Letter agreement with Thomas N. Chewning



Exhibit 10.25 
 
 
February 28, 2003 
 
 
Mr. Thomas N. Chewning 
Executive Vice President and 
Chief Financial Officer 
Dominion Resources, Inc. 
120 Tredegar Street 
Richmond, Virginia 23219

 
Dear Tom: 
 
The purpose of this letter agreement is to consolidate several existing
agreements currently in place between you and the Company. 
 
The
Board of Directors recognizes that you have entered into an Employment Continuity Agreement with the Company, which provides benefits under certain circumstances in the event of a change in control of the Company. This agreement is not intended to
alter such agreement in any way. You and the Company agree that, effective as of the execution of this Agreement, any prior employment agreements between you and the Company (other than the Employment Continuity Agreement) are null and void. The
term “employment agreement” as used in the preceding sentence does not include any company retirement, incentive or benefit plan or program in which you participate. 
 
A.    Enhanced Retirement Benefits. 
 

	 	(i)	 	If you attain age 55 while employed by the Company, your retirement benefits under the Company’s Pension Plan and Benefit Restoration Plan will be computed
based on the greater of (A) your years of credited service (as determined pursuant to the terms of the Pension Plan), or (B) twenty-five (25) years of credited service. Upon the earlier of (i) your attainment of age 60 while employed by the
Company, or (ii) the date upon which Thos. E. Capps ceases to be the Chief Executive Officer of the Company, your retirement benefits under the Company’s Pension Plan and Benefit Restoration Plan will be computed at such date, and at any
time thereafter, based on the greater of (A) your years of credited service (as determined pursuant to the terms of the Pension Plan), or (B) thirty (30) years of credited service. Any supplemental benefit to be provided under this section will be
provided as a supplemental benefit under this Agreement and will not be provided directly from the Pension Plan. Any 

 
 









Mr. Thomas N. Chewning 
February 28, 2003 
Page 2 of 3 
 
 
deemed credited
service under the Employment Continuity Agreement shall be credited in addition to this provision. 
 

	 	(ii)	 	You are eligible for a lifetime benefit under the Company’s Executive Supplemental Retirement Plan (“ESRP”). The ESRP benefit will be computed as an
equal periodic payment for 120 months according to the ESRP document. However, this periodic payment will be payable for your lifetime (or for 120 payments, if longer), or in a lump sum at retirement. If you should die prior to your retirement from
the Company, your beneficiary under the ESRP will receive a lump-sum cash payment equal to the vested lifetime benefit under the ESRP as if you retired on the date of your death. 

 
If you should die following your retirement from the Company
and you elected to receive your ESRP benefit in the form of a lifetime annuity, your beneficiary will receive a payment equal to the lifetime ESRP lump sum benefit (calculated at your retirement date) minus the total annuity payments paid from your
retirement date to your date of death. 
 
B.    Non-Compete Agreement. 
 
Because of your valuable knowledge and experience, the Company wishes to ensure that your employment with the Company will continue and that your services will not be available to a competitor. 
 
Subject to the terms and conditions set forth below, the
Company agrees that upon your retirement from the employ of the Company, you will be eligible for a lump sum cash payment equal to your annual base salary in effect at the time of your retirement. This payment will be made net of all applicable
withholding taxes as soon as practicable following your retirement. The lump sum cash payment is in addition to any retirement or other benefits described above and any benefits under the Employment Continuity Agreement. 
 
In consideration for the promise of this supplemental
payment, you agree that during your employment with the Company and for a period of two years following your retirement, you will not, directly or indirectly, own, manage, operate, control, be employed by, or advise any other business that engages
in activities in competition with the Company in the generation, distribution or sale of energy (a) in any state in which the Company is at the time carrying on such business and (b) in any state in which the Company is at the time actively
negotiating to enter the business of the generation, distribution or sale of energy. 







Mr. Thomas N. Chewning 
February 28, 2003 
Page 3 of 3 
 
 
You further agree that during
your employment with the Company and for a period of two years following your retirement, you will not solicit or attempt to solicit any employees or customers of the Company, or other persons or entities with or through whom the Company has done
business, for the purpose of providing goods and services or engaging in activities in competition with the Company. You specifically agree that during the period of your employment with the Company and for two years following your retirement, (a)
you will not solicit, aid or encourage, directly or indirectly any employees of the Company to leave the Company or work elsewhere, and (b) you will not solicit, aid or encourage, directly or indirectly, any of the Company’s customers to move
their business from the Company or to place business elsewhere. 
 
C.    Payments 
 
Any payment made under this Section B will be paid from the Dominion Resources, Inc. Executive Security Trust and/or the general assets of the Company as and when due. No promises under this Agreement will be secured by any specific
assets of the Company, nor will any assets of the Company be designated as attributable or allocated to the satisfaction of any such promises. 
 
D.    Signatures. 
 
If you agree with the terms and conditions set forth above, please indicate your acceptance by signing and returning one copy of this
letter to me. You should retain the other copy for your records. 
 
Sincerely yours, 
 
 
/s/    THOS. E. CAPPS 
Thos. E. Capps 
Chairman of the Board and 
Chief Executive Officer 
 
 

	
	 Accepted:
	 	 /s/    THOMAS N. CHEWNING


	 	 	 Thomas N. Chewning

	
	 Date:
	 	  
                             2/28/03