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Executive Stock Purchase And Loan Plan

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Exhibit 10.10














Plan Pool


Stock Purchases


Restricted Stock Match


Amounts of Loans


Loan Terms


Repayment of Loans


Effective Date of the Plan


Termination, Modification, Change


Administration of the Plan







1. Purpose . The purpose of this Dominion Resources, Inc. Executive Stock Purchase and Loan Plan, Phase II (the " Plan" ) is to encourage and facilitate ownership of Dominion' s common stock by the executives of Dominion and certain of its subsidiaries.

2. Definitions . As used in the Plan, the following terms shall have the meanings indicated: (a) " Applicable Taxes" means the projected assumed federal, state and local income taxes and FICA taxes payable by Participants due to the receipt of the Restricted Stock Match.

(b) " Average Cost" means the average cost to the Plan of all shares of Company Stock in the Plan Pool, including the purchase price of the Company Stock, any brokerage fees or other costs of acquisition, and the costs associated with any forward purchase contract for the acquisition of Company Stock. Average Cost may be reduced by dividends issued for the first calendar quarter of 2000 on shares of Company Stock in the Plan Pool, and interest earned on the dividends.

(c) " Bank" means Bank One, NA.

(d) " Board" means the Board of Directors of Dominion Resources, Inc.

(e) " Broker" means a registered broker-dealer selected by Dominion.

(f) " Change of Control" means the occurrence of any of the following events:

(i) any person, including a " group" as defined in Section 13(d)(3) of the Act becomes the owner or beneficial owner of Dominion securities having 20% or more of the combined voting power of the then outstanding Dominion securities that may be cast for the election of Dominion' s directors (other than as a result of an issuance of securities initiated by Dominion, or open market purchases approved by the Dominion Board, as long as the majority of the Dominion Board approving the purchases is also the majority at the time the purchases are made); or

(ii) as the direct or indirect result of, or in connection with, a cash tender or exchange offer, a merger or other business combination, a sale of assets, a contested election, or any combination of these

1 transactions, the persons who were directors of Dominion before such transactions cease to constitute a majority of the Dominion Board, or any successor' s board of directors, within two years of the last of such transactions.

(g) " Committee" means the Organization, Compensation and Nominating Committee of the Board. (h) " Company Stock" means common stock of Dominion. In the event of a change in capital structure of Dominion, the shares resulting from such a change shall be deemed to be Company Stock within the meaning of the Plan.

(i) " Date of Loan" means the date as of which a Loan is disbursed and the Master Promissory Note evidencing the Loan is issued. (j) " Dominion" means Dominion Resources, Inc.

(k) " Enrollment Agreement" means an agreement between a Participant and Dominion under which the Participant agrees to obtain a Loan to acquire Company Stock under the Plan.

(l) " Financial Institution" means a bank or other financial institution which makes a Loan to a Participant under the Plan. (m) " Facility Agreement" means The Facility and Guaranty Agreement among Dominion Resources, Inc., Bank One, NA as agent and the Financial Institutions Signatory Thereto.

(n) " Hardship" means a substantial, unavoidable economic hardship incurred by the Participant that cannot be met by other available resources of the Participant or the disability of the Participant. The Committee will determine whether a Hardship exists in its sole discretion.

(o) " Incentive Plan" means the Dominion Resources, Inc. Incentive Compensation Plan

(p) " Individual Holdings" means the amount of Company Stock held by the Participant for purposes of the Ownership Guidelines reduced by any Company Stock held by the Participant in a Dominion-sponsored tax qualified retirement plan.

(q) " Individual Target" means the target amount of Company Stock that a Participant is encouraged to own for purposes of the Ownership Guidelines based on the Participant' s job title as of the Date of Loan.

(r) " Loan" means a loan from the Financial Institutions to a Participant to acquire Company Stock which shall be evidenced by the Master


Promissory Note of the Participant and such other documents as determined by the Committee.

(s) " Master Promissory Note" means a promissory note evidencing a Loan to a Participant. (t) " Ownership Guidelines" means the Dominion Resources, Inc. Stock Ownership Guidelines, Executive Group, attached as Exhibit A. (u) " Participant" means any employee who purchases Company Stock under the Plan.

(v) " Plan Pool" means the total shares of Company Stock acquired on behalf of the Plan for distribution to Participants that shall not exceed a total value based on the prices at acquisition of $83 million.

(w) " Pool Stock" means Company Stock acquired pursuant to the Plan Pool.

(x) " Plan Stock" means Pool Stock and stock acquired pursuant to the Restricted Stock Match. (y) " Reimbursement Agreement" means an agreement between the Participant and Dominion, in such form as the Committee shall determine, under which the Participant agrees to repay Dominion in the event Dominion is required to repay the Financial Institutions under the Facility Agreement.

(z) " Restricted Stock Match" means the shares of Company Stock issued under Section 7 of the Incentive Plan. (aa) " Subsidiaries" means any wholly-owned first-tier subsidiary of Dominion.

3. Eligibility . An employee of Dominion or the Subsidiaries with the title of Vice President or higher or General Manager, Gas Supply (Consolidated Natural Gas) when the Plan is implemented may be eligible to participate in the Plan. The Committee may determine that all or a part of these eligible employees may be eligible for each phase of the Plan. An employee' s participation in the Plan shall not obligate Dominion or the Subsidiaries to pay any particular salary or to continue the employment of a Participant after the Loan.

4. Participation . To become a Participant, an eligible employee must satisfy the following requirements:

(a) complete, sign and submit all agreements and other documents as may be required by Dominio
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