This AMENDMENT to the Employment Agreement dated as of February 6, 1995 (the "February, 1995
Employment Agreement") between DOMINION RESOURCES, INC. (the "Company") and TYNDALL L.
BAUCOM (the "Executive") is made as of April 12, 1995.
On March 2, 1995, the Executive notified the Company in writing of his intent to voluntarily terminate
employment pursuant to the terms of Section 7(c)(vi) of the February, 1995 Employment Agreement. The Board
of Directors of the Company wishes to induce the Executive to waive his right to give a notice of intent to
terminate employment, and to remain an employee of the Company. The Board of Directors believes that the
continued services of the Executive are essential to preserve consistent management of the Company at the
present time. To accomplish this, the Organization and Compensation Committee of the Board of Directors of the
Company has recommended, and the Board of Directors has approved, certain amendments to the February,
1995 Employment Agreement. All terms in this Amendment that are defined in the February, 1995 Employment
Agreement have the meaning provided therein, unless otherwise specified in this Amendment.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
1. Paragraph 1 of the February, 1995 Employment Agreement is replaced with the following:
"1. Employment. The Company will employ the Executive, and the Executive will continue in the employment of
the Company, as an executive of the Company for the period beginning August 12, 1994 and ending March 1,
1997 or such earlier date as is mutually agreed between the Executive and Thos. E. Capps, President and Chief
Executive Officer of the Company (the "Term of this Agreement"), according to the terms of this Agreement."
2. The benefits payable under Section 6 of the February, 1995 Employment Agreement shall be payable if the
Executive continues in the employment of the Company for the Term of this