As filed with the Securities and Exchange Commission on December 21, 1998
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 (I.R.S. Employer Identification No.)
incorporation or organization)
100 TREDEGAR STREET, RICHMOND, VIRGINIA 23219
(Address of principal executive office, including zip code)
DOMINION RESOURCES, INC.
DIRECTORS' DEFERRED CASH COMPENSATION PLAN
(Full Title of the Plan)
Patricia A. Wilkerson, Corporate Secretary
W. H. Riggs, Jr., Assistant Corporate Secretary
DOMINION RESOURCES, INC.
100 Tredegar Street, Richmond, Virginia 23219
(Name and address of agent for service)
(804) 819-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE (1)
Proposed Proposed Amount
Maximum Maximum of
Title of Each Class Amount Offering Aggregate Registration
of Securities to be to be Price Offering Fee
Registered Registered Per Unit Price
Deferred Compensation
Obligations(2) . . . . . $16,000,000 100 percent $16,000,000|
Common Stock, without par | $9,653.55
value . . . . . . . . . . 400,000 $46.8125 per 18,725,000|
shares share
__________
(1)Estimated solely for the purpose of determining the registration fee and
calculated in accordance with Rule 457 and specifically relating to the Common
Stock fee which is based on the average of the high and low prices reported on
the New York Stock Exchange composite tape by The Wall Street Journal for
December 16,1998.
(2) The Deferred Compensation Obligations are unsecured obligations of the
registrant under the Dominion Resources, Inc. Directors' Deferred Cash
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 the 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,
1997; (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998; and (iii) the description of the
Dominion Resources' Common Stock (the Common Stock) in the Dominion Resources'
registration statement on Form 8-B (Item 4), dated April 29, 1983, including
any amendments and reports filed for the purpose of updating such description.
In addition, all documents filed by Dominion Resources pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), after the date of the Prospectus and prior to the
filing of a post-effective amendment that indicates that all securities
offered hereby have been sold or that deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing such
documents.
Item 4. Description of Securities.
Not applicable for the Common Stock offered by this registration
statement.
However, under the Dominion Resources Directors' Deferred Cash
Compensation Plan (the Plan), Dominion Resources will provide eligible
Directors 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
reorganization 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 Deferral 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 the Company 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 the Company and (2) the Company
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 James F. Stutts, 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 James F. Stutts, Esq. (included in Exhibit 5).
99 -- Dominion Resources, Inc. Directors' Deferred Cash 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
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<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 21st day of December 1998.
DOMINION RESOURCES, INC.
By /s/THOS. E. CAPPS
(Thos. E. Capps, Chairman of the
Board of Directors, President and
Chief Executive Officer)
Pursuant to requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
and on the 21st day of December 1998. The officers and directors whose
signatures appear below hereby constitute James F. Stutts, Patricia A.
Wilkerson or W. H. Riggs, Jr., any of whom may act, as their true and lawful
attorneys-in-fact, with full power to sign on their behalf individually and in
each capacity stated below and file all amendments and post-effective
amendments to the registration statement making such changes in the
registration statement as the registrant deems appropriate, and generally to
do all things in their name and in their capacities as officers and directors
to enable the registrant to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange Commission.
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 and Chief Executive Officer
/s/BENJAMIN J. LAMBERT, III
Benjamin J. Lambert, III Director
/s/RICHARD L. LEATHERWOOD
Richard L. Leatherwood Director
/s/HARVEY L. LINDSAY, JR.
Harvey L. Lindsay, Jr. Director
/s/K. A. RANDALL
K. A. Randall Director<PAGE>
Signature Title
/s/WILLIAM T. ROOS
William T. Roos Director
/s/FRANK S. ROYAL
Frank S. Royal Director
/s/JUDITH B. WARRICK
Judith B. Warrick Director
/s/S. DALLAS SIMMONS
S. Dallas Simmons Director
/s/ROBERT H. SPILMAN
Robert H. Spilman Director
/s/E. M. ROACH, JR.
E. M. Roach, Jr. Executive Vice President
(Chief Financial Officer)
/s/J. L. TRUEHEART
J. L. Trueheart Sr. Vice President and Controller
(Principal Accounting Officer)
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 James F. Stutts, 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 James F. Stutts, Esq., Vice President
and General Counsel of Dominion Resources, Inc.
(contained in Exhibit 5).
99 Dominion Resources, Inc. Directors' Deferred Cash
Compensation Plan (filed herewith).
Exhibit 5
December 21, 1998
Board of Directors
Dominion Resources, Inc.
P. O. Box 26532
Richmond, Virginia 23261
Dear Sir/Madam:
I am Vice President and General Counsel of Dominion Resources, Inc. (the
Company), and I have advised the Company in connection with the registration,
pursuant to a Registration Statement on Form S-8 being filed with the
Securities and Exchange Commission under the Securities Act of 1933 of 400,000
shares of the Company's Common Stock, without par value (the Common Stock),
which have been reserved for issuance pursuant to the Dominion Resources, Inc.
Directors' Deferred Cash Compensation Plan (the Plan) and $16,000,000 of
deferred compensation obligations (the Obligations) which will represent
insured obligations of the Company to pay deferred compensation in the future
in accordance with the terms of the Plan. In connection with the filing of
the Registration Statement, you have requested my opinion concerning certain
corporate matters.
I am of the opinion that the issuance of Common Stock has been duly authorized
and when issued in accordance with the terms and provisions of the Plan, the
shares of Common Stock will be legally issued, fully paid and nonassessable. 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 accordance 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. In giving this consent, I do not thereby admit that I
am within the category of persons where consent is required under Section 7 of
the Securities Act of 1933 and the rules and regulations thereunder.
Very truly yours,
/s/JAMES F. STUTTS, ESQ.
James F. Stutts, Esq.
Vice President and General Counsel
Exhibit 23(i)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Dominion Resources, Inc. on Form S-8 of our report dated February 9, 1998
incorporated by reference in the Annual Report on Form 10-K of Dominion
Resources, Inc. for the year ended December 31, 1997.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Richmond, Virginia
December 21, 1998
Exhibit 99
DOMINION RESOURCES, INC.
DIRECTORS' DEFERRED CASH COMPENSATION PLAN
Dated July 1, 1986,
As Amended and Restated
Effective February 20, 1998
For the Directors of:
Dominion Resources, Inc.
Virginia Electric and Power Company
Dominion Capital, Inc.
Dominion Energy, Inc.
<PAGE>
TABLE OF CONTENTS
Section Page
1. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . 3
4. DEFERRAL ELECTION . . . . . . . . . . . . . . . . . . . . . . 3
5. EFFECT OF NO ELECTION . . . . . . . . . . . . . . . . . . . . 4
6. DEFERRED CASH BENEFITS. . . . . . . . . . . . . . . . . . . . 5
7. DEFERRED STOCK BENEFITS . . . . . . . . . . . . . . . . . . . 5
8. DISTRIBUTION OF DEFERRED BENEFITS . . . . . . . . . . . . . . 6
9. HARDSHIP DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . 8
10. COMPANY'S OBLIGATION. . . . . . . . . . . . . . . . . . . . . 8
11. CONTROL BY PARTICIPANT. . . . . . . . . . . . . . . . . . . . 9
12. CLAIMS AGAINST PARTICIPANT'S BENEFITS . . . . . . . . . . . . 9
13. AMENDMENT OR TERMINATION. . . . . . . . . . . . . . . . . . . 9
14. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . .10
15. WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . .10
16. CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . . . . .10
17. CORPORATE AND COMMITTEE ACTIONS AND RESPONSIBILITIES. . . . .10
<PAGE>
1 PURPOSE. The Dominion Resources, Inc. Director's Deferred Compensation
Plan (the "Plan"), is intended to constitute a deferred compensation
plan for directors' fees in accordance with Revenue Ruling 71-419, 1971-2
C.B. 220.
2 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 designated on a Beneficiary Designation Form by a
Participant as allowed in subsection 88 to receive Deferred
Benefits. If there is no valid designation by the Participant, or
if the designated Beneficiary or Beneficiaries fail to survive the
Participant or otherwise fail to take the benefit, the
Participant's Beneficiary is the first of the following who
survives 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 other
surviving issue, per stirpes; the Participant's parents; and the
Participant's estate.
(b) Beneficiary Designation Form means a form acceptable to the
Chairman of the Committee or his designee used by a Participant
according to this Plan to name the Participant's Beneficiary or
Beneficiaries who will receive Deferred Benefits under this Plan on
account of the Participant's death.
(c) Board means the board of directors of the Company, according to law
and to each entity's governing documents.
(d) Committee means the Organization and Compensation Committee of
Dominion in the case of a DRI Participant or his Beneficiary, and
the Organization and Compensation Committee of Virginia Electric
and Power Company, in the case of a Virginia Power Participant or
his Beneficiary; provided, however, that all determinations
involving the Deferred Stock Account of a Participant who is not an
Unrestricted Participant shall be subject to the approval of the
Organization and Compensation Committee of Dominion.
(e) Company means Dominion Resources, Inc; Virginia Electric and Power
Company; and any of their affiliates that with approval of the
board of directors of Dominion Resources, Inc. adopt or have
adopted this Plan; any successor business by merger, purchase, or
otherwise that maintains the Plan; or any predecessor business or
employer that has maintained the Plan.
(f) Compensation means a Director's Meeting Fees and Retainer Fees for
the Deferral Year.
(g) Deferral Election Form means a document governed by the provisions
of section 4 of this Plan, including the portion that is the
Distribution Election Form and the related Beneficiary Designation
Form that applies to all of that Participant's Deferred Benefits
under the Plan.
(h) Deferral Year means a calendar year for which a Director has an
operative Deferral Election Form.
(i) Deferred Benefit means either a Deferred Cash Benefit or a Deferred
Stock Benefit under the Plan for a Participant who has submitted an
operative Deferral Election Form pursuant to section 4 of this
Plan.
(j) Deferred Cash Account means that bookkeeping record established for
each Participant who elects a Deferred Cash Benefit under this
Plan. A Deferred Cash Account is established only for purposes of
measuring a Deferred Cash Benefit and not to segregate assets or to
identify assets that may or must be used to satisfy a Deferred Cash
Benefit. A Deferred Cash Account will be credited with the
Participant's Compensation deferred as a Deferred Cash Benefit
according to a Deferral Election Form and according to section 6 of
this Plan. A Deferred Cash Account will be credited periodically
with amounts based upon interest rates established by the Committee
under subsection 6(b) of this Plan.
(k) Deferred Cash Benefit means the Deferred Benefit elected by a
Participant under section 4 that results in payments governed by
sections 6 and 8 of this Plan.
(l) Deferred Stock Account means that bookkeeping record established
for each Participant who elects a Deferred Stock Benefit under this
Plan. A Deferred Stock Account is established only for purposes of
measuring a Deferred Stock Benefit and not to segregate assets or
to identify assets that may or must be used to satisfy a Deferred
Stock Benefit. A Deferred Stock Account will be credited with the
Participant's Compensation deferred as a Deferred Stock Benefit
according to a Deferral Election Form and according to section 7 of
this Plan. A Deferred Stock Account will be credited periodically
with amounts determined by the Committee under subsection 7(b) of
this Plan.
(m) Deferred Stock Benefit means the Deferred Benefit elected by a
Participant under section 4 that results in payments governed by
sections 7 and 8 of this Plan.
(n) Director means a duly elected or appointed member of the Board who
is eligible to participate in this Plan according to criteria which
may from time to time be adopted by that Company.
(o) Distribution Election Form means that part of a Deferral Election
Form used by a Participant according to this Plan to establish the
duration of deferral and the frequency of payments of a Deferred
Benefit. If a Deferred Benefit has no Distribution Election Form
that is operative according to section 4 of this Plan, distribution
of that Deferred Benefit is governed by section 8(b) of this Plan.
(p) Dominion means Dominion Resources, Inc.
(q) DRI Participant means a Participant to the extent that the
Participant deferred Compensation under this Plan that was payable
by Dominion or another Company that is a nonregulated subsidiary of
Dominion.
(r) Election Date means the date established by this Plan as the date
before which a Director must submit a valid Deferral Election Form
to the Committee. For each Deferral Year, the Election Date is
December 31 of the preceding calendar year. However, for an
individual who becomes a Director during a Deferral Year, the
Election Date is the thirtieth day following the date that he
becomes a Director. Despite the two preceding sentences, the
Committee may set an earlier date as the Election Date for any
Deferral Year.
(s) Meeting Fees means the portion of a Director's Compensation that is
based upon the Director's attendance at Board meetings and meetings
of the Company's committees, according to the Company's established
rules and procedures for compensating Directors.
(t) Participant means, with respect to any Deferral Year, a Director
whose Deferral Election Form is operative for that Deferral Year.
(u) Plan means the Dominion Resources, Inc. Directors' Deferred
Compensation Plan.
(v) Retainer Fee means that portion of a Director's Cash Compensation
that is fixed and paid without regard to the Director's attendance
at meetings.
(w) Terminate, Terminating, or Termination, with respect to a
Participant, mean cessation of the Participant's relationship with
the Company as a Director whether by death, disability or severance
for any other reason. Unless the Committee determines otherwise in
its sole discretion, Terminate, Terminating, or Termination do not
include situations where the Participant continues to be employed
by a Company or a Director on the Board of a Company.
(x) Unrestricted Participant means a Participant who is not subject to
the reporting requirements and other provisions of Section 16 of
the Securities Exchange Act of 1934 with respect to Dominion.
(y) Virginia Power Participant means a Participant to the extent that
the Participant deferred Compensation under this Plan that was
payable by Virginia Electric and Power Company.
3 PARTICIPATION. A Member becomes a Participant with respect to a
Deferred Benefit by filing a valid Deferral Election Form according to
section 4 on or before the Election Date for that Deferral Year, but
only if his Deferral Election Form is operative according to section 4.
4 DEFERRAL ELECTION. A deferral election is valid when a Deferral
Election Form is completed, signed by the electing Director, and
received by the Committee Chairman or the Committee Chairman's delegate.
Deferral elections are governed by the provisions of this section.
(a) A Participant may elect a Deferred Benefit for any Deferral Year if
that person is a Director at the beginning of that Deferral Year or
becomes a Director during that Deferral Year.
(b) Before each Deferral Year's Election Date, each Director will be
provided with a Deferral Election Form and a Beneficiary
Designation Form. Under the Deferral Election Form for a single
Deferral Year, a Director may elect on or before the Election Date
to defer the receipt of all or part of the Director's Retainer Fee
(in 10% increments) or the Director's Meeting Fees (in 10%
increments), or both for the Deferral Year. Under the Deferral
Election Form for a single Deferral Year, a Director may elect on
or before the Election Date to defer receipt of all or part of the
Director's Retainer Fee (in 10% increments) payable in specified
calendar quarters of the Deferral Year or all or part of the
Director's Meeting Fees (in 10% increments) payable in specified
calendar quarters of the Deferral Year, or both.
(c) A Participant's Deferral Election Form for the Participant's
Retainer Fee may specify either a Deferred Cash Benefit (in 10%
increments of the deferred amount) or a Deferred Stock Benefit (in
10% increments of the deferred amount), or a combination thereof
and for the Participant's Meeting Fees may specify a Deferred Cash
Benefit (in 10% increments of the amount deferred) or a Deferred
Stock Benefit (in 10% increments of the amount deferred), or a
combination thereof.
(d) If a Participant is a Director for more than one Company, the
Participant's Deferral Election Form shall apply to all the
Participant's Meeting Fees, Retainer Fees or Compensation (based on
the percentages indicated by the Participant on the Deferral
Election Form) payable to the Participant as a Director; provided
that the Participant may, with the permission of the Committee,
complete a separate Deferral Election Form covering such fees
payable to the Participant as a Director from each such Company.
(e) Except as provided in this subsection and in the situation
described in subsection 13(b) of this Plan and subsections 6(c) and
7(c), a Participant may not elect to convert a Deferred Cash
Benefit to a Deferred Stock Benefit or to convert a Deferred Stock
Benefit to a Deferred Cash Benefit. If a Participant's election of
a Deferred Stock Benefit is subject to the contingency described in
subsection 13(b) of this Plan, the Participant may file a Deferred
Cash Benefit/Deferred Stock Benefit Election Form for the affected
Deferral Year (or part thereof) on or before the designated
Election Date and elect to convert a Deferred Cash Benefit into a
Deferred Stock Benefit as of the effective date of the Plan
provision relating to Deferred Stock Benefits, determined under
subsection 13(b).
(f) Each Distribution Election Form is part of the Deferral Election
Form on which it appears or to which it states that it is related.
The Committee may allow a Participant to file one Distribution
Election Form for all of the Participant's Deferred Cash Benefits,
all of the Participant's Deferred Stock Benefits or all of the
Participant's Deferred Benefits. The provisions of section 8(b) of
this Plan apply to any Deferred Benefit under this Plan if there is
no operative Distribution Election Form for that Deferred Benefit.
(g) If it does so before the last business day of the Deferral Year,
the Committee may reject any Deferral Election Form or any
Distribution Election Form or both, and the Committee is not
required to state a reason for any rejection. The Committee may
modify any Distribution Election Form at any time to the extent
necessary to comply with any federal securities laws or
regulations. However, the Committee's rejection of any Deferral
Election Form or any Distribution Election Form or the Committee's
modification of any Distribution Election Form must be based upon
action taken without regard to any vote of the Director whose
Deferral Election Form or Distribution Election Form is under
consideration, and the Committee's rejections must be made on a
uniform basis with respect to similarly situated Directors. If the
Committee rejects a Deferral Election Form, the Director must be
paid the amounts that the Director would then have been entitled to
receive if the Director had not submitted the rejected Deferral
Election Form.
(h) A Director 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 is the same as
a failure to submit a Deferral Election Form or a Distribution
Election Form. Any writing signed by a Participant expressing an
intention to revoke a Deferral Election Form or a related
Distribution Election Form and delivered to a member of the
Committee before the close of business on the relevant Election
Date is a revocation.
5 EFFECT OF NO ELECTION. A Director who has not submitted a valid
Deferral Election Form to the Committee on or before the relevant
Election Date may not defer any part of the Director's Compensation for
the Deferral Year under this Plan. The Deferred Benefit of a Director
who submits a valid Deferral Election Form but fails to submit a valid
Distribution Election Form for that Deferred Benefit before the relevant
Election Date or who otherwise has no valid Distribution Election Form
for that Deferred Benefit is governed by section 8(b).
<PAGE>
6 DEFERRED CASH BENEFITS.
(a) Deferred Cash Benefits will be set up in a Deferred Cash Account
for each Participant and credited with interest at rates determined
by the Committee. Deferred Cash Benefits are credited to the
applicable Participant's Deferred Cash Account as of the day they
would have been paid but for the deferral or, in the case of an
Unrestricted Participant's transfer of an amount from the
Unrestricted Participant's Deferred Stock Account pursuant to
subsection 7(c), the date that the Unrestricted Participant's
written transfer direction is received by the Committee or its
designate. Interest is credited on the first day of each month
based on the Deferred Cash Account balance at the end of the
preceding day.
(b) Interest will be credited to Deferred Cash Accounts based on
average three-month United States Treasury Bill rates (equivalent
yield, not discount yield) as published by the Federal Reserve
Board. The applicable rate for each month will be determined on
the last business day of the previous month. Those interest rates
will apply prospectively for all current and future Deferred Cash
Account balances until the basis on which interest is determined is
changed by the Committee. Interest credits are accrued monthly on
accumulated Deferred Cash Accounts. Interest is accrued through
the end of the month preceding the month of distribution of a
Deferred Cash Benefit.
(c) If a Participant elects under the second sentence of subsection
4(e) of this Plan to convert a Deferred Cash Benefit into a
Deferred Stock Benefit, the Participant's Deferred Cash Account
will be converted to a Deferred Stock Account governed by section 7
of this Plan as of the date the Plan's provisions relating to
Deferred Stock Benefits become effective for purposes of the
Participant's election. In addition, once during each calendar
year an Unrestricted Participant may transfer all or part (in 10%
increments) of the Unrestricted Participant's Deferred Cash Account
to the Unrestricted Participant's Deferred Stock Account.
7 DEFERRED STOCK BENEFITS. Subject to subsection 13(b) of this Plan,
electing Participants' Deferred Stock Benefits are governed by this
section.
(a) Deferred Stock Benefits will be set up in a Deferred Stock Account
for each electing Participant and credited with earnings at rates
determined by the Committee. A Deferred Stock Benefit attributable
to a Retainer Fee is credited to the Participant's Deferred Stock
Account on the last day of each calendar quarter of the Deferral
Year. A Deferred Stock Benefit attributable to a Meeting Fee is
credited to the Participant's Deferred Stock Account on the last
day of the month in which a meeting occurs. A Deferred Stock
Benefit attributable to an Unrestricted Participant's transfer of
an amount from the Unrestricted Participant's Deferred Cash Account
to the Unrestricted Participant's Deferred Stock Account pursuant
to subsection 7(c), the transferred amount is credited to the
Participant's Deferred Stock Account on the date that the
Unrestricted Participant's written transfer direction is received
by the Committee or its designate.
(b) Rates established by the Committee as the basis for additional
credits to Deferred Stock Accounts will be variable rates equal to
the value of dividends paid on Dominion common stock when the
additional credit is made. The value of a Deferred Stock Account
at any relevant time equals the value of the shares of Dominion
common stock as if the Compensation deferred by the Participant
under the Plan and any additional credits under this subsection had
been used to purchase Dominion common stock on the date those
amounts were credited to the Deferred Stock Account. Additional
credits are credited on the last day of each calendar quarter on
accumulated Deferred Stock Accounts. Additional credits are
accrued through the end of the year preceding the year of
distribution of a Deferred Stock Benefit.
(c) Once during each calendar year an Unrestricted Participant may
transfer all or part (in 10% increments) of the Unrestricted
Participant's Deferred Stock Account to the Unrestricted
Participant's Deferred Cash Account.
(d) If a trust is established under subsections 10(b) and 13(c) of this
Plan, an electing Participant may instruct the trustee under the
governing trust agreement how to vote shares of Dominion common
stock allocated to that Participant's separate account under the
trust according to this subsection and provisions of the governing
trust agreement. Before each annual or special meeting of the
Dominion shareholders, the trustee under the governing trust agree-
ment must furnish each Participant with a copy of the proxy
solicitation and other relevant material for the meeting as
furnished to the trustee by Dominion, and a form addressed to the
trustee requesting the Participant's confidential instructions on
how to vote shares of Dominion common stock allocated to that
Participant's account as of the valuation date established under
the governing trust agreement preceding the record date. Upon
receipt of those instructions, the trustee under the governing
trust agreement must vote such stock as instructed.
8 DISTRIBUTION OF DEFERRED BENEFITS.
(a) According to a Participant's Distribution Election Form, but
subject to Plan subsection 4(g), a Deferred Cash Benefit must be
distributed in cash. According to a Participant's Distribution
Election Form, but subject to Plan subsection 4(g), a Deferred
Stock Benefit must be distributed in shares of Dominion common
stock equal in value to the value of the Participant's Deferred
Stock Account on the last day of the month preceding the month of
distribution. However, cash must be paid in lieu of fractional
shares of Dominion common stock otherwise distributable. According
to the procedures of Plan subsection 4(g), the Committee may modify
any Participant's Distribution Election Form to prevent any
distribution of Dominion common stock to pay a Deferred Stock
Benefit if the total number of shares of such stock distributed
under this Plan after such distribution would exceed 100,000 shares
times the number of Participants in the Plan on the relevant date.
(b) Except for distributions triggered by a Participant's disability,
Deferred Benefits will be paid in a lump sum unless the
Participant's Distribution Election Form specifies installment
payments over 10 years. For a Deferred Cash Benefit payable in
installments, interest credits under Plan subsection 6(b) continue
to accrue on the unpaid balance of a Deferred Cash Account. For a
Deferred Stock Benefit payable in installments, additional credits
under Plan subsection 7(b) do not accrue on the unpaid balance of a
Deferred Stock Account after the year preceding the year in which
payments begin. Instead, any additional credits that would have
been credited to a Deferred Stock Account are payable to the
applicable Participant in cash on the date that they would
otherwise have been credited.
If a Participant Terminates as a result of disability, Deferred
Benefits will be paid to such Participant in installment payments
over a period of 10 years commencing on the date the Participant's
disability is certified by the Committee unless the Committee, in
its sole discretion, approves a longer or shorter payment period.
If, after the Participant's Termination as a result of disability,
such Participant recovers before the balance of the Participant's
Deferred Cash and Deferred Stock Accounts under the Plan are
exhausted, the Participant's distributions will be discontinued and
any remaining Deferred Benefits under the Plan will be governed by
the provisions of this section and the Participant's Distribution
Election Forms.
Unless otherwise specified in a Participant's Distribution Election
Form, any lump sum payment will be paid or installment payments
will begin to be paid on the February 15 of the year after the
Participant's sixty-fifth birthday or on the February 15 of the
year after the Participant's Termination, if earlier. For
distributions that would automatically be caused under the
preceding sentence by a Participant's Termination (other than by
death or disability) or for distributions that would otherwise
automatically begin because a Participant reaches age sixty-five,
the Participant may elect on his Distribution Election Form that
payments are to begin
(i) on the February 15 following the Participant's
Termination, without regard to the Participant's age; or
(ii) on the February 15 following the Participant's
Termination and the Participant's attainment of a specified age; or
(iii) even if the Participant does not Terminate, on the
February 15 following attainment of a specified age.
For purposes of these distribution election alternatives, the
specified age must be not less than the Participant's age two years
from the Election Date pertaining to the applicable Deferral Year
and not greater than the age at which there are no earnings
limitations in order to receive full social security benefits
(currently age 70). With the consent of the Committee (which shall
be given or withheld in its sole discretion), an Unrestricted
Participant may amend the Unrestricted Participant's Distribution
Election Form to accelerate or postpone the commencement of
benefits if (i) in the case of a postponed distribution, the
amendment is approved by the Committee before the calendar year in
which benefit payments are scheduled to begin and (ii) in the case
of a postponed or accelerated distribution, the amended payment
date conforms to the requirements of the Plan.
(c) Deferred Benefits may not be assigned by a Participant or
Beneficiary. A Participant may use only one Beneficiary
Designation Form to designate one or more Beneficiaries for all of
the Participant's Deferred Benefits under the Plan; such
designations are revocable. Each Beneficiary will receive the
Beneficiary's portion of the Participant's Deferred Cash Account
and Deferred Stock Account on February 15 of the year following the
Participant's death unless the Beneficiary's request for
accelerated payment is approved at the Committee's discretion under
section 10 of this Plan or unless the Beneficiary's request for a
different distribution schedule is received before distributions
begin and is approved at the Committee's discretion. The Committee
may insist that multiple Beneficiaries agree upon a single
distribution method.
(d) Any Dominion common stock distributed pursuant to the Plan shall
have been acquired by an "agent independent of the issuer" (i.e.,
the Company) within the meaning of 17 CFR 240.10b-18, as such
regulation is in effect on April 19, 1985. Such acquisitions may
be effected in all cases on the open market or, in the event that
the Company makes available newly issued common stock, directly
from the Company, provided that such common stock has been regis-
tered with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, or any successor thereto at the
time such purchase is made or an exemption from such registration
requirement is, in the opinion of counsel to the Company,
available.
9 HARDSHIP DISTRIBUTIONS.
(a) At its sole discretion and at the request of a Participant before
or after the Participant's Termination, or at the request of any of
the Participant's Beneficiaries after the Participant's death, the
Committee may accelerate and pay all or part of any amount
attributable to a Participant's Deferred Benefits under this Plan.
Except as provided in Plan subsection 8(b), accelerated
distributions may be allowed only in the event of a financial
emergency beyond the Participant's or Beneficiary's control and
only if disallowance of a distribution would create a severe
hardship for the Participant or Beneficiary. An accelerated
distribution must be limited to the amount determined by the
Committee to be necessary to satisfy the financial emergency.
(b) For purposes of an accelerated distribution of a Deferred Stock
Benefit under this section, the Deferred Stock Benefit's value is
determined by the value of the Deferred Stock Account at the time
of the distribution.
(c) Only cash distributions are permitted under this section.
Distributions under this section must first be made from the
Participant's Deferred Cash Account before accelerating the
distribution of any amount attributable to a Deferred Stock
Benefit.
(d) A distribution under this section is in lieu of that portion of the
Deferred Benefit that would have been paid otherwise. A Deferred
Cash Benefit is adjusted for a distribution under this section by
reducing the Participant's Deferred Cash Account balance by the
amount of the distribution. A Deferred Stock Benefit is adjusted
for a distribution under this section by reducing the value of the
Participant's Deferred Stock Account by the amount of the
distribution.
10 COMPANY'S OBLIGATION.
(a) The Plan is unfunded. A Deferred Benefit is at all times a mere
contractual obligation of the Company. A Participant and the
Participant's Beneficiaries have no right, title, or interest in
the Deferred Benefits or any claim against them. Except according
to Plan subsections 10(b) and 13(c), the Company will not segregate
any funds or assets for Deferred Benefits nor issue any notes or
security for the payment of any Deferred Benefit.
(b) Subject to Plan subsection 13(c), the Company may establish a
grantor trust and transfer to that trust shares of Dominion common
stock or other assets. Trust assets must be invested primarily in
Dominion common stock for the purpose of measuring the value of
Deferred Stock Accounts under the Plan to be distributed as
Deferred Stock Benefits in the form of Dominion common stock, plus
cash in lieu of fractional shares. The governing trust agreement
must require a separate account to be established for each electing
Participant. The governing trust agreement must also require that
all Company assets held in trust remain at all times subject to the
Company's judgment creditors.
11 CONTROL BY PARTICIPANT. A Participant has no control over Deferred
Benefits except according to the Participant's Deferral Election Forms,
Distribution Election Forms, and Beneficiary Designation Forms.
12 CLAIMS AGAINST PARTICIPANT'S BENEFITS. A Deferred Cash Account and a
Deferred Stock Account relating to a Participant under this Plan are not
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt to do so is
void. Deferred Benefits are not subject to attachment or legal process
for a Participant's debts or other obligations. Nothing contained in
this Plan gives any Participant any interest, lien, or claim against any
specific asset of the Company. A Participant or the Participant's Bene-
ficiary has no rights other than as a general creditor.
13 AMENDMENT OR TERMINATION. Except as otherwise provided in this section,
this Plan may be altered, amended, suspended, or terminated at any time
as to Dominion, Virginia Electric and Power Company, or any Company that
has adopted the Plan (pursuant to Plan subsection 2(e)) by that entity's
Board.
(a) The Plan shall be operated according to its terms (as amended
periodically) and as directed by the Committee until it is
effective. Once the Plan is effective, the Board of Dominion,
Virginia Electric and Power Company, or any Company that has
adopted the Plan (pursuant to Plan subsection 2(e)) may alter,
amend, suspend, or terminate this Plan at any time as it relates to
its Directors. However, except for a termination of the Plan
caused by the determination of the applicable Board that the laws
upon which the Plan is based have changed in a manner that negates
the Plan's objectives, that Board may not alter, amend, suspend, or
terminate this Plan without the majority consent of all Directors
who are Participants if that action would result either in a
distribution of all Deferred Benefits in any manner other than as
provided in this Plan or that would result in immediate taxation of
Deferred Benefits to Participants. Notwithstanding the preceding
sentence, if any amendment to the Plan, subsequent to the date the
Plan becomes effective, adversely affects Deferred Benefits elected
hereunder, after the effective date of any such amendment, and the
Internal Revenue Service declines to rule favorably on any such
amendment or to rule favorably only if the applicable Board makes
amendments to the Plan not acceptable to such Board, the Board of
each Company, in its sole discretion, may accelerate the
distribution of part or all amounts attributable to affected
Deferred Benefits due its Directors hereunder.
(b) This subsection applies if shareholder approval is required for any
or all elections by a Company's participating Directors of Deferred
Stock Benefits under the Plan. Despite Plan subsection 13(a), Plan
subsection 10(b) and all provisions of this Plan relating to
Deferred Stock Benefits as to a designated Participant are
effective only on the first day of the month following the month in
which (i) a sufficient majority of the appropriate entity's share-
holders, determined under applicable federal and state laws,
approves those Plan provisions as to that designated Participant;
or (ii) counsel selected by the Company determines that such
approval is unnecessary.
(c) The Company may only contribute to a trustee under a trust agreement by
transferring cash or assets with a fair market value equal to the value
(determined at the nearest month end) of the related Deferred Stock
Accounts if the trust agreement contains provisions sufficient (in the
opinion of either the Internal Revenue Service or counsel selected by
the Company) to allow the Participants to defer income taxation on
Deferred Stock Benefits until they are distributed according to this
Plan and provisions sufficient (in the opinion of counsel selected by
the Company) to exempt the Plan and the trust from sections 10(b) and
16(b) of the Securities Exchange Act of 1934 and applicable rules and
regulations. If the Internal Revenue Service refuses to give the
required opinion on such a trust, and if counsel selected by the Company
is the opinion that no such trust can be created, Plan subsection 10(b)
and all provisions of this Plan relating to Deferred Stock Benefits will
not become effective.
14 NOTICES. Notices and elections under this Plan must be in writing. A
notice or election is deemed delivered if it is delivered personally or
if it is mailed by registered or certified mail to the person at such
person's 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 is created, adopted, and maintained according
to the laws of Virginia (except its choice-of-law rules). It is
governed by those laws in all respects. Headings and captions are only
for convenience; they do not have substantive meaning. If a provision
of this Plan is not valid or not enforceable, that fact in no way
affects the validity or enforceability of any other provision. Use of
the one gender includes all, and the singular and plural include each
other.
17 CORPORATE AND COMMITTEE ACTIONS AND RESPONSIBILITIES. Each Company shall
be solely responsible for the Plan as it relates to its Directors. Each
Committee has delegated certain administrative determinations under the
Plan that do not affect individuals' participation or awards.
Notwithstanding any other provision of this Plan, the issuance of
Dominion common stock in settlement of a Deferred Stock Benefit shall be
subject to the approval of Dominion's Board which approval is evidenced
by its adoption of this Plan.
