DOMINION RESOURCES INC /VA/
8-K, 1998-08-10
ELECTRIC SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of

                       The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)        August 7, 1998
                                                ------------------------------

                            Dominion Resources, Inc.
 ------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Virginia                           1-8489                54-1229715
       --------                           ------                ----------
(State of other juris-                 (Commission           (IRS Employer
diction of Incorporation)               File Number)         Identification No.)

          901 East Byrd Street, Richmond, Virginia                23219-6111
          ----------------------------------------                ----------
           (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:  (804) 775-5700
                                                   -------------------

- ------------------------------------------------------------------------------
          (Former name or former address if changed since last report.)


<PAGE>

ITEM 5.  OTHER EVENTS

On August 7, 1998, Dominion Resources, Inc.'s largest subsidiary, Virginia
Electric and Power Company (Virginia Power) received a Final Order from the
Virginia State Corporation Commission (the Virginia Commission) approving the
settlement of Virginia Power's pending rate case. See the full text of the Final
Order filed as Exhibit 99 herewith.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

99 - Commonwealth of Virginia, State Corporation Commission, Final Order, dated 
     August 7, 1998.

                                   SIGNATURES

         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

                                                  D. L. HEAVENRIDGE     
                                              --------------------------
                                                  D. L. Heavenridge
                                                Executive Vice President

Date: August 10, 1998

                                   DISCLAIMER

This electronic version of an SCC order is for informational purposes only and
is not an official document of the Commission. An official copy may be obtained
from the Clerk of the Commission, Document Control Center.

                            COMMONWEALTH OF VIRGINIA

                          STATE CORPORATION COMMISSION

                           AT RICHMOND, AUGUST 7, 1998

VIRGINIA ELECTRIC AND

POWER COMPANY                                                 CASE NO. PUE960036

1995 Annual Informational Filing

COMMONWEALTH OF VIRGINIA

At the relation of the

STATE CORPORATION COMMISSION                                  CASE NO. PUE960296

Ex Parte: Investigation of
Electric Utility Industry
Restructuring - Virginia
Electric and Power Company

                                   FINAL ORDER

                               History of the Case

         This consolidated case is an outgrowth of a proceeding commenced by the
Commission in September of 1995 in Case No. PUE950089 investigating issues
associated with possible restructuring and competition in the electric industry
in Virginia, and a proceeding concerning Virginia Electric and Power Company's
("Virginia Power" or "the Company") 1995 Annual Informational Filing ("AIF") in
Case No. PUE960036.

         On November 12, 1996 we established an investigation specific to
Virginia Power in Case No. PUE960296, and directed the Company to file, by March
31, 1997, certain information,


<PAGE>

studies, and analyses addressing a number of matters, including the
reasonableness of the Company's rates, the appropriate disposition of any excess
earnings, and any alternative regulatory plan the Company wanted considered by
the Commission.

         In an earlier order in the Company's 1994 AIF, the Commission had
directed Virginia Power to file as part of its 1995 AIF, or as part of any rate
application filed in lieu thereof, all schedules required by our Rules Governing
Utility Rate Increase Applications and Annual Informational Filings reflecting
all adjustments permitted by those Rules for a general rate application.
Virginia Power submitted its 1995 AIF on June 13, 1996 in Case No. PUE960036.

         On March 6, 1997, based upon an agreement between the Company and
Staff, we entered a Consent Order in this consolidated docket making Virginia
Power's current rates interim and subject to refund as of March 1, 1997.

         On March 24, 1997, Virginia Power made a comprehensive filing described
as an "Application for Alternative Regulatory Plan" pursuant to ss. 56-235.2.B
of the Code of Virginia and the Commission's November 12, 1996 Order. The Plan
as filed consisted of two phases. Under Phase I, the Company's base rates would
be frozen at their present level for five years. During that period a portion of
the Company's earnings would be applied to the recovery of regulatory assets
and, under certain circumstances, to costs associated with contracts with
non-utility generators ("NUGs") that might be unrecoverable after a transition


                                       2
<PAGE>

from regulation to competition. Phase II would begin after the five-year rate
freeze. Any remaining "transition costs" would continue to be recovered from
customers for specified periods through what was termed a "Transition Cost
Charge."

         The Staff filed its report in the Company's 1995 AIF on March 28, 1997.
Staff concluded in its report that Virginia Power "is clearly in an overearnings
position on both a per books earnings test basis and on a fully adjusted basis."
The report further stated that Virginia Power has significant regulatory assets
recorded on its books and "may have potentially large levels of strandable costs
in the form of uneconomic NUG power contracts." Staff noted that the Commission
could decide to "allow the Company to maintain its current rate structure in
order to mitigate the recovery risk associated with these costs" or, in the
alternative, "order a reduction in rates and use any residual earnings to
write-off regulatory assets or to establish a reserve for strandable assets."

         In the Order for Notice and Hearing of April 30, 1997, the Commission
consolidated Virginia Power's 1995 AIF and the investigation proceeding, and
established a procedural schedule for consideration of the issues raised in
these two dockets. We addressed a number of matters in that Order, including a
procedure for proposed settlements and stipulations. Specifically, we
"encourage[d] collaborative and creative efforts on the part of all participants
in order to help achieve resolution of issues where possible."



                                       3
<PAGE>

         On December 2, 1997, Virginia Power filed a "Motion to Simplify
Proceeding" requesting leave to amend its application to eliminate its request
for approval of Phase II of its alternative regulatory plan that requested
recovery of stranded costs through the "Transition Cost Charge." In reply to
responses to its December 2, 1997 motion, Virginia Power amended its motion on
December 16, 1997. The Company sought a further amendment to its Plan by
withdrawing "Phase I" which featured the five-year rate freeze. The Company
stated that "legislative guidance is needed before the transition cost issues in
both Phases can be resolved." Protestants filed their direct testimony by
December 23, 1997.(1)

         By Order of February 13, 1998, we permitted Virginia Power to withdraw
its support for its Plan, but ruled that the proposed Plan itself, and any
amendments or modifications to it, would continue to be subject to consideration
by the Commission in this proceeding, as would any alternative form of
regulation proposed by Staff or modifications proposed by others. The Staff
filed its initial prefiled testimony on March 24, 1998.

                   Initial Positions of the Parties and Staff

         Virginia Power, the Office of Attorney General's Division of Consumer
Counsel ("Consumer Counsel"), the Virginia Committee for Fair Utility Rates
("VCFUR"), and the Staff presented testimony on the Company's cost of service
and revenue requirement. Their testimony proposed a number of accounting

- ---------------
(1) Protestants filing direct testimony were: Virginia Citizens Consumer
Council; Fairfax County Board of Supervisors; Brayden Automation Corp. and
Energy Consultants, Inc.; Southern Environmental Law Center; Ogden Martin
Systems of Alexandria/Arlington, Inc., and Ogden Martin Systems of Fairfax,
Inc.; Virginia Committee for Fair Utility Rates; Appalachian Power Co.;
Coalition for Equitable Rates; Apartment & Office Building Ass'n of Metro.
Washington; Virginia Independent Power Producers; Division of Consumer Counsel,
Office of Attorney General; Doswell Limited Partnership; Multitrade of
Pittsylvania County, LP; and Potomac Edison.

                                       4
<PAGE>

adjustments, and raised issues on capital structure, cost of equity, and similar
issues. Although proposing a five-year rate freeze, Virginia Power stated its
evidence on revenue requirement supported a rate increase of $34.8 million.
Consumer Counsel called for a reduction in rates of $248.7 million, and VCFUR
contended the Company's annual revenue requirement should be reduced by $206.6
million. The Staff recommended a $276.8 million reduction in rates.

         As directed by our November 12, 1996 Order, Virginia Power conducted
jurisdictional and class cost of service studies using six demand allocation
methodologies.(2) Staff witness Glenn Watkins examined these methodologies for
allocating costs to the customer classes, and relying on these cost studies,
Staff witness Walker analyzed the appropriateness of the revenue requirement
assigned to each class. Prefiled testimony on allocation was also offered by
VCFUR, the Coalition for Equitable Rates ("CFER") and the Apartment and Office
Building Association of Metropolitan Washington ("AOBA").

                            The Proposed Stipulation

         Before and after the filing of Staff's testimony, Staff and certain
parties engaged in discussions on revenue requirement and revenue allocation in

- ---------------
(2)The methodologies reviewed were: average and excess; single coincident peak;
twelve coincident peak; summer and winter peak; summer and winter peak and
average; and equivalent peaker.


                                       5
<PAGE>

order to attempt to narrow the issues in the case. The Commission granted
several extensions for the filing of rebuttal and surrebuttal testimony to
accommodate these settlement discussions. On June 8, 1998, the Staff, Virginia
Power, Consumer Counsel, VCFUR, and AOBA (collectively "the Stipulating
Participants") entered into a Stipulation which proposed to resolve certain rate
issues among themselves.

         The key elements of the Stipulation include:

         (a) A five year plan extending from March 1, 1997 through February 28,
2002;

         (b) A refund of $150,000,000 for the 12 months ended February 28, 1998,
plus interest;

         (c) A rate reduction of $100,000,000 effective March 1, 1998, plus
interest and refund;

         (d) An additional rate reduction of $50 million, effective March 1,
1999;

         (e) A write-off of regulatory assets during the plan of no less than
$220 million, with the potential for additional write-offs depending on the
earnings of Virginia Power, and, with certain limited possible exceptions, no
new regulatory assets created during the rate period.

         The plan provides for write-offs based upon earnings between 10.50% and
13.20%, with two-thirds of such earnings being used for amortization of
regulatory assets and one-third applying to shareholder return. Earnings above
13.20% are all allocated to amortization. The plan also provides for adjustment
of the range on an annual basis depending upon changes in 30-year Treasury bond
rates.



                                       6
<PAGE>

         The Stipulation also includes an allocation of the refunds and rate
reductions among the customer classes that generally provides for movement
toward parity for the various classes. The Stipulation avoids proposal of a
particular allocation methodology. It also states that all matters addressed in
the Stipulation should be deemed not to have been adopted or rejected by the
Commission and should have no precedential effect in subsequent proceedings.

         Even though the Stipulation contemplates that rates will remain in
effect for the plan period, it provides that the Commission, on its own motion
or on the motion of others, may make changes in rates as necessary to protect
the public interest. The Stipulation also requires Virginia Power to maintain
reliability standards and to meet periodically with the Commission on
reliability matters.

         Finally, Paragraph 11 of the Stipulation contains a request that should
the Commission not intend to approve all aspects of the agreement, that we
notify the Stipulating Participants of such intent and allow them ten days to
attempt to reach a modified stipulation that addresses our concerns. Paragraph
11 further provides that if no such modified stipulation is reached within the
ten days, then the Stipulating Participants, collectively or individually, may
withdraw their support of the Stipulation and request a hearing on any issues
raised in this proceeding.

         By our Order on Proposed Stipulation of June 17, 1998, we established
procedures for consideration of the Stipulation. We invited the parties and


                                       7
<PAGE>

Staff to file written comments and testimony on any aspect of the Stipulation,
and permitted replies to any such comments or testimony. We also continued the
public hearing in this matter to July 21, 1998, to receive evidence and further
comment on the Stipulation, as well as to consider the appropriate manner for
resolving the remaining issues in the case not addressed by the Stipulation.

                   Positions of the Parties on the Stipulation

         The Stipulating Participants all filed comments and/or testimony in
support of the Stipulation and urged us to adopt it without modification.
Virginia Power also filed rate schedules designed to produce the refunds and
rate reductions for each customer class as contemplated by the Stipulation. None
of the testimony admitted into evidence at the hearing objected to the proposed
rate design.(3)

         The Virginia Independent Power Producers, Inc. ("VIPP") also filed
comments advocating adoption of the Stipulation, and several other parties filed
comments raising substantive questions or concerns about the proposed
settlement. CFER contended that the class rate reductions as contained in the
Stipulation, while moving toward parity, still fell significantly short of
achieving parity.(4) CFER stated its support for the total reduction in rates

- ---------------
(3) Energy Consultants, Inc. and Bryden Automation Corp. joined in filing
testimony addressing certain rate design aspects of the Stipulation, but this
testimony was subsequently withdrawn.

(4) CFER apparently relied on the results of the average and excess allocation
methodology as the basis for evaluating the parity of returns.

                                       8
<PAGE>

the Stipulation proposed to achieve, but proposed modifying the Stipulation by
reallocating the rate reductions to achieve absolute rate of return parity among
the rate classes.

         The Southern Environmental Law Center ("SELC") filed comments arguing
that the Stipulation will promote uneconomic and inefficient energy consumption.
It urged the Commission to modify the Stipulation to require the elimination of
certain Virginia Power programs which SELC contends promote inefficient load
building. SELC would have us further modify the Stipulation by requiring
Virginia Power to allocate $20 million annually from its revenues to fund energy
efficiency programs.

         The Virginia Citizens Consumer Council ("VCCC") filed reply comments in
support of the Stipulation and in opposition to CFER's proposal to the extent it
would shift refunds and rate reductions from the Residential rate class to the
GS-1 class.

         Several parties filed comments suggesting procedures for future
consideration of certain remaining issues in this proceeding that were not
addressed by the Stipulation. Some parties also filed replies to the comments
filed by others.

                         Commission's Notice to Parties

         After reviewing the Stipulation and the comments and testimony filed in
response to it, the Commission issued a Notice to Parties on July 16, 1998, that
informed all participants of our concern that the GS-1, Churches and Synagogues,
and Outdoor Lighting classes did not appear to receive an adequate allocation of
the proposed decrease and refunds under the Stipulation. We advised the parties
of our intent, should we adopt the Stipulation, to consider a revised allocation


                                       9
<PAGE>

of refunds and rate reductions to the benefit of those classes, and we set forth
an allocation which differed from that contained in the Stipulation. We provided
the Notice to give the Stipulating Participants prior notice of a possible
change in the Stipulation and to provide them an opportunity to review, and, if
necessary, alter their positions on the Stipulation in keeping, to the extent
practicable, with Paragraph 11 of the Stipulation, as well as to give other
parties an opportunity to assess their positions on allocation prior to the
hearing.

                                     Hearing

         At the hearing on July 21, 1998, certain prefiled testimony was
admitted into the record without cross-examination upon agreement of the
parties.(5) At the start of the hearing, we asked the parties to advise the
Commission, if they could, as to their position on the Stipulation under
Paragraph 11 in view of our July 16, 1998 Notice. Counsel for the Staff,
Virginia Power, Consumer Counsel, VCFUR, AOBA, VIPP, SELC, VCCC, and Potomac
Edison presented oral argument. At the close of the hearing, we provided the
parties another opportunity to file post-hearing comments to address the
alternative for allocation of refunds and rate reductions suggested by the
Commission in our Notice.

- ---------------
(5) The prefiled testimony admitted into evidence consisted of Exhibits 6
through 51.


                                       10
<PAGE>

                                  Post-Hearing

         CFER filed comments in support of our proposed modification to the
Stipulation for allocation of refunds and rate reductions. Virginia Power,
Consumer Counsel, and VCFUR all filed comments reiterating their support for the
Stipulation as initially proposed. However, each of these parties stated it
would continue to support the Stipulation should the allocations be modified as
noticed by the Commission.

         AOBA did not state it could accept or that it would withdraw its
support of the Stipulation if modified with the allocation change under
consideration by the Commission. AOBA acknowledged greater refunds and revenue
reductions for the GS-1, Churches and Synagogues, and Lighting classes(6) "might
be justifiable." AOBA took exception, however, to the compensating adjustments

- ---------------
(6) These are the classes the Commission identified in the alternative
allocation included in the Notice to Parties as possibly warranting additional
refunds and rate reductions.


                                       11
<PAGE>

as they impacted the GS-3 class. AOBA proposed to modify the allocation noticed
to the parties by transferring from the Residential class to the GS-3 class a
portion of the refund and rate reduction.

                               Commission Findings

         In reaching our findings and conclusions, we have considered the entire
record, including the evidence and comments of the Staff and the parties. We
find that the Stipulation presents a reasonable plan and that, with the
modification of the allocation as discussed below, the plan included in the
Stipulation is in the public interest. We find that, based on the record, the
rates that will result from the plan adopted herein will be just and reasonable,
and that the plan protects the public interest, will not unreasonably prejudice
or disadvantage any customer or class of customers, and will not jeopardize the
continuation of reliable electric service.

         For Virginia Power's customers, the agreement means savings, over a
five-year period, that total over $700 million in refunds and rate reductions.
Customers will receive in the near future significant refunds totaling well over
$150 million and a phased-in rate reduction that when fully implemented will
reduce rates by $150 million per year. These measures provide significant
economic benefits to the Commonwealth and to its people and businesses. In
addition, the requirement of write-offs of at least $220 million of regulatory
assets means that ratepayers will not have to pay higher rates for the recovery
of these costs in the future. The agreement also provides that the Commission
shall ensure that jurisdictional customers receive the benefits of such
write-offs.

         As an additional safeguard, the plan provides that rate and other
changes can be considered if the public interest so requires, and the Commission
will continue to monitor and evaluate Virginia Power's rates and operations. As
for electric reliability, Virginia Power is required to maintain reliability at
levels no less than achieved in the past ten years, and there are additional
reliability provisions included in the agreement. We further expect service, not


                                       12
<PAGE>

just reliability, to remain at, or exceed, present levels. We recognize that a
rate plan could create incentives for Virginia Power to reduce expenses which
might adversely impact service to its customers. If we find a deterioration in
service, we will not hesitate to act to ensure that service is maintained at
least at current standards.

         The allocation of the refunds and reductions presented in the
Stipulation generally makes movement toward parity for the various customer
classes. However, after reviewing the allocation, we have determined the
allocation of refunds and rate reductions should be adjusted. We will adopt the
allocation that was included in our Notice to Parties dated July 16, 1998,
which, we note, is amply supported by the prefiled testimony admitted into
evidence in this case.(7) In making this finding, we are not adopting any
particular cost allocation methodology. We considered all methods and the
testimony supporting each, as well as the allocation proposed in the Stipulation
and the recommendations and proposals contained in the comments filed before and
after the hearing.

         We find that the proposal of SELC to modify the Stipulation by
requiring Virginia Power to fund $20 million annually for certain energy
efficiency programs is an appropriate issue for consideration. We do not,
however, adopt it in this proceeding. We cannot find that it is in the public
interest to reduce or delay refunds and rate reductions in this proceeding based
on the record before us. However, we believe it is appropriate in the future to

- ---------------
(7) The Commission has considerable discretion in allocating revenue
requirement. See Apartment House Council v. Potomac Elec. Power Co., 215 Va. 291
(1974); Westvaco Corp. v. Columbia Gas, 230 Va. 451 (1986).


                                       13
<PAGE>

consider development of new energy efficiency programs and to review for
possible modification or elimination existing programs that may tend to promote
load growth.

         We further find that the Company's method used in designing rates, as
evidenced in Exhibit 1 to its comments filed July 2, 1998, is appropriate.
Consequently, we will direct Virginia Power to use this method in re-designing
rates to reflect the modified class revenue reductions ordered herein.

         While the plan, as modified and otherwise adopted herein, determines
significant revenue and allocation issues, many complex issues raised in this
proceeding remain unresolved. These issues have been, and will continue to be,
subject to litigation. In our Order of June 17, 1998, we requested the parties
to identify those issues remaining in this docket and to propose new or existing
dockets for their ultimate resolution. Parties responding identified both issues
generally and specific testimony on those remaining issues. Several parties
cited two existing dockets as the appropriate forum for disposition of certain
issues: Case No. PUE950089, our proceeding reviewing and considering Commission
policy regarding restructuring of and competition in the electric utility
industry; and Case No. PUE980138, the proceeding related to independent system
operators, regional power exchanges, and retail access pilot programs.

         We will direct that prefiled testimony in this docket also be filed in
other dockets in the manner as set forth in the Appendix to this Order. Changes
and/or additions to these transfers and related issues may be made by the


                                       14
<PAGE>

Commission upon motion of Staff or any party in other proceedings, and the
Commission may in the future order that changes be made in the issues under
consideration in specific dockets. We may also, in the future, establish a new
docket for consideration of one or more issues.

         IT IS THEREFORE ORDERED THAT:

         (1) The regulatory plan for Virginia Power contained in the
Stipulation, as modified by the Commission in our Notice to Parties of July 16,
1998, is ADOPTED.

         (2) The Company shall file with the Commission revised rate schedules
designed to collect annual revenues from each class in the amounts as modified
and approved by the Commission herein.

         (3) Certain prefiled testimony in this docket shall also be filed in
other Commission dockets as set forth in the Appendix to this Order.

         (4) On or before November 2, 1998, Virginia Power shall refund, with
interest as directed below, all revenues collected from the application of the
interim rates which were effective for service beginning March 1, 1997, to the
extent that such revenues exceeded the revenues which would have been produced
by the rates approved herein.

         (5) Interest upon the ordered refunds shall be computed from the date
payment of each monthly bill was due during the interim period until the date
refunds are made, at an average prime rate for each calendar quarter. The
applicable average prime rate for each calendar quarter shall be the arithmetic


                                       15
<PAGE>

mean, to the nearest one-hundredth of one percent, of the prime rate values
published in the Federal Reserve Bulletin, or in the Federal Reserve's Selected
Interest Rates ("Selected Interest Rates") (Statistical Release G.13), for the
three months of the preceding calendar quarter.

         (6) The interest required to be paid shall be compounded quarterly;

         (7) The refunds ordered in Paragraph (4) above, may be accomplished by
credit to the appropriate customer's account for current customers (each such
refund category being shown separately on each customer's bill). Refunds to
former customers shall be made by a check to the last known address of such
customers when the refund amount is $1 or more. Virginia Power may offset the
credit or refund to the extent no dispute exists regarding the outstanding
balances of its current customers, or customers who are no longer on its system.
To the extent that outstanding balances of such customers are disputed, no
offset shall be permitted for the disputed portion. Virginia Power may retain
refunds owed to former customers when such refund amount is less than $1;
however, the Company will prepare and maintain a list detailing each of the
former accounts for which refunds are less than $1, and in the event such former
customers contact the Company and request refunds, such refunds shall be made
promptly. All unclaimed refunds shall be handled in accordance with ss.
55-210.6:2 of the Code of Virginia.

         (8) On or before December 30, 1998, Virginia Power shall file with the
Staff a document showing that all refunds have been lawfully made pursuant to
this Order and itemizing the cost of the refund and accounts charged. Such


                                       16
<PAGE>

itemization of costs shall include, inter alia, computer costs, and the
personnel-hours, associated salaries and cost for verifying and correcting the
refund methodology and developing the computer program.

         (9) Virginia Power shall bear all costs of the refunding directed in
this Order. (10) There being nothing further to come before the Commission, this
matter shall be removed from the docket and the papers placed in the file for
ended causes.

         AN ATTESTED COPY hereof shall be sent by the Clerk of the Commission
to: Pamela Johnson, Esquire, Virginia Electric and Power Company, P.O. Box
26666, Richmond, Virginia 23261; Judith Williams Jagdmann, Deputy Attorney
General, Division of Consumer Counsel, Office of Attorney General, 900 East Main
Street, Richmond, Virginia 23219; William S. Bilenky, Esquire, 8133 Forest Hill
Avenue, Suite 101, Richmond, Virginia 23235; R. Peter Lalor, Commonwealth Power
Corporation, 3 Koger Center, Suite 213, Norfolk, Virginia 23502; Edward L.
Petrini, Esquire, Christian & Barton, 909 East Main Street, Suite 1200,
Richmond, Virginia 23219-3095; Kenneth G. Hurwitz, Venable, Baetjer, Howard &
Civiletti, LLP, 1201 New York Avenue, N.W., Washington, D.C. 20005-3917; Jean
Ann Fox, 114 Coachman Drive, Yorktown, Virginia 23693; Donald A. Fickenscher,
Virginia Natural Gas, Inc., 5100 East Virginia Beach Boulevard, Norfolk,
Virginia 23502-3488; Jeffrey M. Gleason, Southern Environmental Law Center, 201


                                       17
<PAGE>

West Main Street, Suite 14, Charlottesville, Virginia 22902; Marc C. Hebert,
Esquire, Enron Capital and Trade Resource, 2000 K Street, N.W., Suite 500,
Washington, D.C. 20006-1872; Michael L. Sarahan, Assistant City Attorney, Office
of the City Attorney, 900 East Broad Street, Suite 300, Richmond, Virginia
23219; Frann G. Francis, Esquire, Apartment and Office Building Association,
1050 17th Street, N.W., Suite 300, Washington, D.C. 20036; Kerri L. Boyer,
Esquire, Multitrade of Pittsylvania, 5301 Wisconsin Avenue, N.W., Washington
D.C. 20015; Dennis R. Bates, Esquire, Senior Assistant County Attorney, Fairfax
County, 12000 Government Center Parkway, Suite 549, Fairfax, Virginia
22035-0064; Jon L. Praed, Esquire, Latham & Watkins, 1001 Pennsylvania Avenue,
N.W., Washington, D.C. 20004; Robert L. Daileader, Jr., Esquire, Ogden Martin
Systems of Alexandria, One Thomas Circle, Suite 700, Washington, D.C.
20005-5802; John H. Bucy, II, Coalition for Equitable Rates, 106 East Sixth
Street, Suite 900, Austin, Texas 78701; Johnson Kanady, III, Esquire, VHM, Inc.,
100 Shockoe Slip, Richmond, Virginia 23219-4140; Frederick H. Ritts, Esquire,
Philip Morris USA, 1025 Thomas Jefferson Street, Washington, D.C. 20007; Donald
R. Hayes, Esquire, Washington Gas Light Company, 1100 H Street, N.W.,
Washington, D.C. 20080; Kenworth E. Lion, Jr., Esquire, Lion Law Offices, 6501
Mechanicsville Turnpike, Suite 105, Mechanicsville, Virginia 23111; Michael
Quinan, Esquire, and Anthony Gambardella, Esquire, Woods, Rogers & Hazlegrove,


                                       18
<PAGE>

P.L.C., 823 East Main Street, Suite 1200, Richmond, Virginia 23219; John Pirko,
Esquire, Virginia, Maryland & Delaware Association, 4201 Dominion Boulevard,
Suite 200, Glen Allen, Virginia 23060; David Boies, Esquire, Doswell Limited
Partnership, 5301 Wisconsin Avenue, N.W., Washington, D.C. 20015; Archibald
Wallace, III, Sands, Anderson, Marks & Miller, P.O. Box 1998, Richmond, Virginia
23218-1998; JoAnne L. Nolte, Esquire, Durrette, Irvin & Bradshaw, P.C.,
Twentieth Floor, Main Street Centre, 600 East Main Street, Richmond, Virginia
23219; Evans B. Brasfield, Esquire, Hunton & Williams, Riverfront Plaza, East
Tower, 951 East Byrd Street, Richmond, Virginia 23219-4074; William G. Thomas,
Esquire, 510 King Street, Suite 200, Alexandria, Virginia 22314; Lisa Yoho,
Enron Corporation, 1775 I Street, N.W., Suite 800, Washington, D.C. 20006; Mary
A. Hamm, Northern Virginia Electric Cooperative, 10323 Lomond Drive, Manassas,
Virginia; James C. Roberts, Esquire, Mays & Valentine, P.O. Box 1122, Richmond,
Virginia 23218-1122; and to the Commission's Divisions of Energy Regulation,
Economics and Finance, and Public Utility Accounting.


                                       19
<PAGE>

                                                                        APPENDIX

                        TRANSFER OF TESTIMONY AND ISSUES
                    IN CASES NO. PUE960036 AND NO. PUE960296(1)

Staff Witness Pippert:

Financial issues related to restructuring to PUE980138

Staff Witness Watkins:
Class cost of service studies and

Class time-differentiated fuel analysis to PUE980138

Staff Witness Walker:
Rate unbundling to PUE980138

Stranded cost allocation to PUE950089

Staff Witness Lamm:
NUG contracts to PUE950089

VEPCO Witness Rigsby:

Stranded costs and NUG contracts to PUE950089

VEPCO Witness Ellis:
NUG contracts to PUE950089

VEPCO Witness Asselstine:
Stranded issues to PUE950089

VEPCO Witness Kolbe:

Financial issues and stranded costs to PUE950089

VEPCO Witness Wright:
Stranded costs to PUE950089

VEPCO Witness Hyman:

Reliability of electric service to PUE950089

VEPCO Witness Schools:

Financial data, revenue requirement and fuel factor to PUE950089

VEPCO Witness Hilton:
Stranded cost recovery to PUE950089

VEPCO Witness Evans:

Functionalized class cost of service to support unbundled rates to PUE980138

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(1) Testimony is retained in consolidated Case No. PUE960296 and deemed filed in
other dockets as indicated.


<PAGE>

Consumer Counsel Witness Liebold:
Market power and transmission issues to PUE980138

Consumer Counsel Witness Norwood:
NUG contracts and fuel adjustment clause to PUE950089

VCFUR Witnesses Iverson and Malmsjo:
Stranded costs to PUE950089

VCFUR Witness Pollock:
Unbundled rates to PUE980138

VIPP Witness Roach:
Stranded costs to PUE950089

VIPP Witnesses Pagano and Shanker:
NUG contracts to PUE950089

SELC Witness Marcus:

NUG contracts, stranded costs, and energy efficiency issues to PUE950089

Potomac Edison Witness Vanco:
Restructuring issues to PUE950089

VMH Witness Colton
Service issues to PUE950089


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