administrator has
determined otherwise according to subsection (e), a Member's
account (exclusive of amounts that may not be used as security
without endangering the Plan's status as a qualified plan)
secures the loan, subject to the Plan's provisions limiting assignment
of benefits. If the Member's employment with the Company
terminates before the full repayment of the loan, in addition
to any other remedy provided in the loan instrument or
instruments or by law, unless the Administrator has determined otherwise
according to subsection (e), the Administrator may direct the
appropriate Trustees to make a charge against that Member's
entire account, and the charge may be any amount not exceeding the
amount required to fully repay the loan. If the Plan is required to
distribute benefits to a Member before a Member's loan is
repaid in full, the Administrator may direct that the distribution be
in the form of the Member's note.
(f) Within the limits provided by the Code, the
Administrator must adopt and announce this Plan's rules governing maximum
maturity dates for loans to Members from this Plan. As
allowed by law, special maturity date rules may be established for
loans to Members from this Plan used to acquire a dwelling unit that
is to be used (determined at the time the loan is made) as the
Member's principal residence.
(g) This section authorizes only the making of bona fide
loans and not distributions. Any loan made must contain provisions
for reasonable interest, regular payment, and a fixed maturity
date. A reasonable interest rate shall mean a rate that provides the
Plan with a rate of interest commensurate with the prevailing
interest rate charged on similar commercial loans by persons
in the business of lending money. Before resort is made against
a Member's Account for the failure to repay a loan, the
Administrator must make all other efforts to collect the loan
as it deems reasonable and practical under the circumstances.
IX-6
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
(h) Unless the Administrator explicitly indicates an intent
to allow loans that are taxed as distributions, and except as
provided in Treasury regulations, a loan from this Plan to a
Member must provide for substantially level amortization of
the loan amount (with payments no less frequently than quarterly)
over the term of the loan.
(i) To the extent that it is consistent with other
provisions of this Plan and the Trust Agreements, all loans from this
Plan to a Member made under this section are considered directed
investments of the borrowing Member's Accounts. As such, all
repayments of principal and interest made by the Member shall
be credited only to the Member's Account.
(j) The Administrator may adopt and announce additional
loan rules not inconsistent with the provisions of the Plan and
this section. Those rules will be included as an exhibit to the
Plan. For example, the Administrator may provide that loans are
available only once (or at certain times) each Plan Year, that
loans attributable to a Member may not be renewed or increased
until all of the outstanding loans attributable to that Member
are satisfied, that loans may be limited to certain minimum
amounts (to avoid administrative waste), that a loan is
conditioned upon the Member's execution of a legally
enforceable payroll-deduction form of repayment, or that loans are
conditioned upon a Member's agreement to pay the Plan's administrative
expenses attributable to the loan.
IX-7
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE X
DEATH BENEFITS
10.01 Death While Employed
Each Member who dies while in the employ of the Company
shall be Vested in his Matching Account. The entire interest in the
Plan of a deceased Member on his date of death, including any
amounts for which he requested, but had not received, a
withdrawal, shall be distributed to his Beneficiary pursuant
to Plan section 10.03.
10.02 Death While Disabled
Each Member who dies after becoming Totally and Permanently
Disabled or retiring from the employ of the Company shall be
vested in his Matching Account and his entire interest in the
Plan shall be distributed to his Beneficiary pursuant to Plan
section 10.03.
10.03 Distribution to Beneficiary
The entire remaining Vested interest in the Plan of a
deceased Member shall be determined as of the Valuation Date coincident
with or next following the Member's death. When a Beneficiary
becomes eligible to receive a distribution from the Plan
pursuant to Plan section 10.01 or 10.02, the Company shall notify him
of his right to receive such amount, and such person may elect to
have the amount distributed to him as soon as practicable
pursuant to any option available under Plan section 12.01. If the
Beneficiary makes no election within 30 days of notification
by the Company, the Trustee shall then liquidate the remaining
assets in the account and distribute such account to the person
entitled to distribution pursuant to Plan section 10.01 or 10.02, in
accordance with Plan section 12.01(b).
10.04 Death After Termination of Employment
The provisions of Plan sections 10.01, 10.02 and 10.03 shall
not apply to any Member who dies after terminating employment
with the Company unless the Member dies (i) during a period of
Total and Permanent Disability or (ii) following his retirement from
the Company in accordance with Plan section 12.01. If the
aforementioned sections do not apply, in the event of the
Member's death his Vested interest in the Plan will be paid to his
Beneficiary.
X-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
10.05 Proof of Death
Amounts payable under this Article X may be paid in the name
of the Member if the Administrator has not received proof of
the Member's death at the time of distribution. Such payment, to
the extent made, shall be deemed a complete discharge of any
liability for such payment under the Plan.
X-2<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XI
DISABILITY BENEFITS
Each Member who becomes Totally and Permanently Disabled
while in the employ of the Company shall be Vested in his Matching
Account. The Company shall notify the Member of his right to
receive such amount, and the Member may elect within 30 days
of receipt of such notification to have his entire interest under
the Plan distributed to him as soon as practicable pursuant to
any option available under Plan section 12.01. If the Member
does not make an election within 30 days of the receipt of notice
by the Company of his right to receive a distribution from the
Plan, then his entire interest shall be distributed to him in a
single lump sum in the form provided in Plan section 12.01(a) as soon
as practicable after the end of the 30-day period. All
distributions payable thereunder shall be determined as of the
Valuation Date coincident with or next following the date that
the Member is determined to be Totally and Permanently
Disabled. Notwithstanding the preceding, if the Vested amount of a
Member's account exceeds $3,500 as of the end of the 30-day period, the
Member may elect to postpone any distribution until the first
day of the Plan Year following his Normal Retirement Date. Such
an election is subject to the requirements of Article XII. A
Member who elects to postpone his distribution as provided in this
subsection may, pursuant to procedures announced by the
Administrator, elect to have his Vested Account distributed to
him as of the first day of the Plan Year following the Plan
Year in which he attains age 59 1/2.
XI-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XII
RETIREMENT BENEFITS
12.01 Dstribution Options
Each Member may retire from the employ of the Company on his
Normal Retirement Date or on the first day of any subsequent
month; provided, however, that a Member may also retire on his
Early Retirement Date. Each retiring Member shall have his
entire interest in the Plan determined as of the Valuation Date
coincident with or next following the date that the Member
retires and distributed to him within 60 days or as soon as
practicable thereafter in accordance with one of the following elections.
(a) A lump sum distribution of such Member's account in the
form of whole shares of Company Stock, cash representing
fractional shares of Company Stock, and cash representing the
value of any other Applicable Funds and Cash Equivalents.
(b) A lump sum cash distribution representing the value of
the Member's interest in any Applicable Funds.
(c) A deferred lump sum payment of the Member's account
under either option (a) or (b) above as of the first day of the Plan
Year following the Plan Year in which his retirement takes
place or as soon thereafter as is practicable.
(d) With respect to a Member whose entire interest in the
Plan as of the Valuation Date immediately preceding his retirement
date exceeds $3,500, a deferred lump sum payment of the Member's
account under either option (a) or (b) above as of the first
day of the Plan Year following the Plan Year in which he attains
age 65. A Member who elects a deferred distribution under this
subsection may, pursuant to procedures announced by the
Administrator, elect to receive a lump sum payment of his
account under either option (a) or (b) above as of the first day of
the Plan Year following the Plan Year in which he attains age 59 1/2.
12.02 Election
(a) Each person who becomes eligible to receive a
distribution of benefits from the Plan shall be informed by the Company of
his right to irrevocably elect an optional form of benefit
XII-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
pursuant to Plan section 12.01 within a reasonable time prior to the
commencement of such benefit. Any election under Plan
section 12.01 shall be made in writing to the Company 30 days
prior to the effective date of the Member's retirement. In
the event no such election is received by the Company,
distribution shall be made as provided by Plan section 12.01(a).
(b) If a distribution is one to which Code section
401(a)(11) and 417 do not apply, such distribution may commence less than
30 days after the notice required under Treasury Regulation
section 1.411(a)-11(c) is given, provided that
(1) the Administrator clearly informs the Member
that the Member has a right to a period of at least 30 days
after receiving the notice to consider the decision of
whether or not to elect a distribution (and, if applicable, a
particular distribution option), and
(2) The Member, after receiving the notice,
affirmatively elects a distribution.
12.03 Statutory Distribution Requirements
(a) The statutory distribution restrictions of this section
supersede all other distribution provisions of the Plan.
(b) The entire interest of a Member under the Plan must be
or must begin to be distributed not later than the Required
Beginning Date. Except as provided in the next sentence, effective
until December 31, 1988, the Required Beginning Date is April 1 of
the calendar year following the later of (i) the 1985 calendar
year; (ii) the calendar year in which the Member attains age 70 1/2; or
(iii) the calendar year in which the Member retires under the
Plan. If a Member is a five-percent owner, as defined in Code
section 416, at any time during the five-plan-year period
ending in the calendar year in which he attains age 70 1/2 then the
Required Beginning Date for distribution of that Member's interest is
April 1 of the calendar year following the later of (i) the
1985 calendar year or (ii) the calendar year in which the Member
attains age 70 1/2. If the employee becomes a five-percent owner
during any subsequent Plan Year, the Required Beginning Date
shall be the April 1 following the calendar year in which that
subsequent Plan Year ends. Effective January 1, 1989, the
Required Beginning Date for any Member is the April 1 of the
XII-2
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
calendar year following the calendar year in which the Member
attains age 70 1/2.
(c) The entire interest of each Member under the Plan must
be distributed to him by the Required Beginning Date or beginning
not later than the Required Beginning Date pursuant to a
method providing for payments in a lump sum, if otherwise authorized
under the Plan, or pursuant to a method providing for payments
(1) over his life or over the lives of himself
and a designated Beneficiary--according to Treasury
regulations--or
(2) according to those regulations, over a
period not extending beyond his life expectancy or the life
expectancy of himself and a designated Beneficiary.
If a Member fails to elect a distribution method that complies
with these requirements, the Administrator may, in its sole
discretion, direct distribution in any method authorized or
required by the Plan that meets these distribution
requirements.
(d) If a Member dies after distribution of his interest has
begun according to one of the installment methods specified in
subsection (c) but before his entire interest has been
distributed, then any part of that interest payable to his
Beneficiary must be distributed at least as rapidly as under
the method of distribution being used as of the date of his death.
(e) If a Member dies before a lump-sum distribution of his
interest has been made or before distribution of his interest
has begun according to one of the installment methods specified in
subsection (c), then any part of that interest payable to his
Beneficiary must be distributed within five years after his
death, unless
(1) any portion of the Member's interest is
payable to or for the benefit of a designated Beneficiary other than
the Member's surviving spouse; that portion will be
distributed--according to Treasury regulations--over the
life of the designated Beneficiary (or over a period not
extending beyond the life expectancy of the designated Beneficiary);
XII-3
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
and distributions to the designated Beneficiary begin not later
than one year after the date of the Member's death (or such later
date as Treasury regulations may prescribe); or
(2) any portion of the Member's benefit is
payable to or for the benefit of the Member's surviving spouse; that
portion will be distributed--according to Treasury
regulations--over the life of the surviving spouse (or over
a period not extending beyond the life expectancy of the
surviving spouse); and distribution to the surviving spouse begins not
later than the date on which the Member would have attained
age 70 1/2. If the surviving spouse dies before the distributions
to the spouse begin, then this subsection will apply as if the
surviving spouse were the Member.
As allowed under Code section 401(a)(9) and applicable
Treasury regulations, any amount paid to a child will be treated as if
it had been paid to the surviving spouse.
(f) For purposes of this section, the life expectancy of a
Member and the Member's spouse (other than in the case of a
life annuity) may be redetermined but not more frequently than
annually.
12.04 Direct Rollovers
(a) This Plan section applies to distributions made on or
after January 1, 1993. Notwithstanding any provision of the Plan to
the contrary that would otherwise limit a Distributee's
election under this Plan section, a Distributee may elect, at the time
and in the manner prescribed by the Administrator, to have any
portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee in a Direct
Rollover.
(b) Definitions
(1) Eligible Rollover Distribution means any
distribution of all or any portion of the balance to the
credit of the Distributee, except that an Eligible Rollover
Distribution does not include (i) any distribution that is
one of a series of substantially equal periodic payments (not
less frequently than annually) made for the life (or life
expectancy) of the Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten years or more; (ii) any
distribution to the extent such distribution is required
under Code section 401(a)(9); (iii) the portion of any
XII-4
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
distribution that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation with
respect to employer securities); (iv) returns of 401(k)
Contribution pursuant to Treasury Regulation section 1.415-
6(b)(6)(iv); (v) returns of Excess 401(k) Contributions,
Excess Deferrals and Excess Aggregate Contributions pursuant to
Treasury Regulation sections 1.401(k)-1(f)(4), 1.402(g)-1(e)(3)
and 1.401(m)-1(e)(3) and the income allocable to those
corrective distributions; (vi) loans treated as distributions
under Code section 72(p) and not excepted by Code section
72(p)(2) and loans in default that are deemed distributions;
(vii) dividends paid on employer securities as described in
Code section 404(k); and (viii) similar items designated by the
Commissioner of the Internal Revenue.
(2) Eligible Retirement Plan means an individual
retirement account described in Code section 408(a), an
individual retirement annuity described in Code section
408(b), an annuity plan described in Code section 403(a), or a
qualified trust described in Code section 401(a), that accepts the
Distributee's Eligible Rollover Distribution. However, in
the case of an Eligible Rollover Distribution to the surviving
spouse, an Eligible Retirement Plan is an individual
retirement account or individual retirement annuity.
(3) Distributee means an Employee or former
Employee. In addition, the Employee's or former Employee's
surviving spouse and the Employee's or former Employee's
spouse or former spouse who is the Alternate Payee under a
Qualified Domestic Relations Order are Distributees with regard to the
interest of the spouse or former spouse.
(4) Direct Rollover means a payment by the Plan
to the Eligible Retirement Plan specified by the Distributee.
XII-5
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
(c) The Administrator may impose restrictions on Direct
Rollovers consistent with applicable Treasury regulations.
XII-6
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XIII
TERMINATION OF EMPLOYMENT
13.01. Distributions
(a) Each Member who terminates his employment with the
Company for reasons other than death, Total and Permanent Disability
or retirement shall have his 401(k) Account, plus Vested Matching
Account liquidated as of the Valuation Date coincident with or
next following the date on which his termination occurs and
distributed to him in a lump sum distribution in cash within
60 days of such Valuation Date or as soon thereafter as is
practicable, unless the Member is reemployed by the Company
prior to such Valuation Date; provided, however, that a Member who
terminates his employment may elect within ten days after his
termination of employment to have his account distributed to
him in accordance with Plan section 12.01(a). The preceding
sentence to the contrary notwithstanding, a Member may elect to have
his Vested interest in the Plan liquidated and distributed to him
(either in cash or in accordance with Plan section 12.01(a))
within 60 days of the end of the Plan Year in which the
termination of his employment occurs or as soon thereafter as
is practicable. The value of any non-Vested Matching Account,
determined as of the Valuation Date coincident with or next
following the date on which such termination occurs shall be
forfeited as of such Valuation Date unless the Member has been
reemployed by the Company on or before such Valuation Date.
(b) Notwithstanding any other provisions of this section,
if the Vested amount of a Member's Account has ever exceeded
$3,500 at the time of a distribution or as of the end of the Plan
Year in which he terminated employment, his benefit will be
distributed as soon as practicable following the date of termination in
accordance with subsection (a) unless the Member elects to
postpone such distribution until the first day of the Plan
Year following his Normal Retirement Date. Such an election is
subject to the requirements of Article XII. A Member who elects to
postpone his distribution as provided in this subsection may,
pursuant to procedures announced by the Administrator, elect
to have his Vested account distributed to him as of the first day
of the Plan Year following the Plan Year in which he attains
age 59 1/2.
XIII-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
(c) If a distribution is one to which Code sections
401(a)(11) and 417 do not apply, such distribution may commence less than
30 days after the notice required under Treasury Regulation
section 1.411(a)-11(c) is given, provided that
(1) the Administrator clearly informs the Member
that the Member has a right to a period of at least 30 days
after receiving the notice to consider the decision of
whether or not to elect a distribution (and, if applicable, a
particular distribution option), and
(2) the Member, after receiving the notice,
affirmatively elects a distribution.
13.02 Buy-Backs
If any Member who has incurred a forfeiture pursuant to Plan
section 13.01 again becomes an Employee and begins
participation in this Plan, his Matching Account balance will not include
the value of the forfeited amounts unless he has restored the
value of his distribution (without interest) to the Trust Fund. As
authorized by Code section 411(a)(7)(C) and Treasury
Regulation section 1.411(a)-7(d)(4)(iv)(B), which refers to Treasury
Regulation section 1.411(a)-7(d)(2)(ii)(C) and (D), the
individual must make full restoration of the value distributed before the
earlier of five years after the first date on which the Member
is later re-employed by the Company or before he incurs at
least five consecutive one-year Periods of Severance, beginning
after the date of distribution. When the individual has made full
restoration, the value of his interest under the Plan includes
the amount that he restored and any forfeited amounts that are
reinstated. Those amounts are reinstated (without adjustments
for interim Trust Fund gains, losses, and expenses).
XIII-2
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XIV
FORFEITURES
All forfeitures shall be applied to reduce the contributions
of the Company in the year in which the forfeiture occurs or
succeeding years. The amount of any forfeiture shall be
determined by treating a Member's Matching Account subject to
forfeiture as if the entire amount of Company Stock and Cash
Equivalents were sold at the composite closing price of
Company Stock on all national exchanges on which the Company Stock is
traded on the Valuation Date that is coincident with or next
following the day on which the forfeiture takes place.
XIV-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XV
VOTING OF COMPANY STOCK
Before each annual or special meeting of the stockholders of
Dominion Resources, Inc., the Trustee will furnish each Member
with a copy of the proxy solicitation material for such
meeting as furnished to the Trustee by Dominion Resources, Inc.
together with a form addressed to the Trustee requesting the Member's
confidential instructions on how the Company Stock credited to
his account as of the Valuation Date preceding the record date
should be voted. Upon receipt of such instructions, the
Trustee shall vote such stock as instructed. Any Company Stock held
by the Trustee as to which it receives no voting instructions
shall be voted by the Trustee in accordance with management's
recommendations in accordance with the Trustee's fiduciary
duties.
XV-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XVI
TRUSTEE
The Trustee shall hold the assets of the Plan and invest
Company and Member contributions according to the terms of the Plan
and the concomitant Trust Agreement. The Trustee shall also
perform all other duties assigned to it by the Plan and the Trust
Agreement executed in conjunction herewith.
The Board shall appoint the Trustee and may remove the
Trustee at its discretion on 90 days' written notice unless a shorter
period is agreed to, and shall appoint a successor to any
Trustee who has resigned or been removed. The appointment of any
Trustee shall become effective upon acceptance in writing of such
appointment by the Trustee.
XVI-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XVII
COMMITTEES
17.01. 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) Organization and Compensation Committee. This
committee is a committee of and is appointed by the Board of Directors
of Dominion Resources, Inc. It is responsible for recommending
to the Board of Directors of Dominion Resources, Inc.:
amendments to the Plan or its concomitant trust which are deemed to be
material and substantial by a majority of the members of the
Administrative and Investment Benefit Committee; amendments to
the Plan which require the registration of securities or the
approval of shareholders; and candidates for appointment of
positions on the Administrative and Investment Benefit
Committee.
(b) Administrative and Investment Benefit Committee. This
committee is appointed by the Board of Directors of Dominion
Resources, Inc. It is responsible for approving amendments to
the Plan that do not require such Board approval; appointing
the Administrative Benefit Committee; and approving Investment
Guidelines.
(c) Administrative Benefit Committee. This committee is
appointed by the Administrative and Investment Benefit
Committee. It is responsible for: maintaining the qualification of the
Plan; selecting an accountant and Investment Managers;
determining required contributions; review of investment performance;
assuring that established investment and funding policies are carried
out; supervising administration; determining benefits; and
maintaining records.
(d) Disability Benefit Committee. This Committees
appointed by the Administrator. It is responsible for making initial
determinations of Total and Permanent Disability in accordance
with Plan section 19.04.
XVII-1<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
17.02. Members
Each committee shall consist of not less than three persons.
Any member of a committee may be removed at any time and for
any reason by the entity which appointed him. Any member of a
committee may resign at any time by giving notice to the
appointing entity.
17.03 Voting
Except as otherwise specifically provided herein, all acts
and decisions of a committee shall be on the concurrence of a
majority of the members. Any decision of a committee shall be
evidenced in writing.
17.04 Delegation of Responsibilities
Each committee may delegate to any of its members or to the
Secretary of the committee authority to sign any documents on
its behalf, or to perform solely ministerial acts, but such person
shall not exercise any discretion over matters delegated to
him without obtaining the concurrence of a majority of the
members. If at any time there be less than three members of a
committee, the remaining members shall have authority to act as a
committee. All acts and determinations of a committee shall be duly
recorded by the Secretary thereof and all such records, together with
such other documents as may be necessary, shall be preserved by the
Secretary.
17.05 Duties
Each committee shall have control of the duties set out in
Plan section 17.01 or which are delegated to it by the Board of
Directors of Dominion Resources, Inc. and shall have all
necessary powers to carry out its duties. Any delegation of authority
by the 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.
17.06 Action Affecting Committee Member
A member of a committee who is also a Member of the Plan
shall abstain from any action which directly affects him as a
Member. In the event of an abstention, such matter shall be decided by
XVII-2
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
the remaining members of the committee. Nothing herein shall
prevent any member of a committee who is also a Member,
Beneficiary or contingent annuitant from receiving any benefit
to which he may be entitled, so long as the benefit is
computed and paid on a basis that is consistently applied to all other
Members, Beneficiaries or contingent annuitants.
17.07. Agents
Each committee may engage agents to assist it in its duties,
and may consult with counsel, who may be counsel for the
Company, 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.
17.08. Expenses
The Company shall pay the reasonable expenses of each
committee incurred in carrying out its duties and responsibilities under
the Plan, including reasonable legal and accounting expenses.
The Administrator agrees to supply such stenographic or office
help as may be necessary to assist the members of each
committee in the performance of their duties and responsibilities.
17.09. Officers
Each committee shall choose a Chairman from its members and
may appoint a Secretary, who is not required to be a member of the
committee, to keep such records of the acts of the committee
as may be necessary. The Secretary may perform any and all
purely ministerial acts which may be delegated to him by the
committee.
17.10. Rules
Each committee may formulate any rules and regulations not
inconsistent with the purpose of the Plan as it may deem
necessary to enable it to carry out its duties hereunder.
XVII-3
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XVIII
PLAN ADMINISTRATION
18.01. Duties of Members, Beneficiaries and Contingent
Annuitants
Each Member, Beneficiary or contingent annuitant shall
furnish to the Administrator any information or proof requested of him
and reasonably required to administer the Plan.
18.02. General
(a) The Administrator, 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 Members, Beneficiaries
and contingent annuitants in filing applications for benefits and
optional forms of benefits and for furnishing and verifying
proofs necessary to establish age, Hours of Service, and any other
matters required in order to establish their rights to
benefits under the terms of the Plan.
(c) The Administrator 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 other persons providing services to the Plan may require
for the effective discharge of their respective duties and
responsibilities.
(d) It shall be the duty of the Administrator to handle the
day-to-day operations of the Plan, including enrolling
Members; distributing booklets, notices and other information regarding
the Plan; maintaining Beneficiary designation forms;
explaining the optional forms of benefit payouts which may be elected by
a Member 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
XVIII-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
Administrator shall carry out these duties in a uniform, equitable and
nondiscriminatory manner with regard to all Members,
Beneficiaries or contingent annuitants under similar circumstances.
18.03. Disclosure
(a) The Administrator shall see that descriptions of the
Plan are prepared as necessary for filing with the Department of
Labor and shall make available to Members 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 Administrator 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 Administrator shall furnish
annually as required by law to all Members and Beneficiaries
receiving benefits under the Plan a copy of a summary of the
financial statement 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 Administrator 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 Member and any Beneficiary or contingent annuitant
receiving benefits under the Plan.
(d) Upon written request of any Member or any Beneficiary
receiving benefits under the Plan, the Administrator shall
furnish him a copy of the latest updated summary plan description,
plan description, latest annual report and a copy of the Plan. The
Administrator may make a reasonable charge for the costs of
furnishing such copies.
18.04. Annual Accountings
To the extent required by law, the Administrator shall
engage, on behalf of all Members, the independent qualified public
accountant selected by the Administrative Benefit Committee,
to certify and render an opinion that the financial statements
XVIII-2
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
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.
18.05. Reports
The Trustee shall, at the direction of the Administrator,
either submit to the Company for distribution or mail directly to
Members, semi-annual reports on the status of his accounts in
the Plan. These reports will be compiled as of June 30 and
December 31 of each Plan Year and will show the value of the
Member's account as of such date determined pursuant to the
provisions of Plan section 7.03.
18.06. Funding Policy
The Administrator in consultation with the Trustee shall
establish a funding policy and method to carry out the
objectives of the Plan. To formulate and maintain such policy, the
Administrator and the Trustee shall consult at least annually
and more frequently, if necessary, to review the short- and
long-range financial needs of the Plan, the anticipated level of annual
contributions and any material changes in funding policy.
18.07. Fiduciary Discretion
In discharging the duties assigned to it under the Plan, the
Administrator, each committee, and any other fiduciary have
the discretion to interpret the Plan; adopt, amend, and rescind
rules and regulations pertaining to their duties under the Plan; and
to make all other determinations necessary or advisable for
the discharge of their duties under the Plan. Such fiduciaries'
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 it under the Plan must not be construed as
limiting any power or authority of the fiduciary to discharge its
duties.
XVIII-3
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XIX
CLAIMS PROCEDURE
19.01. Claims
Except as provided in Plan section 19.04, all claims for
benefits under the Plan shall be submitted to the
Administrator who shall have the initial responsibility for determining the
eligibility of any Member, Beneficiary or contingent annuitant
for benefits. All claims for benefits shall be made in
writing and shall set forth the facts which such Member, Beneficiary
or contingent annuitant believes to be sufficient to entitle him
to the benefits he claims. The Administrator may adopt forms for
the submission of claims for benefits, in which case all
claims for benefits shall be filed on such forms.
19.02. Notice of Denial
If a claim for benefits is denied in whole or in part, the
Administrator 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 (i) the specific reason or reasons
for the denial; (ii) specific reference to pertinent Plan
provisions on which the denial is based; (iii) 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 (iv) 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 90-day period.
In no event shall such extension exceed 90 days.
19.03. Appeals
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 Administrative Benefit Committee within 60 days
XIX-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
of receipt of written notice of denial or 60 days from the date
such claim is deemed to be denied. In pursuing his appeal, the
claimant or his duly authorized representative:
(a) may request in writing that the Administrative Benefit
Committee review the denial;
(b) may review pertinent documents; and
(c) 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.
19.04. Disability Claims
All claims for benefits under Article XI shall be submitted
to the Disability Benefit Committee which shall have initial
responsibility for determining whether a Member is Totally and
Permanently Disabled. Such claims shall be made in writing
and shall set forth facts which such Member believes to be
sufficient to entitle him to the benefits he claims. If a claim is
denied by the Disability Benefits Committee, in whole or in part, the
Member shall be notified in accordance with Plan section
19.02. If the claim is denied in whole or in part, or if the Member
has had no response to such claim within 90 days of its submission
(in which case the claim shall be deemed to be denied), the
denial may be appealed to the Administrative Benefit Committee in
accordance with Plan section 19.03.
XIX-2
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XX
AMENDMENT AND TERMINATION
20.01. Amendment
The Board or the Administrative and Investment Benefit
Committee shall have the right to modify, alter or amend the Plan or the
Trust Agreement in whole or in part by a majority vote of its
members at a meeting, by unanimous consent in lieu of a
meeting or in any other manner under applicable state law. In
addition, the Board or the executive committee of the Board, may
delegate to an appropriate officer or officers of the Sponsor or
committee, all or part of the authority to amend the Plan or Trust
Agreement. No amendment may increase the duties, powers, and liabilities
of the Trustee without its written consent nor may it affect
adversely the benefits of persons who have retired or the
benefits that have accrued prior to the effective date of such action.
No amendment, modification or alteration shall have the effect
of revesting in the Sponsor or the Company any part of the
principal or income of the Fund. Notwithstanding the above,
nothing herein shall prevent the Board from modifying the form
of a benefit 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 such
Member or Beneficiary, determined as of the effective date of such
amendment or alteration, would have otherwise received.
20.02. Termination
The Sponsor expects to continue the Plan indefinitely, but
continuance is not assumed as a contractual obligation and the
Sponsor reserves the right to terminate the Plan at any time
by action of the Board in accordance with the procedures set
forth in Plan section 20.01. On termination of the Plan, with or
without formal action of the Sponsor or the Board (or, in the
event of a partial termination, curtailment or complete
discontinuance of contributions), the accounts of Members
shall be nonforfeitable and the Trustee shall continue to administer
the Trust Fund as instructed by the Sponsor in accordance with
the provisions of the Plan and Trust Agreement for the sole
benefit of the then Members and Beneficiaries then receiving
or entitled to receive future benefits.
XX-1<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
20.03. Disposition of Assets on Termination
In the event of termination of the Plan, the Trustee shall
revalue the assets of the Trust Fund as of the date of
termination and allocate any previously unallocated contributions,
appreciation, depreciation, income or loss of the Trust Fund
to the accounts of the Members of the Plan and any income,
losses, appreciation or depreciation to former Members of the Plan who
have not received their benefits under the Plan.
XX-2
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XXI
QUALIFICATION AND EXCLUSIVE BENEFIT
21.01. Qualification
The Sponsor and the Trustee intend that the Plan and Trust
shall qualify under Code sections 401(a) and 501(a) or under
comparable sections of any future legislation which amends, supersedes,
or supplements such sections, and all provisions of the Plan
shall be construed and applied in a manner which is consistent with
the requirements of law relating to qualified plans under such
sections. Notwithstanding anything herein to the contrary,
any amendment to the Plan, to the extent permitted by law, may be
made retroactively.
21.02. Exclusive Benefit
Under no circumstances shall any part of the Trust Fund be
used or diverted to purposes other than the exclusive benefit of
Members, former Members, or other persons having an interest
in the Trust Fund; provided, however, that (1) any Company
contributions made as a mistake of fact or for which a
deduction under Code section 404 has been disallowed shall be repaid by
the Trustee to the Company within one year after the contribution
or disallowance, as applicable, and (2) if the Plan and Trust
fail to be accepted by the Internal Revenue Service upon initial
qualification as a qualified plan and the Sponsor declines to
make any necessary changes in the Plan and Trust to bring them into
compliance with the Code, Company contributions shall be
returned to the Company within one year of receipt of the Internal
Revenue Service's determination that the Plan is not a qualified plan.
21.03. Return of Contributions
Any contribution, or portion of a contribution to be
returned hereunder which has been allocated to a Member's accounts
shall be treated as an expense of the Trust Fund and charged against
the income of the Trust Fund for that Plan Year. Any
contribution or portion of a contribution to be returned hereunder which
has not been allocated to a Member's accounts shall be applied to
reduce the amount of contribution that would otherwise be
allocated to such Member's accounts absent such a return.
XXI-1<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
21.04. Errors and Omissions
Individuals and entities charged with the administration of
the Plan must see that it is administered in accordance with its
terms so long as it is not in conflict with the Employee Retirement
Income Security Act of 1974, as amended, or the applicable
provisions of the Code with which it is intended to comply.
If an innocent error or omission is discovered in the operation
or administration that is not correctable under normal
administrative procedures, and if the Administrator determines that it
would cost more to correct than is warranted, and if the Administrator
determines that the error did not result in discrimination
prohibited by the Plan or its concomitant Trust Agreement, or
cause a qualification or excise tax problem, then, to the
extent that an adjustment will not in the Administrator's judgment
result in discrimination prohibited by the Plan or its concomitant
Trust Agreement, the Administrator may authorize any equitable
adjustments as it deems necessary or desirable to correct the
error or omission, including but not limited to the
authorization of additional Company contributions designed, in a manner
consistent with the goodwill intended to be engendered by the
Plan, to put Members 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.
XXI-2
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XXII
MERGERS, CONSOLIDATIONS, AND TRANSFERS
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 individual entitled to a benefit under
this Plan would receive immediately after such event a benefit
(determined as if the Plan had terminated at that time) 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.
XXII-1<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XXIII
NON-ALIENATION OF BENEFITS
23.01. General
Except as specifically provided in Code section 401(a)(13),
and the regulations and rulings promulgated thereunder, no benefit
payable under the Plan will be subject in any manner to
anticipation, assignment, garnishment, or pledge; and any
attempt to anticipate, assign, garnish or pledge the same will be
void; and no such benefits will be in any manner liable for or
subject to the debts, liabilities, engagements, or torts of any
Member; and if any Member is adjudicated bankrupt or attempts to
anticipate, assign, or pledge any benefits, then such benefits
will, in the discretion of the Administrator, cease, and in
this event the Administrator will have the authority to cause the
same or any amount thereof to be held or applied to or for the
benefit of such Member, his spouse, his children or other dependent,
or any of them, in such manner and in such proportion as the
Administrator may deem proper.
23.02. Qualified Domestic Relations Orders
(a) Despite any other Plan provisions to the contrary, the
Committee must comply with the terms of a Qualified Domestic
Relations Order. The Plan is not liable for any payments
pursuant to a domestic relations order until the Administrator has
received the order and determined that it is a Qualified Domestic
Relations Order.
(b) The Administrator must establish reasonable written
procedures for determining the qualified status of a domestic
relations order and for administering distributions under a
Qualified Domestic Relations Order. The Administrator must
promptly notify the Member and each Alternate Payee of the
receipt of a domestic relations order and of the procedures for
determining its qualified status.
(c) Despite any other Plan provisions to the contrary,
pursuant to the terms of a Qualified Domestic Relations Order, a
Member's Accounts may be distributed on or after the date the Member
attains age 55.
XXIII-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XXIV
UNCLAIMED BENEFITS
If any person entitled to a benefit under the Plan cannot be
found at the time such benefits are to be distributed to him,
the funds representing the benefits shall be segregated by the
Trustee and thereafter dealt with according to the laws of the
Commonwealth of Virginia pertaining to abandoned intangible
personal property held in a fiduciary capacity.
XXIV-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XXV
MISCELLANEOUS
25.01. Construction
The Plan shall be construed, administered and governed in
all respects under and by the laws of the Commonwealth of Virginia
to the extent not inconsistent with controlling federal law.
25.02. Headings
The headings of this Plan have been inserted for the
convenience of reference only and are to be ignored in any construction of
the provisions hereof.
25.03. Gender
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.
25.04. Minors and Incompetents
If a Member or Beneficiary entitled to receive any benefits
hereunder is a minor or is deemed so by the Administrator or
is adjudged to be legally incapable of giving valid receipt and
discharge for such benefits, benefits will be paid to such
individual as the Administrator may designate or to the duly
appointed guardian of such individual. Such payments shall,
to the extent made, be deemed a complete discharge of any
liability for such payment under the Plan.
25.05. Execution in Counterparts
The Plan may be executed in any number of counterparts, each
of which shall be an original and all of which shall
constitute one and the same instrument.
XXV-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XXVI
NO GUARANTEE OF EMPLOYMENT
The Plan shall not be deemed to constitute a contract
between the Company and any Employee, or to be consideration or an
inducement for the employment of the Employee by the Company.
Nothing contained in the Plan shall be deemed to give any
Employee the right to be retained in the service of the Company or to
interfere with the rights of the Company to discharge or to
terminate the service of any Employee at time without regard
to the effect such discharge or termination may have on any
rights under the Plan.
XXVI-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XXVII
ADOPTION BY AFFILIATES
Any Affiliate may become a party to the Plan by adopting the
Plan for the benefit of its eligible employees, subject to the
approval of the Board and subject to such terms and conditions
as the Board may prescribe. Any such Affiliate becoming a
party to the Plan shall promptly deliver to the Trustee a certified
copy of the resolutions and an instrument evidencing its adoption
of the Plan and the Board's approval of such corporation's
adoption of the Plan.
XXVII-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
ARTICLE XXVIII
SIGNATURE PAGE
As evidence of the adoption of the Dominion Subsidiary
Savings Plan, effective October 1, 1995, the Sponsor has caused this
document to be executed by its duly authorized officer this
___ day of ______________, 1995.
DOMINION CAPITAL, INC.
BY:
XXVIII-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
APPENDIX A
SPECIAL TOP-HEAVY RULES
A. TOP-HEAVY YEARS
This Appendix applies to Plan Years that begin after 1983.
The provisions of Sections 5, 6, 7 and 8 of this Appendix A are
effective only for Plan Years in which this Plan is a
Top-Heavy Plan. The provisions of this Appendix will be inoperative to
the extent that final treasury regulations do not require their
inclusion in the Plan.
B. DEFINITIONS
1. Aggregation Group means either a Mandatory Aggregation
Group or an Optional Aggregation Group. An Aggregation Group
consists of two or more qualified plans maintained by an
Affiliate.
2. Interest is defined in Section 4.
3. Key Employee means, with respect to any Plan Year, any
employee (including any former employee or other individual
described in Code section 416(i)(1) or a person related
according to Code section 416(i)(5) to such an individual) who at any
time during the Plan Year containing the Top-Heavy Determination
Date for that Plan Year or during any of the four preceding Plans
Years is
(a) an officer of the Company or an Affiliate
having total annual Earnings from the Company and any Affiliate for
a Plan Year greater than 50 percent of the dollar limitation
in effect under Code section 415(b)(1)(A) for the calendar
year in which the Plan Year ends;
(b) one of the ten Employees having total annual
Earnings from the Company and any Affiliate for a Plan Year
greater than the dollar limitation in effect under Code
section 415(c)(1)(A) for the calendar year in which the Plan
ends and owning the largest interests in the Company or an
Affiliate;
(c) an owner of more than five percent of the
outstanding stock or stock possessing more than five percent
of the total voting power of a corporate Company or
APPENDIX A-1
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
Affiliate, or an owner of more than five percent of the capital or
profits interest in a Company or an Affiliate that is not a
corporation; and
(d) one-percent owner of the outstanding stock
or voting stock or the capital or profits interest in the
Company or an Affiliate who has total annual Earnings from the
Company and any Affiliate for a Plan year of more than $150,000.
For purposes of subsection (2), if two individuals have the
same interest in the Company or an Affiliate, the individual having
greater than annual Earnings is treated as having a larger
interest. The term Key Employee also includes the
beneficiaries of a Key Employee.
4. Mandatory Aggregation Group means Aggregation Group
consisting of all Company-maintained or Affiliate-maintained
Qualified Plans that have a Key Employee as a participant and
each other Qualified Plan that enables any such qualified plan to
meet the requirements of Code section 401(a)(4) or 410. Any
Company-or Affiliate-maintained Qualified Plan that terminated within
the five-year period ending on the Top-Heavy Determination Date
must be taken into account.
5. Non-Key Employee means, with respect to a Plan Year, an
Employee (or former Employee or other individual described in
Code section 416(i)(5) who is not a Key Employee or a person
related according to Code section 416(i)(2) to such an individual).
The term Non-Key Employee also includes the Beneficiaries of a
Non-Key Employee.
6. Optional Aggregation Group means a single qualified
plan maintained by an Affiliate or a Mandatory Aggregation Group to
which Dominion Energy, Inc. has elected to add one or more
qualified plans for purposes of determining top-heaviness
according to section 3.
7. Top-Heavy Determination Date, for any Qualified Plan's
plan year, means the day preceding that plan year, except that for
a Qualified Plan's first Plan year, it means the last day of
that first plan year.
8. Top-Heavy Plan means a Qualified Plan maintained that
is determined to be a top-heavy plan as defined in Code
section 416(g) and Section 3.
APPENDIX A-2
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
9. Top-Heavy Valuation Date, for a Qualified Plan's plan
year, means the Qualified Plan's most recent valuation date
occurring within a 12-month period ending at the end of the Top-Heavy
Determination Date for that plan year. A Defined Benefit
Plan's Top-Heavy Valuation Date must be the same valuation date used
for computing that Plan's costs for determining minimum funding
according to Code section 412 for the plan year that contains
the Top-Heavy Determination Date, regardless of whether a
valuation is performed that year.
C. TOP-HEAVY DETERMINATION
1. The determination of whether this Plan is a Top-Heavy
Plan for a Plan Year is made according to Interests as of that Plan
Year's Top-Heavy Determination Date, based on the related Top-
Heavy Valuation Date, according to the procedures required in
this section C.
2. If this Plan is not required to be in a Mandatory
Aggregation Group and is not part of an Optional Aggregation
Group, it is a Top-Heavy Plan if the Interests of all Key
Employees in the Plan exceed 60 percent of the combined
Interests of all Members of the Plan.
3. If this Plan is part of an Aggregation Group, the
determination of whether this and each plan in the Aggregation
Group is a Top-Heavy Plan is determined according to the
procedures required in this subsection 3, applying each
paragraph in alphabetical sequence.
(a) As of each plan's Top-Heavy Determination
Date, separately determine the Interests of all Key Employees in
each plan in the Aggregation Group and the Interests of all
participants in each plan in the Aggregation Group.
(b) The Interests of all Key Employees in that
plan are added to the Interests of all Key Employees in each
other plan in the Aggregation Group. The Interests of all
participants in the plans are totalled in the same manner.
The Interests are determined as of the plans' Top-Heavy
Determination Dates that fall within the same calendar year.
(c) This plan and each other plan must be in a
Mandatory Aggregation Group are Top-Heavy Plans if, after
application of paragraph (2), the Interests of all Key
Employees in the Aggregation Group exceed 60 percent of the combined
Interests of all participants under all plans in the
Aggregation Group.
APPENDIX A-4
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
4. The Company may create an Optional Aggregation Group,
but a Qualified Plan may not be part of an Optional Aggregation
Group unless all Qualified Plans within the Aggregation Group
continue to meet the requirements of Code sections 401(a)(4) and 410
with each added qualified plan taken into account.
5. If at any time during the five-year period ending on
the applicable Top-Heavy Determination Date an individual has not
performed any services for the Company or any Affiliate
maintaining this Plan or a plan that is a part of this Plan's
Aggregation Group, the Interest of such individual is not
taken into account for purposes of this section.
D. INTERESTS MEASURED
1. An individual's Interest in a Defined Contribution Plan
is equal to his Account balance for that plan (according to
subsection (b) or (c)) for the Determination Date and (to the
extent not already included in determining his Account
balance) all distributions (excluding amounts attributable to
deductible employee contributions) with respect to that individual from
the Account during the five-year period ending on the
Determination Date.
2. For purposes of subsection (a), an individual's Account
balance in a Qualified Plan not subject to Code section 412
(that is, a non-pension plan) is his actual Account balance
(excluding amounts attributable to deductible employee contributions) on
the Top-Heavy Valuation Date and all contributions actually made
after the Top-Heavy Valuation Date but on or before the
Determination Date. However, for such a Qualified Plan's first Plan Year,
the amount determined in the preceding sentence must be added to
the amount of any contributions made after the Determination Date
that are allocated as of a date in that first Plan Year.
3. For purposes of subsection (a), an individual's Account
balance in a Defined Contribution Plan that is subject to Code
section 412 (that is, a pension plan) is his actual Account
balance (excluding amounts attributable to deductible employee
contributions) on the Top-Heavy Valuation Date, all
contributions due as of the Determination Date (that is, contributions that
would be allocated as of a date not later than the
Determination Date, even though those amounts are not yet required to be
contributed), and--for the Plan Year that contains the
Determination Date--all amounts actually contributed (or due
to be contributed) after the Top-Heavy Valuation Date but before
APPENDIX A-4
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
the expiration of the extended payment period in Code
section 412(c)(10).
4. An individual's Interest in a Defined Benefit Plan is
equal to the present value of his cumulative accrued benefit for
that plan as of the Top-Heavy Determination Date and (to the extent
not already included in determining his cumulative accrued
benefit) all distributions from that plan with respect to that
individual during the five-year period ending on the Top-Heavy
Determination Date. The computation of the present value of
an individual's cumulative accrued benefit is governed by this
subsection:
(a) There are no specific prescribed actuarial
assumptions that must be used for determining the present
value of a cumulative accrue benefit. The assumptions used must
be reasonable and need not relate to the Qualified Plan's
actual investment and other experience. The assumptions need not
be the same as those used for minimum funding purposes or for
purposes of determining the actuarial equivalence of
optional benefits under the plan. For purposes of this Plan, if a
Qualified Plan does not specify the actuarial assumptions it
uses for determining the present value of a cumulative
accrued benefit, the assumptions used must be those used in the
Qualified Plan for purposes of determining the actuarial
equivalence of optional benefits under the plan (or, if no
optional benefits are available, those used for minimum
funding Purposes), except that the interest assumption must be (as
described in 29 C.F.R. Section 2619.26(c)(2)(iv)) the PBGC
interest rate for immediate annuities in effect on the Top-Heavy
Valuation Date as set forth in Appendix B (as amended) to
Party 2619 of 29 C.F.R. If a Qualified Plan specifies the
actuarial assumptions it uses for determining the present value of its
cumulative accrue benefit, those assumptions govern for
purposes of this Plan as to that Qualified Plan's cumulative accrued
benefits.
APPENDIX A-5<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
(b) The present value must be computed using an
interest and a post-retirement mortality assumption but
consistent with paragraph (a). Pre-retirement mortality and
future increases in costs of living (but not in the maximum
dollar amount permitted by Code section 415(d)) may also be
assumed. However, assumptions as to future withdrawal or
future salary increases may not be used.
(c) In the case of a Defined Benefit Plan that
provides a joint and survivor annuity within the meaning of
Code sections 401(a)(11) and 417 as a normal form of benefit, for
purposes of determining the present value of the cumulative
accrued benefit, the Member's spouse may be assumed to be
the same age as the participant.
(d) Unless a Defined Benefit Plan provides for a
nonproportional subsidy according to paragraph (5), the
present value must reflect a benefit payable beginning at the
Qualified Plan's normal retirement age (or attained age, if later).
Benefits not relating to retirement benefits, such as pre-
retirement death and disability benefits, such as
pre-retirement death and disability benefits and post-retirement medical
benefits, must not be taken into account. Subsidized early
retirement benefits and subsidized benefit options must not
be taken into account unless they are nonproportional subsidies
according to paragraph (5).
(e) If a Defined Benefit Plan provides for a
nonproportional subsidy, the benefit should be assumed to
begin at the age at which the benefit is most valuable.
(f) If two or more Defined Benefit Plans are
being tested under section C, the actuarial assumptions used for
all Qualified Plans within an Aggregation Group must be the
same. If paragraph (a) of this subsection would otherwise cause
the preceding sentence to be violated, the Company must select
one Qualified Plan's assumptions and use them as adjusted
according to the other paragraphs in this subsection.
APPENDIX A-6<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
5. For purposes of this subsection, a subsidy is
nonproportional unless the subsidy applies to a group of
employees that would independently satisfy the requirements of Code
section 410(b).
E. MINIMUM BENEFITS FOR TOP-HEAVY PLANS
1. For any Plan Year in which this Plan is Top-Heavy Plan,
the provisions of this Plan section supersede conflicting Plan
provisions regarding contributions, allocations, and accrual
of benefits under this Plan.
2. For purposes of this section, all Defined Contribution
Plans that are part of an Aggregation Group with this Plan are
treated as one Defined Contribution Plan, and all Defined
Benefit Plans that are part of an Aggregate Group with this Plan are
treated as one Defined Benefit Plan. According to the other
provisions of this Appendix, the Company may elect to satisfy
the minimum benefit requirements of this Plan section within this
Plan, within any one or more of the other Qualified Plans
within this Plan's Aggregation Group, or by aggregating amounts from
this Plan and one or more of those other Qualified Plans.
3. Each Non-Key Employee with regard to this Plan who has
at least 1,000 hours of service credited during the Plan Year (or
the Plan's specified accrual computation period if that is
different) or who is credited with equivalent service under 29
C.F.R. Section 2530.2006-3 qualified under this subsection. If the
Plan does not base accruals on accrual computation periods, its
Non-Key Employees qualified under this subsection for all periods of
service required to be credited for benefit accrual pursuant
to Treas. Reg. Section 1.410(a)-7. A Non-Key Employee with regard to
this Plan does not fail to qualify under this subsection merely
because he was not employed on a specified date; he does not fail to
qualify because he is excluded from participation (or because
he accrued no benefit) merely because his Earnings are less than
a stated amount; and he does not fail to qualify because of a
failure to make mandatory employee contributions. An
individual who qualifies under this subsection (c) must receive the
minimum benefit required by Code section 416(c)(2), as described in
subsection (4), from this Plan, from one or more other Defined
Contribution Plans within this Aggregation Group, or from
among this Aggregation Group's Defined Contribution Plans.
APPENDIX A-7
<PAGE>
Dominion Subsidiary Savings Plan
Effective October 1, 1995
4. This Plan will satisfy the minimum benefit required by
Code section 416(c)(2) if the contributions (other than 401(k)) and
forfeitures allocated to the Account of each Non-Key Employee
for each Plan Year on which the Plan is a Top-Heavy Plan will be
not less than the lesser of (a) three percent of such Non-Key
Employee's Earnings or (b) the ratio of the sum of the
contribution and forfeiture made for a Key Employee divided by
the compensation of the Key Employee.
F. AGGREGATE CONTRIBUTION AND BENEFIT LIMITATIONS
1. For any Plan Years in which this Plan is a Top-Heavy
Plan, the provisions of this section supersede conflicting Plan
provisions regarding limitations on contribution and benefits
under the Plan.
2. Plan section 7.05 will be applied by substituting "1.0"
for "1.25" in the calculation of a member's Defined Benefit
Plan and Defined Contribution Plan Fractions and the numerator of
the Transition Fraction will be determined by substituting
"$41,500" for "$51,875".
3. Subsection b will not apply with respect to this Plan
if the requirements of (a) and (b) below are met with respect to
the Plan.
(a) The requirements of this paragraph (a) are
met with respect to the Plan if this Plan (and any plan in this
Plan's Mandatory Aggregation Group) meets the minimum
benefit requirement of section 6 applied by substituting "four
percent" for "three percent."
(b) The requirements of this paragraph (b) are
met with respect to the Plan if this Plan would not be a
Top-Heavy Plan as determined under section C if "90 percent" were
substituted for "60 percent" each place it appears.
APPENDIX A-8
Exhibit 4(iv)
DOMINION SUBSIDIARY SAVINGS PLAN
TRUST AGREEMENT
Effective October 1, 1995
<PAGE>
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II
ESTABLISHMENT OF TRUST. . . . . . . . . . . . . . . . . . . 2
2.01. General . . . . . . . . . . . . . . . . . . . . . 2
2.02. Exclusive Benefit/Non-Diversion . . . . . . . . . 2
ARTICLE III
POWERS OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . 3
3.01. General . . . . . . . . . . . . . . . . . . . . . 3
3.02. DRI Stock . . . . . . . . . . . . . . . . . . . . 5
3.03. Voting of DRI Stock . . . . . . . . . . . . . . . 6
3.04. Appointment of Agents by the Trustee. . . . . . . 6
3.05. Appointment of Sub-Trustees,
Custodians, Sub-Custodians. . . . . . . . . . . . 6
ARTICLE IV
DUTIES OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . 6
4.01. General . . . . . . . . . . . . . . . . . . . . . 6
4.02. Plan Accounts . . . . . . . . . . . . . . . . . . 6
4.03. Account Valuations. . . . . . . . . . . . . . . . 7
4.04. Investment Accounts . . . . . . . . . . . . . . . 7
4.05. Distributions . . . . . . . . . . . . . . . . . . 7
4.06. Examination of Trustee Records. . . . . . . . . . 8
4.07. Trustee Reports . . . . . . . . . . . . . . . . . 8
4.08. Taxes . . . . . . . . . . . . . . . . . . . . . . 8
4.09. Other Trustee Duties. . . . . . . . . . . . . . . 8
ARTICLE V
DUTIES OF ADMINISTRATOR . . . . . . . . . . . . . . . . . . 8
5.01. General . . . . . . . . . . . . . . . . . . . . . 8
5.02. Operational Responsibilities. . . . . . . . . . . 9
5.03. Administrator Reports . . . . . . . . . . . . . . 9
5.04. Actions by Administrator. . . . . . . . . . . . . 9
5.05. Authority to Act. . . . . . . . . . . . . . . . . 9
5.06. Indemnification of Trustee For Acts of
Administrator . . . . . . . . . . . . . . . . . . 10
ARTICLE VI
COMPENSATION OF THE TRUSTEE . . . . . . . . . . . . . . . . 10
6.01. General . . . . . . . . . . . . . . . . . . . . . 10
6.02. Payments From Trust Fund. . . . . . . . . . . . . 10
ARTICLE VII
REMOVAL OR RESIGNATION OF TRUSTEE . . . . . . . . . . . . . 10
7.01. Notice. . . . . . . . . . . . . . . . . . . . . . 10
7.02. Successor Trustee . . . . . . . . . . . . . . . . 10
7.03. Transfer of Trust Fund. . . . . . . . . . . . . . 11
7.04. Accountings . . . . . . . . . . . . . . . . . . . 11
ARTICLE VIII
TERMINATION OF PLAN . . . . . . . . . . . . . . . . . . . . 11
8.01. Notice, Continuation or Distribution. . . . . . . 11
8.02. Automatic Termination . . . . . . . . . . . . . . 12
8.03. Withdrawal of a Participating
Affiliate . . . . . . . . . . . . . . . . . . . . 12
ARTICLE IX
DENIAL OF EXISTENCE OF GUARANTEES . . . . . . . . . . . . . 12
9.01. General . . . . . . . . . . . . . . . . . . . . . 12
9.02. No Employment Rights. . . . . . . . . . . . . . . 13
ARTICLE X
FAILURE TO QUALIFY. . . . . . . . . . . . . . . . . . . . . 13
ARTICLE XI
AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE XII
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . 13
12.01. Headings. . . . . . . . . . . . . . . . . . . . . 13
12.02. Applicable Law. . . . . . . . . . . . . . . . . . 14
12.03. Mergers or Consolidations . . . . . . . . . . . . 14
12.04. Singular, Plural, Capitalization and
Gender. . . . . . . . . . . . . . . . . . . . . . 14
12.05. Trustee Merger. . . . . . . . . . . . . . . . . . 14
12.06. Sponsor Mergers . . . . . . . . . . . . . . . . . 14
12.07. Assignments and Alienations . . . . . . . . . . . 14
12.08. Counterparts. . . . . . . . . . . . . . . . . . . 15
<PAGE>
INTRODUCTION
This Agreement shall be called the Dominion Subsidiary Savings
Plan Trust Agreement and is hereinafter referred to as the Trust Agree-
ment.
Dominion Capital, Inc. (the Sponsor), a corporation organized
and existing under the laws of the Commonwealth of Virginia, has adopted
the Dominion Subsidiary Savings Plan (the Plan) and the Trust Agreement,
effective October 1, 1995, for the benefit of employees of any non-
regulated subsidiaries (collectively, the Company) of Dominion Resources,
Inc. who adopt the Plan.
The Sponsor has acted to appoint Signet Trust Company as trustee
of the Plan, effective October 1, 1995.
Signet Trust Company (the Trustee) accepts its appointment as
Trustee in accordance with Plan Article XVI and agrees to abide by all
of the terms of the Trust Agreement.
<PAGE>
ARTICLE I
DEFINITIONS
Any capitalized term used in this Trust Agreement which is not
expected by normal usage and which is defined in Article I or elsewhere
in the Plan shall have the meaning herein as set forth in the Plan. The
provisions of the Plan are incorporated by reference into this Trust
Agreement.
ARTICLE II
ESTABLISHMENT OF TRUST
2.01. General. The Sponsor hereby establishes with the Trustee a Trust
consisting of such funds as the Company may from time to time deliver
to the Trustee constituting Company contributions to the Plan, and any
earnings and profits thereon. All such funds, any earnings and profits
thereon and the stock, securities and other property acquired by the
Trustee with such funds, less the payments or distributions which have
been made by the Trustee at the appropriate time of reference and any
losses pertaining to such stock, securities or other property, shall be
held in trust by the Trustee pursuant to the terms of the Plan and this
Trust Agreement and shall be referred to as the Trust Fund.
2.02. Exclusive Benefit/Non-Diversion. At no time shall any part of
the Trust Fund be used for or diverted to purposes other than for the
exclusive benefit of Members, retired Members and their Beneficiaries
and for the payment of the expenses of the Plan; nothing provided herein,
however, shall prevent the return to the Company of contributions on the
failure of the Plan to qualify initially under Section 401 of the
Internal Revenue Code of 1986, as amended (the Code) as provided in the
Plan or which are made as a mistake of fact, or which are not deductible,
as provided in the Plan, as allowed by law.
ARTICLE III
POWERS OF TRUSTEE
3.01. General. The Trustee shall have the following powers:
(a) to invest and reinvest the Trust Fund in such investments
as it may deem proper and suitable for the purposes of the Plan, as may
be selected by an investment manager, or as directed by participants
in accordance with the Plan, including, by way of example and not of
limitation, notes; bonds; obligations; either common or preferred stock;
warrants; rights; securities convertible into common stock; units,
shares, or participations in a common trust fund; or any open-end or
closed-end management investment company or unit investment trust
registered under the Investment Company Act of 1940, as amended
(including funds or trusts sponsored or operated by the Trustee or, if
applicable an investment manager or any affiliate of the Trustee or an
investment manager, the terms of which are incorporated herein by
reference); partnerships; obligations of the United States, any state
of the United States or any municipality or agency thereof; mortgages
and real estate whether developed or undeveloped; sales and leasebacks;
interests in real estate investment trusts; leaseholds of any duration;
savings accounts; certificates of deposit and other types of time
deposits with any financial institution (including the Trustee);
individual and group insurance policies or contracts; annuity contracts;
separate accounts; and investment policies and contracts;
(b) To invest and reinvest the Trust Fund in accordance with
the provisions of the Plan and Trust Agreement.
(c) To keep, retain and safeguard any and all investments
properly constituting the Trust Fund.
(d) To sell, assign, exchange, transfer, convey or otherwise
dispose of any or all of the investments or property constituting the
Trust Fund in accordance with the provisions of the Plan at either public
or private sale for cash or other consideration or for deferred payments,
and for the purpose of selling, assigning, transferring or conveying the
same, to make, execute, acknowledge and deliver any and all instruments
of conveyance or assignments in such form and with such warranties and
covenants as the Trustee may deem proper; and in the event of any sale,
conveyance, exchange or other disposition of any asset of the Trust Fund,
the purchaser shall not be required in any way to see to the application
of the purchase money or other consideration passing in connection
therewith.
(e) To vote any stocks, bonds or other securities held by it
(excluding any such securities held by a sub-trustee or subject to the
direction of an investment manager appointed pursuant to Section 3.05
or 3.01(i)) in accordance with the provisions of the Plan at any meeting
of stockholders, bondholders, or other security holders, and to delegate
the power so to vote to attorneys-in-fact or by proxies under power of
attorney, restricted or unrestricted, and to join in or dissent from or
oppose the reorganization, recapitalization, consolidation, sale or
merger of the corporation or properties in which the Trustee may hold
stocks, bonds or other securities.
(f) To take up or subscribe for any rights or exercise any
subscription or conversion privilege in any stocks, bonds, notes or other
securities constituting the Trust Fund.
(g) To compromise, adjust, arbitrate, sue or defend, abandon
or otherwise deal with and settle claims in favor of or against the Trust
Fund or relating to any of the assets of the Trust.
(h) To hold property in the Trustee's name or the name of the
nominees, or to retain such investment unregistered or in a form
permitting transfer by delivery, provided that the books and records of
the Trustee shall at all times show that such investments are a part of
the Trust.
(i) To invest all or any part of the assets of the Trust Fund
in any collective investment trust which then provides for the pooling
of the assets of the Plan described in Code section 401(a) and exempt
from tax under Code section 501(a), or any comparable provisions of any
future legislation that amends, supplements, or supersedes those
sections, and which is then maintained by any bank (whether or not such
collective investment trust provides for the pooling of assets of other
tax-exempt trusts), provided that such collective investment trust is
exempt from tax under the Code or regulations or rulings issued by the
Internal Revenue Service. The provisions of the document governing any
such collective investment trust as it may be amended from time to time
shall govern any investment therein and are hereby made a part of this
Trust Agreement.
(j) If an investment manager, as defined in section 3(38) of
the Employee Retirement Income Security Act of 1974, as amended (ERISA),
which has been appointed (by a named fiduciary designated for this
purpose by the Sponsor) to direct some or all of the investments of the
Trust Fund in accordance with the Plan, is a bank, as defined in the
Investment Advisors Act of 1940, to transfer to such investment manager
all or any specified assets in that part of the Trust Fund which is
subject to such investment manager's direction, for investment by such
investment manager through the medium of any common, collective or
commingled trust fund maintained by it which consists solely of assets
of trusts qualified under Code section 401(a) and which is exempt from
tax under Code section 501(a), whereupon the instrument establishing such
common, collective or commingled trust fund, as amended from time to
time, shall constitute a part of the Plan assets of which are included
in such part of this Trust as long as any portion of such assets shall
be invested through the medium of such common, collective or commingled
trust fund.
(k) Subject to its general fiduciary obligations to the Plan,
to hold cash uninvested and deposit same with any banking or savings
institution, including its own banking department or the banking
department of one of its affiliates.
(l) To consult with legal counsel, including, without
limitation, counsel to a participating employer or the Plan's
Administrator with respect to the construction of this Agreement, its
duties hereunder, or any act which it purposes to take or omit.
(m) To do all other things which shall be necessary to carry
out the powers specified herein and to perform its duties under the Plan
and this Trust Agreement.
3.02. DRI Stock. The Trustee may acquire Dominion Resources, Inc.
Stock (DRI Stock) to be credited to the accounts of Members in the Plan,
whether such stock is unregistered or registered under the Securities
Act of 1933, as amended, through open market purchases or from DRI's
authorized but unissued shares; provided, however, that any transaction
with respect to DRI Stock must be at least as favorable to the Plan and
the Members thereof as the most favorable alternative set forth above
not chosen. Purchases made from DRI shall be based on the closing market
price of DRI Stock on the New York Stock Exchange composite tape on the
preceding business day of the New York Stock Exchange.
3.03. Voting of DRI Stock. Before each annual or special meeting of
stockholders of DRI, the Trustee will furnish each Member with a copy
of the proxy solicitation material for such meeting as furnished to the
Trustee by DRI together with a form addressed to the Trustee requesting
the Member's confidential instructions on how the DRI Stock credited to
his account as of the Valuation Date preceding the record date should
be voted. Upon receipt of such instructions, the Trustee shall vote such
stock as instructed. Any DRI stock held by the Trustee as to which it
receives no voting instructions shall to the extent consistent with its
fiduciary duties under ERISA, be voted by the Trustee in accordance with
management recommendations.
3.04. Appointment of Agents by the Trustee. The Trustee is authorized
to appoint agents with discretionary authority as to any part of the
Trust Fund and functions incident thereto when, in the sole discretion
of the Trustee, such delegation is necessary in order to facilitate the
operation of the Trust and such delegation is not inconsistent with the
purposes of the Trust or in contravention of any law. In the delegation
of such discretionary authority, the Trustee may appoint as agent any
person or entity including, but not limited to, an Administrator. Upon
such delegation, the Trustee may require such reports, bonds or written
agreements as it deems necessary to monitor properly the actions of its
delegate. The Trustee shall have the sole responsibility for continuing
or terminating any delegation of discretionary authority to any agent
under this section.
3.05. Appointment of Sub-Trustees, Custodians, Sub-Custodians. In
addition to the Trustee's authority under section 3.04, at the direction
of the Sponsor, the Trustee may from time to time employ one or more sub-
trustees, custodians, or sub-custodians.
ARTICLE IV
DUTIES OF TRUSTEE
4.01. General. The Trustee shall receive contributions to the Plan
and invest the same and any earnings thereon according to the terms of
the Plan.
4.02. Plan Accounts. The Trustee shall establish or cause to be
established the Company Stock Fund, Interest Bearing Account Fund,
Balanced Fund, Equity Index Fund, America's Utility Fund and such other
Accounts as may be necessary or desirable for the administration of the
Plan, and credit or cause to be credited contributions thereto, and
invest the contributions and any earnings thereon in accordance with the
terms of the Plan and any elections made by Members pursuant to the terms
of the Plan. Such accounts, however, are established for purposes of
convenience and accounting only and shall not prevent the Trustee from
dealing with the assets of the Trust as a single commingled fund, nor
shall the keeping of such accounts vest any Member with an interest in
the assets held by the Trustee except to the extent provided under the
terms of the Plan.
4.03. Account Valuations. The Trustee shall periodically (but at least
annually) value or cause the assets of the Trust Fund to be valued
according to the provisions of the Plan and shall determine the value
of DRI Stock and units of such other Account Fund for purposes of
crediting contributions to a Member's account or making distributions
therefrom.
4.04. Investment Accounts. For purposes of establishing the Interest
Bearing Account Fund, the Balanced Fund, the Equity Fund, and the
America's Utility Fund, the Trustee may invest in securities, may
participate in a fund investing in securities or may enter into an
annuity contract or other investment agreement with an insurance company
or other financial institution; provided, however, that should the
Sponsor so direct, the Trustee shall enter into a contract with such
terms and with such insurance company or other financial institution as
the Sponsor may direct. The Trustee shall be fully protected and
indemnified by the Sponsor for any liability it may incur in following
such direction.
4.05. Distributions. At the direction of an Administrator, the Trustee
shall distribute such money and other property to such person or entities
as the Administrator may designate. Any direction given to the Trustee
by the Administrator in accordance with this Section need not specify
the particular application of the payment to be made, but shall specify
that the payment is for benefits or expenses provided by the Plan. The
Trustee shall be fully protected in relying on the instructions of the
duly authorized representative of an Administrator in making payments
from the Plan from time to time and shall be charged with no
responsibility whatsoever respecting the application of such money and
other property. The Trustee shall have no authority concerning the
entitlement of any person to benefits nor the amount of any person's
benefits.
4.06. Examination of Trustee Records. The Trustee shall keep or cause
to be kept by its agents, records regarding the administration of the
Trust, which records may be examined at any reasonable time by the duly
authorized representative of an Administrator.
4.07. Trustee Reports. The Trustee shall file with the Administrator
such reports concerning the Plan and containing such information and at
such times as the Trustee and the Administrator may agree. Further, the
Trustee shall furnish the Administrator with such information as it may
require and as may be agreed to for purposes of fulfilling any duties
concerning reporting to state and federal agencies, the Members of the
Plan and their Beneficiaries.
4.08. Taxes. The Trustee shall pay out of the Trust Fund, or withhold
for satisfaction, all taxes of any sort levied against the Trust Fund
or any part thereof, other than taxes properly attributable to Members
or their Beneficiaries.
4.09. Other Trustee Duties. The Trustee shall perform all functions
which may be assigned to it by this Trust Agreement and such other
functions as may be agreed upon between the Sponsor and the Trustee from
time to time in writing.
ARTICLE V
DUTIES OF ADMINISTRATOR
5.01. General. In discharging the duties assigned to it under the
Plan, the Administrator has the discretion and final authority to
interpret and construe the terms of the Plan; to determine coverage and
eligibility for benefits under such Plan; to adopt, amend, and rescind
rules, regulations and procedures pertaining to its duties under such
Plan and the administration of such Plan; and to make all other
determinations the Administrator deems necessary or advisable for the
discharge of its duties or the administration of such Plan. The
Administrator's discretionary authority is absolute, conclusive and
exclusive, and binds all parties so long as the Administrator exercises
this discretion in good faith. In order to carry out the purposes of
the Plan, the Sponsor specifically intends that judicial review of any
decision of the Plan's Administrator be limited to the deferential
arbitrary and capricious standard of review. Such judicial deference
will promote the efficient administration of the Plan by reducing the
amount and costs of litigation related to the Plan Administrator's
decisions, thereby preserving the resources of the Plan and promoting
the interests of participants and beneficiaries. The express grant of
any specific power to the Administrator with respect to any duty assigned
to it under the Plan should not be construed as limiting any power or
authority of such Administrator to discharge its duties.
5.02. Operational Responsibilities. The Administrator shall have
complete responsibility for the operation and administration of the Plan
and, by way of example and not limitation, shall determine eligibility
for Membership, receive elections of Members under the Plan pertaining
to investments, contributions, suspensions, distributions or withdrawals
and notify the Trustee of the same, receive requests for distributions
and direct the Trustee to make such distributions and furnish the Trustee
with such information as it may require to carry out its duties under
the Plan and the Trust Agreement.
5.03. Administrator Reports. The Administrator shall make all reports
concerning the Plan to state and federal agencies and to Members and
their Beneficiaries, other than those specifically imposed on the Trustee
by law, the Plan, this Trust Agreement or those which the Trustee has
agreed in writing to prepare. Should the Trustee incur any liability
by reason of the Administrator's failure to file timely reports which
the Sponsor is obligated to file, the Sponsor shall reimburse the Trustee
for any and all obligations, including penalties, interest and expenses
incurred by the Trustee.
5.04. Actions by Administrator. Any action by the Administrator
pursuant to this Trust Agreement shall be taken by those persons and
entities authorized to take such action on behalf of the Administrator
pursuant to Section 5.05 and shall be evidenced in writing and signed
by a duly authorized representative of the Administrator and the Trustee
shall be fully protected in acting in accordance with such writing.
5.05. Authority to Act. The Administrator shall furnish the Trustee
from time to time with certified copies of resolutions from the Sponsor's
Board of Directors, as applicable, or a letter from the principal
executive officer on behalf of the Sponsor evidencing the appointment,
identity and termination of office of any persons acting as or constitut-
ing the Administrator or the duly authorized representatives of the
Sponsor with respect to any right, power or duty specified in this Trust
Agreement, and the Trustee shall be fully protected in taking action
based on instructions from such persons pursuant to Section 5.04 until
he has received notice of a revocation of such authority.
5.06. Indemnification of Trustee For Acts of Administrator. The
Sponsor shall fully indemnify and save harmless the Trustee from
liability and expense incident to any act or failure to act by reason
of the Trustee's reliance on or compliance with instructions issued by
the Administrator or any duly authorized representative of the
Administrator pursuant to Sections 5.04 and 5.05.
ARTICLE VI
COMPENSATION OF THE TRUSTEE
6.01. General. The Trustee shall be entitled to compensation for
services rendered by it in such amount and on such basis as it and the
Administrator may agree from time to time and shall be reimbursed by the
Sponsor for any reasonable expenses it may incur in administering the
Trust Agreement.
6.02. Payments From Trust Fund. The compensation and reimbursement
of the Trustee and all other expenses (including, where applicable, the
fees of counsel where the engagement and compensation arrangements have
been approved in advance by the Administrator) of the Plan shall be paid
by the Plan in a uniform and equitable manner unless paid by the Sponsor
and their participating affiliates.
ARTICLE VII
REMOVAL OR RESIGNATION OF TRUSTEE
7.01. Notice. The Sponsor may remove the Trustee hereunder with
respect to the Plan at any time by giving 30 days' notice in writing to
the Trustee. The Trustee may resign as Trustee of the Plan at any time
by giving 30 days' notice in writing to the Administrator of the Plan
or the Sponsor. The parties by agreement may waive such written notice
or may cause a resignation or removal to become effective before the
running of the notice period.
7.02. Successor Trustee. In the event of such removal or resignation,
a successor Trustee shall be appointed by the Sponsor to become Trustee
of the Plan as of the time such removal or resignation becomes effective.
Such successor Trustee shall accept such appointment by an instrument
in writing delivered to the Administrator. The Trustee upon becoming
successor Trustee shall be vested with all the rights, powers, duties,
privileges and immunities as successor Trustee hereunder as if originally
designated as Trustee in this Trust Agreement.
7.03. Transfer of Trust Fund. Upon such appointment and acceptance,
the retiring Trustee shall endorse, transfer, assign, convey and deliver
to the successor Trustee all of the funds, securities and other property
then held by it in the Trust Fund, except such amount as it may consider
necessary to cover its compensation and its expenses in connection with
the settlement of its accounts and the delivery of the Trust Fund to the
successor Trustee. The balance remaining of any amount so reserved shall
be transferred and paid over to the successor Trustee promptly upon
settlement of its accounts.
7.04. Accountings. In the event of the removal or resignation of the
Trustee hereunder, the Trustee shall file with the Administrator a
statement and report of its accounts and proceedings covering the period
from its last statement and report and shall furnish the Administrator
with the entire master record of each Account in the Plan updated through
the date of removal or resignation.
ARTICLE VIII
TERMINATION OF PLAN
8.01. Notice, Continuation or Distribution. In the event a termination
of the Plan occurs, the Administrator shall notify the Trustee of such
termination in writing. Thereafter, the Administrator may either direct
the Trustee according to the terms of the Plan to maintain the assets
of the Plan in trust and distribute them pursuant to the terms of the
Plan as if a termination had not occurred, or it may direct the Trustee
to distribute all cash, securities and other property then constituting
the Trust Fund, less any amounts constituting charges and expenses
payable from the Trust Fund on the date or dates specified by the Admin-
istrator to such persons and in such manner as such Administrator shall
direct. In making such distributions, the Trustee shall be entitled to
assume that such distributions are in full compliance with and are not
in violation of any applicable law, and the Trustee may require such
Administrator to furnish it with evidence that such distributions do not
violate any such law. The Sponsor, as applicable, shall indemnify and
save the Trustee harmless from any liability or expense the Trustee may
incur with respect to any liability of any kind whatsoever arising from
any distribution made by the Trustee at the direction of the
Administrator as a result of the termination of the Plan.
8.02. Automatic Termination. This Trust Agreement shall terminate
when there are no remaining assets of the Trust Fund.
8.03. Withdrawal of a Participating Affiliate. A participating
affiliate may at any time direct the Trustee to segregate and withdraw
that portion of the equitable share of the Plan as may be certified to
the Trustee by the Administrator as allocable to any specified group or
groups of employees or beneficiaries. Whenever segregation is required,
the Trustee shall withdraw from the Trust Fund such assets as it shall
in its absolute discretion deem to be equal in value to the equitable
share to be segregated. Such withdrawal from the Trust Fund shall be
in cash or in property held in such Fund, or in a combination of both,
as agreed to between the Administrator and the Trustee. The Trustee
shall thereafter hold the assets so withdrawn as a separate trust fund
in accordance with the provisions of either this Agreement (which shall
be construed with respect to such assets as if the employer maintaining
the Plan (determined without regard to whether any subsidiaries or
affiliates of such employer have joined in the Plan)) had established
a separate trust agreement with the Trustee hereunder or of a separate
trust agreement. Such segregation shall not preclude later readmission
to the Trust Fund.
ARTICLE IX
DENIAL OF EXISTENCE OF GUARANTEES
9.01. General. Neither the Sponsor, any Trustee, nor any other
participating affiliates in any way guarantee the adequacy of the Trust
Fund for the payment of any benefit or amount which may become due under
the Plan to any Member or to the legal representative or Beneficiary of
any such Member. Each Member, former Member, Beneficiary or legal
representative of a Member shall look solely to the assets constituting
the Trust Fund for the payment of benefits under the Plan.
9.02. No Employment Rights. Membership in the Plan shall not give
any employee the right to be retained in the Sponsor's or any
participating affiliate's service or any right or interest in the Trust
Fund other than as provided herein or in the Plan.
ARTICLE X
FAILURE TO QUALIFY
It is the intent of the Sponsor that the Plan and Trust will
qualify under Code sections 401(a) and 501(a). In the event that the
Plan and the Trust fail to be initially accepted by the Internal Revenue
Service as a qualified plan and the applicable Administrator declines
to make any necessary changes in the Plan and Trust to bring them into
compliance with the Code, Company contributions shall be returned to the
Company within one year of receipt of the Internal Revenue Service's
determination that a Plan is not initially a qualified plan.
ARTICLE XI
AMENDMENT
The Sponsor reserves the right at any time, and from time to
time, to modify or amend in whole or in part any or all of the provisions
of this Agreement with respect to the Plan; provided, however, that no
modification or amendment which affects the rights, duties or
responsibilities of a Trustee may be made without the Trustee's consent.
ARTICLE XII
MISCELLANEOUS
12.01. Headings. Titles are included only for convenience and are not
to be considered in the construction of the provisions hereof.
12.02. Applicable Law. Except to the extent otherwise required by
federal law, the Trust Agreement hereby created shall be construed,
administered and governed in all respects under and by the laws of the
Commonwealth of Virginia.
12.03. Mergers or Consolidations. No merger or consolidation with,
or transfer of assets or liabilities of the Plan to any other plan shall
be made, unless each Member would receive immediately after such event
a benefit (determined as if the Plan had terminated at that time) 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.
12.04. Singular, Plural, Capitalization and Gender. Wherever
appropriate, words used in this Agreement in the singular shall include
the plural; and the plural, the singular. The masculine gender shall
include the feminine; and the feminine gender, the masculine, unless the
context clearly indicates otherwise.
12.05. Trustee Merger. Any corporation into which the Trustee may be
merged or with which it may be consolidated, or any corporation resulting
from any merger or consolidation to which the Trustee is a party, or any
corporation succeeding to the trust business of the Trustee, shall become
the successor of the Trustee hereunder, without the execution or filing
of any instrument or the performance of any further act on the part of
the parties hereto.
12.06. Sponsor Mergers. Any corporation into which the Sponsor may
be merged or with which either may be consolidated, or any corporation
succeeding to all or a substantial part of the business interests of the
Sponsor may become a party hereunder if it elects to continue a Plan and
this Trust Agreement and files a notice in writing to that effect with
the Trustee.
12.07. Assignments and Alienations. No payment which is payable from
the Trust Fund to any person will be subject in any manner to
anticipation, alienation, garnishment, sale, transfer, assignment,
pledge, encumbrance or charge and any attempt to anticipate, assign,
alienate, sell, garnishee, transfer, pledge, encumber or charge the same
will be void; and no such benefit will in any manner be subject to the
debts, contracts, liabilities, engagements or torts of any such person,
nor will it be subject to legal notice for or against such person and
the same will not be recognized by the Trustee except to the extent
required by law.
12.08. Counterparts. This Trust Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, and said
counterparts shall constitute but one and the same instrument and may
be sufficiently evidenced by any one counterpart.
<PAGE>
IN WITNESS WHEREOF, Dominion Capital, Inc. and the Trustee have
caused their duly authorized officers to sign this document this _____
day of _________________, 1995.
DOMINION CAPITAL, INC.
BY:
As evidenced by the signature of its duly authorized officer,
Signet Trust Company hereby accepts its appointment, as Trustee and
fiduciary responsibility under this Trust Agreement.
SIGNET TRUST COMPANY
BY:
Exhibit 5
HUNTON & WILLIAMS
September 15, 1995
Dominion Resources, Inc.
Richmond, Virginia 23261
Re: Dominion Subsidiary Savings Plan
Gentlemen:
With respect to the Registration Statement on Form S-8 of Dominion
Resources, Inc. (the Company) in connection with the proposed issuance and
sale of shares of Common Stock, without par value (the Common Stock),
pursuant to the above-referenced employee benefit plan (the Plan), we are of
the opinion that the Company is a corporation duly organized and existing
under the laws of Virginia and has the corporate power to conduct
its business and issue the Common Stock.
We are further of the opinion that the issuance and sale of the Common Stock
has been authorized by the Board of Directors and that when the steps
mentioned in the next paragraph below shall have been taken, (a) all
requisite corporate and governmental authorization will have been given for
the issuance and sale of the Common Stock (except such governmental
authorization as may be necessary under the Blue Sky laws of the several
States) and (b) the shares of Common Stock will be validly issued, fully paid
and nonassessable.
The steps to be taken as indicated in the preceding paragraph are:
(1) Compliance with the Securities Act of 1933, as amended; and
(2) The issuance and sale of the Common Stock in accordance with the terms
and conditions of the Plan.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
HUNTON & WILLIAMS
Exhibit 23
DELOITTE & TOUCHE LLP
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Dominion Resources, Inc. on Form S-8 of our report dated February 6, 1995,
appearing in the Annual Report on Form 10-K of Dominion Resources, Inc. for
the year ended December 31, 1994.
DELOITTE & TOUCHE LLP
September 15, 1995
