Exhibit 10
AMENDMENT
TO
EMPLOYMENT AGREEMENT
This AMENDMENT (the "September 1995 Amendment") to the
Employment Agreement dated as of April 21, 1995 (the "April 1995
Employment Agreement") between VIRGINIA ELECTRIC AND POWER
COMPANY (the "Company") and XXXXX X. XXXXXX (the "Executive") is
made as of September 15, 1995.
RECITALS:
The Board of Directors of the Company (the "Board of
Directors") recognizes that outstanding management of the Company
is essential to advancing the best interests of the Company, its
shareholders and its subsidiaries. The Board of Directors has
and continues to believe that it is particularly important to
have stable, excellent management. The Board of Directors
believes that the continued services of the Executive are
essential to preserve consistent management of the Company at the
present time. Therefore, the Executive and the Board of
Directors have agreed that the term of employment of the
Executive should be extended under the April 1995 Employment
Agreement until July 31, 1999. To accomplish this, the
Organization and Compensation Committee of the Board of Directors
has recommended, and the Board of Directors has approved, certain
amendments to the April 1995 Employment Agreement. All terms in
this Amendment that are defined in the April 1995 Employment
Agreement have the meaning provided therein, unless otherwise
specified in this Amendment.
NOW, THEREFORE, in consideration of the foregoing, the
parties agree as follows:
1. Section 1 of the April 1995 Employment Agreement is amended by
replacing the phrase "July 31, 1996" with the phrase "July 31,
1999".
3. Section 5(a) is amended by changing the title of the section
to "Completion Benefits" and by replacing the phrase "the Term of
this Agreement, and terminates his employment at the end of the
Term of this Agreement" with the phrase "July 31, 1996."
2. Section 5(a)(i) is amended by replacing the phrase "the
Executive's annual salary during his final year of employment" in
the first sentence with the phrase "the Executive's highest rate
of annual salary in effect at any time during his final year of
employment."
3. Section 5(a)(ii) of the April 1995 Employment Agreement is
amended by replacing the phrase "55%" with the phrase "65%".
4. Section 5(a)(iv) of the April 1995 Employment Agreement is
amended by replacing the phrase "July 31, 1996" each place it
appears with the phrase "the date of termination of his
employment".
5. Section 5(a)(v) of the April 1995 Employment Agreement is
amended by replacing the phrase "August 1, 1996" with the phrase
"the day following the date of termination of his employment".
6. Sections 5(b) and 5(b)(i) of the April 1995 Employment
Agreement are replaced with the following:
"(b)In addition to the foregoing, if the Executive continues
in the employment of the Company through July 31, 1996, the
Executive will receive upon his termination of employment with
the Company a single lump sum cash payment equal to the present
value of the annual base salary and annual cash incentive awards
(computed as described below) that the Executive is projected to
receive for employment in the period from August 1, 1996 until
April 21, 1997 (i.e., the end of the term of the 1994 Employment
Agreement). The lump sum will be computed as follows:
(i) For purposes of this calculation, the annual base salary
that the Executive is projected to receive for employment from
August 1, 1996 until April 21, 1997 will be calculated at the
highest annual base salary rate in effect for the Executive
during the three-year period ending on July 31, 1996. For
purposes of this calculation, the annual cash incentive awards
that the Executive is projected to receive for employment from
August 1, 1996 until April 21, 1997 will be calculated at a rate
equal to the highest annual cash incentive award paid to the
Executive during the three-year period ending on July 31, 1996.
Salary and bonus that the Executive elected to defer will be
taken into account for purposes of this Agreement without regard
to the deferral."
7. Sections 6(a) and 6(b) of the April 1995 Employment Agreement
are amended to read as follows:
"6.Termination of Employment.
(a) During the Term of this Agreement, the Company may
terminate the Executive's employment only for Cause. During the
Term of this Agreement, the Executive may voluntarily terminate
employment under the circumstances described in clauses (i)-(v)
of this subsection (a). After July 31, 1996, the Executive may
voluntarily terminate employment under the circumstance described
in clause (vi) of this subsection (a). If the Executive's
employment is terminated for Cause on or before July 31, 1996, he
will be entitled only to the benefits described in Section 12.
If the Executive's employment is terminated for Cause after July
31, 1996, or if the Executive voluntarily terminates employment
pursuant to this Section 6(a), the Executive will be entitled to
receive the benefits described in subsection (b) below. Subject
to the provisions of this subsection (a), the Executive may
voluntarily terminate employment after (i) the Executive's base
salary is reduced, (ii) the Executive is not in good faith
considered for incentive awards as described in Section 4(a)(ii),
(iii) the Company fails to provide benefits as required by
Section 4(b), (iv) the Executive's place of employment is
relocated to a location further than 30 miles from Richmond,
Virginia, (v) the Executive's working conditions or management
responsibilities are substantially diminished (other than on
account of the Executive's disability, as defined in Section 7
below), or (vi) the Executive voluntarily terminates employment
on or after August 1, 1996 upon 90 days prior written notice to
the Company. In order for clause (i), (ii), (iii), (iv) or (v)
of this subsection (a) to be effective: (1) the Executive must
give written notice to the Company indicating that the Executive
intends to terminate employment under this subsection (a), (2)
the Executive's voluntary termination under this subsection must
occur within 60 days after an event described in clause (i),
(ii), (iii), (iv) or (v) of the preceding sentence, or within 60
days after the last in a series of such events, and (3) the
Company must have failed to remedy the event described in clause
(i), (ii), (iii), (iv) or (v), as the case may be, within 30 days
after receiving the Executive's written notice. If the Company
remedies the event described in clause (i), (ii), (iii), (iv) or
(v), as the case may be, within 30 days after receiving the
Executive's written notice, the Executive may not terminate
employment under this subsection (a) on account of the event
specified in the Executive's notice.
(b) In accordance with the provisions of Section 6(a) above,
the Executive will be entitled to receive the following benefits
determined as of the date of his termination of employment:
(i) The Executive will receive the benefits described in
Section 5(a)(i), (ii), (iii), (iv), (v) and (vi) above as of the
date of his termination of employment. In addition, the
Executive will receive the single lump sum cash payment described
in Section 5(b) of this Agreement if such payment is not
otherwise payable under the terms of Section 5(b).
(ii) The Executive will be credited with a total of 30
years of service and will be considered to have attained age 60
(if he has not already done so) for purposes of the Company's
retirement plans.
(iii) The Executive will be credited with age and service
credit through the end of the Term of this Agreement for purposes
of computing benefits under the Company's medical and other
welfare benefit plans, and the Company will continue the
Executive's coverage under the Company's welfare benefit plans as
if the Executive remained employed through the end of the Term of
this Agreement. Notwithstanding the foregoing, if the Company
determines that giving such age and service credit or continued
coverage could adversely affect the tax qualification or tax
treatment of a benefit plan, or otherwise have adverse legal
ramifications, the Company may pay the Executive a lump sum cash
amount that reasonably approximates the after-tax value to the
Executive of such age and service credit and continued coverage
through the end of the Term of this Agreement, in lieu of giving
such credit and continued coverage."
8. The last sentence of Section 6(c) of the April 1995 Employment
Agreement is amended to read as follows:
"If the Executive voluntarily terminates employment prior to
the end of the Term of this Agreement for a reason not described
in subsection (a) above or Section 7 or Section 12
below, this Agreement will immediately terminate, and the
Executive shall be entitled to the payment of the benefits under
Sections 5(a) and 5(b) if the termination occurs after July 31,
1996."
9. The first two sentences of Section 7 of the April 1995
Employment Agreement are deleted and the following new sentences
are added in their place:
"If the Executive becomes disabled (as defined below) during
the Term of this Agreement while he is employed by the Company,
the Executive shall be entitled to receive the benefits described
in Sections 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), 5(a)(v),
5(a)(vi), and 6(b)(ii) of this Agreement as of the date on which
he is determined by the Company to be disabled. If the Executive
dies during the Term of this Agreement while he is employed by
the Company, the benefits described in Sections 5(a)(i),
5(a)(ii), 5(a)(iii), 5(a)(iv), 5(a)(v), 5(a)(vi), and 6(b)(ii)
will be provided to the Executive's beneficiary designated under
the terms of the applicable benefit plan. In addition, if the
Executive becomes disabled or dies on or after August 1, 1996, he
or his beneficiary shall be entitled to the benefit described in
Section 5(b)."
10. Section 8 of the April 1995 Employment Agreement is amended
in its entirety to read as follows:
8. Cause. For purposes of this Agreement, the term "Cause"
means (i) material misappropriation with respect to the business
or assets of the Company, (ii) persistent refusal or willful
failure of the Executive materially to perform his duties and
responsibilities to the Company, which continues after the
Executive receives notice of such refusal or failure, (iii)
conviction of a felony involving moral turpitude, or (iv) the use
of drugs or alcohol that interferes materially with the
Executive's performance of his duties. The foregoing acts or
events will constitute "Cause" for purposes of this Agreement
only to the extent that they were committed on or after the date
of the September 1995 Amendment."
WITNESS the following signatures.
VIRGINIA ELECTRIC AND POWER COMPANY
/S/XXXXXXX X. XXXXXX
By:________________________
Xxxxxxx X. Xxxxxx
Chairman, Organization
and Compensation
Committee
Dated:9/15/95
/S/ X. X. XXXXXX
Xxxxx X. Xxxxxx
Dated:9/15/95
Exhibit 27
VIRGINIA ELECTRIC AND POWER COMPANY
FINANCIAL DATA SCHEDULE
(Unaudited)
September 30,
1995
(Millions)
Item Number Item Description
1 Total net utility plant $ 9,625.7
2 Other property and investments 361.4
3 Total current assets 1,070.7
4 Total deferred charges 942.6
5 Balancing amount for total assets 0.0
6 Total assets 12,000.4
7 Common stock 2,737.4
8 Capital surplus, paid in 20.4
9 Retained earnings 1,342.3
10 Total common stockholder's equity 4,100.1
11 Preferred stock subject to
mandatory redemption 180.0
12 Preferred stock not subject to
mandatory redemption 509.0
13 Long-term debt, net 3,936.4
14 Short-term notes 0.0
15 Notes payable 0.0
16 Commercial paper 0.5
17 Long-term debt--current portion 277.9
18 Preferred stock--current portion 126.7
19 Obligations under capital leases 0.0
20 Obligations under capital leases
-- Current portion 0.0
21 Balancing amount for capitalization
and liabilities 2,870.3
22 Total capitalization and liabilities 12,000.4
23 Gross operating revenue 3,324.0
24 Federal and state income taxes
expense 203.1
25 Other operating expenses 2,493.3
26 Total operating expenses 2,696.4
27 Operating income (loss) 627.6
28 Other income (loss), net 7.6
29 Income before interest charges 635.2
30 Total interest charges 240.4
31 Net income 394.8
32 Preferred stock dividends 34.9
33 Earnings available for common stock 359.9
34 Common stock dividends 295.4
35 Total annual interest charges on all
bonds N/A
36 Cash flow from operations 963.4
37 Earnings per share--primary N/A
38 Earnings per share--full diluted N/A
