EXHIBIT D
CONSOLIDATED FEDERAL INCOME TAX
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ALLOCATION AGREEMENT AMONG MEMBERS OF THE
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DOMINION RESOURCES, INC. AFFILIATED GROUP
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This Agreement made as of this 30/th/ day of April, 2000 by and among
Dominion Resources, Inc., a Virginia corporation ('Parent') and each of its
undersigned Subsidiaries for taxable years ending after January 28, 2000.
WITNESSETH:
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WHEREAS, Parent and the undersigned Subsidiaries included in Appendix
A are members of an affiliated group of corporations ('the Affiliated Group") as
defined in section 1504(a) of the Internal Revenue Code of 1986, as amended
("the Code"); and
WHEREAS, Parent will file a United States consolidated federal income
tax return ("Consolidated Return") for the Affiliated Group for the taxable year
ended December 31, 2000 and will file a Consolidated Return for all subsequent
taxable periods for which one or more of the Subsidiaries is a member of the
Affiliated Group; and
WHEREAS, it is the intent and desire of the parties hereto that a
method be established for allocating the Consolidated Return tax liability of
the Parent and the undersigned Subsidiaries to such Parent and Subsidiaries, for
reimbursing Parent for payment of such tax liability, and to provide for the
allocation and payment of any refund arising from current year tax losses or a
carryback or carryforward of losses or tax credits to subsequent or prior
taxable years,
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows:
1. Consolidated Return Election. A Consolidated Return shall be filed
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by Parent for each taxable period in respect of which this Agreement is in
effect and for which Parent and one or more of the Subsidiaries are required or
permitted to file a Consolidated Return. With respect to Parent and each
Subsidiary, any period for which such Subsidiary is or may be included in a
Consolidated Return filed by Parent is referred to in this Agreement as a
"Consolidated Return Year." Each Subsidiary hereby irrevocably designates Parent
as its agent for the purpose of taking any and all action necessary or
incidental to the filing of any Consolidated Return, and further agrees to
furnish Parent with any and all information and to take any and all action as
Parent may reasonably request that is necessary or appropriate for the proper
filing of a Consolidated Return or for implementing the provisions of this
Agreement. Each Subsidiary agrees that it will join in the Consolidated Returns
to be filed by Parent to the extent that such Subsidiary is required or
permitted to do so by the Code.
2. Liability for Consolidated Federal Income Tax Liability. As between
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the parties hereto Parent agrees to pay the United States consolidated federal
income tax liability of the Affiliated Group for Consolidated Return Years and
each Subsidiary agrees to make such payments to Parent as shall be required
pursuant to Sections 3 and 4 hereof.
3. Allocation of Consolidated Federal Income Tax Liability. (a) The tax
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liability of the Affiliated Group will be first allocated to the members in
accordance with section 1.1552-1(a)(2) of the Federal income tax regulations and
then the Affiliated Group will elect I00 percent as a fixed percentage to be
used to allocate additional amounts to the members in accordance with Treasury
Regulations Section 1.1502-33(d)(3)(i). Each Subsidiary will pay to the Parent
the amount of tax liability
allocated to it in this paragraph (after the adjustments provided for in
subparagraph (e)) and Parent will pay to each Subsidiary or former Subsidiary
all amounts allocable under section 1.1502-33(d)(3)(ii).
(b) If a consolidated current alternative minimum tax liability exists,
such liability (as well as any associated minimim tax credit) will be allocated
to the members in accordance with proposed regulations section 1.1552-1(g).
(c) All recapture of previously claimed tax credits shall be assessed
against the member that generated the credits.
(d) Payment by each Subsidiary of its allocated Federal income tax
liability (after the adjustments provided for in subparagraph (e)) for a
Consolidated Return Year shall include estimated tax installments due for each
taxable period and each Subsidiary shall pay such estimated tax installments to
Parent not later than the due date of each such installment. Estimated tax
payments made by a Subsidiary shall be credited against the allocated
consolidated Federal income tax liability of such Subsidiary for the
Consolidated Return Year. Any underpayment or overpayment of allocated
consolidated Federal income tax liability by reason of estimated tax payments
(resulting from other than the adjustments required in subparagraph (e)) shall
be paid by or refunded to each Subsidiary within thirty days after the filing
date of the Consolidated Return, provided that if the Consolidated Return
produces a net refund the overpayment shall be refunded when received by the
Parent from the Internal Revenue Service.
(e) Payments to the Parent of the income tax liability of any subsidiary
shall be reduced by its proportionate share of any amounts allocable to the
Parent under Section 1.1502-33(d)(3)(ii). A subsidiaries proportionate share of
any amounts allocable to the Parent under Section 1.1502-33(d)(3)(ii) shall be
based on the ratio of the liability of each subsidiary to the sum of the tax
liabilities of all subsidiaries.
(f) The Companies do hereby covenant and agree with one another to
allocate and pay any state income tax for those states in which a consolidated,
combined or unitary return is filed in a manner consistent with the allocation
of federal income tax as provided in this Agreement.
4. Adjustments to Tax Liability. If the consolidated tax
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liability is adjusted for any Consolidated Return Year, whether by means of an
amended return, claim for refund or after a tax audit by the Internal Revenue
Service (except for protective refund claims), the liability of the Parent and
each Subsidiary under Section (3) of this Agreement shall be recomputed to give
effect to such adjustment as if it had been made as part of the original
computation of tax liability, and, in the case of a refund, Parent shall pay
each Subsidiary that portion of such refund as is attributable to the decrease
in such Subsidiary's allocated consolidated Federal tax liability caused by the
adjustment within thirty days after the refund is received by Parent and in the
case of an increase in tax liability, each Subsidiary shall pay to Parent that
portion of such increased tax liability (including all penalties, interest, and
additions to tax, if any) as is attributable to the increase in such
Subsidiary's allocated consolidated Federal tax liability caused by the
adjustment within thirty days after receiving notice of such liability from
Parent.
5. Separate Return Years. If part or all of an unused
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consolidated loss or tax credit is allocated to a member of the Affiliated Group
pursuant to Section 1.1502-79 of the Federal Income Tax Regulations and it is
carried back or forward to a year in which such member filed a separate income
tax return or a Consolidated Return with another affiliated group, any refund or
reduction in tax liability arising from the carryback or carryover shall be
retained by such Subsidiary. Notwithstanding the above, Parent shall determine
whether an election shall be made not to carry back part or all of a
consolidated net operating loss for any taxable year in accordance with section
172(b)(3) of the Code.
6. Priority of Agreement. This Agreement shall fix the liability
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between Parent and each Subsidiary as to the matters covered, notwithstanding
that (i) the Agreement or any part thereof is not controlling for tax or other
purposes, including, but not limited to, the computation of earnings and profits
for Federal income tax purposes, and (ii) Parent and other corporations which
are now or may become members of the Affiliated Group enter into a different
agreement for the allocation of consolidated Federal income tax liability to
such other corporations.
7. Effective Date. This Agreement shall apply to the Consolidated
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Return Year ending December 31, 2000 and all subsequent Consolidated Return
Years unless the Parent and the Subsidiaries agree to terminate the Agreement.
Notwithstanding such termination, this Agreement shall continue in effect with
respect to any payment or refund due for all Consolidated Return Years prior to
termination. In the event a Subsidiary ceases to be a member of the Affiliated
Group, Parent shall remain the sole agent of such Subsidiary with respect to the
period for which such Subsidiary was a member of the Affiliated Group, and
Parent shall have sole authority to contest any tax liability with respect to
such period. The obligations of a Subsidiary under this Agreement, including but
not limited to the obligation to cooperate in seeking a refund of tax for any
Consolidated Return Year, shall continue after such Subsidiary ceases to be a
member of the Affiliated Group.
8. Amendments. Any amendment or supplement to this Agreement shall be
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in writing and signed by an authorized representative of the parties.
9. Successors. This Agreement shall be binding upon and inure to the
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benefit of any successors whether by statutory merger, acquisition of
assets or otherwise, to any of the parties hereto, to the same extent as if
the successor had been an original party to the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in its name and on its behalf by one of its officers duly authorized.
Appendix A
CNG Coal Company
CNG Financial Services, Inc.
CNG Iroquois, Inc.
CNG Kauai, Inc.
CNG Main Pass Gas Gathering Corporation
CNG Market Center Services, Inc.
CNG Oil Gathering Corporation
CNG Pipeline Company
CNG Power Company
CNG Power Services Corporation
CNG Research Company
CNG Technologies, Inc.
Consolidated Natural Gas Company
Consolidated System LNG Company
Cypress Energy, Inc.
DEI Cayman Holding Company
DT Services, Inc.
Dominion Alliance Holding, Inc.
Dominion Appalachian Development, Inc.
Dominion Appalachian Development Properties, L.L.C.
Dominion ▇▇▇▇▇▇▇▇▇, Inc.
Dominion Black Warrior Basin, Inc.
Dominion Cleveland Thermal, Inc.
Dominion Cogen NY, Inc.
Dominion Cogen WV, Inc.
Dominion Cogen, Inc.
Dominion Dresden, Inc.
Dominion ▇▇▇▇▇▇ ▇▇, Inc.
Dominion ▇▇▇▇▇▇ III, Inc.
Dominion ▇▇▇▇▇▇ Services Company, Inc.
Dominion ▇▇▇▇▇▇, Inc.
Dominion Energy Construction Company
Dominion Energy Direct Sales, Inc.
Dominion Energy Exchange, Inc.
Dominion Energy Marketing, Inc.
Dominion Energy Peru Holdings, Inc.
Dominion Energy Services Company, Inc.
Dominion Energy, Inc.
Dominion Equipment II, Inc.
Dominion Equipment, Inc.
Dominion Exploration & Production, Inc.
Dominion Fairless Hills, Inc.
Dominion Field Services, Inc.
Dominion Gas Processing MI, Inc.
Dominion Generation, Inc.
Dominion Greenbrier, Inc.
Dominion Harrisburg, Inc.
Dominion ▇▇▇▇▇▇▇, Inc.
Dominion Member Services, Inc.
Dominion Metering Services, Inc.
Dominion Michigan Production Services, Inc.
Dominion Midwest Energy, Inc.
Dominion North Star Generation, Inc.
Dominion Nuclear Connecticut, Inc.
Page 1 of 15
Appendix A
Dominion Nuclear Holdings, Inc.
Dominion Nuclear Marketing I, Inc.
Dominion Nuclear Marketing II, Inc.
Dominion Nuclear, Inc.
Dominion ▇▇▇▇▇▇▇▇▇, Inc.
Dominion Products and Services, Inc.
Dominion Reserves - Indiana, Inc.
Dominion Reserves - Utah, Inc.
Dominion Reserves Gulf Coast, Inc.
Dominion Reserves, Inc.
Dominion Resources Services, Inc.
Dominion Resources, Inc.
Dominion Retail, Inc.
Dominion San ▇▇▇▇, Inc.
Dominion Storage, Inc.
Dominion Telecom, Inc.
Dominion Transmission, Inc.
Dominion ▇▇▇▇, Inc.
Evantage, Inc.
Granite Road Cogen, Inc.
Great Lakes Compression, Inc.
Hope Gas, Inc.
Niton US, Inc.
The East Ohio Gas Company
The Peoples Natural Gas Company
VP Property, Inc.
Virginia Electric and Power Company
Virginia Power Energy Marketing, Inc.
Virginia Power Fuel Corporation
Virginia Power Nuclear Services Company
Virginia Power Services Energy Corp., Inc.
Virginia Power Services, Inc.
Attest: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Authorized Officer
By: /s/ G. ▇▇▇▇▇ ▇▇▇▇▇▇
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G. ▇▇▇▇▇ ▇▇▇▇▇▇, Authorized Officer
Page 2 of 15
Appendix A
Carthage Energy Services, Inc.
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Assistant Secretary
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Vice President and
Corporate Secretary
Page 3 of 15
Appendix A
CNG International Corporation
DEI U.K., Inc.
Dominion Energy U.K., Inc.
Attest: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Authorized Officer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Authorized Officer
Page 4 of 15
Appendix A
Dominion Capital Financial, Inc.
Dominion Capital Ventures Corporation
Dominion Capital, Inc.
Louisiana Hydroelectric Capital Corporation
Marine Optical, Inc.
Mortgage Finance, Inc.
NH Capital, Inc.
OptaCor Financial Services Company
▇▇▇▇▇▇ Securities, Inc.
Saxon Asset Securities Company
Virginia Financial Ventures, Inc.
Attest: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Authorized Officer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Authorized Officer
Page 5 of 15
Dominion First Source, Inc.
First Source Equity Holdings, Inc.
Saxon Bofa Facility, Inc.
Saxon CSR Facility, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ Facility, Inc.
Saxon Mortgage Loan Warehouse Corporation
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Authorized Officer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Authorized Officer
Page 6 of 15
Appendix A
America's MoneyLine, Inc.
Saxon Loan Investment Corporation
Saxon Mortgage, Inc.
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Authorized Officer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Authorized Officer
Page 7 of 15
Appendix A
First Source Financial, Inc.
Attest: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Senior Vice President,
Treasurer General Counsel and Secretary
Page 8 of 15
Appendix A
Meritech Mortgage Services, Inc.
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President, General ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President,
Counsel and Assistant Secretary Chief Financial Officer and Treasurer
Page 9 of 15
Appendix A
Bridgeway Management Company
Chesterfield Land, Inc.
Dominion Land Management Company
Dominion Land Management Company - Williamsburg
Dominion Lands - Williamsburg, Inc.
Dominion Lands, Inc.
H-W Properties, Inc.
Old North State Management Company
Shoulders Hill/DCI Properties, Inc.
▇▇▇▇▇▇▇ Associates, Inc.
Waterford Harbor Realty, Inc.
Waterford Management Company
▇▇▇▇▇▇▇▇ Court/DCI Properties
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Authorized Officer ▇▇▇▇▇ ▇. ▇▇▇▇▇, Authorized Officer
Page 10 of 15
Appendix A
Dominion Venture Investments, Inc.
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Authorized Officer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Authorized Officer
Page 11 of 15
Appendix A
▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇, Authorized Officer ▇▇▇▇▇ ▇. ▇▇▇▇▇, Authorized Officer
Page 12 of 15
Appendix A
Edgen, Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Inc.
Vidalia Audit, Inc.
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Authorized Officer ▇▇▇▇ ▇. ▇▇▇▇▇▇, Authorized Officer
Page 13 of 15
Appendix A
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ of Orlando, Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ of World Trade Center, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ Properties, Inc.
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇, Authorized Officer ▇▇▇▇ ▇. ▇▇▇▇▇▇, Authorized Officer
Page 14 of 15
Appendix A
Dominion ▇▇▇▇▇▇ Marketing, Inc.
Attest: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Authorized Officer ▇▇▇▇ ▇▇▇▇, Authorized Officer
Page 15 of 15