Exhibit 10.17
DOMINION RESOURCES,
INC.
NEW RETIREMENT BENEFIT
RESTORATION PLAN
Originally Effective January 1,
2005
and
Amended and Restated Effective January 1,
2009
TABLE OF CONTENTS
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Purpose
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1
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Article I
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Definitions
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2
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Article II
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Eligibility and
Participation
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5
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Article III
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Basic
Benefits
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6
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Article IV
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Cash Balance
Benefits
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7
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Article V
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Death
Benefits
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8
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Article VI
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Beneficiary
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10
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Article VII
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Coordination of
Benefits
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11
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Article VIII
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Amendment or
Termination of Plan
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12
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Article IX
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Plan
Administration
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13
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Article X
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Confidentiality
and Noncompetition Provisions
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15
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Article XI
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Miscellaneous
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16
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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.
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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.
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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.
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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.
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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.
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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 Separation from