EXHIBIT 4.4
TRUST AGREEMENT
OF
DOMINION RESOURCES CAPITAL TRUST I
THIS TRUST AGREEMENT is made as of October 31, 1997 (this "Trust
Agreement"), by and among Dominion Resources, Inc., a Virginia corporation, as
depositor (the "Depositor"), and Chase Manhattan Bank Delaware, a Delaware
banking corporation, (the "Trustee"). The Depositor and the Trustee hereby
agree as follows:
1. The trust created hereby shall be known as "Dominion Resources Capital
Trust I" (the "Trust"), in which name the Trustee or the Depositor, to the
extent provided herein, may conduct the business of the Trust, make and execute
contracts, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trust the sum of ten dollars ($10.00). Such amount shall constitute the initial
trust estate. It is the intention of the parties hereto that the Trust created
hereby constitute a business trust under Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. (S) 3801, et seq. (the "Business Trust Act"), and that this
document constitute the governing instrument of the Trust. The Trustee is hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in accordance with the provisions of the Business
Trust Act.
3. The Depositor and the Trustee will enter into an amended and restated
Trust Agreement or Declaration satisfactory to each such party to provide for
the contemplated operation of the Trust created hereby and the issuance of the
Capital Securities and the Common Securities referred to therein. Prior to the
execution and delivery of such amended and restated Trust Agreement or
Declaration, the Trustee shall not have any duty or obligation hereunder or with
respect of the trust estate, except as otherwise required by applicable law or
as may be necessary to obtain prior to such execution and delivery any licenses,
consents or approvals required by applicable law or otherwise. Notwithstanding
the foregoing, the Trustee may take all actions deemed proper as are necessary
to effect the transactions contemplated herein.
4. The Depositor, as sponsor of the Trust, is hereby authorized, in its
discretion, (i) to prepare one or more offering memoranda in preliminary and
final form relating to the offering and sale of Capital Securities of the Trust
in a transaction exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and such other forms or filings as may be
required by the 1933 Act, the Securities Exchange Act of 1934, as amended, or
the Trust Indenture Act of 1939, as amended, in each case relating to the
Capital Securities of
the Trust; (ii) to file and execute on behalf of the Trust, such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents that shall be necessary or
desirable to register or establish the exemption from registration of the
Capital Securities of the Trust under the securities or "Blue Sky" laws of such
jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or
desirable; (iii) to execute and file an application, and all other applications,
statements, certificates, agreements and other instruments that shall be
necessary or desirable to cause the Capital Securities to be listed on the
Private Offerings, Resales and Trading through Automated Linkages ("PORTAL")
Market, with PORTAL; (iv) to execute and deliver letters or documents to, or
instruments for filing with, a depository relating to the Capital Securities of
the Trust; (v) to execute, deliver and perform on behalf of the Trust one or
more purchase agreements, registration rights agreements, dealer manager
agreements, escrow agreements and other similar or related agreements providing
for or relating to the sale of the Capital Securities of the Trust, and (vi) to
execute on behalf of the Trust any and all documents, papers and instruments as
may be desirable in connection with any of the foregoing.
In the event that any filing referred to in this Section 4 is required by
the rules and regulations of the Commission, PORTAL or state securities or Blue
Sky laws to be executed on behalf of the Trust by the Trustee, the Trustee, or
any trustee of the Trust appointed pursuant to Section 6 hereof, in its capacity
as trustee of the Trust, is hereby authorized and directed to join in any such
filing and to execute on behalf of the Trust any and all of the foregoing, it
being understood that any such Trustee of the Trust, in its capacity as trustee
of the Trust, shall not be required to join in any such filing or execute on
behalf of the Trust any such document unless required by the rules and
regulations of the Commission, PORTAL or state securities or Blue Sky laws.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of trustees of the Trust initially shall be one and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor which
may increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware. Subject to the foregoing, the Depositor is entitled to
appoint or remove without cause any trustee of the Trust at any time. Any
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trustee of the Trust may resign upon thirty days' prior notice to the Depositor.
7. This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
DOMINION RESOURCES, INC.,
as Depositor
By: /s/ G. Xxxxx Xxxxxx
-----------------------------
Name: G. Xxxxx Xxxxxx
Title: Vice President
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but
solely as trustee of the Trust
By: /s/ Xxxxx Xxxxx
-----------------------------
Name: Xxxxx Xxxxx
Title: Trust Officer
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