As filed with the Securities and Exchange Commission on December 20, 1996
File No. 333-________
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 or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
901 EAST BYRD STREET, RICHMOND, VIRGINIA 23219
(Address of principal executive office, including zip code)
DOMINION RESOURCES, INC.
EXECUTIVES' DEFERRED COMPENSATION 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
(Name and address of agent for service)
(804) 775-5700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE (1)
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities to Amount to be Offering Aggregate Amount of
be Registered (2) Registered Price Per Offering Registration
Share Price Fee
Deferred Compensation
obligations . . . . . $5,000,000 100% $5,000,000 $1,516
__________
(1) Computed in accordance with Rule 457 under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee.
(2) The Deferred Compensation Obligations are unsecured obligations of the
registrant under the Dominion Resources, Inc. Executives' Deferred
Compensation Plan (the Plan), pursuant to which the registrant will be
obligated to pay in cash at a later time compensation amounts currently
deferred by participants, subject to adjustment upward or downward, all as
provided by the terms of such Plan.<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,
1995; and (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996.
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 hereby
have been sold or that deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into this registration state-
ment and to be a part hereof from the date of filing such documents.
Item 4. Description of Securities.
Under the Dominion Resources Executives' Deferred Compensation Plan (the
Plan), Dominion Resources will provide eligible employees of Dominion Resources
and its affiliates with the opportunity to elect to defer a specified percentage
of their cash compensation in future periods. The obligations of Dominion
Resources under the Plan (the Obligations) will be unsecured general obligations
to pay the compensation deferred in accordance with the terms of the Plan, and
will rank equally with other unsecured and unsubordinated indebtedness of
Dominion Resources from time to time outstanding. Because Dominion Resources is
a holding company, the right of Dominion Resources, hence the right of creditors
of Dominion Resources (including participants in the Plan), to participate in a
distribution of the assets of a subsidiary upon its liquidation or reorganiza-
tion or otherwise, necessarily is subject to the prior claims of creditors of
the subsidiary, except to the extent that claims of Dominion Resources itself
as a creditor may be recognized.
The amount of compensation to be deferred by each participant (the Deferral
Account) will be determined in accordance with the Plan based on elections by
the participant. Each Deferral Account generally will be payable in cash on a
date selected by the participant in accordance with the terms of the Plan. The
Deferral Account will be indexed to one or more investment options (which, among
others, include Dominion Resources common stock as well as one or more mutual
funds) chosen by each participant from a list of such investment options. Each
Deferral Account will be adjusted to reflect the investment experience of the
selected investment option or options, including any appreciation or
depreciation. The Obligations will be denominated and payable in United States
dollars.
A participant's right or the right of any other person to the Deferral
Account cannot be assigned, alienated, sold, garnished, transferred, pledged or
encumbered.
The Obligations are not subject to redemption, in whole or in part, prior
to the individual payment dates specified by the participant, at the option of
Dominion Resources, or through operation of a mandatory or optional sinking fund
or analogous provision. Dominion Resources reserves the right to amend or
terminate the Plan at any time, except that no such amendment or termination
shall adversely affect the right of a participant to the balance of his or her
Deferred Account as of the date of such amendment or termination.
The Obligations are not convertible into another security of Dominion
Resources. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of Dominion Resources.
No trustee has been appointed having the authority to take action with
respect to the Obligations, and each participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any request for consent, waivers, or amendments pertaining to the
Obligations, enforcing covenants, and taking action upon a default.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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.
Dominion Resources has purchased directors' and officers' liability
insurance policies. Within the limits of their coverage, the policies
insure (1) the directors and officers of Dominion Resources against certain
losses resulting from claims against them in their capacities as directors
and officers to the extent that such losses are not indemnified by Dominion
Resources and (2) Dominion Resources to the extent that it indemnifies such
directors and officers for losses as permitted under the laws of Virginia.
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).
5 -- Opinion of Thomas F. Farrell, II, Esq., Vice President and General
Counsel of Dominion Resources, Inc. (filed herewith).
23(i) -- Consent of Deloitte & Touche LLP (filed herewith).
23(ii -- Consent of Thomas F. Farrell, II, Esq. (included in Exhibit 5).
24 -- Powers of Attorney (included herein).
99 -- Dominion Resources, Inc. Executives' Deferred Compensation Plan
(filed herewith).
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;
(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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
this offer.
(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.
(h) Insofar as indemnification for liabilities arising under the Securi-
ties 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 express-
ed 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.
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 20th day
of December, 1996.
DOMINION RESOURCES, INC.
By /s/THOS. E. CAPPS
(Thos. E. Capps, Chairman of the Board
of Directors, President 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 indicated and on the 20th day of December, 1996.
Signature Title
/s/JOHN B. ADAMS, JR.
John B. Adams, Jr. Director
/s/JOHN B. BERNHARDT
John B. Bernhardt Director
/s/THOS. E. CAPPS
Thos. E. Capps Chairman of the Board of Directors,
President (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
/s/WILLIAM T. ROOS
William T. Roos Director
<PAGE>
Signature
/s/FRANK S. ROYAL
Frank S. Royal Director
/s/JUDITH B. SACK
Judith B. Sack 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>
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).
5 Opinion of Thomas F. Farrell, II, Esq., Vice
President and General Counsel of Dominion Resources,
Inc. (filed herewith).
23(i) Consent of Deloitte & Touche LLP (filed herewith).
23(ii) Consent of Thomas F. Farrell, II, Esq., Vice
President and General Counsel of Dominion
Resources, Inc. (contained in Exhibit 5).
24 Powers of attorney (included herein).
99 Dominion Resources, Inc. Executives' Deferred
Compensation Plan (filed herewith).
Exhibit 5
December 20, 1996
Dominion Resources, Inc.
P. O. Box 26532
Richmond, Virginia 23261
Ladies and Gentlemen:
With respect to the Registration Statement on Form S-8 of Dominion Resources,
Inc. (the Company) in connection with the registration of $5,000,000 of deferred
compensation obligations (the Obligations) which will represent unsecured
obligations of the Company to pay deferred compensation in the future in
accordance with the terms of the Dominion Resources, Inc. Executives' Deferred
Compensation Plan (the Plan), I am of the opinion that the Obligations when
issued in accordance with the terms and provisions of the Plan will be valid and
binding obligations of the Company, enforceable against the Company in accord-
ance with their terms, subject, as to enforcement, (i) to bankruptcy,
insolvency, reorganization, arrangement, moratorium and other laws of general
applicability relating to or affecting creditors' rights, and (ii) to general
principles of equity, whether such enforcement is considered in a proceeding
in equity or at law.
This opinion is limited to the laws of the Commonwealth of Virginia, and I
disclaim any opinion as to the laws of any other jurisdiction. I further
disclaim any opinion as to any statute, rule, regulation, ordinance, order or
other promulgation of any other jurisdiction or any regional or local
governmental body or as to any related judicial or administrative opinion. I
express no opinion as to the applicable choice of law provisions contained in
the Plan.
This opinion is rendered to you in connection with the issuance of the
Obligations and is solely for your benefit. This opinion may not be relied upon
by any other person, firm, corporation or other entity for any purpose, without
prior written consent.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/THOMAS F. FARRELL, II, ESQ.
Thomas F. Farrell, II, Esq.
Vice President and General Counsel
Dominion Resources, Inc.
Exhibit 23(i)
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 2, 1996
appearing in the Annual Report on Form 10-K of Dominion Resources, Inc. for
the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Richmond, Virginia
December 19, 1996
Exhibit 99
DOMINION RESOURCES, INC.
EXECUTIVES' DEFERRED COMPENSATION PLAN
Effective January 1, 1994
Amended and Restated as of January 1, 1997
For the Executives of:
Dominion Resources, Inc.
Virginia Electric and Power Company
<PAGE>
TABLE OF CONTENTS
Section Page
1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . .1
2. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . .3
3. PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . .3
4. DEFERRAL ELECTION . . . . . . . . . . . . . . . . . . . . .3
5. EFFECT OF NO ELECTION . . . . . . . . . . . . . . . . . . .4
6. INVESTMENT FUNDS. . . . . . . . . . . . . . . . . . . . . .4
7. DRI STOCK FUND. . . . . . . . . . . . . . . . . . . . . . .5
8. DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . .6
9. HARDSHIP DISTRIBUTIONS. . . . . . . . . . . . . . . . . . .7
10. COMPANY'S OBLIGATION. . . . . . . . . . . . . . . . . . . .8
11. CONTROL BY PARTICIPANT. . . . . . . . . . . . . . . . . . .8
12. CLAIMS AGAINST PARTICIPANT'S DEFERRED BENEFITS. . . . . . .8
13. AMENDMENT OR TERMINATION. . . . . . . . . . . . . . . . . .8
14. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . .9
15. WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . .9
16. CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . . . .9
<PAGE>
1. DEFINITIONS. The following definitions apply to this Plan and to the
Deferral Election Forms.
(a) Beneficiary or Beneficiaries means a person or persons or other
entity that a Participant designates on a Beneficiary Designation
Form to receive Deferred Benefit payments pursuant to Plan Section
8(c). If a Participant does not execute a valid Beneficiary
Designation Form, or if the designated Beneficiary or Beneficiaries
fail to survive the Participant or otherwise fail to take the
Deferred Benefit, the Participant's Beneficiary or Beneficiaries
shall be the first of the following persons who survive the
Participant: a Participant's spouse (the person legally married to
the Participant when the Participant dies); the Participant's
children in equal shares and the Participant's estate.
(b) Beneficiary Designation Form means the form that a Participant uses
to name his Beneficiary or Beneficiaries.
(c) Company means Dominion Resources, Inc., Virginia Electric and Power
Company, and any of their affiliates that, with approval of the DRI
Board of Directors, adopt or have adopted this Plan; any successor
business by merger, purchase, or otherwise that maintains the Plan.
(d) Company Stock means the common stock, no par value, of Dominion
Resources, Inc.
(e) Compensation means a Participant's base salary, cash incentive pay
and other cash compensation from the Company.
(f) Deferral Election Form means the form that a Participant uses to
elect to receive a Deferred Benefit pursuant to Plan Section 4. A
Participant's Distribution Election Form and Beneficiary Designation
Form are part of the Participant's Deferral Election Form.
(g) Deferral Year means a calendar year for which an Executive's
Compensation is reduced pursuant to a valid Deferral Election Form.
(h) Deferred Account means a bookkeeping record established for each
Participant who is eligible to receive a Deferred Benefit. A
Deferred Account shall be established only for purposes of measuring
a Deferred Benefit and not to segregate assets or to identify assets
that may be used to satisfy a Deferred Benefit. A Deferred Account
shall be credited with that amount of a Participant's Compensation
deferred as a Deferred Benefit according to a Participant's Deferral
Election Form. A Deferred Account also shall be credited
periodically with deemed investment gain or loss under Plan Section
6(b).
(i) Deferred Benefit means the benefit available to an Deferred who has
executed a valid Deferral Election Form.
(j) Distribution Election Form means a form which a Participant uses to
establish the duration of the deferral of Compensation and the
frequency of payments of a Deferred Benefit. If a Participant does
not execute a valid Distribution Election Form, the distribution of
a Deferred Benefit shall be governed by Plan Section 8.
(k) DRI means Dominion Resources, Inc.
(l) DRI Committee means the Organization and Compensation Committee or
DRI's Board.
(m) DRI Stock Fund means an Investment Fund in which the deemed
investment is Company Stock.
(n) Election Date means the date by which an Executive must submit a
valid Deferral Election Form. For each Deferral Year, the Election
Date shall be the preceding December 31. However, if an individual
becomes an Executive during a Deferral Year, his Election Date shall
be a date that is within thirty days after such individual becomes
an Executive. Notwithstanding the preceding sentences, the
Committee may set an earlier Election Date for any Deferral Year.
(o) Executive means an individual who is employed by the Company and who
is a "highly-compensated employee" or a member of a "select group of
management" as those terms are used under Title I of the Employee
Retirement Income Security Act of 1974, as amended and who the DRI
Committee (in the case of an individual who is employed by DRI or
one of its nonutility subsidiaries) or the Virginia Power Committee
(in the case of an individual employed by Virginia Power),
designates as being eligible to participate in this Plan.
(p) Investment Fund means one or more deemed investment alternatives
made available for election by Participants for a Deferred Account.
The DRI Stock Fund shall be one of the Investment Funds.
(q) Participant, with respect to any Deferral Year, means an Executive
who has executed a valid Deferral Election Form for that Deferral
Year.
(r) Plan means the Dominion Resources, Inc. Executives' Deferred
Compensation Plan.
(s) Stock Unit means a hypothetical share of Company Stock. Each Stock
Unit credited to a Deferred Account shall be deemed to have the same
value, from time to time, as a share of Company Stock.
Notwithstanding the foregoing, Stock Units shall not confer upon
Participants any of the rights associated with common stock,
including, without limitation, the right to vote or to receive
distributions. Stock Units may not be sold, assigned, transferred,
disposed of, pledged, hypothecated or otherwise encumbered.
(t) Terminate, Terminating, or Termination, with respect to a
Participant, mean the cessation of his employment with the Company
on account of death, disability, severance or any other reason.
(u) Virginia Power means Virginia Electric and Power Company.
(v) Virginia Power Committee means the Organization and Compensation
Committee of Virginia Power's Board of Directors.
2. PURPOSE. The Plan is intended to permit Executives to defer all or a
portion of their Compensation.
3. PARTICIPATION. The DRI Committee shall select the DRI Executives who are
eligible to participate in the Plan. The Virginia Power Committee shall
select the Virginia Power Executives who are eligible to participate in
the Plan. An Executive becomes a Participant for any deferral Year by
filing a valid Deferral Election Form according to Plan Section 4 on or
before the Election Date for that Deferral Year.
4. DEFERRAL ELECTION. A deferral election shall be valid when the Deferral
Election Form is completed, signed by the electing Executive, and received
by DRI's Corporate Secretary on or before the Election Date for that
Deferral Year. The following provisions apply to deferral elections.
(a) A Participant may elect a Deferred Benefit for any Deferral Year if
he is an Executive at the beginning of that Deferral Year or becomes
an Executive during that Deferral Year.
(b) Before each Deferral Year's Election Date, each Executive shall be
provided with a Deferral Election Form. Using the Deferral Election
Form, an Executive may elect on or before the Election Date to defer
the receipt of all or part of his Compensation for the Deferral
Year. An Executive may not defer more than $1,000,000 of
Compensation for any Deferral Year.
(c) An Executive must complete an Investment Election Form for all
amounts deferred from his Compensation. The Compensation deferred
under a Deferral Election Form shall be allocated among available
Investment Funds in 10% multiples or such other multiples as are
determined by the DRI Committee and Virginia Power Committee.
(d) An Executive must complete a Distribution Election Form for the
distribution of the Executive's Deferral Account.
(e) If he does so before the last business day of the Deferral Year,
DRI's Corporate Secretary may reject any Deferral Election Form or
any Distribution Election Form or both that does not conform to the
provisions of the Plan. DRI's Corporate Secretary may modify any
Distribution Election Form at any time to the extent necessary to
comply with any federal securities laws or regulations. DRI's
Corporate Secretary's rejection or modification must be made on a
uniform basis with respect to similarly-situated Executives. If
DRI's Corporate Secretary rejects a Deferral Election Form, the
Executive shall be paid the amounts he would have been entitled to
receive if the Executive had not submitted the rejected Deferral
Election Form.
(f) An Executive may not revoke a Deferral Election Form or a
Distribution Election Form after the Deferral Year begins. Any
revocation before the beginning of the Deferral Year has the same
effect as a failure to submit a Deferral Election Form or a
Distribution Election Form. Any writing signed by an Executive
expressing an intention to revoke his Deferral Election Form and
delivered to DRI's corporate Secretary before the close of business
on the relevant Election Date shall be a revocation.
5. EFFECT OF NO ELECTION. An Executive who has not submitted a valid
Deferral Election Form to DRI's Corporate Secretary on or before the
relevant Election Date may not defer any part of his Compensation for the
Deferral Year. The Deferred Benefit of an Executive who submits a valid
Deferral Election Form but fails to submit a valid Distribution Election
Form (either as to the form or commencement of payment) before the
relevant Election Date shall be distributed in a lump sum on the February
15 following his Termination.
6. INVESTMENT FUNDS.
(a) Each Participant shall have the right to direct the deemed
investment of his Deferral Account among the Investment Funds. The
number and type of Investment Funds that will be available for
investment in any Plan Year shall be determined by the DRI
Committee.
(b) Deferred Benefits shall be credited to an Investment Fund as of the
last day of the month in which the deferred Compensation would have
been paid. A separate bookkeeping account shall be established for
each Participant who has directed a deemed investment in an
Investment Fund. Deemed transfers between Investment Funds in the
Participant's account shall be charged and credited as the case may
be to each Investment Fund account. The Investment Fund account
shall be charged or credited with net earnings, gains, losses and
expenses, as well as any appreciation or depreciation in market
value during each Plan Year for the deemed investment in the
Investment Fund.
(c) Pursuant to procedures established by the DRI Committee uniformly
applied, Participants may direct transfer of deemed investments
among Investment Funds at least once in each Deferral Year.
7. DRI STOCK FUND. The following provisions apply to the DRI Stock Fund.
The DRI Stock Fund in a Participant's Deferred Account shall be credited
with Stock Units equal to the number of whole and fractional shares of
Company Stock that a Participant could have purchased with amounts
deferred from his Compensation based on the closing price of Company Stock
on the New York Stock Exchange on the last trading day of the month in
which the deferred Compensation would have been paid. The value of the
DRI Stock Fund on any date shall be the value of the Stock Units (whole
and fractional shares) deemed credited to the account based on the
immediately preceding closing price of Company Stock on the New York Stock
Exchange.
(a) The Stock Units credited to each Participant's DRI Stock Fund
account shall be credited with hypothetical cash dividends equal to
the cash dividends that are declared and paid with respect to
Company Stock. The Company shall determine as of each record date
the amount of cash dividends to be paid with respect to a share of
Company Stock, and on the payment date of such dividend shall credit
an equal amount of hypothetical cash dividends to each Stock Unit
credited to a DRI Stock Fund account. The total hypothetical cash
dividends credited to all Stock Units shall then be converted into
Stock Units by dividing such hypothetical cash dividends by the
average of the high and low trading prices of a share of Company
Stock, as reported in The Wall Street Journal for the last trading
day before the day the Company pays dividends with respect to
Company Stock.
(b) The Stock Units credited to a DRI Stock Fund account shall be
credited to reflect any distribution with respect to Company Stock
other than cash dividends or stock dividends. The Company shall
determine as of each record date the amount of the distribution to
be paid with respect to a share of Company Stock, and on the payment
date of such distribution shall credit an equal amount of
hypothetical distribution to each Stock Unit. The total hypothetical
distribution credited to all Stock Units shall then be converted
into a hypothetical cash amount based on the market value of such
distribution as determined by the DRI Committee. The hypothetical
cash amount shall then be converted into Stock Units by dividing
such hypothetical cash amount by the closing trading price of a
share of Company Stock, as reported in The Wall Street Journal for
the last trading day before the day the Company makes the
distribution with respect to Company Stock.
8. DISTRIBUTIONS.
(a) All Deferred Benefits, less withholding for applicable income and
employment taxes, shall be paid in cash on the date specified in the
Participant's Distribution Election Form (but subject to Plan
Section 4(f)). Except in the event of Termination, a Participant
may only receive a distribution on a date which is at least six
months after the date on which his most recent Deferral Election
Form is valid.
(b) Except for distributions triggered by a Participant's disability,
Deferred Benefits shall be paid in a lump sum unless the
Participant's Distribution Election Form specifies annual
installment payments over a period of up to ten years. Installment
payments will be made in approximately equal amounts during each
year of the installment period. For a Deferred Benefit payable in
installments, the unpaid balance of a Deferred Account shall
continue to be maintained in Investment Funds.
If a Participant Terminates as a result of his disability, begins to
receive Deferred Benefits and thereafter recovers before the balance
of his Deferred Account is exhausted, distributions shall cease and
any remaining Deferred Benefits under the Plan shall be governed by
this Plan Section 8 and his Distribution Election Form.
Unless otherwise specified in a Participant's Distribution Election
Form, any lump sum payment shall be paid or installment payments
shall begin on February 15 of the year after the Participant's
Termination. For distributions that would automatically begin
because of a Participant's Termination (other than by death), the
Participant may elect on his Distribution Election Form to begin
payments (i) on the February 15 following his Termination, without
regard to his age; or (ii) on the February 15 following his
Termination and his attainment of a specified age; (iii) even if the
Participant does not Terminate, on the February 15 following a
specified age. However, except in the event of payments on account
of Termination, no Participant may elect to receive payments
beginning sooner than six months after the date on which his most
recent Deferral Election Form is valid.
(c) Notwithstanding any other provision of this Plan or a Participant's
Distribution Election Form, the DRI Committee (in the case of an
individual employed by DRI or one of its nonutility subsidiaries) or
the Virginia Power Committee (in the case of an individual employed
by Virginia Power) in its sole discretion may postpone the
distribution of all or part of a Deferred Benefit to the extent that
the payment would not be deductible under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the Code) or any
successor thereto. A Deferred Benefit distribution that is
postponed pursuant to the preceding sentence shall be paid as soon
as it is possible to do so within the deduction limitations of
Section 162(m) of the Code.
(d) A Participant or Beneficiary may not assign Deferred Benefits. A
Participant may use only one Beneficiary Designation Form to
designate one or more Beneficiaries for all of his Deferred Benefits
under the Plan. Such designations are revocable. Each Beneficiary
shall receive his portion of the Participant's Deferred Account and
Deferred Stock Account on February 15 of the year following the
Participant's death. However, the DRI Committee (in the case of an
individual who is employed by DRI or one of its nonutility
subsidiaries) or the Virginia Power Committee (in the case of an
individual employed by Virginia Power), at its discretion, may
approve a Beneficiary's request for accelerated payment under Plan
Section 9. The DRI Committee (in the case of an individual who is
employed by DRI or one of its nonutility subsidiaries) or the
Virginia Power Committee (in the case of an individual employed by
Virginia Power) may insist that multiple Beneficiaries agree upon a
single distribution method.
9. HARDSHIP DISTRIBUTIONS.
(a) At its sole discretion and at the request of a Participant before or
after his Termination, or at the request of any of the Participant's
Beneficiaries after the Participant's death, the DRI Committee (in
the case of an individual who is employed by DRI or one of its
nonutility subsidiaries) or the Virginia Power Committee (in the
case of an individual employed by Virginia Power) may accelerate and
pay all or part of any amount attributable to a Participant's
Deferred Benefits. The DRI Committee (in the case of an individual
who is employed by DRI or one of its nonutility subsidiaries) or the
Virginia Power Committee (in the case of an individual who is
employed by Virginia Power) may accelerate distributions only in the
event of a financial emergency beyond the Participant's or
Beneficiary's control and only if disallowance of a distribution
request would create a severe hardship for the Participant or
Beneficiary. An accelerated distribution under this Plan Section 9
shall be limited to the amount necessary to satisfy the financial
emergency.
(b) For purposes of an accelerated distribution of a Deferred Benefit,
the Investment Funds in the Participant's Deferred Account value
shall be determined by the value of the Investment Funds on the last
day of the month prior to the month of distribution.
(c) Distributions under this Section shall be made in cash, shall made
proportionately from all of the Investment Funds in the
Participant's Deferred Account first, and shall be limited to
amounts attributable to Compensation deferred under a Deferral
Election Form that was effective at least six months before the
distribution.
(d) A distribution under this section shall be in lieu of that portion
of a Participant's Deferred Benefit that would have been paid
otherwise. A Deferred Benefit shall be adjusted by reducing the
Participant's Deferred Account balance by the amount of the
distribution.
10. COMPANY'S OBLIGATION. The Plan shall be unfunded. The Company shall not
be required to segregate any assets that at any time may represent a
Deferred Benefit. Any liability of the Company to a Participant or
Beneficiary under this Plan shall be based solely on any contractual
obligations that may be created pursuant to this Plan. No such obligation
of the Company shall be deemed to be secured by any pledge of, or other
encumbrance on, any property of the Company.
11. CONTROL BY PARTICIPANT. A Participant shall have no control over Deferred
Benefits except according to his Deferral Election Forms, his Distribution
Election Forms and his Beneficiary Designation Form.
12. CLAIMS AGAINST PARTICIPANT'S DEFERRED BENEFITS. A Deferred Account shall
not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt to do so shall
be void. A Deferred Benefit shall not be subject to attachment or legal
process for a Participant's debts or other obligations. Nothing contained
in this Plan shall give any Participant any interest, lien, or claim
against any specific asset of the Company. A Participant or his
Beneficiary shall have no rights other than as a general creditor of the
Company.
13. AMENDMENT OR TERMINATION. Except as otherwise provided, this Plan may be
altered, amended, suspended, or terminated at any time as to DRI
Participants by DRI's Board of Directors. DRI's Board of Directors may
not alter, amend, suspend, or terminate this Plan as to any DRI
Participant without the consent of that Participant if such action would
result either in (i) a distribution of the Participant's Deferred Benefit
in any manner not provided in the Plan or (ii) immediate taxation of a
Deferred Benefit to a Participant. Notwithstanding the preceding
sentence, if any amendment to the Plan after the Plan's effective date
adversely affects a Deferred Benefit of a DRI Participant and the Internal
Revenue Service declines to rule favorably on the amendment, DRI's Board
of Directors, in its sole discretion, may accelerate the distribution of
any amounts attributable to an affected Deferred Benefit. Except as
otherwise provided, this Plan may be altered, amended, suspended, or
terminated at any time as to Virginia Power Participants by Virginia
Power's Board of Directors. Virginia Power's Board of Directors may not
alter, amend, suspend, or terminate this Plan as to any Virginia Power
Participant without the consent of that Participant if such action would
result either in (i) a distribution of the Participant's Deferred Benefit
in any manner not provided in the Plan or (ii) immediate taxation of a
Deferred Benefit to a Participant. Notwithstanding the preceding
sentence, if any amendment to the Plan after the Plan's effective date
adversely affects a Deferred Benefit of a Virginia Power Participant and
the Internal Revenue Service declines to rule favorably on the amendment,
Virginia Power's Board of Directors, in its sole discretion, may
accelerate the distribution of any amounts attributable to an affected
Deferred Benefit.
14. NOTICES. All notices or election required under the Plan must be in
writing. A notice or election shall be deemed delivered if it is
delivered personally or sent registered or certified mail to the person at
his last known business address.
15. WAIVER. The waiver of a breach of any provision in this Plan does not
operate as and may not be construed as a waiver of any later breach.
16. CONSTRUCTION. This Plan shall be adopted and maintained according to the
laws of the Commonwealth of Virginia (except its choice-of-law rules).
Headings and captions are only for convenience; they do not have
substantive meaning. If a provision of this Plan is not valid or
enforceable, the validity or enforceability of any other provision shall
not be affected. Use of one gender includes all, and the singular and
plural include each other.
IN WITNESS WHEREOF, this instrument has been executed this ____ day of
_____________, 1996.
DOMINION RESOURCES, INC.
By_______________________________________
Linwood R. Robertson
Senior Vice President and Chief Financial Officer
VIRGINIA ELECTRIC AND POWER COMPANY
By_______________________________________
T. J. O'Neil
Vice President, Human Resources
