8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2019

Dominion Energy Gas Holdings, LLC

(Exact name of Registrant as Specified in its Charter)

Virginia	001-37591	46-3639580
(State or other jurisdiction of incorporation)	(Commission file Number)	(IRS Employer Identification No.)

120 Tredegar Street Richmond, Virginia	23219
(Address of Principal Executive Office)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 819-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each Exchange on which Registered
2014 Series C 4.6% Senior Notes		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry into a Material Definitive Agreement.

On November 4, 2019, Dominion Energy, Inc. (Dominion Energy), QPC Holding Company (QPC Holdco), Dominion Energy Questar Corporation (DEQC), Dominion Gas Projects Company, LLC (DGPC), Dominion Cove Point, Inc. (DCPI), Cove Point GP Holding Company, LLC (Cove Point GP Holdco), and Dominion MLP Holding Company II, Inc. (DMLPHC II), entered into a Contribution, Distribution and Assumption Agreement (the Phase 1 Agreement).

On November 5, 2019, DEQC, Dominion Energy Midstream GP, LLC (DEM GP), Dominion Energy Midstream Partners, LP (Dominion Energy Midstream), Dominion MLP Holding Company, LLC (DMLPHC), DGPC, Dominion Cove Point, LLC, Cove Point GP Holdco, Dominion MLP Holding Company II, LLC and QPC Holding Company, LLC entered into a Contribution, Distribution and Assumption Agreement (the Phase 2 Agreement).

On November 5, 2019, Dominion Energy, Dominion Energy Gas Holdings, LLC (the Company) and DEQC entered into a Contribution, Distribution and Assumption Agreement (the Phase 3 Agreement).

On November 5, 2019, DEQC, the Company and Dominion Energy Gas Distribution, LLC entered into a Contribution, Distribution and Assumption Agreement (the Phase 4 Agreement, and, together with the Phase 1 Agreement, the Phase 2 Agreement and the Phase 3 Agreement, the Agreements).

Other than Dominion Energy, each party to each Agreement, including the Company, is a wholly-owned subsidiary of Dominion Energy.

Each of the transactions contemplated by the Agreements was completed by November 6, 2019. Pursuant to the Agreements, certain subsidiaries of Dominion Energy that own gas transmission and storage assets that were not previously subsidiaries of the Company were contributed or distributed to the Company or entities that are subsidiaries of the Company. Additionally, certain entities that had been subsidiaries of the Company were contributed or distributed to subsidiaries of Dominion Energy that are not also subsidiaries of the Company. This internal reorganization of Dominion Energy’s gas transportation and storage businesses is consistent with Dominion Energy’s previously announced reporting segment realignment.

Following the consummation of the transactions contemplated by the Agreements, the following material assets that were not previously owned by the Company or a wholly-owned subsidiary of the Company are now owned by the Company or wholly-owned subsidiaries of the Company:

• A 75% limited partnership interest in Dominion Energy Cove Point LNG, LP, which owns and operates an LNG terminalling and storage facility located on the Chesapeake Bay in Lusby, Maryland as well as a 136-mile gas pipeline that connects the LNG facility to interstate natural gas pipelines;

• Dominion Energy Carolina Gas Transmission, LLC, which provides FERC-regulated interstate natural gas transportation services in South Carolina and southeastern Georgia and nonregulated retail natural gas marketing;

• Dominion Energy Questar Pipeline, LLC, which provides FERC-regulated interstate natural gas transportation and storage services in Utah, Wyoming and western Colorado; and

• A 50% non controlling partnership interest in Iroquois Gas Transmission System, L.P., which provides service to local gas distribution companies, electric utilities and electric power generators, as wells as marketers and other end users, through interconnecting pipelines and exchanges in New York and Connecticut.

In addition, following the consummation of the transactions contemplated by the Agreements, the following material assets are no longer owned by the Company or wholly-owned subsidiaries of the Company:

• Dominion Gathering and Processing, Inc., which conducts gas gathering and processing activities, including the sale of extracted products at market rates, primarily in West Virginia, Ohio and Pennsylvania; and

• The East Ohio Gas Company, a regulated natural gas distribution operation serving residential, commercial and industrial gas sales and transportation customers in eastern and western Ohio communities, including Cleveland, Akron, Canton and Youngstown.

The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreements. A copy of each of the Phase 1 Agreement and the Phase 2 Agreement, to which the Company is not a party, is filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and is incorporated herein by reference in its entirety. A copy of each of the Phase 3 Agreement and the Phase 4 Agreement is filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information disclosed in Item 1.01 above is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

Representatives of Dominion Energy, Inc. (Dominion Energy), the Company’s parent company, will be meeting with investors during the Edison Electric Institute Financial Conference held November 10-12, 2019. An excerpt of the presentation to be used is being furnished as Exhibit 99.3 to this Current Report on Form 8-K. The slides included in Exhibit 99.3 discuss the reorganization of the Company described above in Item 1.01 and are incorporated herein by reference.

The information provided pursuant to this Item 7.01 contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company. The statements relate to, among other things, expectations, estimates and projections concerning the business and operations of the Company. The Company used the words “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “outlook”, “predict”, “project”, “should”, “strategy”, “target”, “will”, “potential”, and similar terms and phrases to identify forward-looking statements. Factors that could cause actual results to differ include, but are not limited to: unusual weather conditions and their effect on energy sales to customers and energy commodity prices; extreme weather events and other natural disasters; federal, state and local legislative and regulatory developments, including changes in federal and state tax laws and regulations; risks of operating businesses in regulated industries; changes to regulated gas transportation and storage rates; risks associated with entities in which we share ownership with third parties; changes in future levels of domestic and international natural gas production, supply or consumption; fluctuations in future volumes of liquefied natural gas imports or exports; timing and receipt of regulatory approvals for construction or growth projects; inability to complete planned construction or growth projects; changes to federal, state and local environmental laws and regulations; cost of environmental compliance; changes in implementation and enforcement practices of regulators relating to environmental standards and litigation exposure for remedial activities; difficulty in anticipating mitigation requirements associated with environmental and other regulatory approvals; unplanned outages at facilities; the impact of operational hazards, including adverse developments with respect to pipeline and plant safety or integrity, equipment loss, malfunction or failure, operator error, and other catastrophic events; changes in operating, maintenance and construction costs; domestic terrorism and other threats to our physical and intangible assets, as well as threats to cybersecurity; additional competition; changes in technology; changes in demand for our services; failure to maintain or replace customer contracts on favorable terms and changes in customer growth or usage patterns; receipt of approvals for, and timing of, closing dates for acquisitions and divestitures; impacts of acquisitions, divestitures, transfers of assets to joint ventures and retirements of assets; adverse outcomes in litigation matters or regulatory proceedings; counterparty credit and performance risk; fluctuations in the value of investments held in benefit plan trusts; fluctuations in energy-related commodity prices; fluctuations in interest rates or foreign currency exchange rates; changes in rating agency requirements or credit ratings and their effect on availability and cost of capital; global capital markets conditions; political and economic conditions, including inflation and deflation; employee workforce factors, and changes in financial or regulatory accounting principles or policies imposed by governing bodies.

Forward-looking statements contained in the information provided pursuant to this Item 7.01 are based on information available as of the date of this Form 8-K, which such information is subject to change at any time. The Company undertakes no obligation to update any forward-looking statement to reflect developments after the date hereof.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The financial statements required by this Item will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

The pro forma financial information required by this Item will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit No.	Description
10.1	Contribution, Distribution, and Assumption Agreement, dated as of November 5, 2019, by and among Dominion Energy, Inc., Dominion Energy Gas Holdings, LLC and Dominion Energy Questar Corporation.
10.2	Contribution, Distribution, and Assumption Agreement, dated as of November  5, 2019, by and among Dominion Energy Questar Corporation, Dominion Energy Gas Holdings, LLC and Dominion Energy Gas Distribution, LLC.
99.1	Contribution, Distribution, and Assumption Agreement, dated November  4, 2019, by and among Dominion Energy, Inc., QPC Holding Company, Dominion Energy Questar Corporation, Dominion Gas Projects Company, LLC, Dominion Cove Point, Inc., Cove Point GP Holding Company, LLC and Dominion MLP Holding Company II, Inc.
99.2	Contribution, Distribution, and Assumption Agreement, dated as of November  5, 2019, by and among Dominion Energy Questar Corporation, Dominion Energy Midstream GP, LLC, Dominion Energy Midstream Partners, LP, Dominion MLP Holding Company, LLC, Dominion Gas Projects Company, LLC, Dominion Cove Point, LLC, Cove Point GP Holding Company, LLC, Dominion MLP Holding Company II, LLC and QPC Holding Company, LLC.
99.3	Excerpt from Dominion Energy, Inc. Presentation Slides, dated November 2019.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOMINION ENERGY GAS HOLDINGS, LLC
Registrant
	/s/ James R. Chapman
Name:	James R. Chapman
Title:	Executive Vice President, Chief Financial Officer and Treasurer

Date: November 8, 2019

EX-10.1

EXHIBIT 10.1

CONTRIBUTION, DISTRIBUTION, AND ASSUMPTION

AGREEMENT

by and among

DOMINION ENERGY, INC.

DOMINION ENERGY GAS HOLDINGS, LLC

DOMINION ENERGY QUESTAR CORPORATION

Dated November 5, 2019

CONTRIBUTION, DISTRIBUTION AND ASSUMPTION AGREEMENT

This Contribution, Distribution and Assumption Agreement (this “Agreement”), dated November 5, 2019 (the “Effective Time”), is by and among Dominion Energy, Inc. a Virginia corporation (“DEI”), Dominion Energy Questar Corporation, a Utah corporation (“DEQ”), and Dominion Energy Gas Holdings, LLC, a Virginia limited liability company (“DEGH”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, each of the Parties other than DEI is a wholly owned subsidiary of DEI;

WHEREAS, the Parties desire to effect a series of transactions in connection with an internal reorganization that will consolidate DEI’s interests in natural gas businesses under DEGH;

WHEREAS, the stockholders, members or partners of the Parties have taken all corporate, limited liability company or partnership action, as the case may be, required to approve the transactions contemplated by this Agreement;

WHEREAS, DEQ, Dominion Energy Midstream Partners, LP, Dominion Energy Midstream GP, LLC, Dominion MLP Holding Company, LLC, Dominion Gas Projects Company, LLC, Dominion Cove Point, LLC (“DCP”), Cove Point GP Holding Company, LLC, Dominion MLP Holding Company II, LLC (“DMLPHC II”) and QPC Holding Company, LLC have previously entered into that certain Contribution, Distribution, and Assumption Agreement, dated November 5, 2019 (the “Phase 2 Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

TRANSFERS, CONTRIBUTIONS, ACKNOWLEDGEMENTS AND DISTRIBUTIONS

Subject to Section 3.1 of this Agreement, the following shall be completed at the Effective Time in the sequence set forth below:

Section 1.1    Distribution of Shares of DEGP. DEGH shall distribute all of its shares of Dominion Gathering and Processing, Inc., a Virginia corporation (“DEGP”) to DEI, for its own use, forever, and DEI shall accept such distributions.

Section 1.2    Contribution of Interests in DEGH. Immediately after the preceding distribution in Section 1.1 hereof, DEI shall contribute all of its membership interests in DEGH to DEQ, for its own use, forever, and DEQ shall accept such distribution.

Section 1.3    Contribution of Interests in DCP. Immediately after the preceding contribution in Section 1.2 hereof, DEQ shall contribute all of its membership interests in DCP to DEGH, for its own use, forever, and DEGH shall accept such contribution.

1

Section 1.4    Contribution of Interests in DMLPHC II. Immediately after the preceding contribution in Section 1.3 hereof, DEQ shall contribute all of its membership interests in DMLPHC II to DEGH, for its own use, forever, and DEGH shall accept such contribution.

ARTICLE II

FURTHER ASSURANCES

From time to time after the Effective Time, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and to do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended to be so and (c) more fully and effectively to carry out the purposes and intent of this Agreement.

ARTICLE III

EFFECTIVE TIME

Section 3.1    Order of Completion of Transactions. The transactions provided for in Article I of this Agreement shall be completed immediately following the Effective Time in the order set forth therein; provided, that in no event shall the Effective Time be deemed to have occurred prior to the consummation of the transactions contemplated by the Phase 2 Agreement.

Section 3.2    Effective Time. Notwithstanding anything contained in this Agreement to the contrary, none of the provisions herein shall be operative or have any effect until the Effective Time, at which time all such provisions shall be effective and operative in accordance with Section 3.1 without further action by any Party.

ARTICLE IV

MISCELLANEOUS

Section 4.1    Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including, without limitation, all Schedules and Exhibits attached hereto, and not to any particular provision of this Agreement. All references herein to Articles, Sections, Schedules and Exhibits shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement and the Schedules and Exhibits attached hereto, and all such Schedules and Exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the

2

specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

Section 4.2    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Section 4.3    No Third Party Rights. The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

Section 4.4    Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 4.5    Applicable Law; Forum, Venue and Jurisdiction.

(a)    This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

(b)    Each of the Parties:

(i)    irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement shall be exclusively brought in the Court of Chancery of the State of Delaware;

(ii)    irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claim, suit, action or proceeding;

(iii)    agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper;

(iv)    expressly waives any requirement for the posting of a bond by a Party bringing such claim, suit, action or proceeding; and

(v)    consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such Party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law.

3

Section 4.6    Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.

Section 4.7    Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement. Notwithstanding anything in the foregoing to the contrary, any amendment executed by the Partnership or any of its subsidiaries shall not be effective unless and until the execution of such amendment has been approved by the conflicts committee of the General Partner’s board of directors.

Section 4.8    Integration. THIS AGREEMENT AND THE INSTRUMENTS REFERENCED HEREIN SUPERSEDE ALL PREVIOUS UNDERSTANDINGS OR AGREEMENTS AMONG THE PARTIES, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND SUCH INSTRUMENTS. THIS AGREEMENT AND SUCH INSTRUMENTS CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO UNDERSTANDING, REPRESENTATION, PROMISE OR AGREEMENT, WHETHER ORAL OR WRITTEN, IS INTENDED TO BE OR SHALL BE INCLUDED IN OR FORM PART OF THIS AGREEMENT UNLESS IT IS CONTAINED IN A WRITTEN AMENDMENT HERETO EXECUTED BY THE PARTIES HERETO AFTER THE DATE OF THIS AGREEMENT.

Section 4.9    Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the assets and interests referenced herein.

[Signature Page Follows]

4

IN WITNESS WHEREOF, the parties to this Agreement have caused it to be duly executed as of the date first above written.

DOMINION ENERGY, INC.
By:	/s/ Diane Leopold
Name:	Diane Leopold
Title:	Executive Vice President and President & Chief Executive Officer – Gas Infrastructure Group
DOMINION ENERGY GAS HOLDINGS, LLC
By:	Dominion Energy Questar Corporation,
	its Sole Member
By:	/s/ Diane Leopold
Name:	Diane Leopold
Title:	President
DOMINION ENERGY QUESTAR CORPORATION
By:	/s/ Diane Leopold
Name:	Diane Leopold
Title:	President

EX-10.2

EXHIBIT 10.2

CONTRIBUTION, DISTRIBUTION, AND ASSUMPTION

AGREEMENT

by and among

DOMINION ENERGY QUESTAR CORPORATION

DOMINION ENERGY GAS HOLDINGS, LLC

DOMINION ENERGY GAS DISTRIBUTION, LLC

Dated November 5, 2019

CONTRIBUTION, DISTRIBUTION AND ASSUMPTION AGREEMENT

This Contribution, Distribution and Assumption Agreement (this “Agreement”), dated November 5, 2019 (the “Effective Time”), is by and among Dominion Energy Questar Corporation, a Utah corporation (“DEQ”), and Dominion Energy Gas Holdings, LLC, a Virginia limited liability company (“DEGH”), and Dominion Energy Gas Distribution, LLC (“DEGD”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, each of the Parties is a wholly owned subsidiary of Dominion Energy, Inc., a Virginia corporation (“DEI”);

WHEREAS, the Parties desire to effect a series of transactions in connection with an internal reorganization;

WHEREAS, the stockholders, members or partners of the Parties have taken all corporate, limited liability company or partnership action, as the case may be, required to approve the transactions contemplated by this Agreement;

WHEREAS; DEI, DEQ and DEGH have previously entered into that certain Contribution, Distribution, and Assumption Agreement, dated November 5, 2019 (the “Phase 3 Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

TRANSFERS, CONTRIBUTIONS, ACKNOWLEDGEMENTS AND DISTRIBUTIONS

Subject to Section 3.1 of this Agreement, the following shall be completed at the Effective Time in the sequence set forth below:

Section 1.1    Distribution of Interests in EOG. DEGH shall distribute all of its shares of the East Ohio Gas Company, an Ohio corporation (“EOG”), to DEQ, for its own use, forever, and DEQ shall accept such distribution.

Section 1.2    Contribution of Interests in EOG. Immediately after the preceding distribution in Section 1.1 hereof, DEQ shall contribute all of its shares of EOG to DEGD, for its own use, forever, and DEGD shall accept such distribution.

ARTICLE II

FURTHER ASSURANCES

From time to time after the Effective Time, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and to do all such other acts and things, all in accordance with applicable law, as may be necessary or

1

appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended to be so and (c) more fully and effectively to carry out the purposes and intent of this Agreement.

ARTICLE III

EFFECTIVE TIME

Section 3.1    Order of Completion of Transactions. The transactions provided for in Article I of this Agreement shall be completed immediately following the Effective Time in the order set forth therein; provided, that in no event shall the Effective Time be deemed to have occurred prior to the consummation of the transactions contemplated by the Phase 3 Agreement.

Section 3.2    Effective Time. Notwithstanding anything contained in this Agreement to the contrary, none of the provisions herein shall be operative or have any effect until the Effective Time, at which time all such provisions shall be effective and operative in accordance with Section 3.1 without further action by any Party.

ARTICLE IV

MISCELLANEOUS

Section 4.1    Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including, without limitation, all Schedules and Exhibits attached hereto, and not to any particular provision of this Agreement. All references herein to Articles, Sections, Schedules and Exhibits shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement and the Schedules and Exhibits attached hereto, and all such Schedules and Exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

Section 4.2    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Section 4.3    No Third Party Rights. The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

2

Section 4.4    Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 4.5    Applicable Law; Forum, Venue and Jurisdiction.

(a)    This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

(b)    Each of the Parties:

(i)    irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement shall be exclusively brought in the Court of Chancery of the State of Delaware;

(ii)    irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claim, suit, action or proceeding;

(iii)    agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper;

(iv)    expressly waives any requirement for the posting of a bond by a Party bringing such claim, suit, action or proceeding; and

(v)    consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such Party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law.

Section 4.6    Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.

Section 4.7    Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement. Notwithstanding anything in the foregoing to the contrary, any amendment executed by the

3

Partnership or any of its subsidiaries shall not be effective unless and until the execution of such amendment has been approved by the conflicts committee of the General Partner’s board of directors.

Section 4.8    Integration. THIS AGREEMENT AND THE INSTRUMENTS REFERENCED HEREIN SUPERSEDE ALL PREVIOUS UNDERSTANDINGS OR AGREEMENTS AMONG THE PARTIES, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND SUCH INSTRUMENTS. THIS AGREEMENT AND SUCH INSTRUMENTS CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO UNDERSTANDING, REPRESENTATION, PROMISE OR AGREEMENT, WHETHER ORAL OR WRITTEN, IS INTENDED TO BE OR SHALL BE INCLUDED IN OR FORM PART OF THIS AGREEMENT UNLESS IT IS CONTAINED IN A WRITTEN AMENDMENT HERETO EXECUTED BY THE PARTIES HERETO AFTER THE DATE OF THIS AGREEMENT.

Section 4.9    Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the assets and interests referenced herein.

[Signature Page Follows]

4

IN WITNESS WHEREOF, the parties to this Agreement have caused it to be duly executed as of the date first above written.

DOMINION ENERGY QUESTAR CORPORATION
By:	/s/ Diane Leopold
Name:	Diane Leopold
Title:	President
DOMINION ENERGY GAS HOLDINGS, LLC
By:	Dominion Energy Questar Corporation,
	its Sole Member
	By:	/s/ Diane Leopold
	Name:	Diane Leopold
	Title:	President
DOMINION ENERGY GAS DISTRIBUTION, LLC
By:	Dominion Energy Questar Corporation,
	its Sole Member
	By:	/s/ Diane Leopold
	Name:	Diane Leopold
	Title:	President

EX-99.1

EXHIBIT 99.1

CONTRIBUTION, DISTRIBUTION, AND ASSUMPTION

AGREEMENT

by and among

DOMINION ENERGY, INC.

QPC HOLDING COMPANY

DOMINION ENERGY QUESTAR CORPORATION

DOMINION GAS PROJECTS COMPANY, LLC

DOMINION COVE POINT, INC.

COVE POINT GP HOLDING COMPANY, LLC

DOMINION MLP HOLDING COMPANY II, INC.

Dated November 4, 2019

CONTRIBUTION, DISTRIBUTION AND ASSUMPTION AGREEMENT

This Contribution, Distribution and Assumption Agreement (this “Agreement”), dated November 4, 2019 (the “Effective Time”), is by and among Dominion Energy, Inc., a Virginia corporation (“DEI”), QPC Holding Company, a Utah corporation (“QPC Holdco”), Dominion Energy Questar Corporation, a Utah corporation (“DEQ”), Dominion Gas Projects Company, LLC, a Delaware limited liability company (“DGPC”), Dominion Cove Point, Inc., a Virginia corporation (“DCPI”), Cove Point GP Holding Company, LLC, a Delaware limited liability company (“CP Holdings”), and Dominion MLP Holding Company II, Inc., a Virginia corporation (“DMLPHC II”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, each of the Parties other than DEI is a wholly owned subsidiary of DEI;

WHEREAS, the Parties desire to effect a series of transactions in connection with an internal reorganization;

WHEREAS, the stockholders, members or partners of the Parties have taken all corporate, limited liability company or partnership action, as the case may be, required to approve the transactions contemplated by this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

TRANSFERS, CONTRIBUTIONS, ACKNOWLEDGEMENTS AND DISTRIBUTIONS

The following shall be completed at the Effective Time, in the sequence set forth below:

Section 1.1    Conversion of QPC HoldCo to a Limited Liability Company. QPC Holdco shall (a) file with the Utah Division of Corporations and Commercial Code (i) articles/statement of conversion, substantially in the form attached hereto as Exhibit A, and (ii) a certificate of organization, substantially in the form attached hereto as Exhibit B, and (b) execute a limited liability company agreement, substantially in the form attached hereto as Exhibit C.

Section 1.2    Contribution of Interests in DMLPHC II. Immediately after the effectiveness of the preceding conversion in Section 1.1 hereof, DEI shall contribute all of its shares of DMLPHC II to DEQ, for its own use, forever, and DEQ shall accept such contribution.

Section 1.3    Contribution of DCPI Shares. Immediately after the preceding contribution in Section 1.2 hereof, DEI shall contribute all of its shares of DCPI to DEQ, for its own use, forever, and DEQ shall accept such contribution.

Section 1.4    Amendment of Cove Point Partnership Agreement. Immediately after the preceding contribution in Section 1.4 hereof, DGPC, CP Holdings, and DCPI shall amend the limited partnership agreement of Dominion Energy Cove Point LNG, LP, a Delaware limited

1

partnership (“Cove Point”) to eliminate any preferred limited partnership interests and restate the percentage interests of the partners based on relative fair market value of Cove Point, as set forth in form attached hereto as Exhibit D.

Section 1.5    Conversion of DMLPHC II to a Limited Liability Company. Immediately following the contribution in Section 1.2 hereof, DMLPHC II shall (a) file with the State Corporation Commission of the Commonwealth of Virginia (i) articles of entity conversion, substantially in the form attached hereto as Exhibit E, (ii) articles of organization, substantially in the form attached hereto as Exhibit F, and (b) execute a limited liability company agreement, substantially in the form attached hereto as Exhibit G.

Section 1.6    Conversion of DCPI to a Limited Liability Company. Immediately following the contribution in Section 1.3 hereof, DCPI shall (a) file with the State Corporation Commission of the Commonwealth of Virginia (i) articles of entity conversion, substantially in the form attached hereto as Exhibit H, (ii) articles of organization, substantially in the form attached hereto as Exhibit I, and (b) execute a limited liability company agreement, substantially in the form attached hereto as Exhibit J.

ARTICLE II

FURTHER ASSURANCES

From time to time after the Effective Time, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and to do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended to be so and (c) more fully and effectively to carry out the purposes and intent of this Agreement.

ARTICLE III

EFFECTIVE TIME

Section 3.1    Order of Completion of Transactions. The transactions provided for in Article I of this Agreement shall be completed immediately following the Effective Time in the order set forth therein.

Section 3.2    Effective Time. Notwithstanding anything contained in this Agreement to the contrary, none of the provisions herein shall be operative or have any effect until the Effective Time, at which time all such provisions shall be effective and operative in accordance with Section 3.1 without further action by any Party.

2

ARTICLE IV

MISCELLANEOUS

Section 4.1    Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including, without limitation, all Schedules and Exhibits attached hereto, and not to any particular provision of this Agreement. All references herein to Articles, Sections, Schedules and Exhibits shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement and the Schedules and Exhibits attached hereto, and all such Schedules and Exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

Section 4.2    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Section 4.3    No Third Party Rights. The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

Section 4.4    Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 4.5    Applicable Law; Forum, Venue and Jurisdiction.

(a)    This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

(b)    Each of the Parties:

(i)    irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement shall be exclusively brought in the Court of Chancery of the State of Delaware;

(ii)    irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claim, suit, action or proceeding;

3

(iii)    agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper;

(iv)    expressly waives any requirement for the posting of a bond by a Party bringing such claim, suit, action or proceeding; and

(v)    consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such Party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law.

Section 4.6    Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.

Section 4.7    Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement. Notwithstanding anything in the foregoing to the contrary, any amendment executed by the Partnership or any of its subsidiaries shall not be effective unless and until the execution of such amendment has been approved by the conflicts committee of the General Partner’s board of directors.

Section 4.8    Integration. THIS AGREEMENT AND THE INSTRUMENTS REFERENCED HEREIN SUPERSEDE ALL PREVIOUS UNDERSTANDINGS OR AGREEMENTS AMONG THE PARTIES, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND SUCH INSTRUMENTS. THIS AGREEMENT AND SUCH INSTRUMENTS CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO UNDERSTANDING, REPRESENTATION, PROMISE OR AGREEMENT, WHETHER ORAL OR WRITTEN, IS INTENDED TO BE OR SHALL BE INCLUDED IN OR FORM PART OF THIS AGREEMENT UNLESS IT IS CONTAINED IN A WRITTEN AMENDMENT HERETO EXECUTED BY THE PARTIES HERETO AFTER THE DATE OF THIS AGREEMENT.

Section 4.9    Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the assets and interests referenced herein.

[Signature Page Follows]

4

IN WITNESS WHEREOF, the parties to this Agreement have caused it to be duly executed as of the date first above written.

DOMINION ENERGY, INC.
By:	/s/ Diane Leopold
Name:	Diane Leopold
Title:	Executive Vice President and President & Chief Executive Officer – Gas Infrastructure Group
QPC HOLDING COMPANY
By:	/s/ Diane Leopold
Name:	Diane Leopold
Title:	President
DOMINION ENERGY QUESTAR CORPORATION
By:	/s/ Diane Leopold
Name:	Diane Leopold
Title:	President
DOMINION GAS PROJECTS COMPANY, L.L.C.
By:	Dominion Cove Point, Inc.,
	its Manager
By:	/s/ Diane Leopold
Name:	Diane Leopold
Title:	President

Signature Page to Contribution, Distribution and Assumption Agreement

DOMINION COVE POINT, INC.
By:	/s/ Diane Leopold
Name:	Diane Leopold
Title:	President
COVE POINT GP HOLDING COMPANY, LLC
By:	Dominion Energy Midstream Partners, LP, its Sole Member
	By:	Dominion Energy Midstream GP, LLC, its General Partner
		By:	/s/ Diane Leopold
		Name:	Diane Leopold
		Title:	Executive Vice President and President & Chief Executive Officer – Gas Infrastructure Group
DOMINION MLP HOLDING COMPANY II, INC.
By:	/s/ Diane Leopold
Name:	Diane Leopold
Title:	President

Signature Page to Contribution, Distribution and Assumption Agreement

EXHIBIT A

Articles of Conversion of QPC Holdco

(See attached)

EXHIBIT B

Form of Certificate of Organization of QPC Holdco

(See attached)

EXHIBIT C

Form of Post-Conversion Limited Liability Company Agreement of QPC Holdco

(See attached)

EXHIBIT D

Form of Amendment to Partnership Agreement of Cove Point

(See attached)

EXHIBIT E

Form of Articles of Conversion of DMLPHC II

(See attached)

EXHIBIT F

Form of Articles of Organization of DMLPHC II

(See attached)

EXHIBIT G

Form of Post-Conversion Limited Liability Company Agreement of DMLPHC II

(See attached)

EXHIBIT H

Form of Articles of Conversion of DCPI

(See attached)

EXHIBIT I

Form of Articles of Organization of DCPI

(See attached)

EXHIBIT J

Form of Post-Conversion Limited Liability Company Agreement of DCPI

(See attached)

EX-99.2

EXHIBIT 99.2

CONTRIBUTION, DISTRIBUTION, AND ASSUMPTION

AGREEMENT

by and among

DOMINION ENERGY QUESTAR CORPORATION

DOMINION ENERGY MIDSTREAM GP, LLC

DOMINION ENERGY MIDSTREAM PARTNERS, LP

DOMINION MLP HOLDING COMPANY, LLC

DOMINION GAS PROJECTS COMPANY, LLC

DOMINION COVE POINT, LLC

COVE POINT GP HOLDING COMPANY, LLC

DOMINION MLP HOLDING COMPANY II, LLC

QPC HOLDING COMPANY, LLC

Dated November 5, 2019

CONTRIBUTION, DISTRIBUTION AND ASSUMPTION AGREEMENT

This Contribution, Distribution and Assumption Agreement (this “Agreement”), dated November 5, 2019 (the “Effective Time”), is by and among Dominion Energy Questar Corporation, a Utah corporation (“DEQ”), Dominion Energy Midstream Partners, LP, a Delaware limited partnership (“DM”), Dominion Energy Midstream GP, LLC, a Delaware limited liability company (“DM GP”), Dominion MLP Holding Company, LLC, a Delaware limited liability company (“DMLP Holdings”), Dominion Gas Projects Company, LLC, a Delaware limited liability company (“DGPC”), Dominion Cove Point, LLC, a Virginia limited liability company (“DCP”), Cove Point GP Holding Company, LLC, a Delaware limited liability company (“CP Holdings”), Dominion MLP Holding Company II, LLC, a Virginia limited liability company (“DMLPHC II”), QPC Holding Company, LLC, a Utah limited liability company (“QPC Holdco”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, each of the Parties is a wholly owned subsidiary of Dominion Energy, Inc., a Virginia corporation (“DEI”);

WHEREAS, the Parties desire to effect a series of transactions in connection with an internal reorganization;

WHEREAS, the stockholders, members or partners of the Parties have taken all corporate, limited liability company or partnership actions, as the case may be, required to approve the transactions contemplated by this Agreement;

WHEREAS, DEI, QPC Holding Company, DEQ, DGPC, Dominion Cove Point, Inc., CP Holdings and Dominion MLP Holding Company II, Inc. have previously entered into that certain Contribution Distribution, and Assumption Agreement, dated November 4, 2019 (the “Phase 1 Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

TRANSFERS, CONTRIBUTIONS, ACKNOWLEDGEMENTS AND DISTRIBUTIONS

Subject to Section 3.1 of this Agreement, the following shall be completed at the Effective Time in the sequence set forth below:

Section 1.1    Distribution of Interests in DGPC. DCP and DMLPHC II shall distribute all of their respective membership interests in DGPC to DEQ, for its own use, forever, and DEQ shall accept such distributions.

Section 1.2    Amendment of DGPC Operating Agreement. Immediately after the preceding distributions in Section 1.1 hereof, DEQ shall amend the operating agreement of DPGC to reflect its new ownership, as set forth in the form attached hereto as Exhibit A.

1

Section 1.3    First Distribution of Interests in CP Holdings. Immediately after the preceding amendment in Section 1.2 hereof, DM shall distribute all of its membership interests in CP Holdings to DMLP Holdings, for its own use, forever, and DMLP Holdings shall accept such distribution.

Section 1.4    Second Distribution of Interests in CP Holdings. Immediately after the preceding distribution in Section 1.3 hereof, DMLP Holdings shall distribute all of its membership interests in CP Holdings to DCP, for its own use, forever, and DCP shall accept such distribution.

Section 1.5    Third Distribution of Interests in CP Holdings. Immediately after the preceding distribution in Section 1.4 hereof, DCP shall distribute all of its membership interests in CP Holdings to DEQ, for its own use, forever, and DEQ shall accept such distribution.

Section 1.6    Distribution of Interest in Cove Point. Immediately after the preceding distribution in Section 1.5 hereof, DCP shall distribute all of its partnership interests in Dominion Energy Cove Point LNG, LP, a Delaware limited partnership (“Cove Point”) to DEQ, for its own use, forever, and DEQ shall accept such contribution.

Section 1.7    Contribution of Interest in Cove Point. Immediately after the preceding distribution in Section 1.6 hereof, DEQ shall contribute all of its partnership interests in Cove Point to DMLPHC II, for its own use, forever, and DMLPHC II shall accept such contribution.

Section 1.8    Distribution of 26.12% Interest in Cove Point. Immediately after the preceding contribution in Section 1.7 hereof, DGPC shall distribute a 26.12% partnership interest in Cove Point to DEQ, for its own use, forever, and DEQ shall accept such distribution.

Section 1.9    Contribution of Interests in Cove Point. Immediately after the preceding distribution in Section 1.8 hereof, DEQ shall contribute a 26.12% interest in Cove Point and all of its partnership interests in CP Holdings to DMLPHC II, for its own use, forever, and DMLPHC II shall accept such contributions.

Section 1.10    Distribution of 16.41% Interest in Cove Point. Immediately after the preceding contribution in Section 1.9 hereof, CP Holdings shall distribute a 16.41% partnership interest in Cove Point to DMLPHC II, for its own use, forever, and DMLPHC II shall accept such distribution.

Section 1.11    Amendment of Cove Point Limited Partnership Agreement. Immediately after the preceding distribution in Section 1.10 hereof, DMLPHC II, DGPC, and CP Holdings, shall amend the limited partnership agreement of Cove Point to reflect, among other things, its new ownership, as set forth in form attached hereto as Exhibit B.

Section 1.12    Distribution of Interests in DM. Immediately after the preceding distribution in Section 1.11 hereof, QPC Holdco shall distribute all of its membership interests in DM to DEQ, for its own use, forever, and DEQ shall accept such distribution.

Section 1.13    Contribution of Interests in DM. Immediately after the preceding distribution in Section 1.12 hereof, DEQ shall contribute all of its membership interests in DM to DCP, for its own use, forever, and DCP shall accept such distribution.

2

Section 1.14    Amendment of DM Limited Partnership Agreement. Immediately after the preceding contribution in Section 1.13 hereof, DCP, DMLP Holdings, and DM GP shall amend the limited partnership agreement of DM to reflect, among other things, its new ownership, as set forth in form attached hereto as Exhibit C.

ARTICLE II

FURTHER ASSURANCES

From time to time after the Effective Time, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and to do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended to be so and (c) more fully and effectively to carry out the purposes and intent of this Agreement.

ARTICLE III

EFFECTIVE TIME

Section 3.1    Order of Completion of Transactions. The transactions provided for in Article I of this Agreement shall be completed immediately following the Effective Time in the order set forth therein; provided, that in no event shall the Effective Time be deemed to have occurred prior to the consummation of the transactions contemplated by the Phase 1 Agreement.

Section 3.2    Effective Time. Notwithstanding anything contained in this Agreement to the contrary, none of the provisions herein shall be operative or have any effect until the Effective Time, at which time all such provisions shall be effective and operative in accordance with Section 3.1 without further action by any Party.

ARTICLE IV

MISCELLANEOUS

Section 4.1    Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including, without limitation, all Schedules and Exhibits attached hereto, and not to any particular provision of this Agreement. All references herein to Articles, Sections, Schedules and Exhibits shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement and the Schedules and Exhibits attached hereto, and all such Schedules and Exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general

3

statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

Section 4.2    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Section 4.3    No Third Party Rights. The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

Section 4.4    Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 4.5    Applicable Law; Forum, Venue and Jurisdiction.

(a)    This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

(b)    Each of the Parties:

(i)    irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement shall be exclusively brought in the Court of Chancery of the State of Delaware;

(ii)    irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claim, suit, action or proceeding;

(iii)    agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper;

(iv)    expressly waives any requirement for the posting of a bond by a Party bringing such claim, suit, action or proceeding; and

(v)    consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such Party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law.

4

Section 4.6    Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.

Section 4.7    Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement. Notwithstanding anything in the foregoing to the contrary, any amendment executed by the Partnership or any of its subsidiaries shall not be effective unless and until the execution of such amendment has been approved by the conflicts committee of the General Partner’s board of directors.

Section 4.8    Integration. THIS AGREEMENT AND THE INSTRUMENTS REFERENCED HEREIN SUPERSEDE ALL PREVIOUS UNDERSTANDINGS OR AGREEMENTS AMONG THE PARTIES, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND SUCH INSTRUMENTS. THIS AGREEMENT AND SUCH INSTRUMENTS CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO UNDERSTANDING, REPRESENTATION, PROMISE OR AGREEMENT, WHETHER ORAL OR WRITTEN, IS INTENDED TO BE OR SHALL BE INCLUDED IN OR FORM PART OF THIS AGREEMENT UNLESS IT IS CONTAINED IN A WRITTEN AMENDMENT HERETO EXECUTED BY THE PARTIES HERETO AFTER THE DATE OF THIS AGREEMENT.

Section 4.9    Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the assets and interests referenced herein.

[Signature Page Follows]

5

IN WITNESS WHEREOF, the parties to this Agreement have caused it to be duly executed as of the date first above written.

DOMINION ENERGY QUESTAR CORPORATION
By:	/s/ Diane Leopold
Name:	Diane Leopold
Title:	President
DOMINION ENERGY MIDSTREAM GP, LLC
By:	/s/ Diane Leopold
Name:	Diane Leopold
Title:	Executive Vice President and President & Chief Executive Officer – Gas Infrastructure Group
DOMINION ENERGY MIDSTREAM PARTNERS, LP
By:	Dominion Energy Midstream GP, LLC,
	its General Partner
	By:	/s/ Diane Leopold
	Name:	Diane Leopold
	Title:	Executive Vice President and President & Chief Executive Officer – Gas Infrastructure Group

Signature Page to Contribution, Distribution and Assumption Agreement

DOMINION MLP HOLDING COMPANY, LLC
By:	Dominion Cove Point, LLC,
	its Sole Member
	By:	/s/ Diane Leopold
	Name:	Diane Leopold
	Title:	President
DOMINION GAS PROJECTS COMPANY, L.L.C.
By:	Dominion Energy Questar Corporation,
	its Sole Member
	By:	/s/ Diane Leopold
	Name:	Diane Leopold
	Title:	President
DOMINION COVE POINT, LLC
By:	/s/ Diane Leopold
Name:	Diane Leopold
Title:	President

Signature Page to Contribution, Distribution and Assumption Agreement

COVE POINT GP HOLDING COMPANY, LLC
By:	Dominion Energy Midstream Partners, LP, its Sole Member
	By:	Dominion Energy Midstream GP, LLC, its General Partner
		By:	/s/ Diane Leopold
		Name:	Diane Leopold
		Title:	Executive Vice President and President & Chief Executive Officer – Gas Infrastructure Group
DOMINION MLP HOLDING COMPANY II, LLC
By:	Dominion Cove Point, LLC,
	its Sole Member
By:	/s/ Diane Leopold
Name:	Diane Leopold
Title:	President
QPC HOLDING COMPANY, LLC
By:	/s/ Diane Leopold
Name:	Diane Leopold
Title:	President

Signature Page to Contribution, Distribution and Assumption Agreement

EXHIBIT A

Form of Amendment to DGPC Operating Agreement

(See attached)

EXHIBIT B

Form of Amendment to Cove Point Limited Partnership Agreement

(See attached)

EXHIBIT C

Form of Amendment to DM Limited Partnership Agreement

(See attached)

Signature Page to Contribution, Distribution and Assumption Agreement

EX-99.3

Exhibit 99.3 Excerpt From Dominion Energy, Inc. Presentation Slides Dated November 2019

Dominion Energy Gas Transmission & Storage UT CO WY OH GA SC NC VA PA NY WV Gas pipelines & storage, import/export Updated reporting segments: Overview States of operation 2020E operating earnings contribution Description Dominion Energy Virginia Dominion Energy Contracted Generation Dominion Energy Gas Distribution VA NC OH UT WY WV NC ID CT MD 40%—45% 10%—15% 25%— 30% <10% CT UT CA IN Southeast U.S. Electric distribution, transmission, & generation Gas distribution Millstone and long-term contracted solar Dominion Energy South Carolina 10%—15% Electric distribution, transmission, generation & gas distribution SC Business updates Note: Updated reporting segments expected to be complete by year-end 2019

Updated reporting segments: Financing structure overview Business updates Dominion Energy Gas Transmission & Storage Dominion Energy Virginia Contracted Generation Dominion Energy South Carolina Dominion Energy (DEI) VEPCO Cove Point Questar Pipeline Carolina Gas Iroquois (50%) ACP DEO Questar Gas PSNC DE Hope DETI DESC Millstone Solar Outline denotes existing financing at asset/business level Dominion Energy Gas Distribution New DEGH Dominion Energy ratings targets: HoldCos: High-BBB range OpCos: A range Short-term: Committed to A2/P2/F2 at parent

DEGH as of 9/30/19 Updated reporting segments: Financing DEGH today Business updates Dominion Energy Transmission (DETI) Dominion Energy Gas Holdings (DEGH) is an existing financing entity DEGH will become the primary financing vehicle for the new Dominion Energy Gas Transmission & Storage segment Asset additions to DEGH: Cove Point (75% & unlevered) Questar Pipeline Carolina Gas Transmission Iroquois (25%) Asset subtractions from DEGH: Dominion Energy East Ohio (+/-) adjustments Dominion Energy East Ohio (DEO) Iroquois (25%) (+) Cove Point (75% & unlevered) (+) Questar Pipeline (+) Carolina Gas Transmission (+) Iroquois (25%) (-) Dominion Energy East Ohio (DEO) Dominion Energy Transmission (DETI) Cove Point (75% & unlevered) Questar Pipeline Carolina Gas Transmission Iroquois (50%) Commentary Changes to DEGH

Updated reporting segments: Financing Business updates Do these modifications change your existing DEGH 2019 financing plans of $500—$700M? We now expect long-term debt issuance of $1.2 to $1.8B during Q4 2019 What is status of the existing Cove Point-related $3B term loan? Debt currently resides outside of DEGH Expect to repay near year-end with proceeds from DEGH offering and Cove Point recapitalization proceeds How will Dominion Energy consolidated debt change by year-end vs. Q3 balances? Expect lower total debt by up to ~$2B How will DEO be financed in the future? Does it have any third-party debt today? DEO doesn’t have any third-party debt today though we expect some form of standalone financing during 2020 Q&A As of 9/30/19 Expected (by 12/31/19) DEGH-level LT debt $4.1B ~$4.8B—$5.4B¹ DEGH-level comm. paper 0.3B 0.3B Asset-level debt — 0.4B² Total debt $4.3B ~$5.5—$6.1B EBITDA³ LTM: ~$0.9B 2020E: ~$1.5B Total debt to EBITDA LTM: ~5x 2020E: ~4x Target equity capitalization 50%+ Serves as regulatory reference balance sheet ¹ Based on LT debt of $4.1B at 9/30/19 plus illustrative new issuance of $1.2B to $1.8B less LT debt retirements of ~$450M by year-end ² Includes $430M of existing Questar Pipeline private placement notes ³ See slide 26 for additional information regarding non-GAAP estimate and reconciliation to GAAP DEGH financial statistics

New DEGH Business updates Estimated 2020E EBITDA contribution by asset 2020E EBITDA: ~$1.5 billion² Cove Point¹ DETI Questar Pipeline Iroquois Carolina Gas Highlights Aligns financing and reporting segments: Improved balance sheet management and transparency Increased scale: EBITDA up by 60%+ Enhanced diversity: Business + geography Best-in-class asset portfolio 100% regulated + “like” Demand-pull, utility-centric customer profile De minimus commodity exposure 10+ year remaining contract life Strong IG counterparties ¹ Includes import/export/storage/pipeline ² See slide 26 for additional information regarding non-GAAP estimate

New DEGH Business updates Note: Remaining contract terms as of 1/1/2019 ¹ Includes import/export/storage/pipeline FERC gas pipelines and storage (55%) Cove Point¹ (45%) Demand-pull utility customer base No direct commodity exposure ~7 year remaining contract life Demand-pull international utility offtake No direct commodity exposure 19 year remaining export take-or-pay “tolling” contracts with full parent guarantees 100% Regulated / regulated-like, long-term contracted assets with de minimus commodity exposure Expected EBITDA contribution Attractive business risk profile

New DEGH Business updates Revenue mix by customer profile ~80% demand pull by revenue Commentary ~95% pipeline capacity contracted ~100% storage capacity contracted 100% of import/export contracted (20-year take-or-pay contracts with IG international utilities) Dominion Energy LDC affiliates represent the largest customers for Questar Pipeline and Carolina Gas ¹ Represents Tokyo Gas, Kansai Electric, and GAIL India as customers of Cove Point liquefaction

New DEGH Business updates Regulation Historically stable cash flows Attractive customer and contract profile Commodity exposure Geographic diversity Description Cove Point ü ü û ü ü ü ü û Carolina Gas Iroquois Questar Pipeline û û ü ü FERC FERC FERC FERC International Southeast Northeast West LNG import / Export/LNG Transmission Natural gas transmission Natural gas transmission Natural gas transmission / storage DETI Natural gas transmission/storage FERC ü ü û Northeast Attractive diverse and contracted assets with no commodity exposure

Appendix

($M) 12 months as of 12/31/2018 Less: 9 months as of 9/30/2018 Plus: 9 months as of 9/30/2019 Equals: LTM as of 9/30/2019 Net income $301 $317 $255 $239 Plus: income tax expense 86 111 73 48 Plus: interest and related charges 105 79 77 103 Plus: depreciation and amortization 244 173 188 259 Plus: impairment of assets and other charges 346 127 13 232 Less: gain on sales of assets (119) (116) (7) (10) Equals: EBITDA $963 $691 $599 $871 DEGH EBITDA (last twelve months (“LTM”) as of 9/30/2019 FY 2020E EBITDA expectations Reconciliation of net income to EBITDA as projected for full-year 2020 is not provided. We do not forecast net income as we cannot, without unreasonable efforts, estimate or predict with certainty the components of net income. These components, net of tax, may include, but are not limited to, impairments of assets and other charges, divesture costs, acquisition costs, or changes in accounting principles. All of these components could significantly impact such financial measures. At this time, management is not able to estimate the aggregate impact, if any, of these items on future period reported earnings. Accordingly, we are not able to provide a corresponding GAAP equivalent for EBITDA. Appendix Reconciliation of measures prepared in accordance with Generally Accepted Accounting Principles (GAAP) versus non-GAAP measures Note: LTM and 9 months as of 9/30/2019 EBITDA figures include the impact of an approximate $75M pre-tax non-reoccurring charge related to the Voluntary Retirement Program or VRP