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EXHIBIT 2A(ii)
JOINDER OF PARTIES
Reference is made to the Amended and Restated Agreement and Plan of Merger,
dated as of May 11, 1999 (the "Agreement"), by and between Dominion Resources,
Inc., a corporation organized under the laws of the Commonwealth of Virginia
("DRI"), and Consolidated Natural Gas Company, a corporation organized under the
laws of the State of Delaware ("CNG"). Capitalized terms used herein but not
otherwise defined herein have the meanings given such terms in the Agreement.
WHEREAS, DRI New Sub I, Inc., a corporation organized under the laws of the
Commonwealth of Virginia ("New Sub I"), and DRI New Sub II, Inc., a corporation
organized under the laws of the State of Delaware ("New Sub II"), desire to join
as parties to the Agreement pursuant to Section 1.1(a) of the Agreement.
WHEREAS, DRI and CNG desire to approve and acknowledge the joinder of New
Sub I and New Sub II to the Agreement pursuant to Section 1.1(a) of the
Agreement.
NOW, THEREFORE, in consideration of the premises and the covenants set
forth in this Joinder Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:
1. By executing below, New Sub I and New Sub II hereby join as parties to
the Agreement and shall be fully bound by and agree to abide by all terms and
conditions therein as though an original party thereto.
2. This Joinder Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.
3. This Joinder Agreement shall be governed by, and shall be construed in
accordance with the laws of the State of New York applicable to contracts
executed in and to be fully performed in such state, without giving effect to
its conflicts of laws statutes, rules or principles.
IN WITNESS WHEREOF, DRI, CNG, new Sub I and New Sub II have caused this
Joinder Agreement to be signed by their respective officers thereunto duly
authorized as of this twenty-first day of January, 2000.
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DOMINION RESOURCES, INC.
Dated: 1/21/2000 By: /s/ Xxxx. X. Xxxxx
------------------- ---------------------------------------------------
Name: Xxxx. X. Xxxxx
Title: Chairman, President and Chief Executive Officer
CONSOLIDATED NATURAL GAS COMPANY
Dated: 1/21/2000 By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
------------------- ---------------------------------------------------
Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: Chairman and Chief Executive Officer
DRI NEW SUB I, INC.
Dated: 1/21/2000 By: /s/ Xxxx. X. Xxxxx
------------------- ---------------------------------------------------
Name: Xxxx. X. Xxxxx
Title: Chairman, President and Chief Executive Officer
DRI NEW SUB II, INC.
Dated: 1/21/2000 By: /s/ Xxxx. X. Xxxxx
------------------- ---------------------------------------------------
Name: Xxxx. X. Xxxxx
Title: Chairman, President and Chief Executive Officer
