Common use of External Affairs Clause in Contracts

External Affairs. Provide services in support of corporation ---------------- strategies for managing relationships with federal, state and local governments, agencies and legislative bodies. Formulate and assist with public relations and communications programs and administration of corporate contribution and community affairs programs. EXHIBIT II SERVICES THE COMPANY AGREES TO RECEIVE FROM DRI SERVICES SERVICE YES NO 1. Accounting ____ ____ 2. Auditing ____ ____ 3. Legal and Regulatory ____ ____ 4. Information Technology, Electronic Transmission and Computer Services ____ ____ 5. Software Pooling ____ ____ 6. Employee Benefits/Pension Investment ____ ____ 7. Employee Relations ____ ____ 8. Operations ____ ____ 9. Executive and Administrative ____ ____ 10. Business and Operations Services ____ ____ 11. Exploration and Development ____ ____ 12. Risk Management ____ ____ 13. Marketing ____ ____ 14. Medical ____ ____ 15. Corporate Planning ____ ____ 16. Procurement ____ ____ 17. Rates ____ ____ 18. Research ____ ____ 19. Tax ____ ____ 20. Corporate Secretary ____ ____ 21. Investor Relations ____ ____ 22. Environmental Compliance ____ ____ 23. Customer Services ____ ____ 24. Energy Marketing ____ ____ 25. Treasury/Finance ____ ____ 26. External Affairs ____ ____ EXHIBIT III SERVICES THE COMPANY AGREES TO RECEIVE FROM CNG SERVICES SERVICE YES NO 1. Accounting ____ ____ 2. Auditing ____ ____ 3. Legal and Regulatory ____ ____ 4. Information Technology, Electronic Transmission and Computer Services ____ ____ 5. Software Pooling ____ ____ 6. Employee Benefits/Pension Investment ____ ____ 7. Employee Relations ____ ____ 8. Operations ____ ____ 9. Executive and Administrative ____ ____ 10. Business and Operations Services ____ ____ 11. Exploration and Development ____ ____ 12. Risk Management ____ ____ 13. Marketing ____ ____ 14. Medical ____ ____ 15. Corporate Planning ____ ____ 16. Procurement ____ ____ 17. Rates ____ ____ 18. Research ____ ____ 19. Tax ____ ____ 20. Corporate Secretary ____ ____ 21. Investor Relations ____ ____ 22. Environmental Compliance ____ ____ 23. Customer Services ____ ____ 24. Energy Marketing ____ ____ 25. Treasury/Finance ____ ____ 26. External Affairs ____ ____ EXHIBIT IV METHODS OF ALLOCATION FOR CNG SERVICES AND DRI SERVICES CNG Services and DRI Services shall allocate costs independently. Each Service Company shall allocate costs among companies receiving service from it under this and similar service contracts using the following methods: I. The costs of rendering service by the Service Company will include all costs of doing business including interest on debt but excluding a return for the use of equity capital for which no charge will be made to System Companies. A. The Service Company will maintain a separate record of the expenses of each department. The expenses of each department will include: 1. those expenses that are directly attributable to such department, and 2. an appropriate portion of those office and housekeeping expenses that are not directly attributable to a department but which are necessary to the operation of such department. B. Expenses of the department will include salaries and wages of employees, rent and utilities, materials and supplies, depreciation, and all other expenses attributable to the department. The expenses of a department will not include: 1. those incremental out-of-pocket expenses that are incurred for the direct benefit and convenience of an individual company or group of companies, 2. Service Company overhead expenses, including expenses of the corporate secretary's department that are attributable to maintaining the corporate existence of the Service Company, and all other incidental overhead expenses including those auditing fees, internal auditing department expenses and accounting department expenses attributable to the Service Company. C. The Service Company will establish annual budgets for controlling the expenses of each department and for determining estimated costs to be included in interim monthly billing. A. Employees in each department will be divided into two groups: 1. Group A will include those employees rendering service to System Companies, and 2. Group B will include those office and general service employees, such as secretaries, file clerks and administrative assistants, ----------------------------- who generally assist employees in Group A or render other housekeeping services and who are not engaged directly in rendering service to each Company or a group of companies. B. Expenses set forth in Section II. above will be separated to show: 1. salaries and wages of Group A employees, and 2. all other expenses of the department. C. There will be attributed to each dollar of a Group A employee's salary or wage, that percentage of all other expenses of his department (as defined in B above), that his salary or wage is to the total Group A salaries and wages of that department. D. Group A employees in each department will maintain a record of the time they are employed in rendering service to each company or group of companies. An hourly rate will be determined by dividing the total expense attributable to a Group A employee as determined under subsection C above by the productive hours reported by such employee. IV. The charge to the Company for a particular service will be determined by multiplying the hours reported by Group A employees in rendering such service to each Company by the hourly rates applicable to such employees. When such employees render service to a group of companies, the charge to each Company will be determined by multiplying the hours attributable to the Company under the allocation formulas set forth in Section IX of this Exhibit by the hourly rates applicable to such employees. V. To the extent appropriate and practical, the foregoing computations of hourly rates and charges may be determined for groups of employees within reasonable salary range limits. VI. Those expenses of the Service Company that are not included in the annual expense of a department under Section II. above will be charged to System Companies receiving service as follows: A. Incremental out-of-pocket costs incurred for the direct benefit and convenience of a company or group of companies will be charged directly to such company or group of companies. Such costs incurred for a group of companies will be allocated on the basis of an appropriate formula. B. Service Company overhead expenses referred to in Section II. above will be charged to the Company in the proportion that the charges made to the Company for costs, other than those set forth in this Section VI., are to the total of such charges to all companies receiving service. VII. Notwithstanding the foregoing basis of determining cost allocations for billing purposes, cost allocations for certain services involving machine operations and production units will be determined on an appropriate basis established by the Service Company relating to the direct use of machine equipment or production units. VIII. Monthly bills will be issued for the services rendered to the Company on an actual or estimated basis. Estimates will normally be predicated on service department budgets and estimated productive hours of employees for the year. At the end of each year, estimated figures will be revised to reflect actual experience during such year and adjustments will be made in amounts billed to give effect to such revision. IX. When Group A employees render services to a group of companies, the following formulas shall be used to allocate the time of such employees to the individual companies receiving such service: A. The Service Department or Function formulas to be used when employees render services to all companies participating in such service, for the services indicated are set forth below. When necessary during the period 1999-2002, the allocation formulas described below will be calculated (in part or in whole) using data based on services performed for System Companies Dominion Resources, Inc., prior to the merger of Dominion Resources, Inc. and Consolidated Natural Gas Company. Service Department or Function Basis of Allocation ----------- ------------------- Employee Benefits/ The number of employee and annuitant Pension Investments accounts as of the preceding December 31st. Human Resources The number of employees as of the preceding December 31st. Corporate Planning: - Capital Budgets Total investment in plant recorded at preceding December 31st. - Operating & Maintenance Budgets Total operating expenses, excluding purchased gas expense, purchased power expense (including fuel expenses), other purchased products and royalties, for the preceding year ended December 31st.

External Affairs. Provide services in support of corporation ---------------- strategies for managing relationships with federal, state and local governments, agencies and legislative bodies. Formulate and assist with public relations and communications programs and administration of corporate contribution and community affairs programs. EXHIBIT II SERVICES THE COMPANY AGREES TO RECEIVE FROM DRI SERVICES SERVICE YES NO 1. Accounting _____ _____ 2. Auditing _____ _____ 3. Legal and Regulatory _____ _____ 4. Information Technology, Electronic Transmission and Computer Services _____ _____ 5. Software Pooling _____ _____ 6. Employee Benefits/Pension Investment _____ _____ 7. Employee Relations _____ _____ 8. Operations _____ _____ 9. Executive and Administrative _____ _____ 10. Business and Operations Services _____ _____ 11. Exploration and Development _____ _____ 12. Risk Management _____ _____ 13. Marketing _____ _____ 14. Medical _____ _____ 15. Corporate Planning _____ _____ 16. Procurement _____ _____ 17. Rates _____ _____ 18. Research _____ _____ 19. Tax _____ _____ 20. Corporate Secretary _____ _____ 21. Investor Relations _____ _____ 22. Environmental Compliance _____ _____ 23. Customer Services _____ _____ 24. Energy Marketing _____ _____ 25. Treasury/Finance _____ _____ 26. External Affairs _____ _____ EXHIBIT III SERVICES THE COMPANY AGREES TO RECEIVE FROM CNG SERVICES SERVICE YES NO 1. Accounting _____ _____ 2. Auditing _____ _____ 3. Legal and Regulatory _____ _____ 4. Information Technology, Electronic Transmission and Computer Services _____ _____ 5. Software Pooling _____ _____ 6. Employee Benefits/Pension Investment _____ _____ 7. Employee Relations _____ _____ 8. Operations _____ _____ 9. Executive and Administrative _____ _____ 10. Business and Operations Services _____ _____ 11. Exploration and Development _____ _____ 12. Risk Management _____ _____ 13. Marketing _____ _____ 14. Medical _____ _____ 15. Corporate Planning _____ _____ 16. Procurement _____ _____ 17. Rates _____ _____ 18. Research _____ _____ 19. Tax _____ _____ 20. Corporate Secretary _____ _____ 21. Investor Relations _____ _____ 22. Environmental Compliance _____ _____ 23. Customer Services _____ _____ 24. Energy Marketing _____ _____ 25. Treasury/Finance _____ _____ 26. External Public Affairs _____ _____ EXHIBIT IV METHODS OF ALLOCATION FOR CNG SERVICES AND DRI SERVICES CNG Services and DRI Services shall allocate costs independently. Each Service Company shall allocate costs among companies receiving service from it under this and similar service contracts using the following methods: I. The costs of rendering service by the Service Company will include all costs of doing business including interest on debt but excluding a return for the use of equity capital for which no charge will be made to System Companies. A. The Service Company will maintain a separate record of the expenses of each department. The expenses of each department will include: 1. those expenses that are directly attributable to such department, and 2. an appropriate portion of those office and housekeeping expenses that are not directly attributable to a department but which are necessary to the operation of such department. B. Expenses of the department will include salaries and wages of employees, rent and utilities, materials and supplies, depreciation, and all other expenses attributable to the department. The expenses of a department will not include: 1. those incremental out-of-pocket expenses that are incurred for the direct benefit and convenience of an individual company or group of companies, 2. Service Company overhead expenses, including expenses of the corporate secretary's department that are attributable to maintaining the corporate existence of the Service Company, and all other incidental overhead expenses including those auditing fees, internal auditing department expenses and accounting department expenses attributable to the Service Company. C. The Service Company will establish annual budgets for controlling the expenses of each department and for determining estimated costs to be included in interim monthly billing. A. Employees in each department will be divided into two groups: 1. Group A will include those employees rendering service to System Companies, and 2. Group B will include those office and general service employees, such as secretaries, file clerks and administrative assistants, ----------------------------- who generally assist employees in Group A or render other housekeeping services and who are not engaged directly in rendering service to each Company or a group of companies. B. Expenses set forth in Section II. above will be separated to show: 1. salaries and wages of Group A employees, and 2. all other expenses of the department. C. There will be attributed to each dollar of a Group A employee's salary or wage, that percentage of all other expenses of his department (as defined in B above), that his salary or wage is to the total Group A salaries and wages of that department. D. Group A employees in each department will maintain a record of the time they are employed in rendering service to each company or group of companies. An hourly rate will be determined by dividing the total expense attributable to a Group A employee as determined under subsection C above by the productive hours reported by such employee. IV. The charge to the Company for a particular service will be determined by multiplying the hours reported by Group A employees in rendering such service to each Company by the hourly rates applicable to such employees. When such employees render service to a group of companies, the charge to each Company will be determined by multiplying the hours attributable to the Company under the allocation formulas set forth in Section IX of this Exhibit by the hourly rates applicable to such employees. V. To the extent appropriate and practical, the foregoing computations of hourly rates and charges may be determined for groups of employees within reasonable salary range limits. VI. Those expenses of the Service Company that are not included in the annual expense of a department under Section II. above will be charged to System Companies receiving service as follows: A. Incremental out-of-pocket costs incurred for the direct benefit and convenience of a company or group of companies will be charged directly to such company or group of companies. Such costs incurred for a group of companies will be allocated on the basis of an appropriate formula. B. Service Company overhead expenses referred to in Section II. above will be charged to the Company in the proportion that the charges made to the Company for costs, other than those set forth in this Section VI., are to the total of such charges to all companies receiving service. VII. Notwithstanding the foregoing basis of determining cost allocations for billing purposes, cost allocations for certain services involving machine operations and production units will be determined on an appropriate basis established by the Service Company relating to the direct use of machine equipment or production units. VIII. Monthly bills will be issued for the services rendered to the Company on an actual or estimated basis. Estimates will normally be predicated on service department budgets and estimated productive hours of employees for the year. At the end of each year, estimated figures will be revised to reflect actual experience during such year and adjustments will be made in amounts billed to give effect to such revision. IX. When Group A employees render services to a group of companies, the following formulas shall be used to allocate the time of such employees to the individual companies receiving such service: A. The Service Department or Function formulas to be used when employees render services to all companies participating in such service, for the services indicated are set forth below. When necessary during the period 1999-2002, the allocation formulas described below will be calculated (in part or in whole) using data based on services performed for System Companies by Dominion Resources, Inc., prior to the merger of Dominion Resources, Inc. and Consolidated Natural Gas Company. Service Department or Function Basis of Allocation ----------- ------------------- Employee Benefits/ The number of employee and annuitant Pension Investments accounts as of the preceding December 31st. Human Resources The number of employees as of the preceding December 31st. Corporate Planning: - Capital Budgets Total investment in plant recorded at preceding December 31st. - Operating & Maintenance Budgets Total operating expenses, excluding purchased gas expense, purchased power expense (including fuel expenses), other purchased products and royalties, for the preceding year ended December 31st.