Exhibit 4(iv)
DOMINION SUBSIDIARY SAVINGS PLAN
TRUST AGREEMENT
Effective October 1, 1995
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II
ESTABLISHMENT OF TRUST. . . . . . . . . . . . . . . . . . . 2
2.01. General . . . . . . . . . . . . . . . . . . . . . 2
2.02. Exclusive Benefit/Non-Diversion . . . . . . . . . 2
ARTICLE III
POWERS OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . 3
3.01. General . . . . . . . . . . . . . . . . . . . . . 3
3.02. DRI Stock . . . . . . . . . . . . . . . . . . . . 5
3.03. Voting of DRI Stock . . . . . . . . . . . . . . . 6
3.04. Appointment of Agents by the Trustee. . . . . . . 6
3.05. Appointment of Sub-Trustees,
Custodians, Sub-Custodians. . . . . . . . . . . . 6
ARTICLE IV
DUTIES OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . 6
4.01. General . . . . . . . . . . . . . . . . . . . . . 6
4.02. Plan Accounts . . . . . . . . . . . . . . . . . . 6
4.03. Account Valuations. . . . . . . . . . . . . . . . 7
4.04. Investment Accounts . . . . . . . . . . . . . . . 7
4.05. Distributions . . . . . . . . . . . . . . . . . . 7
4.06. Examination of Trustee Records. . . . . . . . . . 8
4.07. Trustee Reports . . . . . . . . . . . . . . . . . 8
4.08. Taxes . . . . . . . . . . . . . . . . . . . . . . 8
4.09. Other Trustee Duties. . . . . . . . . . . . . . . 8
ARTICLE V
DUTIES OF ADMINISTRATOR . . . . . . . . . . . . . . . . . . 8
5.01. General . . . . . . . . . . . . . . . . . . . . . 8
5.02. Operational Responsibilities. . . . . . . . . . . 9
5.03. Administrator Reports . . . . . . . . . . . . . . 9
5.04. Actions by Administrator. . . . . . . . . . . . . 9
5.05. Authority to Act. . . . . . . . . . . . . . . . . 9
5.06. Indemnification of Trustee For Acts of
Administrator . . . . . . . . . . . . . . . . . . 10
ARTICLE VI
COMPENSATION OF THE TRUSTEE . . . . . . . . . . . . . . . . 10
6.01. General . . . . . . . . . . . . . . . . . . . . . 10
6.02. Payments From Trust Fund. . . . . . . . . . . . . 10
ARTICLE VII
REMOVAL OR RESIGNATION OF TRUSTEE . . . . . . . . . . . . . 10
7.01. Notice. . . . . . . . . . . . . . . . . . . . . . 10
7.02. Successor Trustee . . . . . . . . . . . . . . . . 10
7.03. Transfer of Trust Fund. . . . . . . . . . . . . . 11
7.04. Accountings . . . . . . . . . . . . . . . . . . . 11
ARTICLE VIII
TERMINATION OF PLAN . . . . . . . . . . . . . . . . . . . . 11
8.01. Notice, Continuation or Distribution. . . . . . . 11
8.02. Automatic Termination . . . . . . . . . . . . . . 12
8.03. Withdrawal of a Participating
Affiliate . . . . . . . . . . . . . . . . . . . . 12
ARTICLE IX
DENIAL OF EXISTENCE OF GUARANTEES . . . . . . . . . . . . . 12
9.01. General . . . . . . . . . . . . . . . . . . . . . 12
9.02. No Employment Rights. . . . . . . . . . . . . . . 13
ARTICLE X
FAILURE TO QUALIFY. . . . . . . . . . . . . . . . . . . . . 13
ARTICLE XI
AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE XII
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . 13
12.01. Headings. . . . . . . . . . . . . . . . . . . . . 13
12.02. Applicable Law. . . . . . . . . . . . . . . . . . 14
12.03. Mergers or Consolidations . . . . . . . . . . . . 14
12.04. Singular, Plural, Capitalization and
Gender. . . . . . . . . . . . . . . . . . . . . . 14
12.05. Trustee Merger. . . . . . . . . . . . . . . . . . 14
12.06. Sponsor Mergers . . . . . . . . . . . . . . . . . 14
12.07. Assignments and Alienations . . . . . . . . . . . 14
12.08. Counterparts. . . . . . . . . . . . . . . . . . . 15
INTRODUCTION
This Agreement shall be called the Dominion Subsidiary Savings
Plan Trust Agreement and is hereinafter referred to as the Trust Agree-
ment.
Dominion Capital, Inc. (the Sponsor), a corporation organized
and existing under the laws of the Commonwealth of Virginia, has adopted
the Dominion Subsidiary Savings Plan (the Plan) and the Trust Agreement,
effective October 1, 1995, for the benefit of employees of any non-
regulated subsidiaries (collectively, the Company) of Dominion Resources,
Inc. who adopt the Plan.
The Sponsor has acted to appoint Signet Trust Company as trustee
of the Plan, effective October 1, 1995.
Signet Trust Company (the Trustee) accepts its appointment as
Trustee in accordance with Plan Article XVI and agrees to abide by all
of the terms of the Trust Agreement.
ARTICLE I
DEFINITIONS
Any capitalized term used in this Trust Agreement which is not
expected by normal usage and which is defined in Article I or elsewhere
in the Plan shall have the meaning herein as set forth in the Plan. The
provisions of the Plan are incorporated by reference into this Trust
Agreement.
ARTICLE II
ESTABLISHMENT OF TRUST
2.01. General. The Sponsor hereby establishes with the Trustee a Trust
consisting of such funds as the Company may from time to time deliver
to the Trustee constituting Company contributions to the Plan, and any
earnings and profits thereon. All such funds, any earnings and profits
thereon and the stock, securities and other property acquired by the
Trustee with such funds, less the payments or distributions which have
been made by the Trustee at the appropriate time of reference and any
losses pertaining to such stock, securities or other property, shall be
held in trust by the Trustee pursuant to the terms of the Plan and this
Trust Agreement and shall be referred to as the Trust Fund.
2.02. Exclusive Benefit/Non-Diversion. At no time shall any part of
the Trust Fund be used for or diverted to purposes other than for the
exclusive benefit of Members, retired Members and their Beneficiaries
and for the payment of the expenses of the Plan; nothing provided herein,
however, shall prevent the return to the Company of contributions on the
failure of the Plan to qualify initially under Section 401 of the
Internal Revenue Code of 1986, as amended (the Code) as provided in the
Plan or which are made as a mistake of fact, or which are not deductible,
as provided in the Plan, as allowed by law.
ARTICLE III
POWERS OF TRUSTEE
3.01. General. The Trustee shall have the following powers:
(a) to invest and reinvest the Trust Fund in such investments
as it may deem proper and suitable for the purposes of the Plan, as may
be selected by an investment manager, or as directed by participants
in accordance with the Plan, including, by way of example and not of
limitation, notes; bonds; obligations; either common or preferred stock;
warrants; rights; securities convertible into common stock; units,
shares, or participations in a common trust fund; or any open-end or
closed-end management investment company or unit investment trust
registered under the Investment Company Act of 1940, as amended
(including funds or trusts sponsored or operated by the Trustee or, if
applicable an investment manager or any affiliate of the Trustee or an
investment manager, the terms of which are incorporated herein by
reference); partnerships; obligations of the United States, any state
of the United States or any municipality or agency thereof; mortgages
and real estate whether developed or undeveloped; sales and leasebacks;
interests in real estate investment trusts; leaseholds of any duration;
savings accounts; certificates of deposit and other types of time
deposits with any financial institution (including the Trustee);
individual and group insurance policies or contracts; annuity contracts;
separate accounts; and investment policies and contracts;
(b) To invest and reinvest the Trust Fund in accordance with
the provisions of the Plan and Trust Agreement.
(c) To keep, retain and safeguard any and all investments
properly constituting the Trust Fund.
(d) To sell, assign, exchange, transfer, convey or otherwise
dispose of any or all of the investments or property constituting the
Trust Fund in accordance with the provisions of the Plan at either public
or private sale for cash or other consideration or for deferred payments,
and for the purpose of selling, assigning, transferring or conveying the
same, to make, execute, acknowledge and deliver any and all instruments
of conveyance or assignments in such form and with such warranties and
covenants as the Trustee may deem proper; and in the event of any sale,
conveyance, exchange or other disposition of any asset of the Trust Fund,
the purchaser shall not be required in any way to see to the application
of the purchase money or other consideration passing in connection
therewith.
(e) To vote any stocks, bonds or other securities held by it
(excluding any such securities held by a sub-trustee or subject to the
direction of an investment manager appointed pursuant to Section 3.05
or 3.01(i)) in accordance with the provisions of the Plan at any meeting
of stockholders, bondholders, or other security holders, and to delegate
the power so to vote to attorneys-in-fact or by proxies under power of
attorney, restricted or unrestricted, and to join in or dissent from or
oppose the reorganization, recapitalization, consolidation, sale or
merger of the corporation or properties in which the Trustee may hold
stocks, bonds or other securities.
(f) To take up or subscribe for any rights or exercise any
subscription or conversion privilege in any stocks, bonds, notes or other
securities constituting the Trust Fund.
(g) To compromise, adjust, arbitrate, ▇▇▇ or defend, abandon
or otherwise deal with and settle claims in favor of or against the Trust
Fund or relating to any of the assets of the Trust.
(h) To hold property in the Trustee's name or the name of the
nominees, or to retain such investment unregistered or in a form
permitting transfer by delivery, provided that the books and records of
the Trustee shall at all times show that such investments are a part of
the Trust.
(i) To invest all or any part of the assets of the Trust Fund
in any collective investment trust which then provides for the pooling
of the assets of the Plan described in Code section 401(a) and exempt
from tax under Code section 501(a), or any comparable provisions of any
future legislation that amends, supplements, or supersedes those
sections, and which is then maintained by any bank (whether or not such
collective investment trust provides for the pooling of assets of other
tax-exempt trusts), provided that such collective investment trust is
exempt from tax under the Code or regulations or rulings issued by the
Internal Revenue Service. The provisions of the document governing any
such collective investment trust as it may be amended from time to time
shall govern any investment therein and are hereby made a part of this
Trust Agreement.
(j) If an investment manager, as defined in section 3(38) of
the Employee Retirement Income Security Act of 1974, as amended (ERISA),
which has been appointed (by a named fiduciary designated for this
purpose by the Sponsor) to direct some or all of the investments of the
Trust Fund in accordance with the Plan, is a bank, as defined in the
Investment Advisors Act of 1940, to transfer to such investment manager
all or any specified assets in that part of the Trust Fund which is
subject to such investment manager's direction, for investment by such
investment manager through the medium of any common, collective or
commingled trust fund maintained by it which consists solely of assets
of trusts qualified under Code section 401(a) and which is exempt from
tax under Code section 501(a), whereupon the instrument establishing such
common, collective or commingled trust fund, as amended from time to
time, shall constitute a part of the Plan assets of which are included
in such part of this Trust as long as any portion of such assets shall
be invested through the medium of such common, collective or commingled
trust fund.
(k) Subject to its general fiduciary obligations to the Plan,
to hold cash uninvested and deposit same with any banking or savings
institution, including its own banking department or the banking
department of one of its affiliates.
(l) To consult with legal counsel, including, without
limitation, counsel to a participating employer or the Plan's
Administrator with respect to the construction of this Agreement, its
duties hereunder, or any act which it purposes to take or omit.
(m) To do all other things which shall be necessary to carry
out the powers specified herein and to perform its duties under the Plan
and this Trust Agreement.
3.02. DRI Stock. The Trustee may acquire Dominion Resources, Inc.
Stock (DRI Stock) to be credited to the accounts of Members in the Plan,
whether such stock is unregistered or registered under the Securities
Act of 1933, as amended, through open market purchases or from DRI's
authorized but unissued shares; provided, however, that any transaction
with respect to DRI Stock must be at least as favorable to the Plan and
the Members thereof as the most favorable alternative set forth above
not chosen. Purchases made from DRI shall be based on the closing market
price of DRI Stock on the New York Stock Exchange composite tape on the
preceding business day of the New York Stock Exchange.
3.03. Voting of DRI Stock. Before each annual or special meeting of
stockholders of DRI, the Trustee will furnish each Member with a copy
of the proxy solicitation material for such meeting as furnished to the
Trustee by DRI together with a form addressed to the Trustee requesting
the Member's confidential instructions on how the DRI Stock credited to
his account as of the Valuation Date preceding the record date should
be voted. Upon receipt of such instructions, the Trustee shall vote such
stock as instructed. Any DRI stock held by the Trustee as to which it
receives no voting instructions shall to the extent consistent with its
fiduciary duties under ERISA, be voted by the Trustee in accordance with
management recommendations.
3.04. Appointment of Agents by the Trustee. The Trustee is authorized
to appoint agents with discretionary authority as to any part of the
Trust Fund and functions incident thereto when, in the sole discretion
of the Trustee, such delegation is necessary in order to facilitate the
operation of the Trust and such delegation is not inconsistent with the
purposes of the Trust or in contravention of any law. In the delegation
of such discretionary authority, the Trustee may appoint as agent any
person or entity including, but not limited to, an Administrator. Upon
such delegation, the Trustee may require such reports, bonds or written
agreements as it deems necessary to monitor properly the actions of its
delegate. The Trustee shall have the sole responsibility for continuing
or terminating any delegation of discretionary authority to any agent
under this section.
3.05. Appointment of Sub-Trustees, Custodians, Sub-Custodians. In
addition to the Trustee's authority under section 3.04, at the direction
of the Sponsor, the Trustee may from time to time employ one or more sub-
trustees, custodians, or sub-custodians.
ARTICLE IV
DUTIES OF TRUSTEE
4.01. General. The Trustee shall receive contributions to the Plan
and invest the same and any earnings thereon according to the terms of
the Plan.
4.02. Plan Accounts. The Trustee shall establish or cause to be
established the Company Stock Fund, Interest Bearing Account Fund,
Balanced Fund, Equity Index Fund, America's Utility Fund and such other
Accounts as may be necessary or desirable for the administration of the
Plan, and credit or cause to be credited contributions thereto, and
invest the contributions and any earnings thereon in accordance with the
terms of the Plan and any elections made by Members pursuant to the terms
of the Plan. Such accounts, however, are established for purposes of
convenience and accounting only and shall not prevent the Trustee from
dealing with the assets of the Trust as a single commingled fund, nor
shall the keeping of such accounts vest any Member with an interest in
the assets held by the Trustee except to the extent provided under the
terms of the Plan.
4.03. Account Valuations. The Trustee shall periodically (but at least
annually) value or cause the assets of the Trust Fund to be valued
according to the provisions of the Plan and shall determine the value
of DRI Stock and units of such other Account Fund for purposes of
crediting contributions to a Member's account or making distributions
therefrom.
4.04. Investment Accounts. For purposes of establishing the Interest
Bearing Account Fund, the Balanced Fund, the Equity Fund, and the
America's Utility Fund, the Trustee may invest in securities, may
participate in a fund investing in securities or may enter into an
annuity contract or other investment agreement with an insurance company
or other financial institution; provided, however, that should the
Sponsor so direct, the Trustee shall enter into a contract with such
terms and with such insurance company or other financial institution as
the Sponsor may direct. The Trustee shall be fully protected and
indemnified by the Sponsor for any liability it may incur in following
such direction.
4.05. Distributions. At the direction of an Administrator, the Trustee
shall distribute such money and other property to such person or entities
as the Administrator may designate. Any direction given to the Trustee
by the Administrator in accordance with this Section need not specify
the particular application of the payment to be made, but shall specify
that the payment is for benefits or expenses provided by the Plan. The
Trustee shall be fully protected in relying on the instructions of the
duly authorized representative of an Administrator in making payments
from the Plan from time to time and shall be charged with no
responsibility whatsoever respecting the application of such money and
other property. The Trustee shall have no authority concerning the
entitlement of any person to benefits nor the amount of any person's
benefits.
4.06. Examination of Trustee Records. The Trustee shall keep or cause
to be kept by its agents, records regarding the administration of the
Trust, which records may be examined at any reasonable time by the duly
authorized representative of an Administrator.
4.07. Trustee Reports. The Trustee shall file with the Administrator
such reports concerning the Plan and containing such information and at
such times as the Trustee and the Administrator may agree. Further, the
Trustee shall furnish the Administrator with such information as it may
require and as may be agreed to for purposes of fulfilling any duties
concerning reporting to state and federal agencies, the Members of the
Plan and their Beneficiaries.
4.08. Taxes. The Trustee shall pay out of the Trust Fund, or withhold
for satisfaction, all taxes of any sort levied against the Trust Fund
or any part thereof, other than taxes properly attributable to Members
or their Beneficiaries.
4.09. Other Trustee Duties. The Trustee shall perform all functions
which may be assigned to it by this Trust Agreement and such other
functions as may be agreed upon between the Sponsor and the Trustee from
time to time in writing.
ARTICLE V
DUTIES OF ADMINISTRATOR
5.01. General. In discharging the duties assigned to it under the
Plan, the Administrator has the discretion and final authority to
interpret and construe the terms of the Plan; to determine coverage and
eligibility for benefits under such Plan; to adopt, amend, and rescind
rules, regulations and procedures pertaining to its duties under such
Plan and the administration of such Plan; and to make all other
determinations the Administrator deems necessary or advisable for the
discharge of its duties or the administration of such Plan. The
Administrator's discretionary authority is absolute, conclusive and
exclusive, and binds all parties so long as the Administrator exercises
this discretion in good faith. In order to carry out the purposes of
the Plan, the Sponsor specifically intends that judicial review of any
decision of the Plan's Administrator be limited to the deferential
arbitrary and capricious standard of review. Such judicial deference
will promote the efficient administration of the Plan by reducing the
amount and costs of litigation related to the Plan Administrator's
decisions, thereby preserving the resources of the Plan and promoting
the interests of participants and beneficiaries. The express grant of
any specific power to the Administrator with respect to any duty assigned
to it under the Plan should not be construed as limiting any power or
authority of such Administrator to discharge its duties.
5.02. Operational Responsibilities. The Administrator shall have
complete responsibility for the operation and administration of the Plan
and, by way of example and not limitation, shall determine eligibility
for Membership, receive elections of Members under the Plan pertaining
to investments, contributions, suspensions, distributions or withdrawals
and notify the Trustee of the same, receive requests for distributions
and direct the Trustee to make such distributions and furnish the Trustee
with such information as it may require to carry out its duties under
the Plan and the Trust Agreement.
5.03. Administrator Reports. The Administrator shall make all reports
concerning the Plan to state and federal agencies and to Members and
their Beneficiaries, other than those specifically imposed on the Trustee
by law, the Plan, this Trust Agreement or those which the Trustee has
agreed in writing to prepare. Should the Trustee incur any liability
by reason of the Administrator's failure to file timely reports which
the Sponsor is obligated to file, the Sponsor shall reimburse the Trustee
for any and all obligations, including penalties, interest and expenses
incurred by the Trustee.
5.04. Actions by Administrator. Any action by the Administrator
pursuant to this Trust Agreement shall be taken by those persons and
entities authorized to take such action on behalf of the Administrator
pursuant to Section 5.05 and shall be evidenced in writing and signed
by a duly authorized representative of the Administrator and the Trustee
shall be fully protected in acting in accordance with such writing.
5.05. Authority to Act. The Administrator shall furnish the Trustee
from time to time with certified copies of resolutions from the Sponsor's
Board of Directors, as applicable, or a letter from the principal
executive officer on behalf of the Sponsor evidencing the appointment,
identity and termination of office of any persons acting as or constitut-
ing the Administrator or the duly authorized representatives of the
Sponsor with respect to any right, power or duty specified in this Trust
Agreement, and the Trustee shall be fully protected in taking action
based on instructions from such persons pursuant to Section 5.04 until
he has received notice of a revocation of such authority.
5.06. Indemnification of Trustee For Acts of Administrator. The
Sponsor shall fully indemnify and save harmless the Trustee from
liability and expense incident to any act or failure to act by reason
of the Trustee's reliance on or compliance with instructions issued by
the Administrator or any duly authorized representative of the
Administrator pursuant to Sections 5.04 and 5.05.
ARTICLE VI
COMPENSATION OF THE TRUSTEE
6.01. General. The Trustee shall be entitled to compensation for
services rendered by it in such amount and on such basis as it and the
Administrator may agree from time to time and shall be reimbursed by the
Sponsor for any reasonable expenses it may incur in administering the
Trust Agreement.
6.02. Payments From Trust Fund. The compensation and reimbursement
of the Trustee and all other expenses (including, where applicable, the
fees of counsel where the engagement and compensation arrangements have
been approved in advance by the Administrator) of the Plan shall be paid
by the Plan in a uniform and equitable manner unless paid by the Sponsor
and their participating affiliates.
ARTICLE VII
REMOVAL OR RESIGNATION OF TRUSTEE
7.01. Notice. The Sponsor may remove the Trustee hereunder with
respect to the Plan at any time by giving 30 days' notice in writing to
the Trustee. The Trustee may resign as Trustee of the Plan at any time
by giving 30 days' notice in writing to the Administrator of the Plan
or the Sponsor. The parties by agreement may waive such written notice
or may cause a resignation or removal to become effective before the
running of the notice period.
7.02. Successor Trustee. In the event of such removal or resignation,
a successor Trustee shall be appointed by the Sponsor to become Trustee
of the Plan as of the time such removal or resignation becomes effective.
Such successor Trustee shall accept such appointment by an instrument
in writing delivered to the Administrator. The Trustee upon becoming
successor Trustee shall be vested with all the rights, powers, duties,
privileges and immunities as successor Trustee hereunder as if originally
designated as Trustee in this Trust Agreement.
7.03. Transfer of Trust Fund. Upon such appointment and acceptance,
the retiring Trustee shall endorse, transfer, assign, convey and deliver
to the successor Trustee all of the funds, securities and other property
then held by it in the Trust Fund, except such amount as it may consider
necessary to cover its compensation and its expenses in connection with
the settlement of its accounts and the delivery of the Trust Fund to the
successor Trustee. The balance remaining of any amount so reserved shall
be transferred and paid over to the successor Trustee promptly upon
settlement of its accounts.
7.04. Accountings. In the event of the removal or resignation of the
Trustee hereunder, the Trustee shall file with the Administrator a
statement and report of its accounts and proceedings covering the period
from its last statement and report and shall furnish the Administrator
with the entire master record of each Account in the Plan updated through
the date of removal or resignation.
ARTICLE VIII
TERMINATION OF PLAN
8.01. Notice, Continuation or Distribution. In the event a termination
of the Plan occurs, the Administrator shall notify the Trustee of such
termination in writing. Thereafter, the Administrator may either direct
the Trustee according to the terms of the Plan to maintain the assets
of the Plan in trust and distribute them pursuant to the terms of the
Plan as if a termination had not occurred, or it may direct the Trustee
to distribute all cash, securities and other property then constituting
the Trust Fund, less any amounts constituting charges and expenses
payable from the Trust Fund on the date or dates specified by the Admin-
istrator to such persons and in such manner as such Administrator shall
direct. In making such distributions, the Trustee shall be entitled to
assume that such distributions are in full compliance with and are not
in violation of any applicable law, and the Trustee may require such
Administrator to furnish it with evidence that such distributions do not
violate any such law. The Sponsor, as applicable, shall indemnify and
save the Trustee harmless from any liability or expense the Trustee may
incur with respect to any liability of any kind whatsoever arising from
any distribution made by the Trustee at the direction of the
Administrator as a result of the termination of the Plan.
8.02. Automatic Termination. This Trust Agreement shall terminate
when there are no remaining assets of the Trust Fund.
8.03. Withdrawal of a Participating Affiliate. A participating
affiliate may at any time direct the Trustee to segregate and withdraw
that portion of the equitable share of the Plan as may be certified to
the Trustee by the Administrator as allocable to any specified group or
groups of employees or beneficiaries. Whenever segregation is required,
the Trustee shall withdraw from the Trust Fund such assets as it shall
in its absolute discretion deem to be equal in value to the equitable
share to be segregated. Such withdrawal from the Trust Fund shall be
in cash or in property held in such Fund, or in a combination of both,
as agreed to between the Administrator and the Trustee. The Trustee
shall thereafter hold the assets so withdrawn as a separate trust fund
in accordance with the provisions of either this Agreement (which shall
be construed with respect to such assets as if the employer maintaining
the Plan (determined without regard to whether any subsidiaries or
affiliates of such employer have joined in the Plan)) had established
a separate trust agreement with the Trustee hereunder or of a separate
trust agreement. Such segregation shall not preclude later readmission
to the Trust Fund.
ARTICLE IX
DENIAL OF EXISTENCE OF GUARANTEES
9.01. General. Neither the Sponsor, any Trustee, nor any other
participating affiliates in any way guarantee the adequacy of the Trust
Fund for the payment of any benefit or amount which may become due under
the Plan to any Member or to the legal representative or Beneficiary of
any such Member. Each Member, former Member, Beneficiary or legal
representative of a Member shall look solely to the assets constituting
the Trust Fund for the payment of benefits under the Plan.
9.02. No Employment Rights. Membership in the Plan shall not give
any employee the right to be retained in the Sponsor's or any
participating affiliate's service or any right or interest in the Trust
Fund other than as provided herein or in the Plan.
ARTICLE X
FAILURE TO QUALIFY
It is the intent of the Sponsor that the Plan and Trust will
qualify under Code sections 401(a) and 501(a). In the event that the
Plan and the Trust fail to be initially accepted by the Internal Revenue
Service as a qualified plan and the applicable Administrator declines
to make any necessary changes in the Plan and Trust to bring them into
compliance with the Code, Company contributions shall be returned to the
Company within one year of receipt of the Internal Revenue Service's
determination that a Plan is not initially a qualified plan.
ARTICLE XI
AMENDMENT
The Sponsor reserves the right at any time, and from time to
time, to modify or amend in whole or in part any or all of the provisions
of this Agreement with respect to the Plan; provided, however, that no
modification or amendment which affects the rights, duties or
responsibilities of a Trustee may be made without the Trustee's consent.
ARTICLE XII
MISCELLANEOUS
12.01. Headings. Titles are included only for convenience and are not
to be considered in the construction of the provisions hereof.
12.02. Applicable Law. Except to the extent otherwise required by
federal law, the Trust Agreement hereby created shall be construed,
administered and governed in all respects under and by the laws of the
Commonwealth of Virginia.
12.03. Mergers or Consolidations. No merger or consolidation with,
or transfer of assets or liabilities of the Plan to any other plan shall
be made, unless each Member would receive immediately after such event
a benefit (determined as if the Plan had terminated at that time) which
is equal to or greater than the benefit he would have been entitled to
receive under the Plan immediately before such event had the Plan
terminated at that time.
12.04. Singular, Plural, Capitalization and Gender. Wherever
appropriate, words used in this Agreement in the singular shall include
the plural; and the plural, the singular. The masculine gender shall
include the feminine; and the feminine gender, the masculine, unless the
context clearly indicates otherwise.
12.05. Trustee Merger. Any corporation into which the Trustee may be
merged or with which it may be consolidated, or any corporation resulting
from any merger or consolidation to which the Trustee is a party, or any
corporation succeeding to the trust business of the Trustee, shall become
the successor of the Trustee hereunder, without the execution or filing
of any instrument or the performance of any further act on the part of
the parties hereto.
12.06. Sponsor Mergers. Any corporation into which the Sponsor may
be merged or with which either may be consolidated, or any corporation
succeeding to all or a substantial part of the business interests of the
Sponsor may become a party hereunder if it elects to continue a Plan and
this Trust Agreement and files a notice in writing to that effect with
the Trustee.
12.07. Assignments and Alienations. No payment which is payable from
the Trust Fund to any person will be subject in any manner to
anticipation, alienation, garnishment, sale, transfer, assignment,
pledge, encumbrance or charge and any attempt to anticipate, assign,
alienate, sell, garnishee, transfer, pledge, encumber or charge the same
will be void; and no such benefit will in any manner be subject to the
debts, contracts, liabilities, engagements or torts of any such person,
nor will it be subject to legal notice for or against such person and
the same will not be recognized by the Trustee except to the extent
required by law.
12.08. Counterparts. This Trust Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, and said
counterparts shall constitute but one and the same instrument and may
be sufficiently evidenced by any one counterpart.
IN WITNESS WHEREOF, Dominion Capital, Inc. and the Trustee have
caused their duly authorized officers to sign this document this _____
day of _________________, 1995.
DOMINION CAPITAL, INC.
BY:
As evidenced by the signature of its duly authorized officer,
Signet Trust Company hereby accepts its appointment, as Trustee and
fiduciary responsibility under this Trust Agreement.
SIGNET TRUST COMPANY
BY: