SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 1-8489
DOMINION RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-1229715
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
901 East Byrd Street, Richmond, Virginia 23219
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (804) 775-5700
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes __X__ No _____
At April 30, 1995 the latest practicable date for determination,
172,782,542 shares of common stock, without par value, of the
registrant were outstanding.
<PAGE>
DOMINION RESOURCES, INC.
INDEX
Page
Number
PART I. Financial Information
Item 1. Consolidated Financial Statements
Consolidated Statements of Income - Three 3
Months Ended March 31, 1995 and 1994
Consolidated Balance Sheets - March 31, 1995
4-5
and December 31, 1994
Consolidated Statements of Cash Flows
6-7
Three Months Ended March 31, 1995 and 1994
Notes to Consolidated Financial Statements 8-11
Item 2. Management's Discussion and Analysis
12-16
PART II. Other Information
Item 1. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of 18
Security Holders
Item 5. Other Information 19-20
Item 6. Exhibits and Reports on Form 8-K 21
<PAGE>
DOMINION RESOURCES, INC.
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended
March 31,
1995 1994
Millions, except per share amounts
Operating revenues and income:
Electric $1,076.3 $1,102.1
Nonutility 53.0 64.9
1,129.3 1,167.0
Operating expenses:
Fuel, net 254.0 262.3
Purchased power capacity, net 178.7 177.3
Other operation 168.4 153.1
Maintenance 66.9 70.5
Depreciation and amortization 135.2 135.4
Other taxes 69.6 73.2
872.8 871.8
Operating income 256.5 295.2
Other income 2.3 3.3
Income before fixed charges and
Federal income taxes 258.8 298.5
Fixed charges:
Interest charges, net 95.2 91.0
Preferred dividends of Virginia
Power 11.7 10.0
106.9 101.0
Income before provision for
Federal income taxes 151.9 197.5
Provision for Federal income
taxes 43.4 56.1
Net income $108.5 $141.4
Average common stock 172.3 168.5
Earnings per common share $ 0.63 $ 0.84
Dividends paid per common share $ 0.645 $ 0.635
__________________
The accompanying notes are an integral part of the Consolidated
Financial Statements.
3
<PAGE>
DOMINION RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
(UNAUDITED)
March 31, December 31,
1995 1994*
(Millions)
Current assets:
Cash and cash equivalents $ 122.8 $ 146.7
Trading securities 62.1 110.8
Customer accounts receivable, net 245.4 202.7
Other accounts receivable 113.2 83.2
Accrued unbilled revenues 98.2 97.4
Accrued taxes 41.1 0.0
Materials and supplies:
Plant and general 187.4 186.6
Fossil fuel 82.1 122.9
Other 96.7 136.2
1,049.0 1,086.5
Investments 1,276.5 1,160.1
Property, plant and equipment: 15,533.9 15,415.4
Less accumulated depreciation
and amortization 5,292.0 5,170.0
10,241.9 10,245.4
Deferred charges and other assets:
Regulatory assets 859.1 871.0
Other 190.4 199.2
1,049.5 1,070.2
Total assets $13,616.9 $13,562.2
__________________
The accompanying notes are an integral part of the
Consolidated Financial Statements.
* The Balance Sheet at December 31, 1994 has been taken from
the udited Consolidated Financial Statements at that date.
4
DOMINION RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
(UNAUDITED)
March 31, December 31,
1995 1994*
(Millions)
Current liabilities:
Securities due within one year $ 205.1 $ 399.1
Short-term debt 76.8 146.0
Accounts payable, trade 293.7 343.5
Accrued interest 108.0 106.3
Accrued taxes 111.3 0.0
Accrued payrolls 48.6 59.5
Customer deposits 55.2 55.0
Provision for rate refunds 14.3 12.2
Other 94.4 115.8
1,007.4 1,237.4
Long-term debt:
Utility 4,073.7 3,910.4
Nonrecourse - nonutility 657.1 640.2
Other 200.0 160.0
4,930.8 4,710.6
Deferred credits and other liabilities:
Deferred income taxes 1,633.0 1,613.6
Investment tax credits 284.9 289.2
Deferred fuel expenses 50.7 51.5
Other 276.5 257.7
2,245.1 2,212.0
Total liabilities 8,183.3 8,160.0
Commitments and Contingencies
Preferred stock:
Virginia Power stock subject to
mandatory redemption 221.7 222.1
Virginia Power stock not subject to
mandatory redemption 594.0 594.0
Common shareholders' equity:
Common stock - no par 3,180.7 3,157.6
Retained earnings 1,449.5 1,455.2
Allowance on available-for-sale
securities (33.4) (47.8)
Other 21.1 21.1
4,617.9 4,586.1
Total liabilities & shareholders'
equity $13,616.9 $13,562.2
The accompanying notes are an integral part of the
Consolidated Financial Statements.
* The Balance Sheet at December 31, 1994 has been taken from
the audited Consolidated Financial Statements at that date.
5
DOMINION RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
1995 1994
(Millions)
Cash flows from operating activities:
Net income $ 108.5 $ 141.4
Adjustments to reconcile net income to
net cash:
Depreciation and amortization 151.3 152.8
Deferred income taxes 16.5 47.1
Investment tax credits, net (4.2) (4.2)
Allowance for other funds used
during construction (1.8) (1.2)
Deferred fuel expenses (0.8) (16.9)
Deferred capacity expenses (0.8) 30.0
Non-cash return on terminated
construction projects costs (pre-tax) (2.3) (2.7)
Changes in assets and liabilities:
Accounts receivable (65.0) 121.0
Accrued unbilled revenues 29.6 35.9
Materials and supplies 40.1 33.7
Accounts payable, trade (27.6) (65.0)
Accrued interest and taxes 95.2 42.4
Provision for rate refunds 2.1 (98.9)
Other changes 29.8 (72.4)
Net cash flows from operating activities 370.6 343.0
Cash flows from (to) financing activities:
Issuance of common stock 35.0 52.7
Issuance of long-term debt:
Utility 200.0 164.0
Nonrecourse-nonutility 55.2 5.3
Issuance (repayment) of short-term debt (69.1) (35.9)
Repayment of long-term debt and
preferred stock (239.9) (153.1)
Common dividend payments (111.0) (106.9)
Other (4.3) 8.9
Net cash flows (to) financing
activities (134.1) (65.0)
6
<PAGE>
DOMINION RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(CONTINUED)
Three Months Ended
March 31,
1995 1994
(Millions)
Cash flows from (used in) investing activities:
Capital expenditures-(excluding
AFC-equity funds) (141.1) (132.8)
Investments in Marketable Securities 29.1 (72.5)
Sale of Accounts Receivable (60.0) (50.0)
Other (88.4) (21.1)
Net cash flows (used in) investing activities (260.4) (276.4)
Increase in cash and cash equivalents (23.9) 1.6
Cash and cash equivalents at beginning of
period 146.7 102.0
Cash and cash equivalents at end of period $122.8 $103.6
Supplementary cash flows information:
Cash paid during the period for:
Interest (net of interest capitalized) $ 133.1 $ 95.3
Income taxes 3.4 5.6
__________
The accompanying notes are an integral part of the Consolidated
Financial Statements.
7
DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(a) In the opinion of Dominion Resources' management, the
accompanying unaudited Consolidated Financial Statements
contain all adjustments, consisting only of normal recurring
accruals, necessary to present fairly the financial position as
of March 31, 1995, the results of operations for the three-month
periods ended March 31, 1995 and 1994, and cash flows for the
three-month periods ended March 31, 1995 and 1994.
These Consolidated Financial Statements should be read in
conjunction with the Consolidated Financial Statements and notes
thereto included in the Dominion Resources Annual Report on Form
10-K for the year ended December 31, 1994.
Certain amounts in the 1994 Consolidated Financial
Statements have been reclassified to conform to the 1995
presentation.
The results of operations for the interim periods are not
necessarily indicative of the results to be expected for the full
year.
(b) Common Stock
At March 31, 1995 there were 300,000,000 shares of common
stock authorized of which 172,706,628 were issued and
outstanding.
Common shareholders' equity at March 31, 1995 also includes
$12.3 million for amounts received under the Stock Purchase Plan
for Customers of Virginia Power and the Automatic Dividend
Reinvestment and Stock Purchase Plan for which shares have not
yet been issued. Common shares issued during the referenced
periods were as follows:
Three Months Ended
March 31,
1995 1994
Automatic Dividend
Reinvestment and
Stock Purchase Plan 645,998 722,439
Customer Stock Purchase Plan 0 0
Employee Savings Plan 0 232,311
Stock repurchase and retirement (377,000) 0
Other 32,581 36,774
Total Shares 301,579 991,524
(c) Long-term Incentive Plan
On February 24, 1995, the Organization and Compensation
Committee of the Board of Directors of Dominion Resources awarded
participants 25,320 shares of restricted common stock at the
award price of $37.625 per share. The stock has a one to
three-year vesting period.
8
DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
For the three-month period ended March 31, 1995, no common
shares were issued associated with exercised stock options from
previous awards. As of March 31, 1995, options from 11,076
shares were exercisable from previous awards.
(d) Preferred Stock - Virginia Power
As of March 31, 1995, there were 2,217,319 and 5,940,140
issued and outstanding shares of preferred stock subject to
mandatory redemption and preferred stock not subject to mandatory
redemption, respectively. There are a total of 10,000,000
authorized shares of Virginia Power's preferred stock.
(e) Provision for Federal Income Taxes
Total Federal income tax expense differs from the amount
computed by applying the statutory Federal income tax rate to
pre-tax income for the following reasons:
Three Months Ended
March 31,
1995 1994
(Millions)
Computation of Provision
for Federal Income Tax:
Pre-tax income $151.9 $197.5
Tax at statutory federal
income tax rate of 35% applied
to pre-tax income $ 53.2 $ 69.1
Changes in federal income
taxes resulting from:
Preferred dividends
of Virginia Power 4.1 3.5
Nonconventional Fuel credit (7.3) (9.0)
Ratable amortization of
investment tax credits (4.2) (4.2)
Other, net (2.4) (3.3)
Total Provisions for Federal
Income Tax Expense $43.4 $56.1
Effective Tax Rate 28.6% 28.4%
(f) Contingencies
Litigation
For matters relating to corporate governance issues between
Dominion Resources and Virginia Power, see Part II. Other
Information Item 1. - Legal Proceedings and Note O to
CONSOLIDATED FINANCIAL STATEMENTS included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994.
9
DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Virginia Power
Nuclear Insurance
The Price-Anderson Act limits the public liability of an
owner of a nuclear power plant to $8.9 billion for a single
nuclear incident. Virginia Power is a member of certain
insurance programs that provide coverage for property damage to
members' nuclear generating plants, replacement power and
liability in the event of a nuclear incident. Virginia Power may
be subject to retrospective premiums in the event of major
incidents at nuclear units owned by covered utilities (including
Virginia Power). For additional information, see Note O to
CONSOLIDATED FINANCIAL STATEMENTS included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994.
Nonutility Subsidiaries:
Dominion Energy
Dominion Cogen, Inc., is a wholly owned subsidiary of
Dominion Energy with an investment interest in the Clear Lake
cogeneration plant near Houston, Texas. Under terms of the
investment agreement, Dominion Resources must provide contingent
equity support to Dominion Energy. While management believes
that the possibility of such support is remote, Dominion
Resources could be required to insure that Dominion Energy has
sufficient funds to meet its guarantee of $58.8 million.
Dominion Energy has general partnership interests in
certain of its energy ventures. Accordingly, Dominion Energy may
be called upon to fund future operation of these investments to
the extent operating cash flow is insufficient.
(g) Lines of Credit
Dominion Resources and its subsidiaries have lines of
credit and revolving credit agreements that provide for maximum
borrowings of $705.8 million. At March 31, 1995, $97.1 million
had been borrowed under such agreements. In addition, these
credit agreements supported $203.1 million of Dominion Resources'
commercial paper and $104.4 million of nonrecourse commercial
paper issued by Dominion Resources' subsidiaries which was
outstanding at March 31, 1995. A total of $290.0 million of the
commercial paper is classified as long-term debt since it is
supported by revolving credit agreements that have expiration
dates extending beyond one year.
10
<PAGE>
DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(h) Investments
Investments at March 31, 1995 and December 31, 1994 are as
follows:
March 31,
December 31,
1995
1994
(Millions)
Investments in affiliates $ 264.2 $ 282.8
Available-for-sale securities 316.2 286.5
Nuclear decommissioning trust funds 282.3 260.9
Investments in real estate 132.2 107.5
Other 281.6 222.4
$1,276.5 $1,160.1
11
<PAGE>
DOMINION RESOURCES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
First Source Financial
On December 27, 1994, Dominion Capital (DCI), through its
owned subsidiary Virginia Financial Ventures, Inc., contributed
$5 million to an escrow account for a 50% interest in First
Source Financial LLP, a joint venture with HCFS Corporate Finance
Venture, Inc. (HCFS). A Venture Agreement was concurrently
signed whereby DCI's contribution, with that of HCFS, was held
pending final closing of the joint venture which occurred on
March 24, 1995. On March 27, 1995, DCI funded their portion of
the joint venture with an additional $45 million contribution.
Natural Gas Joint Venture
On February 23, 1995, Dominion Energy, through a
wholly-owned subsidiary, entered into a joint venture with Enron
Exploration Australia Pty. Ltd. to explore certain coal fields of
Queensland, Australia for natural gas reserves. The companies
will assess the natural gas potential of more than 9 million
acres in the eastern Galilee Basin of the Queensland "Outback".
Dominion Energy has committed to a minimum investment of $4
million.
Dominion Resources - Consolidated
Financial Condition
Earnings Per Share
Three Months Ended
March 31,
1995 1994
Virginia Power $0.60 $0.73
Nonutility .03 .11
Consolidated $0.63 $0.84
Virginia Power's earnings were down 13 cents in the first
quarter of 1995 when compared to the same time period for 1994.
Retail sales to residential customers were down 10.4 percent for
the first quarter of 1995 when compared with the first quarter of
1994. This is mainly attributable to the abnormally mild weather
during the first quarter of 1995 as compared to the same time
period in 1994.
Dominion Resources' nonutility subsidiaries earned 3 cents
per share in the first quarter of 1995, down 8 cents from the
same period last year. Dominion Capital was negatively affected
by lower income from the Vidalia hydroelectric facility in
Louisiana. Dominion Energy reported lower income from its oil
and gas operations because of lower gas prices in the first
quarter of this year and last year's sale of a 65 percent
interest in the Black Warrior Trust.
12
DOMINION RESOURCES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
(CONTINUED)
Dividends
On April 21, 1995, the Board of Directors of Dominion
Resources declared a quarterly common stock dividend of $0.645
per share,payable June 20, 1995 to holders of record at the close
of business June 1, 1995.
Financing Activities
Common Stock Issuance
Dominion Resources issued 301,579 net shares of common
stock primarily through its Automatic Dividend Reinvestment and
Stock Purchase Plan and Customer Stock Purchase Plan including
the repurchase of 377,000 shares on the open market (see Note (c)
to the Notes to the Consolidated Financial Statements) during the
three-month period ended March 31, 1995.
The proceeds from issuance of common stock are invested on
a short-term basis by Dominion Resources and ultimately utilized
to provide equity capital to its subsidiaries generally within
the same calendar year as the issuance of the common stock.
Virginia Power
Liquidity and Capital Resources
Cash Flows From Operations
As detailed in the Statements of Cash Flows, cash flow from
operating activities for the three month period ended March 31,
1995 increased $31.2 million as compared to the three month
period ended March 31, 1994 primarily as a result of normal
operations.
Cash Flows To Financing Activities
Cash from (to) financing activities was as follows:
Three Months Ended March 31,
1995 1994
(Millions)
Mortgage bonds $ 200.0 $ 164.0
Repayment of long-term debt
and preferred stock (185.0) (148.0)
Dividends (111.8) (107.7)
Other 9.1 (36.6)
Total $ (87.7) $(128.3)
13
<PAGE>
DOMINION RESOURCES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
(CONTINUED)
Financing activities for the first three months of 1995
resulted in a net cash outflow of $87.7 million. In the first
quarter of 1995, Virginia Power sold $200 million of First and
Refunding Mortgage Bonds (Bonds). A portion of the proceeds from
this sale was used to retire $180 million of Bonds. In addition,
during the first three months of 1995, Virginia Power retired
$5.0 million of securities through sinking fund requirements.
During the first quarter of 1995, net borrowings under the
commercial paper program increased $13.4 million.
Cash Flows (Used in) Investing Activities
Cash from (used in) investing activities was as follows:
Three Months Ended March 31,
1995 1994
(Millions)
Utility plant expenditures $(130.6) $(109.4)
Nuclear fuel (4.5) (8.5)
Nuclear decommissioning
contributions (6.2) (6.1)
Pollution control project
funds (0.2) 2.4
Sale of accounts receivable (60.0) (50.0)
Other (4.8) (2.4)
Total $(206.3) $(174.0)
Investing activities for the first three months of 1995
resulted in a net cash outflow of $206.3 million primarily due to
$130.6 million of construction expenditures and $4.5 million of
nuclear fuel expenditures. Of the construction expenditures,
approximately $7.0 million was spent on new generating
facilities, $40.9 million on power production projects, and $75.3
million on transmission and distributions projects.
Results of Operations
Balance available for Common stock decreased by $20.1 million
for the three-month period ended March 31, 1995, as compared to
the same period in 1994, primarily as a result of the milder
weather experienced in the first quarter of 1995.
14
DOMINION RESOURCES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
(CONTINUED)
Operating Revenues
Operating revenues changed primarily due to the following:
Three Months Ended March 31,
1995 vs. 1994
(Millions)
Kwh sales $(53.6)
Change in base revenues 26.5
Fuel cost recovery 2.7
Other, net (1.4)
Total $(25.8)
Customer kilowatt-hour sales changed as follows:
Three Months Ended March 31,
1995 vs. 1994
Residential (10.4)%
Commercial (0.2)
Industrial 5.0
Public authorities 0.7
Total retail sales (3.8)
Resale (2.2)
Total sales (3.6)
The decrease in kilowatt-hour retail sales for the three-month
period ended March 31, 1995 reflects the milder weather
experienced in the first quarter of 1995 compared to 1994.
Base revenues were higher for the three-month period ended
March 31, 1995, as compared to the same period in 1994, primarily
as a result of the establishment of additional revenue reserves
for the 1992 rate case in the first quarter of 1994 and lower
sales in the first quarter of 1995.
15
<PAGE>
DOMINION RESOURCES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
(CONTINUED)
Operation - Other
Operation - other increased for the three-month period ended
March 31, 1995, as compared to the same period in 1994, primarily
as a result of higher administrative and general expenses in 1995
and the recognition of insurance refunds in 1994, partially
offset by a decrease in payroll costs due to a reduction in
staffing levels.
Dominion Resources and its Nonutility Subsidiaries
Liquidity and Capital Resources
During the first three months of 1995, Dominion Resources'
nonutility subsidiaries expended $18.6 million on capital
requirements. Estimated capital requirements for 1995 are $104.7
million.
Results of Operations
Nonutility revenues and income decreased for the three-month
period ended March 31, 1995, as compared to the same periods in
1994, primarily as a result of lower revenues from the Vidalia
hydroelectric project and lower income from oil and gas
operations as well as last year's sale of a 65 percent interest
in the Black Warrior Trust.
Commitments and Contingencies
For additional information on commitment and contingencies,
see Note (g) to CONSOLIDATED FINANCIAL STATEMENTS.
16
<PAGE>
DOMINION RESOURCES, INC.
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
In reference to the proceeding before the Virginia State
Corporation Commission (the Virginia Commission) into the holding
company structure and the relationship between Dominion Resources
and Virginia Power, on April 12, 1995 the Staff of the Virginia
Commission and its consultants filed their Final Report in which
they recognized that conditions had improved since their Interim
Report was prepared in the fall of 1994, but suggested that the
corporate relationship between Virginia Power and Dominion
Resources warrants continued monitoring by the Virginia
Commission. The Final Report contains numerous recommendations
by the consultant pertaining to corporate governance issues,
operating relationships, affiliate service arrangements,
financial issues involving the two companies, and possible
regulatory tools for the Virginia Commission, many of which are
the same as were recommended in the Interim Report. Additional
recommendations were made relating to the role of the Joint
Committee created under the Settlement Agreement, Commission
monitoring of corporate governance issues, controls and
accountability for affiliate transactions, allocation of certain
holding company overhead expense to Virginia Power, enhancement
of Virginia Power's control over certain of its financial
functions and compensation to Virginia Power for credit support
perceived by the consultants to flow to Dominion Resources and
its other subsidiaries from Virginia Power. The Final Report is
included in Dominion Resources' Current Report on Form 8-K, dated
April 17, 1995.
In reference to the Report issued by the Staff in the
proceeding on its investigation of a coal transportation contract
between Virginia Power and CSX Transportation, on March 24, 1995,
the Staff filed its Reply to the Joint Response and Motion of
Virginia Power and Dominion Resources in which it supported the
recommendations made by the companies.
Virginia Power
In reference to the arbitration between Virginia Power and
Smith Cogeneration of Virginia, Inc., Virginia Power filed its
Comments on the Report of the Arbitrator on March 31, 1995, and
Smith Cogeneration filed its response on May 1, 1995. Virginia
Power has until May 15, 1995 to respond.
In reference to the lawsuit filed against Virginia Power by
Doswell Limited Partnership, on March 6, 1995 the Circuit Court
of the City of Richmond entered its Opinion in favor of Virginia
Power, and on April 4, 1995 Doswell filed its Notice of Appeal to
the Virginia Supreme Court.
17
<PAGE>
DOMINION RESOURCES, INC.
PART II. - OTHER INFORMATION
(CONTINUED)
Item 4. Submission of Matters to a Vote of Security Holders
Dominion Resources Annual Shareholders Meeting was held on
April 21, 1995.
a) The following Directors were elected to the Board of
Directors for terms expiring in the years indicated:
Elected for Term Expiring in 1998
Votes
Director For Withheld
John B. Adams, Jr. 147,895,114 3,870,620
Benjamin J. Lambert, III 147,626,710 4,139,024
Richard L. Leatherwood 147,745,352 4,020,382
Frank S. Royal 147,528,806 4,236,928
Elected for Term Expiring in 1997
Votes
For Withheld
Robert H. Spilman 147,751,756 4,013,978
Elected for Term Expiring in 1996
Votes
For Withheld
Tyndall L. Baucom 147,897,482 3,868,252
Harvey L. Lindsey, Jr. 147,748,452 4,017,082
William T. Roos 147,833,651 3,932,083
Richard L. Sharp 147,803,792 3,961,942
b) The following incumbent Directors will continue on the
Board of Directors with terms expiring in the years indicated:
Director Term Expiring
Kenneth A. Randall 1996
Judith B. Sack 1996
John B. Bernhardt 1997
Thos. E. Capps 1997
S. Dallas Simmons 1997
The shareholders also voted in favor of the
designation of Deloitte & Touche LLP as Dominion Resources'
independent certified public accountants to audit the
consolidated financial statements for the year 1995. The vote
was as follows:
Votes
For 149,181,186
Against 976,883
Abstain 1,607,665
18
DOMINION RESOURCES, INC.
PART II. - OTHER INFORMATION
(CONTINUED)
Item 5. Other Information
Virginia Power
Union Employees
On April 1, 1995, Virginia Power and the International
Brotherhood of Electrical Workers (IBEW) reached an agreement on
a new three-year contract to cover approximately 3,800 hourly
workers. The new contract, which was ratified on May 2, 1995,
will expire on March 31, 1998.Rates
Virginia
In reference to the Motions of Intent to Seek
Rehearing filed by Virginia Power and other appellants in the
appeal of Virginia Power's 1992 Virginia rate case to the
Virginia Supreme Court, on March 3, 1995, the Court denied the
Motions.
In reference to the proceeding before the Virginia
Commission requesting approval of Schedule DEF-Dispersed Energy
Facility, on April 20, 1995, the Virginia Commission declined to
approve that schedule, stating that the scope of the proposal was
not an appropriate experiment under Virginia law, and that
without a specific construction proposal before it, the Virginia
Commission could not approve the concept. The Virginia
Commission noted, however, that upon a proper record it would
consider the public interest of allowing a DEF-type facility to
be constructed.
In reference to the proceeding before the Virginia
Commission seeking approval to implement real time pricing for
certain industrial customers, on April 20, 1995, the Virginia
Commission approved the implementation of the proposed rate
schedule for a five-year period.
North Carolina
In reference to Virginia Power's Motion for Rehearing
in the appeal of its 1992 North Carolina rate case to the North
Carolina Supreme Court, on February 13, 1995, the Court denied
the Motion. The Company has 90 days to seek review of this
decision.
19
<PAGE>
DOMINION RESOURCES, INC.
PART II. - OTHER INFORMATION
(CONTINUED)
Competition
In reference to the plans of the City of Falls Church,
Virginia, to pursue the establishment of a municipal electric
system, on March 13, 1995, Virginia Power responded to the City's
request for transmission services and stated that it would not
provide such service voluntarily, that the City was not an
appropriate entity to request that the Federal Energy Regulatory
Commission (FERC) compel the provision of such service and that
its request was deficient under the provisions of the appropriate
FERC regulations. On that same date, Virginia Power filed a
Petition for Declaratory Judgment with the Virginia Commission
asking it to find that the request of the City would, without the
Virginia Commission's approval, be illegal under Virginia law.
The Virginia Commission, on March 21, 1995, ordered the City to
respond to the Petition. On April 17, 1995, the Mayor of the
City wrote to the Chairman of the Commission and stated that the
City would not respond to the Petition and asserted that the
Virginia Commission has no jurisdiction over the City. Virginia
Power, consistent with state and federal law, will still attempt
to negotiate a new long-term franchise, and it submitted a
proposed franchise to the City on March 20, 1995.
Environmental
Virginia Power recently completed its compliance plan
for Phase II of the Clean Air Act. The plan will involve
switching to lower sulfur coal, purchase of sulfur dioxide
emission allowances and additional nitrogen oxide and sulfur
dioxide controls. Maximum flexibility and least-cost compliance
will be maintained through annual studies. During the next 10
years capital investment is not expected to exceed the previously
estimated $481 million (1992 dollars) for Title IV compliance.
Future Sources of Power
Virginia Power has obtained all approvals and is
proceeding with construction of a 75 mile, 500 kv transmission
line from the Clover Power Station to the Carson Substation in
Dinwiddie County, Virginia. The line is expected to be completed
by April 1996. The testing of Clover Power Station, Unit 1 is
underway and commercial operation is now expected in the Summer
of 1995.
20
<PAGE>
DOMINION RESOURCES, INC.
PART II. - OTHER INFORMATION
(CONTINUED)
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
10(i)* - Employment Agreement dated April 12, 1995 between
Dominion Resources and Thos. E. Capps (filed
herewith).
10(ii)* - Amendment dated April 12, 1995 to Employment
Agreement dated February 6, 1995 between
Dominion Resources and Tyndall L. Baucom (filed
herewith).
10(iii)* - Employment Agreement dated April 21, 1995
between Virginia Power and James T. Rhodes
(filed herewith).
11 - Statement re: computation of per share earnings
(included in this Form 10-Q on page 3).
27 - Financial Data Schedule (filed herewith)
* Indicates management contract or compensatory plan or
arrangement.
(b) Report on Form 8-K.
Dominion Resources filed a report on Form 8-K, dated
February 21, 1995, reporting the entry of a Consent Order by the
Virginia Commission on the joint motion of Dominion Resources,
Virginia Power and the Staff and the withdrawal by Delegate
Clinton Miller of certain legislation introduced by Delegate
Miller in the 1995 Virginia General Assembly at the request of
the Commission.
Dominion Resources filed a report on Form 8-K, dated April
17, 1995, relating to the final order received by the Staff of
the Virginia Commission as prepared by two consultants retained
by the Commission in its investigation of the corporate
governance issues between Dominion Resources and its wholly-owned
subsidiary, Virginia Power.
21
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
DOMINION RESOURCES, INC.
Registrant
BY JAMES L. TRUEHEART
James L. Trueheart
Vice President and Controller
(Principal Accounting Officer)
May 5, 1995
22
Exhibit 10(i)
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is made as of
April 12, 1995, between DOMINION RESOURCES, INC. (the "Company")
and THOS. E. CAPPS (the "Executive").
RECITALS:
The Board of Directors of the Company (the "Board of
Directors") recognizes that outstanding management of the Company
is essential to advancing the best interests of the Company, its
shareholders and its subsidiaries. The Board of Directors has
and continues to believe that it is particularly important to
have stable, excellent management. The Board of Directors has
and continues to believe that this objective may be achieved by
giving key management employees assurances of financial security
for a period of time, so that they will not be distracted by
personal risks and will continue to devote their full time and
best efforts to the performance of their duties. To accomplish
this purpose, the Company and the Executive entered into an
agreement as of August 12, 1994 (the "1994 Employment
Agreement").
The Board of Directors wishes to foster an atmosphere of
cooperation among the key management employees of the Company and
its subsidiaries, and provide an incentive for such employees to
continue to contribute to the future growth and success of the
Company and its subsidiaries. To accomplish this objective, the
Organization and Compensation Committee of the Board of Directors
(the "Committee") has recommended, and the Board of Directors has
approved, entering into a new employment agreement with the
Executive, which shall replace the Executive's 1994 Employment
Agreement. The Company acknowledges that the Executive's
contributions to the past and future growth and success of the
Company have been and will continue to be substantial. The
Company and the Executive are entering into this Agreement to
induce the Executive to remain an employee of the Company and to
continue to devote his full energy to the Company's affairs. The
Executive has agreed to continue to be employed by the Company
under the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the
mutual undertakings contained in this Agreement, the parties
agree as follows:
1. Employment. The Company will employ the Executive, and
the Executive will continue in the employ of the Company, as
Chief Executive Officer of the Company for the period beginning
on the date of this Agreement and ending July 31, 1996 (the "Term
of this Agreement"), according to the terms of this Agreement.
2. Duties. The Company and the Executive agree that,
during the Term of this Agreement, the Executive will be Chief
Executive Officer of the Company and will report directly to the
Board of Directors. During the Term of this Agreement, the
Executive will continue to exercise such authority and perform
such executive duties as are commensurate with his position as
Chief Executive Officer. The Executive (i) will devote his
knowledge, skill and best efforts on a full-time basis to
performing his duties and obligations to the Company (with the
exception of absences on account of illness or vacation in
accordance with the Company's policies and civic and charitable
commitments not involving a conflict with the Company's
business), and (ii) will comply with the directions and orders of
the Board of Directors of the Company with respect to the
performance of his duties.
3. Effect on Other Agreements. This Agreement sets forth
the entire understanding of the parties with respect to the terms
of the Executive's employment with the Company and its
subsidiaries. This Agreement supersedes and replaces the
Executive's 1994 Employment Agreement, which will terminate as of
the date on which this Agreement is executed. This Agreement
supersedes and replaces all agreements that were superseded and
replaced by the 1994 Employment Agreement, including the
Executive's Employment Continuity Agreement, the letter dated
April 21, 1994 to the Executive from James F. Betts, and any
other employment agreements between the Executive and the Company
or a subsidiary (collectively, the "Prior Agreements"). The term
"employment agreement" as used in the preceding sentence does not
include any retirement, incentive or benefit plan or program in
which the Executive participates or the credited service
agreement described in Section 5(c). The Executive and the
Company agree that the Executive's Prior Agreements are null and
void.
4. Compensation and Benefits.
(a) During the Term of this Agreement, while the
Executive is employed by the Company, the Company will pay to the
Executive the following salary and incentive awards for services
rendered to the Company:
(i) The Company will pay to the Executive an
annual salary in an amount not less than the base
salary in effect for the Executive as of the date on
which this Agreement is executed. The Board of
Directors will evaluate the Executive's performance at
least annually and will consider annual increases in
the Executive's salary based on the Executive's
performance.
(ii) The Executive will be entitled to receive
incentive awards based on the Executive's job
performance, if and to the extent that the Board of
Directors determines that the Executive's performance
merits payment of an award. The Board of Directors
will make its determination consistent with the
methodology used by the Board of Directors for
compensating its senior management employees.
(b) During the Term of this Agreement, while the
Executive is employed by the Company, the Executive will be
eligible to participate in a similar manner as other senior
executives of the Company in retirement plans, cash and stock
incentive plans, fringe benefit plans and other employee benefit
plans and programs provided by the Company for its senior
management employees from time to time.
5. Benefits Upon Completion of the Term of this Agreement.
(a) If the Executive continues in the employment of
the Company through the Term of this Agreement, and terminates
his employment at the end of the Term of this Agreement, the
Executive will be entitled to receive the following additional
benefits upon his termination of employment with the Company:
(i) The Executive's retirement benefits under the
Company's Retirement Plan and Benefit Restoration Plan
will be computed based on the greater of (A) the
Executive's annual salary during his final year of
employment or (B) the Executive's final five-year
average compensation, as described in the Company's
Retirement Plan. Any supplemental benefit to be
provided under this subsection (i) will be provided as
a supplemental benefit under this Agreement and will
not be provided directly from the Retirement Plan.
(ii) The Executive's "Final Compensation" under
the Company's Executive Supplemental Retirement Plan
(the "SRP") will be determined by computing the
"Incentive Compensation Amount" as if the Executive's
short-term incentive compensation target award was the
unreduced percentage (which will be at least 45%) of
his salary midpoint as approved by the Committee for
the year (for example, for 1993 and 1994, the unreduced
percentage was 45% of his salary midpoint, as compared
to the reduced target that was used for 1993 and 1994
in order to make long-term compensation a larger part
of the Executive's incentive compensation for those
years).
(iii) The benefit under the SRP will continue to be
computed as an equal periodic payment for 120 months,
according to the SRP document. However, this periodic
payment will be payable for the Executive's life (or
for 120 payments, if longer).
(iv) The restricted stock held by the Executive as
of July 31, 1996, including the restricted stock
awarded to the Executive under the Restricted Stock
Award Agreement dated as of February 20, 1995, will
become fully vested (that is, transferable and
nonforfeitable) as of July 31, 1996.
(v) The Company will pay to the Executive a
single lump sum payment equal to nine hundred fifty
thousand dollars ($950,000) on August 1, 1996.
(b) In addition to the foregoing, if the Executive
continues in the employment of the Company through the Term of
this Agreement, and terminates at the end of the Term of this
Agreement, the Executive will receive upon his termination of
employment with the Company a single lump sum cash payment equal
to the present value of the annual base salary and annual cash
incentive awards (computed as described below) that the Executive
would have received had he remained employed until August 12,
1997 (i.e., the end of the term of the 1994 Employment
Agreement). The lump sum will be computed as follows:
(i) For purposes of this calculation, the annual
base salary that the Executive would have received had
he remained employed until August 12, 1997 will be
calculated at the highest annual base salary rate in
effect for the Executive during the three-year period
preceding his termination of employment. For purposes
of this calculation, the annual cash incentive awards
that the Executive would have received had he remained
employed until August 12, 1997 will be calculated at a
rate equal to the highest annual cash incentive award
paid to the Executive during the three-year period
preceding his termination of employment. Salary and
bonus that the Executive elected to defer will be taken
into account for purposes of this Agreement without
regard to the deferral.
(ii) The salary and incentive award for any
partial year in the Term of this Agreement will be a
pro-rated portion of the annual amount.
(iii) If the Executive has not yet received an
annual cash incentive award for the year in which his
employment terminates, the lump sum payment will be
increased to include a pro-rated award for the portion
of the year preceding the Executive's termination of
employment. If the Executive has not yet received
payment of his annual cash incentive award for the year
preceding his termination of employment, the lump sum
payment will be increased to include an award for the
year preceding the Executive's termination of
employment. The incentive award for the year or
portion of the year preceding the Executive's
termination of employment will be determined according
to clause (i) above, unless the Board of Directors made
a good faith final determination of the amount of the
applicable incentive award pursuant to Section 4(a)(ii)
before the Executive's termination of employment. If
the Board of Directors made such a determination, the
applicable incentive award will be computed according
to the Board of Directors' determination.
(iv) Present value will be computed by the Company
as of the date of the Executive's termination of
employment, based on a discount rate equal to the
applicable Federal short-term rate, as determined under
Section 1274(d) of the Internal Revenue Code of 1986,
as amended (the "Code"), compounded monthly, in effect
on the date on which the present value is determined.
(v) The lump sum payment will be paid within 30
days after the Executive's termination of employment.
(c) As set forth in the existing credited service
agreement between the Executive and the Company, if the Executive
continues in the employment of the Company until he attains age
60, the Executive will be credited with a total of 30 years of
service upon attainment of age 60 for purposes of the Company's
retirement plans.
6. Termination of Employment.
(a) If the Company terminates the Executive's
employment, other than for Cause, during the Term of this
Agreement, the Executive will be entitled to receive the
following additional benefits determined as of the date of his
termination of employment:
(i) The Executive will receive the retirement
benefits described in Section 5(a)(i), (ii), and (iii)
above as of the date of his termination of employment.
In addition, the Executive will receive a single lump
sum cash payment equal to the present value of the
annual base salary and annual cash incentive awards
that the Executive would have received had he remained
employed until August 12, 1997, computed in the manner
described in Section 5(b).
(ii) The Executive will be credited with a total
of 30 years of service and will be considered to have
attained age 60 (if he has not already done so) for
purposes of the Company's retirement plans.
(iii) The restricted stock held by the Executive at
the time of his termination of employment, including
the restricted stock awarded to the Executive under the
Restricted Stock Award Agreement dated as of
February 20, 1995, will become fully vested (that is,
transferable and nonforfeitable) as of the date of the
Executive's termination of employment.
(iv) The Executive will be credited with age and
service credit through the end of the Term of this
Agreement for purposes of computing benefits under the
Company's medical and other welfare benefit plans, and
the Company will continue the Executive's coverage
under the Company's welfare benefit plans as if the
Executive remained employed through the end of the Term
of this Agreement. Notwithstanding the foregoing, if
the Company determines that giving such age and service
credit or continued coverage could adversely affect the
tax qualification or tax treatment of a benefit plan,
or otherwise have adverse legal ramifications, the
Company may pay the Executive a lump sum cash amount
that reasonably approximates the after-tax value to the
Executive of such age and service credit and continued
coverage through the end of the Term of this Agreement,
in lieu of giving such credit and continued coverage.
(v) The Company will pay to the Executive a
single lump sum payment equal to nine hundred fifty
thousand dollars ($950,000) on the day following the
Executive's termination of employment.
(b) If the Executive voluntarily terminates employment
during the Term of this Agreement under circumstances
described in this subsection (b), the Executive will be
entitled to receive the benefits described in subsection (a)
above as if the Company had terminated the Executive's
employment other than for Cause. Subject to the provisions
of this subsection (b), these benefits will be provided if
the Executive voluntarily terminates employment after (i)
the Executive's base salary is reduced, (ii) the Executive
is not in good faith considered for incentive awards as
described in Section 4(a)(ii), (iii) the Company fails to
provide benefits as required by Section 4(b), (iv) the
Executive's place of employment is relocated to a location
further than 30 miles from Richmond, Virginia, or (v) the
Executive's working conditions or management
responsibilities are substantially diminished (other than on
account of the Executive's disability, as defined in Section
7 below). In order for this subsection (b) to be effective:
(1) the Executive must give written notice to the Company
indicating that the Executive intends to terminate
employment under this subsection (b), (2) the Executive's
voluntary termination under this subsection must occur
within 60 days after an event described in clause (i), (ii),
(iii), (iv) or (v) of the preceding sentence, or within 60
days after the last in a series of such events, and (3) the
Company must have failed to remedy the event described in
clause (i), (ii), (iii), (iv) or (v), as the case may be,
within 30 days after receiving the Executive's written
notice. If the Company remedies the event described in
clause (i), (ii), (iii), (iv) or (v), as the case may be,
within 30 days after receiving the Executive's written
notice, the Executive may not terminate employment under
this subsection (b) on account of the event specified in the
Executive's notice.
(c) The amounts under this Agreement will be paid in
lieu of severance benefits under any severance plan or program
maintained by the Company. The amounts payable under this
Agreement will not be reduced by any amounts earned by the
Executive from a subsequent employer or otherwise. If the
Executive's employment is terminated by the Company for Cause or
if the Executive voluntarily terminates employment prior to the
end of the Term of this Agreement for a reason not described in
subsection (b) above or Section 7 below, this Agreement will
immediately terminate.
7. Disability or Death. If the Executive becomes disabled
(as defined below) during the Term of this Agreement while he is
employed by the Company, the Executive shall be entitled to
receive the benefits described in Sections 5(a)(i), 5(a)(ii),
5(a)(iii), 6(a)(ii), 6(a)(iii), and 6(a)(v) of this Agreement as
of the date on which he is determined by the Company to be
disabled. If the Executive dies during the Term of this
Agreement while he is employed by the Company, the benefits
described in Sections 5(a)(i), 5(a)(ii), 5(a)(iii), 6(a)(ii),
6(a)(iii), and 6(a)(v) will be provided to the Executive's
beneficiary designated under the terms of the applicable benefit
plan. The foregoing benefits will be provided in addition to any
death, disability and other benefits provided under Company
benefit plans in which the Executive participates. Except to the
extent provided in this Section 7, the provisions of Sections 1,
2, 4, 5 and 6 of this Agreement will terminate upon the
Executive's death or disability. The term "disability" means a
condition, resulting from bodily injury or disease, that renders,
and for a six consecutive month period has rendered, the
Executive unable to perform any and every duty pertaining to his
employment with the Company. A return to work of less than 14
consecutive days will not be considered an interruption in the
Executive's six consecutive months of disability. Disability
will be determined by the Company on the basis of medical
evidence satisfactory to the Company.
8. Cause. For purposes of this Agreement, the term
"Cause" means (i) fraud or material misappropriation with respect
to the business or assets of the Company, (ii) persistent refusal
or wilful failure of the Executive materially to perform his
duties and responsibilities to the Company, which continues after
the Executive receives notice of such refusal or failure, (iii)
conduct that constitutes disloyalty to the Company, and that
materially harms or has the potential to cause material harm to
the Company, (iv) conviction of a felony or crime involving moral
turpitude, or (v) the use of drugs or alcohol that interferes
materially with the Executive's performance of his duties.
9. Parachute Tax. If the Company determines that any
amounts payable under this Agreement would be subject to the
excise tax imposed under Code Section 4999 on "excess parachute
payments", the Company will compute the after-tax amount that
would be payable to the Executive if the total amounts that are
payable to the Executive by the Company, an affiliate, or a plan
of the Company or an affiliate and are considered "parachute
payments" for purposes of Code Section 280G ("Parachute
Payments") were limited to the maximum amount that may be paid to
the Executive under Code Sections 280G and 4999 without
imposition of the excise tax (this after-tax amount is referred
to as the "Capped Amount"). The Company will also compute the
after-tax amount that would be payable to the Executive if the
total Parachute Payments were payable without regard to the Code
Sections 280G and 4999 limit (this after-tax amount is referred
to as the "Uncapped Amount"). Notwithstanding anything in this
Agreement to the contrary, if the Capped Amount is greater than
or equal to 97% of the Uncapped Amount, then the total benefits
and other amounts that are considered Parachute Payments and are
payable to the Executive under this Agreement will be reduced to
the largest amount that will result in no portion of any such
payment being subject to the excise tax imposed by Code Section
4999. Tax counsel selected by mutual consent of the Company and
the Executive will determine the amount of any such reduction in
good faith. The determination will be made before the payments
are due and payable to the Executive, to the extent possible.
The Executive will determine which payments will be reduced,
subject to approval by the Company (which approval may not be
unreasonably withheld). The Executive will have no right to
receive Parachute Payments under this Agreement in excess of the
reduced amount. The calculations under this Section will be made
in a manner consistent with the requirements of Code Sections
280G and 4999, as in effect at the time the calculations are
made.
10. Indemnification. The Company will pay all reasonable
fees and expenses, if any, (including, without limitation, legal
fees and expenses) that are incurred by the Executive to enforce
this Agreement and that result from a breach of this Agreement by
the Company.
11. Form of Payment. All amounts payable under this
Agreement (other than restricted stock, which will be paid
according to the terms of the Company's Long-Term Incentive Plan)
will be paid in cash, subject to required income and payroll tax
withholdings.
12. Administration. The Committee will be responsible for
the administration and interpretation of this Agreement on behalf
of the Company. If for any reason a benefit under this Agreement
is not paid when due, the Executive may file a written claim with
the Committee. If the claim is denied or no response is received
within 90 days after the filing (in which case the claim is
deemed to be denied), the Executive may appeal the denial to the
Board of Directors within 60 days of the denial. The Executive
may request that the Board of Directors review the denial, the
Executive may review pertinent documents, and the Executive may
submit issues and comments in writing. A decision on appeal will
be made within 60 days after the appeal is made, unless special
circumstances require that the Board of Directors extend the
period for another 60 days. If the Company defaults in an
obligation under this Agreement, the Executive makes a written
claim pursuant to the claims procedure described above, and the
Company fails to remedy the default within the claims procedure
period, then all amounts payable to the Executive under this
Agreement will become due and owing.
13. Assignment. The rights and obligations of the Company
under this Agreement will inure to the benefit of and will be
binding upon the successors and assigns of the Company. If the
Company is consolidated or merged with or into another
corporation, or if another entity purchases all or substantially
all of the Company's assets, the surviving or acquiring
corporation will succeed to the Company's rights and obligations
under this Agreement. The Executive's rights under this
Agreement may not be assigned or transferred in whole or in part,
except that the personal representative of the Executive's estate
(or other beneficiary designated under the terms of the
applicable benefit plan) will receive any amounts payable under
this Agreement after the death of the Executive.
14. Rights Under the Agreement. The right to receive
benefits under the Agreement will not give the Executive any
proprietary interest in the Company or any of its assets.
Benefits under the Agreement will be payable from the general
assets of the Company, and there will be no required funding of
amounts that may become payable under the Agreement. The
Executive will for all purposes be a general creditor of the
Company. The interest of the Executive under the Agreement
cannot be assigned, anticipated, sold, encumbered or pledged and
will not be subject to the claims of the Executive's creditors.
15. Notice. For purposes of this Agreement, notices and
all other communications must be in writing and are effective
when delivered or mailed by United States registered mail, return
receipt requested, postage prepaid, addressed to the Executive or
his personal representative at his last known address. All
notices to the Company must be directed to the attention of the
Chairman of the Committee. Such other addresses may be used as
either party may have furnished to the other in writing. Notices
of change of address are effective only upon receipt.
16. Miscellaneous. This instrument contains the entire
agreement of the parties. To the extent not governed by federal
law, this Agreement will be construed in accordance with the laws
of the Commonwealth of Virginia, without reference to its
conflict of laws rules. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing and the writing is signed by
the Executive and the Company. A waiver of any breach of or
compliance with any provision or condition of this Agreement is
not a waiver of similar or dissimilar provisions or conditions.
The invalidity or unenforceability of any provision of this
Agreement will not affect the validity or enforceability of any
other provision of this Agreement, which will remain in full
force and effect. This Agreement may be executed in one or more
counterparts, all of which will be considered one and the same
agreement.
WITNESS the following signatures.
DOMINION RESOURCES, INC.
By: K. A. RANDALL
______________________
A. Kenneth Randall,
Chairman, Organization
and Compensation Committee
Dated: April 12, 1995
THOS. E. CAPPS
_____________________
Thos. E. Capps
Dated: April 12, 1995
Exhibit 10(ii)
AMENDMENT
TO
EMPLOYMENT AGREEMENT
This AMENDMENT to the Employment Agreement dated as of
February 6, 1995 (the "February, 1995 Employment Agreement")
between DOMINION RESOURCES, INC. (the "Company") and TYNDALL L.
BAUCOM (the "Executive") is made as of April 12, 1995.
RECITALS:
On March 2, 1995, the Executive notified the Company in
writing of his intent to voluntarily terminate employment
pursuant to the terms of Section 7(c)(vi) of the February, 1995
Employment Agreement. The Board of Directors of the Company
wishes to induce the Executive to waive his right to give a
notice of intent to terminate employment, and to remain an
employee of the Company. The Board of Directors believes that
the continued services of the Executive are essential to preserve
consistent management of the Company at the present time. To
accomplish this, the Organization and Compensation Committee of
the Board of Directors of the Company has recommended, and the
Board of Directors has approved, certain amendments to the
February, 1995 Employment Agreement. All terms in this Amendment
that are defined in the February, 1995 Employment Agreement have
the meaning provided therein, unless otherwise specified in this
Amendment.
NOW, THEREFORE, in consideration of the foregoing, the
parties agree as follows:
1. Paragraph 1 of the February, 1995 Employment Agreement
is replaced with the following:
"1. Employment. The Company will employ the
Executive, and the Executive will continue in the
employment of the Company, as an executive of the
Company for the period beginning August 12, 1994 and
ending March 1, 1997 or such earlier date as is
mutually agreed between the Executive and Thos. E.
Capps, President and Chief Executive Officer of the
Company (the "Term of this Agreement"), according to
the terms of this Agreement."
2. The benefits payable under Section 6 of the February,
1995 Employment Agreement shall be payable if the Executive
continues in the employment of the Company for the Term of this
Agreement, even if the Term of this Agreement ends before
March 1, 1997.
3. The Executive waives his right to terminate employment
for the reason stated in Section 7(c)(vi) of the February, 1995
Employment Agreement. In exchange for this waiver, the Company
agrees to pay the Executive, at his termination of employment for
any reason, the amounts that would be payable under Section 7(c)
of the February, 1995 Employment Agreement as if his termination
entitled him to the benefits under Section 7(c) and calculated as
if the end of the Term of this Agreement is March 1, 1997. In
addition, the Company agrees, in exchange for the Executive's
waiver of his right to terminate under the February, 1995
Employment Agreement, that the restricted stock awarded to the
Executive under the Restricted Stock Award Agreement dated as of
February 20, 1995 will become fully vested (that is, transferable
and nonforfeitable) as of the date of the Executive's termination
of employment. Any payment under Sections 6, 7, or 8 of the
February, 1995 Employment Agreement that is payable due to
termination of employment shall not be paid to the extent that it
would be duplicative of a payment under this Section 3.
4. If the Executive continues in the Employment of the
Company through the Term of this Agreement, or if the Company
terminates the Executive's employment other than for Cause during
the Term of this Agreement, the benefit payable to the Executive
under the Company's Executive Supplemental Retirement Plan (the
"SRP") will continue to be computed as an equal periodic payment
for 120 months, according to the SRP document. However, this
periodic payment will be payable for the Executive's life (or for
120 payments, if longer).
5. The Company will pay to the Executive a single lump sum
payment equal to three hundred thousand dollars ($300,000.00) on
the date of signing of this Agreement.
WITNESS the following signatures.
DOMINION RESOURCES, INC.
By: THOS. E. CAPPS
_________________________
Thos. E. Capps,
Chief Executive Officer
Dated: April 12, 1995
TYNDALL L. BAUCOM
______________________________
Tyndall L. Baucom
Dated: April 12, 1995
Exhibit 10 (iii)
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is made as of
April 21,
1995, between VIRGINIA ELECTRIC AND POWER COMPANY (the "Company")
and
JAMES T. RHODES (the "Executive").
RECITALS:
The Board of Directors of the Company (the "Board of
Directors") recognizes that outstanding management of the Company is
essential to advancing the best interests of the Company, its shareholders
and its related companies. The Board of Directors has and continues to
believe that it is particularly important to have stable, excellent
management. The Board of Directors has and continues to believe that this
objective may be achieved by giving key management employees
assurances of financial security for a period of time, so that
they will not be distracted by personal risks and will continue to devote
their full time and best efforts to the performance of their duties. To
accomplish this purpose, the Company and the Executive entered into an
agreement as of June 30, 1994 (the "l994 Employment Agreement").
The Board of Directors wishes to foster an atmosphere of
cooperation among the key management employees of the Company and its
related companies, and provide an incentive for such employees to continue
to contribute to the future growth and success of the Company and its related
companies. To accomplish this objective, the Organization and Compensation
Committee (the "Committee") of the Board of Directors of the Company has
recommended, and the Board of Directors has approved, entering into a new
employment agreement with the Executive, which shall replace the
Executive's 1994 Employment Agreement.
The Company acknowledges that the Executive's contributions
to the past and future growth and success of the Company have been and
will continue to be substantial. The Company and the Executive are
entering into this Agreement to induce the Executive to remain an employee
of the Company and to continue to devote his full energy to the Company's
affairs. The Executive has agreed to continue to be employed by the Company
under the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the
mutual undertakings contained in this Agreement, the parties agree as
follows:
<PAGE>
1. Employment.
The Company will employ the Executive, and the Executive
will continue in the employ of the Company, as Chief Executive Officer of
the Company for the period beginning on the date of this Agreement and
ending July 31, 1996 (the "Term of this Agreement"), according to the terms
of this Agreement.
2. Duties.
The Company and the Executive agree that, during the Term of
this Agreement, the Executive will be Chief Executive Officer of the
Company and will report directly to the Board of Directors of the
Company, as well as to the Chief Executive Officer of Dominion Resources,
Inc. During the Term of this Agreement, the Executive will continue to
exercise such authority and perform such executive duties as are
commensurate with his position as Chief Executive Officer. The
Executive (i) will devote his knowledge, skill and best efforts on a
full-time basis to performing his duties and obligations to the
Company (with the exception of absences on account of illness or
vacation in accordance with the Company's policies and civic and
charitable commitments not involving a conflict with the
Company's business), and (ii) will comply with the directions and
orders of the Board of Directors of the Company with respect to the
performance of his duties.
3. Effect on Other Agreements.
This Agreement sets forth the entire understanding of the
parties with respect to the terms of the Executive's employment with the
Company and its related companies. This Agreement supersedes and
replaces the Executive's l994 Employment Agreement, which will terminate
as of the date on which this Agreement is executed. This Agreement
supersedes and replaces all agreements that were superseded and replaced
by the l994 Employment Agreement, including the letter dated April 21,
l994 to the Executive from James F. Betts, and any other employment
agreements between the Executive and the Company or an affiliated
Company (collectively, the "Prior Agreements"). The term "employment
agreement" as used in the preceding sentence does not include the Employment
Continuity Agreement between the Company and the Executive dated
February 12, l987 (amended June 4, l987), or any retirement, incentive or
benefit plan or program in which the Executive participates. The Executive
and the Company agree that the Executive's Prior Agreements are null and void.
4. Compensation and Benefits
(a) During the term of this Agreement, while the Executive
is employed by the Company, the Company will pay to the Executive the
following salary and incentive awards for services rendered to the Company:
(i) The Company will pay to the Executive an annual
salary in an amount not less than the base salary in effect for the
Executive as of the date on which this Agreement is executed. The Board of
Directors will evaluate the Executive's performance at least annually and
will consider annual increases in the Executive's salary based on the
Executive's performance.
(ii) The Executive will be entitled to receive
incentive awards based on the
Executive's job performance, if and to the extent that the Board
of Directors
determines that the Executive's performance merits payment of an
award. The
Board of Directors will make its determination consistent with
the methodology
used by the Board of Directors for compensating its senior
management
executives.
(b) During the Term of this Agreement, while the Executive
is employed by the Company, the Executive will be eligible to participate
in a similar manner as other senior executives of the Company in retirement
plans, cash and stock incentive plans, fringe benefit plans and other
employee benefit plans and programs provided by the Company for its senior
management employees from time to time.
5. Benefits Upon Completion of the Term of this Agreement.
(a) If the Executive continues in the employment of the
Company through the
Term of this Agreement, and terminates his employment at the end
of the Term of
this Agreement, the Executive will be entitled to receive the
following additional
benefits upon his termination of employment with the Company:
(i) The Executive's retirement benefits under the Company's
Retirement Plan and Benefit Restoration Plan will be computed based on the
greater of (A) the Executive's annual salary during his final year of
employment or (B) the Executive's final five-year average compensation, as
described in the Company's Retirement Plan. Retirement benefits for the
Executive will be calculated as if he had attained the age of 60 and
completed at least 30 years of service. Any supplemental benefit to be
provided under this Section (i) will be provided as a supplemental benefit
under this Agreement and will not be provided directly from the
Retirement Plan.
(ii) The Executive's "Final Compensation" under the Company's
Executive Supplemental Retirement Plan (the "SRP") will be determined by
computing the "Incentive Compensation Amount" as 92% of the Executive's
short-term incentive compensation target award which target award will be
at least 55% of his salary midpoint as approved by the Committee for the year.
(iii) The benefit under the SRP will continue to be
computed as an equal
periodic payment for 120 months, according to the SRP document.
However, this
periodic payment will be payable for the Executive's life (or for
120 payments, if
longer).
(iv) The restricted stock, if any, held by the
Executive as of July 31, l996,
will become fully vested (that is, transferable and
nonforfeitable) as of July 31,
l996.
(v) The Company will pay to the Executive a single
lump sum payment
equal to five hundred thousand dollars ($500,000) on August 1,
l996.
<PAGE>
(vi) The total number of hypothetical shares (at 100%
goal accomplishment)
of Dominion Resources, Inc. stock granted in all cycles of the
Performance
Achievement Plan (the "Performance Achievement Plan") which were
active on the
date of termination will be multiplied by the closing price of
the stock on the date
of termination. The Company shall pay this amount in dollars.
The payment of
such amount will cancel any rights to any additional payments in
cash or stock
from these active cycles.
(b) In addition to the foregoing, if the Executive
continues in the employment
of the Company through the Term of this Agreement, and terminates
at the end of
the Term of this Agreement, the Executive will receive upon his
termination of
employment with the Company a single lump sum cash payment equal
to the
present value of the annual base salary and annual cash incentive
awards
(computed as described below) that the Executive would have
received had he
remained employed until April 21, 1997 (i.e., the end of the term
of the 1994
Employment Agreement). The lump sum will be computed as follows:
(i) For purposes of this calculation, the annual base
salary that the
Executive would have received had he remained employed until
April 21, l997 will
be calculated at the highest annual base salary rate in effect
for the Executive
during the three-year period preceding his termination of
employment. For
purposes of this calculation, the annual cash incentive awards
that the Executive
would have received had he remained employed until April 21, l997
will be
calculated at a rate equal to the highest annual cash incentive
award paid to the
Executive during the three-year period preceding his termination
of employment.
Salary and bonus that the Executive elected to defer will be
taken into account for
purposes of this Agreement without regard
to the deferral.
(ii) The salary and incentive award for any partial
year in the Term of this
Agreement will be a pro-rated portion of the annual amount.
(iii) If the Executive has not yet received an annual
cash incentive award for
the year in which his employment terminates, the lump sum payment
will be
increased to include a pro-rata award for the portion of the year
preceding the
Executive's termination of employment. If the Executive has not
yet received
payment of his annual cash incentive award for the year preceding
his termination
of employment, the lump sum payment will be increased to include
an award for
the year preceding the Executive's termination of employment.
The incentive
award for the year or portion of the year preceding the
Executive's termination of
employment will be determined according to clause (i) above,
unless the Board of
Directors made a good faith final determination of the amount of
the applicable
incentive award pursuant to Section 4(a)(ii) before the
Executive's termination of
employment. If the Board of Directors made such a determination,
the applicable
incentive award will be computed according to the Board of
Directors'
determination.
(iv) Present value will be computed by the Company as of
the date of the
Executive's termination of employment, based on a discount rate
equal to the
applicable Federal short-term rate, as determined under Section
1274(d) of the <PAGE>
Internal Revenue Code of 1986, as amended (the "Code"),
compounded monthly,
in effect on the date on which the present value is determined.
(v) The lump sum payment will be paid within 30 days
after the Executive's
termination of employment.
6. Termination of Employment.
(a) If the Company terminates the Executive's employment,
other than for
Cause, during the Term of this Agreement, the Executive will be
entitled to receive
the following additional benefits determined as of the date of
his termination of
employment:
(i) The Executive will receive the retirement benefits
described in Sections
5(a)(i), 5(a)(ii), 5(a)(iii) and 5(a)(vi) above as of the date of
his termination of
employment. In addition, the Executive will receive a single
lump sum cash
payment equal to the present value of the annual base salary and
annual cash
incentive awards that the Executive would have received had he
remained
employed until April 21, l997, computed in the manner described
in Section 5(b).
(ii) The Executive will be credited with a total of 30
years of service and will
be considered to have attained age 60 for purposes of the
Company's retirement
plans.
(iii) The restricted stock, if any, held by the
Executive at the time of his
termination of employment will become fully vested (that is,
transferable and
nonforfeitable) as of the date of the Executive's termination of
employment.
(iv) The Executive will be credited with age and
service credit through the end of the Term of this Agreement for purposes of
computing benefits under the Company's medical and other welfare benefit
plans, and the Company will continue the Executive's coverage under the
Company's welfare benefit plans as if the Executive remained employed
through the end of the Term of this Agreement. Notwithstanding the
foregoing, if the Company determines that giving such age
and service credit or continued coverage could adversely affect
the tax qualification or tax treatment of a benefit plan, or otherwise have
adverse legal ramifications, the Company may pay the Executive a lump sum
cash amount that reasonably approximates the after-tax value to the
Executive of such age and service credit and continued coverage through the
end of the Term of this Agreement, in lieu of giving such credit and
continued coverage.
(v) The Company will pay to the Executive a single
lump sum payment
equal to five hundred thousand dollars ($500,000) on the day
following the
Executive's termination of employment.
(b) If the Executive voluntarily terminates employment
during the Term of this
Agreement under circumstances described in this subsection (b),
the Executive will
be entitled to receive the benefits described in subsection (a)
above as if the
Company had terminated the Executive's employment other than for
Cause.
Subject to the provisions of this subsection (b), these benefits
will be provided if
the Executive voluntarily terminates employment after (i) the
Executive's base
salary is reduced, (ii) the Executive is not in good faith
considered for incentive
awards as described in Section 4(a)(ii), (iii) the Company fails
to provide benefits as
required by Section 4(b), (iv) the Executive's place of
employment is relocated to a
location further than 30 miles from Richmond, Virginia, or (v)
the Executive's
working conditions or management responsibilities are
substantially diminished
(other than on account of the Executive's disability, as defined
in Section 7 below).
In order for this subsection (b) to be effective: (1) the
Executive must give written
notice to the Company indicating that the Executive intends to
terminate
employment under this subsection (b), (2) the Executive's
voluntary termination
under this subsection must occur within 60 days after an event
described in clause
(i), (ii), (iii), (iv) or (v) of the preceding sentence, or
within 60 days after the last in
a series of such events, and (3) the Company must have failed to
remedy the event
described in clause (i), (ii), (iii), (iv) or (v), as the case
may be, within 30 days after
receiving the Executive's written notice. If the Company
remedies the event
described in clause (i), (ii), (iii), (iv) or (v), as the case
may be, within 30 days after
receiving the Executive's written notice, the Executive may not
terminate
employment under this subsection (b) on account of the event
specified in the
Executive's notice.
(c) The amounts under this Agreement will be paid in lieu
of severance
benefits under any severance plan or program maintained by the
Company. The
amounts payable under this Agreement will not be reduced by any
amounts earned
by the Executive from a subsequent employer or otherwise. If the
Executive's
employment is terminated by the Company for Cause or if the
Executive voluntarily
terminates employment prior to the end of the Term of this
Agreement for a reason
not described in subsection (b) above or Section 7 or Section 12
below, this
Agreement will immediately terminate.
7. Disability or Death.
If the Executive becomes disabled (as defined below) during
the Term of this
Agreement while he is employed by the Company, the Executive
shall be entitled to
receive the benefits described in Sections 5(a)(i), 5(a)(ii),
5(a)(iii), 5(a)(vi), 6(a)(ii),
6(a)(iii) and 6(a)(v) of this Agreement as of the date on which
he is determined by
the Company to be disabled. If the Executive dies during the
Term of this
Agreement while he is employed by the Company, the benefits
described in
Sections 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(vi), 6(a)(ii),
6(a)(iii) and 6(a)(v) will be provided
to the Executive's beneficiary designated under the terms of the
applicable benefit
plan. The foregoing benefits will be provided in addition to any
death, disability
and other benefits provided under Company benefit plans in which
the Executive
participates. The term "disability" means a condition, resulting
from bodily injury
or disease, that renders, and for a six consecutive month period
has rendered, the
Executive unable to perform any and every duty pertaining to his
employment with
the Company. A return to work of less than 14 consecutive days
will not be
considered as an interruption in the Executive's six consecutive
months of
disability. Disability will be determined by the Company on the
basis of medical
evidence satisfactory to the Company.
8. Cause.
For purposes of this Agreement, the term "Cause" means (i)
fraud or material
misappropriation with respect to the business or assets of the
Company, (ii)
persistent refusal or willful failure of the Executive materially
to perform his duties
and responsibilities to the Company, which continues after the
Executive receives
notice of such refusal or failure, (iii) conduct that constitutes
disloyalty to the
Company, and that materially harms or has the potential to cause
material harm to
the Company, (iv) conviction of a felony or crime involving moral
turpitude, or (v)
the use of drugs or alcohol that interferes materially with the
Executive's
performance of his duties.
9. Parachute Tax.
If the Company determines that any amounts payable under
this Agreement
would be subject to the excise tax imposed under Code Section
4999 on "excess
parachute payments", the Company will compute the after-tax
amount that would
be payable to the Executive if the total amounts that are payable
to the Executive
by the Company, an affiliate, or a plan of the Company or an
affiliate and are
considered "parachute payments" for purposes of Code Section 280G
("Parachute
Payments") were limited to the maximum amount that may be paid to
the
Executive under Code Sections 280G and 4999 without imposition of
the excise
tax (this after-tax amount is referred to as the "Capped
Amount"). The Company
will also compute the after-tax amount that would be payable to
the Executive if
the total Parachute Payments were payable without regard to the
Code Sections
280G and 4999 limit (this after-tax amount is referred to as the
"Uncapped
Amount"). Notwithstanding anything in this Agreement to the
contrary, if the
Capped Amount is greater than or equal to 97% of the Uncapped
Amount, then the
total benefits and other amounts that are considered Parachute
Payments and are
payable to the Executive under this Agreement will be reduced to
the largest
amount that will result in no portion of any such payment being
subject to the
excise tax imposed by Code Section 4999. Tax counsel selected by
mutual
consent of the Company and the Executive will determine the
amount of any such
reduction in good faith. The determination will be made before
the payments are
due and payable to the Executive, to the extent possible. The
Executive will
determine which payments will be reduced, subject to approval by
the Company
(which approval may not be unreasonably withheld). The Executive
will have no
right to receive Parachute Payments under this Agreement in
excess of the reduced
amount. The calculations under this Section will be made in a
manner consistent
with the requirements of Code Sections 280G and 4999, as in
effect at the time
the calculations are made.
10. Indemnification.
The Company will pay all reasonable fees and expenses, if
any, (including,
without limitation, legal fees and expenses)that are incurred by
the Executive to
enforce this Agreement and that result from a breach of this
Agreement by the
Company.
11. Form of Payment.
All amounts payable under this Agreement (other than
restricted stock, if any,
which will be paid according to the terms of the Company's
Performance
Achievement Plan) will be paid in cash, subject to required
income and payroll tax
withholdings.
12. Option to Elect Early Retirement Benefits.
As provided in Paragraph 2(c) of the Dominion Resources,
Inc. / Virginia Electric
and Power Company Settlement Agreement of August 15, l994, the
Executive
shall have the option for the three- year period beginning on the
effective date of
that Settlement Agreement to elect the early retirement benefit
package in the form
offered to the Company's executives for acceptance on or before
April 29, l994.
13. Administration.
The Committee will be responsible for the administration and
interpretation of this Agreement on behalf of the Company. If for any reason
a benefit under this Agreement is not paid when due, the Executive may file
a written claim with the Committee. If the claim is denied or no response
is received within 90 days after the filing (in which case the claim is
deemed to be denied), the Executive may appeal the denial to the Board of
Directors within 60 days of the denial. The Executive may request that the
Board of Directors review the denial, the Executive may review pertinent
documents, and the Executive may submit issues and comments in writing. A
decision on appeal will be made within 60 days after the appeal is made,
unless special circumstances require that the Board of Directors extend the
period for another 60 days. If the Company defaults in an obligation
under this Agreement, the Executive makes a written claim pursuant to the
claims procedure described above, and the Company fails to remedy the
default within the claims procedure period, then all amounts payable to the
Executive under this Agreement will become due and owing.
14. Assignment.
The rights and obligations of the Company under this Agreement will
inure to the benefit of and will be binding upon the successors and
assigns of the Company. If the Company is consolidated or merged with or
into another corporation, or if another entity purchases all or substantially
all of the Company's assets, the surviving or acquiring corporation will
succeed to the Company's rights and obligations under this Agreement. The
Executive's rights under this Agreement may not be assigned or transferred
in whole or in part, except that the personal representative of the
Executive's estate (or other beneficiary designated under the
terms of the applicable benefit plan) will receive any amounts
payable under this Agreement after the death of the Executive.
15. Rights Under the Agreement.
The right to receive benefits under the Agreement will not
give the Executive
any proprietary interest in the Company or any of its assets.
Benefits under the
Agreement will be payable from the general assets of the Company,
and there will
be no required funding of amounts that may become payable under
the Agreement.
The Executive will for all purposes be a general creditor of the
Company. The
interest of the Executive under the Agreement cannot be assigned,
anticipated,
sold, encumbered or pledged and will not be subject to the claims
of the
Executive's creditors.
16. Notice.
For purposes of this Agreement, notices and all other
communications must be
in writing and are effective when delivered or mailed by United
States registered
mail, return receipt requested, postage prepaid, addressed to the
Executive or his
personal representative at his last known address. All notices
to the Company
must be directed to the attention of the Chairman of the
Committee. Such other
addresses may be used as either party may have furnished to the
other in writing.
Notices of change of address are effective only upon receipt.
17. Miscellaneous.
This instrument contains the entire agreement of the
parties. To the extent not
governed by federal law, this Agreement will be construed in
accordance with the
laws of the Commonwealth of Virginia, without reference to its
conflict of laws
rules. No provisions of this Agreement may be modified, waived
or discharged
unless such waiver, modification or discharge is agreed to in
writing and the writing
is signed by the Executive and the Company. A waiver of any
breach of or
compliance with any provision or condition of this Agreement is
not a waiver of
similar or dissimilar provisions or conditions. The invalidity
or unenforceability of
any provision of this Agreement will not affect the validity or
enforceability of any
other provision of this Agreement, which will remain in full
force and effect. This
Agreement may be executed in one or more counterparts, all of
which will be
considered one and the same agreement.
<PAGE>
WITNESS the following signatures.
VIRGINIA ELECTRIC AND POWER
COMPANY
By: WILLIAM G. THOMAS
________________________
William G. Thomas
Chairman, Organization
and Compensation Committee
Dated: April 21, 1995
J. T. RHODES
_____________________________
James T. Rhodes
Dated: April 21, 1995
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1,000,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-TYPE> 3-MOS
<PERIOD-END> MAR-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 9615
<OTHER-PROPERTY-AND-INVEST> 1904
<TOTAL-CURRENT-ASSETS> 1049
<TOTAL-DEFERRED-CHARGES> 1049
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 13617
<COMMON> 3181
<CAPITAL-SURPLUS-PAID-IN> 21
<RETAINED-EARNINGS> 1416
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4618
222
594
<LONG-TERM-DEBT-NET> 4931
<SHORT-TERM-NOTES> 77
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 205
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2970
<TOT-CAPITALIZATION-AND-LIAB> 13617
<GROSS-OPERATING-REVENUE> 1129
<INCOME-TAX-EXPENSE> 45
<OTHER-OPERATING-EXPENSES> 870
<TOTAL-OPERATING-EXPENSES> 873
<OPERATING-INCOME-LOSS> 256
<OTHER-INCOME-NET> 2
<INCOME-BEFORE-INTEREST-EXPEN> 258
<TOTAL-INTEREST-EXPENSE> 95
<NET-INCOME> 109
12
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 111
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 371
<EPS-PRIMARY> .63
<EPS-DILUTED> 2.59
</TABLE>
