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DOMINION RESOURCES, INC. NEW RETIREMENT BENEFIT RESTORATION PLAN Originally Effective January 1, 2005 and Amended and Restated Effective January 1, 2009

Employee Benefits Plan Agreement

DOMINION RESOURCES, INC. NEW RETIREMENT BENEFIT RESTORATION PLAN Originally Effective January 1, 2005 and Amended and Restated Effective January 1, 2009 | Document Parties: VIRGINIA ELECTRIC & POWER CO | DOMINION RESOURCES, INC You are currently viewing:
This Employee Benefits Plan Agreement involves

VIRGINIA ELECTRIC & POWER CO | DOMINION RESOURCES, INC

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Title: DOMINION RESOURCES, INC. NEW RETIREMENT BENEFIT RESTORATION PLAN Originally Effective January 1, 2005 and Amended and Restated Effective January 1, 2009
Governing Law: Virginia     Date: 2/26/2009
Industry: Electric Utilities     Sector: Utilities

DOMINION RESOURCES, INC. NEW RETIREMENT BENEFIT RESTORATION PLAN Originally Effective January 1, 2005 and Amended and Restated Effective January 1, 2009, Parties: virginia electric & power co , dominion resources  inc
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EXHIBIT 10.20

DOMINION RESOURCES, INC.

NEW RETIREMENT BENEFIT RESTORATION PLAN

Originally Effective January 1, 2005

and

Amended and Restated Effective January 1, 2009


TABLE OF CONTENTS

 

Purpose

  

  

1

Article I

  

Definitions

  

2

Article II

  

Eligibility and Participation

  

5

Article III

  

Basic Benefits

  

6

Article IV

  

Cash Balance Benefits

  

7

Article V

  

Death Benefits

  

8

Article VI

  

Beneficiary

  

10

Article VII

  

Coordination of Benefits

  

11

Article VIII

  

Amendment or Termination of Plan

  

12

Article IX

  

Plan Administration

  

13

Article X

  

Confidentiality and Noncompetition Provisions

  

15

Article XI

  

Miscellaneous

  

16


DOMINION RESOURCES, INC.

NEW RETIREMENT BENEFIT RESTORATION PLAN

As Amended and Restated Effective January 1, 2009

Purpose

The Board of Directors of Dominion Resources, Inc. (the “Board”) adopted the New Retirement Benefit Restoration Plan effective January 1, 2005 to assist it in attracting and retaining those employees whose judgment, abilities and experience will contribute to the Company’s continued progress. The Plan is intended to be a plan that is unfunded and maintained primarily for the purpose of providing deferred compensation for a “select group of management or highly compensated employees” (as such phrase is used in the Employee Retirement Income Security Act of 1974).

The Company has amended the Dominion Pension Plan to add a cash balance feature to the Retirement Plan for employees hired on or after January 1, 2008. In order to allow newly hired employees to benefit under the Plan, it is necessary to amend the Plan to reflect the Dominion Pension Plan amendment.

The Plan is intended to qualify under the provisions of Code Section 409A and any regulations and other guidance under that Section. The Plan shall be interpreted to qualify under Code Section 409A.

The Board has determined that the benefits to be provided under the Plan are reasonable and appropriate compensation for the services rendered and to be rendered by Plan Participants.

 

- 1 -


Article I

Definitions

Whenever used in the Plan, the following phrases and terms shall have the meanings set forth below:

1.1 “Account” means the Participant’s Account as defined under the Cash Balance Supplement.

1.2 “Account Balance” means the balance in the Participant’s Account under the Cash Balance Supplement.

1.3 “Administrative Benefits Committee” means the Administrative Benefits Committee of Dominion Resources, Inc., which shall manage and administer the Plan in accordance with the provisions of Article IX.

1.4 “Affiliate” means any entity that is (i) a member of a controlled group of corporations as defined in Section 1563(a) of the Code, determined without regard to Code Sections 1563(a)(4) and 1563(e)(3)(C), of which Dominion Resources, Inc. is a member according to Code Section 414(b); (ii) an unincorporated trade or business that is under common control with Dominion Resources, Inc., as determined according to Code Section 414(c); or (iii) a member of an affiliated service group of which Dominion Resources, Inc. is a member according to Code Section 414(m).

1.5 “Beneficiary” means the individual, individuals, entity, entities or the estate of a Participant entitled to receive the benefits payable under the Plan, if any, upon the Participant’s death.

1.6 “Benefit Agreement” means any agreement between the Company and a Participant or any declaration by the Company under which a Participant is to be provided one or more Benefit Enhancements.

1.7 “Benefit Enhancement” means the crediting of deemed additional years of age or service, the use of a different definition of any factor used to calculate benefits, different eligibility provisions, or any other provision that enhances the benefit that would otherwise be payable under the Retirement Plan as provided in a Benefit Agreement.

1.8 “Cash Balance Benefit” means the lump sum amount determined under Article IV.

1.9 “Cash Balance Supplement” means the Dominion Pension Plan Cash Balance Supplement, effective January 1, 2008, as amended from time to time.

1.10 “CGN Committee” means the Compensation, Governance and Nominating Committee of the Board of Directors of Dominion Resources, Inc. Actions designated as CGN Committee actions in this Plan may be taken by a duly authorized delegate, consistent with the CGN Committee’s charter.

 

- 2 -


1.11 “Change in Control” means with regard to each Participant at any time an event that constitutes a “Change in Control” for purposes of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc. as in effect at that time, if any.

1.12 “Code” means the Internal Revenue Code of 1986, as amended.

1.13 “Company” means Dominion Resources, Inc., its predecessor, a subsidiary or an Affiliate.

1.14 “Lump Sum Equivalent” means a single lump sum payment that is actuarially determined as the amount required to provide an after-tax monthly payment equal to the after-tax amount of the Monthly Benefit payable for the period determined under Section 3.1(b). Effective for distributions occurring on or after January 1, 2007 and on or before December 31, 2009, unless otherwise determined by the Administrative Benefits Committee, the actuarial discount rate for determinations of the Lump Sum Equivalent shall be four percent (4%). Beginning January 1, 2010, the actuarial discount rate shall be determined by the Administrative Benefit Committee. The actuarial determination shall be computed using actuarial and other factors as determined by the Administrative Benefit Committee. The after-tax amounts shall be based on Federal income and FICA tax rates and the state income tax rate for the residence of the Participant at the date of the payment, as determined by the Administrative Benefits Committee. The Lump Sum Equivalent of the Monthly Benefit determined under Section 5.1 shall be appropriately discounted if the date of payment under Section 5.1(b) is earlier than the date of commencement of the Qualified Pre-Retirement Survivor Annuity under the Retirement Plan to the Participant’s Spouse.

1.15 “Monthly Benefit” means the monthly amount determined under Section 3.1(a) used for purposes of calculating the Lump Sum Equivalent.

1.16 “Participant” means an employee who is eligible to participate under Section 2.1 and who is designated by the CGN Committee to participate in the Plan pursuant to Article II.

1.17 “Plan” means the Dominion Resources, Inc. New Retirement Benefit Restoration Plan.

1.18 “Potential Change in Control” means with regard to each Participant at any time an event that constitutes a “Potential Change in Control” for purposes of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc. as in effect at that time, if any.

1.19 “Retirement” and “Retire” mean a Participant’s Separation from Service with the Company at a time when the Participant is entitled to begin receiving an Early Retirement or Normal Retirement benefit under the Retirement Plan or would be entitled to begin such benefit if any Benefit Enhancement were applied under the Retirement Plan.

1.20 “Retirement Plan” means with regard to each Participant a defined benefit pension plan that is qualified under Code Section 401(a), that is maintained by Dominion Resources, Inc. or an Affiliate, and in which the Participant participates.

 

- 3 -


1.21 “Separation from Service” means a termination of employment with the Participant’s employer (Dominion Resources, Inc. or any Affiliate, as the case may be) and all other persons that would be treated as a single employer with the Participant’s employer under Code Sections 414(b) or (c) (applying a 50% rather than an 80% ownership test), within the meaning of Treasury Regulation Section 1.409A-1(h).

1.22 “Spouse” means the person to whom a Participant is legally married, determined in accordance with the laws of the state in which both parties reside, at the first to occur of (a) the date of the Participant’s Separation from Service or (b) the date of the Participant’s death.

1.23 The following terms shall have the meaning provided in the Retirement Plan: Early Retirement Date, Normal Retirement Date, and Qualified Pre-Retirement Survivor Annuity.

 

- 4 -


Article II

Eligibility and Participation

2.1 Eligibility . An employee of the Company shall be eligible to participate in this Plan if the employee: (a) is a member of management or a highly compensated employee; (b) is designated by the CGN Committee as a Participant; and (c) has a Retirement Plan benefit that is or has been reduced or limited by Code Section 401(a)(17) or Code Section 415, or both.

2.2 Participation . Participation in this Plan shall be determined by the CGN Committee, in its sole discretion. An eligible employee designated to participate in the Plan by the CGN Committee shall become a Participant in the Plan as of the date his or her Retirement Plan benefit is or has been limited by Code Section 401(a) (17) or Code Section 415, unless another date is provided by the CGN Committee. A Participant who remains an employee of the Company shall continue to participate in the Plan until (a) the CGN Committee declares that he or she is no longer a Participant or (b) he or she has a Separation from Service. Except as otherwise specifically provided in the Plan, a Participant who ceases to participate in the Plan shall forfeit all rights to any benefits under the Plan.

2.3 Revocation of Participation . Unless such action is prohibited by Section 8.1(c), the CGN Committee may revoke or rescind the designation of an individual as a Participant at its discretion. All rights of any individual who was a Participant and whose designation as a Participant is revoked or rescinded by the CGN Committee shall cease upon such action.

2.4 Termination of Participation . A Participant who ceases to be an eligible employee under Section 2.1 while remaining employed by the Company shall forfeit all rights under this Plan. In no event shall an individual who was a Participant but who is not a Participant at the time of such individual’s Separation from Service be entitled to any benefit under the Plan. A Participant on authorized leave of absence from the Company for up to six months shall be deemed to not have had a Separation from Service or to lose the eligibility status as a result of such leave of absence.

2.5 Change in Control . If a Participant is in the employ of a Company on the date of a Change in Control or a Potential Change in Control relating to that Company, the provisions of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc., if any, shall control (a) the Participant’s subsequent participation in this Plan and (b) the eligibility for, computation of, and payment of any benefits under this Plan to the Participant.

 

- 5 -


Article III

Basic Benefits

This Article III shall apply to all Participants who have a benefit under a Retirement Plan other than under the Cash Balance Supplement. Subject to the provisions of Articles VIII and X, a Participant who is subject to this Article III shall be entitled to benefits under this Plan as follows:

3.1 Calculation of Monthly Benefit .

(a) The Monthly Benefit of a Participant who has a Separation from Service shall be a monthly amount equal to (x) minus (y) minus (z) below where:

(x) = the benefit that would have been payable monthly to the Participant under the Retirement Plan but for the application of the limits set forth in Code Sections 401(a)(17) and 415 and after the application of any Benefit Enhancements;

(y) = the benefit that the Participant is entitled to receive monthly under the Retirement Plan; and

(z) = if applicable, the benefit payable to the Participant under the Dominion Resources, Inc. Retirement Benefit Restoration Plan frozen as of December 31, 2004, expressed as a monthly benefit for the life of the Participant.

(b) If a Participant has a Spouse at the time of his or her Separation from Service, the Monthly Benefit under Section 3.1(a) shall be computed based on the Qualified Joint and Survivor Annuity benefit determined under the Retirement Plan. If a Participant does not have a Spouse at the time of his or her Separa


 
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