CNG Transmission had during 1999 several letters of credit outstanding to provide security to the Commonwealth of Pennsylvania for the Company's obligation to plug and reclaim gas wells as part of the process of abandonment of gas storage properties

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NP8sJxFZSfAP9QOY/v/QGgxz8s/Z59dkSpq/vHOnY8x970vwacijzj6UixntZb/E PotpQUFNQBqx7NqXeLvm3A== 0000715957-02-000052.txt : 20020501 0000715957-02-000052.hdr.sgml : 20020501 ACCESSION NUMBER: 0000715957-02-000052 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMINION RESOURCES INC /VA/ CENTRAL INDEX KEY: 0000715957 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 541229715 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U5S SEC ACT: 1935 Act SEC FILE NUMBER: 030-00318 FILM NUMBER: 02629992 BUSINESS ADDRESS: STREET 1: 120 TREDEGAR STREET STREET 2: P O BOX 26532 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8048192000 MAIL ADDRESS: STREET 1: P O BOX 26532 STREET 2: 120 TREDEGAR STREET CITY: RICHMOND STATE: VA ZIP: 23219 U5S 1 formu5s.htm FORM U5S CNG Transmission had during 1999 several letters of credit outstanding to provide security to the Commonwealth of Pennsylvania for the Company's obligation to plug and reclaim gas wells as part of the process of abandonment of gas storage properties Commission File No. 1-8489

SECURITIES AND EXCHANGE COMMISSION
Washington, DC

FORM U5S

ANNUAL REPORT
For the year ended December 31, 2001

Filed pursuant to the Public Utility Holding Company Act of 1935 by

Dominion Resources, Inc.

120 Tredegar Street, Richmond, VA 23219

DOMINION RESOURCES, INC.
FORM U5S-ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 2001

TABLE OF CONTENTS

		PAGE

ITEM 1.	SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001	3
ITEM 2.	ACQUISITIONS OR SALES OF UTILITY ASSETS	13
ITEM 3.	ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES	13
ITEM 4.	ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES	14
ITEM 5.	INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES	15
ITEM 6.	OFFICERS AND DIRECTORS
	Part I. Names, principal business address and positions held as of December 31, 2001	15
	Part II. Banking Connections	32
	Part III. Compensation and other related information	32
ITEM 7.	CONTRIBUTIONS AND PUBLIC RELATIONS	33
ITEM 8.	SERVICE, SALES AND CONSTRUCTION CONTRACTS
	Part I. Contracts for services or goods between system companies	33
	Part II. Contracts to purchase services or goods between system company and any affiliate	35
	Part III. Employment of any person by any system company for the performance on a continuing basis of management services	35
ITEM 9.	WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
	Part I. Information concerning interests held by system companies in exempt wholesale generators or foreign utility companies	36
	Part II. Relationship of exempt wholesale generators and foreign utility companies to system companies, and financial data	45
	Part III. Investment in exempt wholesale generators and foreign utility companies	45
ITEM 10.	FINANCIAL STATEMENTS AND EXHIBITS
	Financial Statements	45
	Exhibits	58

DOMINION RESOURCES, INC.
FORM U5S-ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 2001

ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2001

Name of Company				Business	Number of Common Shares Owned	% of Voting Power	Issuer's Book Value	Owner's Book Value
							(Thousand of Dollars)
Dominion Resources, Inc. (Dominion) (note 1)				Holding company
	Consolidated Natural Gas Company (CNG) (note 1):			Holding company	100	100%	2,999,566	6,909,657
		CNG Coal Company (CNG Coal)*		Held coal properties	2,236	100%	**	**
		CNG International Corporation (CNG International) (note 3)		Energy related activities outside the United States	23,855	100%	**	**
			Unsecured debt (Exhibit F-1)				**	**
			CNG Kauai, Inc.	Holding company	1	100%	**	**
			Kauai Power Partners, L.P. (note 4)	Power generation project	N/A	100%	**	**
		CNG Main Pass Gas Gathering Corporation (note 5)		Gas gathering	1	100%	**	**
		CNG Oil Gathering Corporation (note 6)		Oil gathering	1	100%	**	**
		CNG Power Services Corporation		Electric power marketing	1,552	100%	**	**
			Armstrong Energy Limited Partnership, LLLP (note 7)	Power generation project	N/A	100%	**	**
		Dominion CNG Capital Trust I (notes 2 and 26)		Business trust	7,423	100%	**	**
		Dominion Exploration and Production, Inc. (Dominion E&P)		Oil and gas exploration and production	43,900	100%	**	**
			Unsecured debt (Exhibit F-1)				**	**
			CNG Pipeline Company	Oil pipeline	12,000	100%	**	**
		Dominion Field Services, Inc. (Dominion Field Services)		Gas marketing and gas storage services	1,722	100%	**	**
		Dominion Greenbrier, Inc. (note 2)		Holding company	100	100%	**	**
			Unsecured debt (Exhibit F-1)				**	**
			Dominion Pipeline -Greenbrier, Inc. (note 2)	Public service company - survey land	100	100%	**	**
			Greenbrier Pipeline Company, LLC (note 2)	Develop, own & operate interstate natural gas pipeline	N/A	67%	**	**
		Dominion Natural Gas Storage, Inc. (note 2)		Owns gas storage facilities	100	100%	**	**

ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2001 (continued)

Name of Company							Business	Number of Common Shares Owned	% of Voting Power	Issuer's Book Value	Owner's Book Value
										(Thousand of Dollars)
				Unsecured debt (Exhibit F-1)						**	**
		Dominion Oklahoma Texas Exploration & Production, Inc. (DOTEPI) (notes 2 and 8)					Holding company	100	100%	**	**
					Unsecured debt (Exhibit F-1)					**	**
					LDNG Texas Holdings, Inc.		Holding company	500	100%	**	**
						Dominion Natural Gas I, LP (note 9)	Holds oil and gas properties	N/A	100%	**	**
						Stonewater Pipeline Company,L.P. (note 10)	Holds pipeline	N/A	100%	**	**
					Stonewater Pipeline Company of Texas, Inc.		Holding company	1,000	100%	**	**
		Dominion Products and Services, Inc.					Markets energy-related services	400	100%	**	**
					Dominion Member Services, Inc.		Offers products and services to retail customers	1	100%	**	**
		Dominion Retail, Inc. (Dominion Retail)					Retail energy marketing	600	100%	**	**
		Dominion Transmission, Inc. (Dominion Transmission)					Gas transmission	60,101	100%	837,526	827,579
					Unsecured debt (Exhibit F-1)					331,599	331,599
					Dominion Iroquois, Inc. (note 11)		Holds interest in gas transmission system	2,394	100%	**	**
		Hope Gas, Inc. (Dominion Hope)					Gas utility	449,000	100%	64,110	63,037
					Unsecured debt (Exhibit F-1)					36,456	36,456
		The East Ohio Gas Company (Dominion East Ohio)					Gas utility	4,759,353	100%	467,108	469,001
					Unsecured debt (Exhibit F-1)					295,819	295,819
		The Peoples Natural Gas Company (Dominion Peoples)					Gas utility	1,835,350	100%	294,523	285,479
					Unsecured debt (Exhibit F-1)					130,083	130,083
	Dominion Capital, Inc. (Dominion Capital) (notes 1 and 12)						Financial services holding company	20	100%	**	**
			Unsecured debt (Exhibit F-1)							**	**
			Dominion Capital Ventures Corporation				Middle market commercial lending	100	100%	**	**
			Dominion First Source, Inc.				Holding company	100	100%	**	**
			Dominion Land Management Company				Real estate management	100	100%	**	**

ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2001 (continued)

Name of Company					Business	Number of Common Shares Owned	% of Voting Power	Issuer's Book Value	Owner's Book Value
								(Thousand of Dollars)
		Dominion Lands, Inc.			Land development	10	100%	**	**
		Dominion Venture Investments, Inc.			Middle market commercial lending	100	100%	**	**
		First Source Equity Holdings, Inc.			Holding company	100	100%	**	**
		First Source Financial, Inc.			Middle market commercial lending	1,000	100%	**	**
		Edgen, Inc.			Real estate holding company	541	100%	**	**
		Louisiana Hydroelectric Capital Corp.			Investment company	10	100%	**	**
		OptaCor Financial Services Company			Direct mail unsecured consumer loans	100	100%	**	**
		Rincon Securities, Inc.			Investment company	1	100%	**	**
		Stanton Associates, Inc.			Real estate holding company	529,411	100%	**	**
		Vidalia Audit, Inc.			Audit company for hydroelectric project	100	100%	**	**
		Virginia Financial Ventures, Inc.			Commercial finance	100	100%	**	**
		Catalyst Old River Hydroelectric Limited Partnership			Electric power generation	N/A	25%	**	**
	Dominion Energy, Inc. (Dominion Energy ) (notes 1 and 13)				Holding company	10	100%	**	**
		Unsecured debt (Exhibit F-1)						**	**
		Dominion Armstrong, Inc.			Holding company	100	100%	**	**
		Dominion Armstrong Services Company, Inc. (note 2)			Service company	100	100%	**	**
		Dominion Black Warrior Basin, Inc.			Exploration and production	10	100%	**	**
		Dominion Cleveland Thermal, Inc. (note 2)			Holding company	100	100%	**	**
			Dominion Cleveland Thermal, LLC (note 2)		Holding Company	N/A	100%	**	**
				Dominion Cleveland Thermal Generation, LLC (note 2)	Seam and chilled water generation	N/A	100%	**	**
				Dominion Cleveland Steam Distribution, LLC (note 2)	Steam distribution	N/A	100%	**	**
				Dominion Cleveland Chilled Water Distribution, LLC (note 2)	Chilled water distribution	N/A	100%	**	**
		Dominion Cogen, Inc.			Cogeneration	100	100%	**	**

ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2001 (continued)

Name of Company

Business

Number of Common Shares Owned

% of Voting Power

Issuer's Book Value

Owner's Book Value

(Thousand of Dollars)

Dominion Cogen WV, Inc. (note 14)

Cogeneration in the state of WV

100

100%

Unsecured debt

(Exhibit F-1)

Dominion Dresden, Inc.

Holding company

100

100%

Dresden Energy, LLC

Power generation project

N/A

100%

Dominion Dresden Services, Company, Inc. (note 2)

Services company

100

100%

Dominion Elwood, Inc.

(note 15)

Holding company

100

100%

Dominion Elwood Services Company, Inc.

Services company

100%

Dominion Energy Construction Company, Inc.

General contractor

100

100%

Dominion Energy Direct Sales, Inc.

Gas and electric marketing

100

100%

Unsecured debt

(Exhibit F-1)

Dominion Energy Exchange, Inc.

Investor in electronic marketplace

100

100%

Dominion Energy Marketing, Inc.

Power marketing

100%

Dominion Energy Services Company, Inc. (DESCO)

Services company

100

100%

Unsecured debt

(Exhibit F-1)

Dominion Equipment, Inc.

Special purpose subsidiary

100

100%

Dominion Equipment III, Inc. (note 2)

Special purpose subsidiary

100

100%

Dominion Fairless Hills, Inc.

Holding company

100

100%

Fairless Energy, LLC

Power generation project

N/A

100%

Dominion Kincaid, Inc.

Holding company

100%

Kincaid Generation, LLC (note 16)

Non-regulated power generation

N/A

100%

Unsecured debt (Exhibit F-1)

Dominion Nuclear, Inc.

(note 2)

Holding company

100

100%

Unsecured debt

(Exhibit F-1)

ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2001 (continued)

Name of Company

Business

Number of Common Shares Owned

% of Voting Power

Issuer's Book Value

Owner's Book Value

(Thousand of Dollars)

Dominion Nuclear Holdings, Inc. (note 2)

Holding company

100

100%

Dominion Nuclear Marketing I, Inc. (note 2)

Spot market sales

100

100%

Dominion Nuclear Marketing II, Inc. (note 2)

Contract power sales

100

100%

Dominion Nuclear Connecticut, Inc.

(notes 2 and 17)

Nuclear generation

100%

Dominion Nuclear Marketing III, LLC

(notes 2 and 18)

Power sales

N/A

100%

Dominion Pleasants, Inc.

Holding company

100

100%

Pleasants Energy, LLC

Power generation project

N/A

100%

Dominion Pleasants Services Company, Inc. (note 2)

Service company

100

100%

Dominion Reserves, Inc.

Exploration and production

100%

Unsecured debt

(Exhibit F-1)

Carthage Energy Services, Inc.

Gas marketing

500

100%

Cypress Energy, Inc.

Exploration and production

100%

Dominion Appalachian Development, Inc.

Exploration and production

100%

Dominion Appalachian Development Properties LLC (note 19)

Exploration and production

N/A

100%

Dominion Gas Processing MI, Inc. (note 20)

Natural gas processing

100%

Frederic HOF Limited Partnership

Gas processing

N/A

94%

Dominion Midwest Energy, Inc.

Exploration and production

100%

Dominion Reserves Gulf Coast, Inc.

Exploration and production

100%

Dominion Reserves-Indiana, Inc.

Exploration and production

100%

Dominion Michigan Production Services, Inc. (note 21)

Exploration and production

100%

Dominion Reserves-Utah, Inc.

Exploration and production

100%

Dominion San Juan, Inc.

Holding company

100%

San Juan Partners, LLC

Oil & gas investments

N/A

100%

Dominion Storage, Inc.

Holding company

100%

Dominion Energy Canada Limited (note 22)

Exploration and production

73,886

100%

ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2001 (continued)

Name of Company						Business	Number of Common Shares Owned	% of Voting Power	Issuer's Book Value	Owner's Book Value
									(Thousand of Dollars)
			Dominion Troy, Inc.			Holding company	100	100%	**	**
					Troy Energy, LLC	Power generation project	N/A	100%	**
			Dominion Troy Services Company, Inc. (note 2)			Service company	100	100%	**	**
	Dominion Alliance Holding, Inc. (notes 2 and 23)					Holding company	100	100%	**	**
		Unsecured debt (Exhibit F-1)							**	**
	Dominion Canada Finance Company (notes 2 and 27)					Issue public debt securities in Canada	100	100%	**	**
	Dominion Energy Technologies, Inc. (note 2)					Investments in emerging energy related technologies and companies	1	100%	**	**
	Dominion Metering Services, Inc.					Meter reading services.	100	100%	**	**
		Unsecured debt (Exhibit F-1)							**	**
	Dominion Ohio ES, Inc. (note 2)					Holding company	100	100%	**	**
			Dominion Ohio ES, LLC (note 2)			Engineering and consulting services	N/A	49%	**	**
	Piedmont Share Trust (note 2)					Business trust	N/A	100%	**	**
	Dominion Resources Services, Inc. (DRS) (note 24)					Service company	201	100%	50,857	50,857
		Unsecured debt (Exhibit F-1)							29,757	29,757
	Dominion Resources Capital Trust I (note 26)					Business trust	7,732	100%	**	**
	Dominion Resources Capital Trust II (notes 2 and 26)					Business trust	11,135	100%	**	**
	Dominion Resources Capital Trust III (notes 2 and 26)					Business trust	232	100%	**	**
	DEI U.K., Inc.					Holding company	13	100%	**	**
	DT Services, Inc. (note 25)					Service company	5,600,000	100%	**	**
	Virginia Electric and Power Company (Virginia Power)					Electric utility	171,484	100%	3,876,393	3,876,909
			Virginia Power Capital Trust I (note 26)			Business trust	167,010	100%	**	**
			Virginia Power Fuel Corporation			Nuclear fuel procurement	1,000	100%	**	**
				Unsecured debt (Exhibit F-1)					**	**
			Virginia Power Services, Inc. (VP Services)			Holding company	1,100	100%	**	**
					Evantage, Inc.	Energy services	1	100%	**	**

ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2001 (continued)

Name of Company		Business	Number of Common Shares Owned	% of Voting Power	Issuer's Book Value	Owner's Book Value
					(Thousand of Dollars)
	Virginia Power Energy Marketing, Inc. (VP Energy Marketing)	Fuel procurement	1,000	100%	**	**
	Virginia Power Services Energy Corp, Inc. (VP Services Energy)	Fuel procurement	1	100%	**	**
	Virginia Power Nuclear Services Company (VP Nuclear Services)	Nuclear management and operational services	100	100%	**	**
	VP Property, Inc.	Real estate holding company	1	100%	**	**

___________

*Indicates company is inactive.

**Filed confidentially pursuant to Rule 104.

Notes to Item 1:

1.	The following companies were dissolved during 2001.
	Name of Subsidiary Dissolved			Date of Dissolution
	Consolidated Natural Gas Service Company, Inc.			1/1/2001
	Dominion Cogen NY, Inc.			6/5/2001
	Dominion Mortgage Services, Inc.			7/6/2001
	CNG Market Center Services, Inc.			7/18/2001
	DGI Holdings, Inc.			7/23/2001
	Dominion Elwood II, Inc.			7/27/2001
	Dominion Elwood III, Inc.			7/27/2001
	Granite Road Cogen, Inc.			9/20/2001
	CNG Financial Services, Inc.			12/31/2001
	CNG Research Company			12/31/2001
	Consolidated System LNG Company			12/31/2001

2.	The following companies were acquired or commenced operations during 2001.

	Name of Subsidiary	State of Incorporation	Date of Incorporation		Date of Acquisition	Nature of Business
	Dominion Capital Trust II	Delaware	12/17/1999			Business Trust
	Dominion Capital Trust III	Delaware	1/1/2001			Business Trust
	Piedmont Share Trust	Delaware	2/22/2001			Business Trust
	Dominion Nuclear Inc.	Delaware	8/3/2000			Holding company
	Dominion Nuclear Holdings, Inc.	Delaware	8/24/2000			Holding company
	Dominion Nuclear Marketing I, Inc.	Delaware	8/24/2000			Spot market sales
	Dominion Nuclear Marketing II, Inc.	Delaware	8/24/2000			Contract market sales

ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2001 (continued)

Name of Subsidiary	State of Incorporation	Date of Incorporation	Date of Acquisition	Nature of Business
Dominion Nuclear Connecticut, Inc.	Delaware	8/24/2000		Nuclear generation
Dominion Nuclear Marketing III, Inc.	Delaware	8/24/2000		Power sales
Dominion Alliance Holding, Inc.	Delaware	11/21/2000		Holding company
Dominion Metering Services, Inc.	Virginia	12/8/2000		Provide meter reading services.
DT Services, Inc.	Virginia	12/19/2000		Service company
Dominion Ohio ES, Inc.	Ohio	5/25/2001		Holding company
Dominion Ohio ES, LLC	Ohio	5/25/2001		Engineering and consultant services
Dominion Cleveland Thermal, Inc.	Ohio	10/25/2000		Holding company
Dominion Cleveland Thermal, LLC	Ohio	12/12/2000		Holding company
Dominion Cleveland Thermal Generation, LLC	Ohio	12/6/2000		Provide steam and chilled water generation
Dominion Cleveland Steam Distribution, LLC	Ohio	12/7/2000		Provide steam distribution
Dominion Cleveland Chilled Water Distribution, LLC	Ohio	12/6/2000		Provide chilled water distribution
Dominion Energy Technologies, Inc.	Virginia	4/20/2001		Investments in emerging energy related technologies and companies
Dominion Greenbrier, Inc.	Virginia	11/15/2000		Holding company
Greenbrier Pipeline Company, LLC	Virginia	7/12/2001		Public service company - survey land
Dominion Pipeline - Greenbrier, Inc.	Delaware	7/13/2001		Develop, own and operate an interstate natural gas pipeline
Dominion Armstrong Services Company, Inc.	Delaware	8/17/2001		Service company
Dominion Dresden Services Company, Inc.	Delaware	8/17/2001		Service company
Dominion Pleasants Services Company, Inc.	Delaware	8/17/2001		Service company
Dominion Troy Services Company, Inc.	Delaware	8/17/2001		Service company
Dominion Canada Finance Company	Nova Scotia	8/20/2001		Issues public debt securities in Canada
Dominion Oklahoma Texas Exploration & Production, Inc.	Delaware	9/21/2001		Natural gas and oil exploration and production
LDNG Texas Holdings, Inc.	Oklahoma	10/24/1996	11/1/2001	Holding Company
Dominion Natural Gas I, LP	Texas	11/12/1997	11/1/2001	Holds interest in Texas oil and gas properties
Stonewater Pipeline Company, LP	Texas	10/24/1996	11/1/2001	Holds 75mile pipeline in the Sonora area

ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2001 (continued)

	Name of Subsidiary	State of Incorporation	Date of Incorporation	Date of Acquisition	Nature of Business

	Stonewater Pipeline Company of Texas, Inc.	Texas	10/24/1996	11/1/2001	Holding company
	Dominion CNG Capital Trust I	Delaware	12/21/2000		Business trust
	Dominion Equipment III, Inc.	Delaware	11/5/2001		Special purpose subsidiary
	Dominion Natural Gas Storage, Inc.	Delaware	11/15/2000		Owns gas storage facilities and a gas interconnect pipeline.

3.	CNG International owns 23.08% interest in Cayman Two Ltd., a 50% interest in DBNGP Finance Company LLC, which holds the remaining 76.92% interest in CNG Cayman Two Ltd, a 16.5% limited partnership interest in The Latin America Energy and Electric Fund L.P. and a 8.29% general partnership interest in FondElec General Partner, L.P.
4.	Kauai Power Partners, L.P. is owned 99% (1% general partnership interest and a 98% limited partnership interest) by CNG Kauai, with CNG International owning the remaining 1% limited partnership interest.
5.	CNG Main Pass Gathering Corporation holds a 13.6% interest in Dauphin Island Gathering Partners, which operates a gas gathering pipeline system in the Main Pass area of the Gulf of Mexico.
6.	CNG Oil Gathering Corporation holds a 33.3% general partnership interest in Main Pass Oil Gathering Company which operates an oil gathering pipeline system in the Main Pass and Vioscka Knoll areas of the Gulf of Mexico.
7.	Armstrong Energy Limited Partnership LLLP is owned 99% by CNG Power Services Corporation with Dominion Armstrong, Inc. owning the remaining 1% interest.
8.	DOTEPI holds a 1% general partner interest in LDNG Series 1998-A Trust, which holds title to certain Section 29 tax credit properties. In addition, the following inactive companies were acquired with the Louis Dreyfus Natural Gas Corp. (Louis Dreyfus) acquisition: American Exploration Production Company, American Reserves Corporation, Dominion Gas Marketing, Inc., and LDNG Acquisition, Inc.
9.	Dominion Natural Gas I, L.P. is owned 99% by LDNG Texas Holdings, Inc. with DOTEPI owning the remaining 1% interest.
10.	Stonewater Pipeline Company, L.P., is owned 99% by LDNG Texas Holdings, Inc. with the remaining 1% interest held by Stonewater Pipeline Company of Texas, Inc.
11.	Effective May 9, 2001 CNG Iroquois Inc was renamed Dominion Iroquois, Inc. Dominion Iroquois, Inc. holds a 24.72% partnership interest in Iroquois Gas Transmission System, L.P.
12.	Dominion Capital holds a 50% interest in Trilon Dominion Partners, LLC, which is involved in venture capital investments, a 50% interest in Stonehouse LLC, a 100% interest in Williams Court/DCI Properties and a 100% interest in Shoulders Hill/DCI Properties, all real estate investments.
13.	Dominion Energy holds a 20% interest in Caithness BLM Group L.P. and a 23% interest in Caithness Navy II Group L.P, which are both involved in geothermal electric generation. Dominion Energy also holds a 15% interest in Luz Solar Partners Ltd. VII, L.P., which is involved in solar electric generation, and a 10% interest in Rumford Cogeneration Company, Ltd., which is involved in wood burning electric generation. Dominion Energy owns 100% of Niton US, Inc. and Remington, LLC, holding companies. Remington, LLC holds a 99% interest in Domcan NS1 ULC with the remaining 1% interest held by Dominion Energy. The only activity of Doman NSI ULC and Remington, LLC relates to the borrowings on behalf of Domcan Boundary Corp.
14.	Dominion Cogen WV, Inc. holds a 50% interest in Morgantown Energy Associates, a non-regulated power generation facility.
15.	Dominion Elwood, Inc. holds a 50% interest in Elwood Energy, LLC, a non-regulated power generation facility.
16.	Dominion Kincaid, Inc. holds a 99% interest in Kincaid Generation, LLC with Dominion Energy owning the remaining 1% interest.

ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2001 (continued)

17.	Dominion Nuclear Connecticut, Inc. is owned 70% by Dominion Nuclear Marketing II, Inc., 25% by Dominion Nuclear Marketing I, Inc. and 5% by Dominion Nuclear Marketing III, LLC.
18.	Dominion Nuclear Marketing III, LLC is owned 70% by Dominion Nuclear, Inc., 25% by Dominion Retail and 5% by Dominion Nuclear Holdings, Inc.
19.	Dominion Appalachian Development Properties, LLC, is owned 99% by Dominion Reserves, Inc. and 1% by Dominion Appalachian Development, Inc.
20.	Dominion Gas Processing MI, Inc., holds a 46.087% in Wilderness Chester Gas Processing L.P., 24.5% interest in Wilderness Energy Services Limited Partnership and a 50% interest in Wilderness Energy L.C., which in turns holds a 51% interest in Wilderness Energy Services Limited Partnership. Wilderness Chester Gas Processing L.P., Wilderness Energy L.C. and Wilderness Energy Services Limited Partnership are involved in natural gas gathering and processing.
21.	Effective April 12, 2001, Great Lakes Compression, Inc. was renamed Dominion Michigan Production Services, Inc.
22.	Dominion Energy Canada Limited is owned 85.60% by Dominion Storage, Inc., 13.54% by Dominion Energy, and 0.86% by Niton US, Inc. Dominion Energy Canada Limited owns 100% of Dominion Exploration Canada Limited and 100% of Domcan Boundary Corporation. Dominion Exploration Canada Limited holds a 40% interest in Alberta HUB Energy Service. Domcan Boundary Corporation owns 100% of Domcan Boundary Holding Limited and 61.8% of Dominion Exploration Partnership. The remaining 38.2% ownership interest of Dominion Exploration Partnership is held 28.8% by Dominion Exploration Canada Limited and 9.4% by Domcan Boundary Holdings Limited. Effective August 31, 2001 Dominion East Alberta Ltd. Was renamed Dominion Exploration Canada Ltd. Effective August 31, 2001 Domcan Boundary Partnership was renamed Dominion Exploration Partnership.
23.	Dominion Alliance Holding, Inc. holds a 10% interest in BridgeCo, which was created to start up a regional transmission operator.
24.	Dominion Resources Services, Inc. is owned 99.5% by Dominion and 0.5% by CNG.
25.	DT Services, Inc. holds a 50% interest in Dominion Fiber Ventures, LLC, which owns a 100% interest in Dominion Telecom, Inc., a telecommunications services company.
26.	From 1995 through 2001, Dominion established five subsidiary capital trusts that sold trust preferred securities that represented preferred beneficial interests and 97 percent beneficial ownership in the assets held by the capital trusts. In exchange for the funds realized from the sale of the trust preferred securities and common securities that represent the remaining 3 percent beneficial ownership interest in the assets held by the capital trust, Dominion issued various junior subordinated debt instruments. The junior subordinated debt instruments constitute 100 percent of each capital trust's assets.
Date Established		Capital Trusts	Trust Preferred Securities	Common Securities	Junior Subordinated Notes/Debentures
			(Millions)
September, 1995		Virginia Power Capital Trust I	$135	$4	$139 million - 8.05% Series A Notes due 9/30/2025*
December, 1997		Dominion Resources Capital Trust I	250	$8	$258 million - 7.83% Debentures due 12/1/2027
January, 2001		Dominion Resources Capital Trust II	300	$9	$309 million - 8.4% Debentures due 1/30/2041
January, 2001		Dominion Resources Capital Trust III	247	$8	$258 million - 8.4% Debentures due 1/15/2031
October, 2001		Dominion CNG Capital Trust I	200	$6	$206 million - 7.8% Debentures due 10/31/2041

* The maturity date, subject to certain conditions, may be extended for up to an additional 10 years from date of original maturity.

27.	Dominion Canada Finance Company is owned 99% by Dominion with Remington, LLC owning the remaining 1% interest. 12

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

Name of Company	Consideration	Description of Transaction	Exemption

Virginia Power	$141,675	Sale of portions of Five Points substation (Beaufort County, NC)	Rule 44(b)
Virginia Power	$29,365	Sale of street lights (Henrico County, VA)	Rule 44(b)
Virginia Power	$12,396	Sale of hustle delivery point (Westmoreland County, VA)	Rule 44(b)
Dominion Hope	$99,316	Acquisition of lines and regulating stations from Dominion Transmission	Rule 41
Dominion Hope	$1,458,639	Acquisition of transmission assets from Great Lakes Pipeline (West Virginia)	Rule 41

In 2001, Virginia Power acquired three generating facilities located in Virginia for $207 million, as authorized in Release No. 27355, File No. 70-9807.

ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES

During 2001, Dominion Transmission had a letter of credit outstanding to provide security to the Commonwealth of Pennsylvania for the Company's obligation to plug and reclaim gas wells as part of the process of abandonment of gas storage properties. One-half the cost of one letter of credit is shared by nonaffiliated pipeline companies. As of December 31, 2001, the balance outstanding on this letter of credit totaled $1,500,000.

As of December 31, 2001, Dominion maintained two separate indemnity agreements with two separate surety companies. The indemnity agreements represented total outstanding obligations of approximately $105 million.

CNG has issued guarantees to the states of Louisiana, Ohio, Pennsylvania and West Virginia to maintain worker's compensation self-insurance status for certain subsidiaries operating in those states.

Dominion Energy has also issued a guaranty to the state of Connecticut to maintain worker's compensation self-insurance status for a subsidiary operating in that state.

All of the above transactions are exempt pursuant to Rule 45(b)(6).

On November 1, 2001, Dominion acquired all of the outstanding shares of common stock of Louis Dreyfus Natural Gas Corp. (Louis Dreyfus), a natural gas and oil exploration and production company headquartered in Oklahoma City, Oklahoma. The aggregate purchase price was $1.8 billion, which consisted of approximately 14 million shares of Dominion common stock valued at $881 million and $902 million in cash. Dominion completed the acquisition by merging Louis Dreyfus into a new subsidiary and contributed the subsidiary to CNG. This transaction is exempt pursuant to Rule 58.

Dominion Resources, Inc. loaned, in the form of a non-negotiable note, approximately $1.3 billion to Dominion Energy, who in turn loaned the money in the form of a non-negotiable note to Dominion Nuclear, Inc. in order to fund the acquisition of the Millstone Power Station. This was an exempt transaction under Rule 52.

The above do not include issuances or guarantees of system company securities which have been authorized by Commission order under the Public Utility Holding Company Act of 1935 and which are subject to Rule 24 certificate filing requirements or quarterly reporting on Form U-6B-2 or Form U-9C-3 and also excludes the issuance of securities in connection with Dominion Fiber Ventures, LLC's senior note financing previously reported.

ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES

Name of Issuer and Title of Issue	Name of Company Redeeming or Retiring Securities	Redeemed (note 1)	Retired (note 1)	Consideration	Commission Authorization (note 2)
		(amounts in thousands)
Dominion Resources Inc. (Dominion)
Money market note	Dominion		$820,000	$820,000	Rule 42
Notes payable to affiliates	Dominion		$348,195	$326,492	Rule 42

Consolidated Natural Gas Company (CNG)
8 3/4% Debentures	CNG	$84,010		$84,010	Rule 42

Dominion E&P
Non-negotiable notes	Dominion E&P		$4,450	$4,450	Rule 42

Dominion East Ohio
Non-negotiable notes	Dominion East Ohio		$2,440	$2,440	Rule 42

Dominion Hope
Non-negotiable notes	Dominion Hope		$474	$474	Rule 42

Dominion Peoples
Non-negotiable notes	Dominion Peoples		$1,261	$1,261	Rule 42

Dominion Transmission
Non-negotiable notes	Dominion Transmission		$5,827	$5,827	Rule 42

Virginia Power
Medium Term Notes	Virginia Power		$140,650	$140,650	Rule 42
First and Refunding Bonds	Virginia Power		$200,000	$200,000	Rule 42
Preferred Stock	Virginia Power	$125,000		$125,000	Rule 42

Notes to Item 4:

1.	Except as noted, all securities redeemed or retired have been cancelled.
2.	Public Utility Holding Company Act of 1935 .

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES

The aggregate amounts of investments at December 31, 2001, in persons operating in the system's retail service area are shown below.

Name of Owner	Number of Persons	Business of Persons	Book Value

Dominion Transmission	One	State Development Fund	$100,000
Dominion Hope	One	State Development Fund	$100,000
Dominion Hope	One	Economic Development Small Business Investment Company (Note 1)	$475,000

Note 1: Investment made pursuant to the West Virginia Capital Companies Act and under Rule 40(a)(5).

Other investments in securities of non-system companies included the following:

Name of Owner	Issuer	Business of Issuer	Book Value	Type of Investment	Shares Owned/ % Ownership

Dominion	Pantellos, Corp.	Investor in electronic marketplace	$3,079,946	Common stock	319,329 shares

Dominion Energy Exchange	EIP Holdings, LLC	Investor in electronic marketplace	$1,885,206	Partnership interest	9.90% ownership

Dominion Alliance Holdings, Inc.	BridgeCo	Regional Transmission operator	$7,843,124	Common stock	2,500,000 shares

For Virginia Power's investments in securities of non-system companies, see Exhibit F.

The above do not include investments in securities of non-system companies which have been authorized by Commission order under the Public Utility Holding Company Act of 1935 and which are subject to Rule 24 Certificate filing requirements.

ITEM 6. OFFICERS AND DIRECTORS

Part 1. Names, principal business address and positions held as of December 31, 2001

The names, principal business address and positions held as of December 31, 2001 of the officers and directors of system companies are presented in the tables below. The principal business address of each officer and director are indicated in such tables by the numbers (1) through (34). The addresses associated with these number designations are shown in the following address key. The symbols used to indicate the positions held by officers and directors are shown in the position symbol key below.

ADDRESS KEY

(1) 120 Tredegar Street, Richmond, VA 23219
(2) 701 East Cary Street, Richmond, VA 23219
(3) 5000 Dominion Boulevard, Glen Allen, VA 23060
(4) 625 Liberty Avenue, Pittsburgh, PA 15222
(5) 1450 Poydas Street, New Orleans, LA 70112
(6) 140 West Main Street, Clarksburg, WV 23601
(7) 1201 East 55^th Street, Cleveland, OH 44103

ITEM 6. OFFICERS AND DIRECTORS (continued)

ADDRESS KEY - continued

(8) 445 West Main Street, Clarksburg, WV 23601
(9) 1717 East Ninth Street, Cleveland, OH 44114
(10) 16945 Northchase Drive, Houston, TX 77060

(11) 5570 Hog Island Road, Surry, VA 23883
(12) 1022 Haley Drive, Mineral, VA 23117
(13) 4355 Innslake Drive, Glen Allen, VA 23060
(14) 14000 Quail Springs Parkway, Suite 600, Oklahoma City, OK 73134
(15) Rope Ferry Road, Waterford, CT 06385
(16) 781 Weed Street, New Canaan, CT 06840
(17) 100 North Tryon Street, Suite 2600, Charlotte, NC 28202
(18) 904 North First Street, Richmond, VA 23219
(19) 3805 Greenway, Baltimore, MD 21218
(20) 29 Everett Street, Cambridge, MA 02138
(21) 1422 Euclid Avenue, Suite 1400, Cleveland, OH 44115
(22) 6 Whittaker's Mill, Williamsburg, VA 23185
(23) 1122 North 25^th Street, Suite A, Richmond, VA 23223
(24) 314 Burnwick Road, Richmond, VA 23227
(25) 3559 Fairystone Park Highway, 2^nd Floor, Bassett, VA 24055
(26) 420 South Marion Parkway, Denver, CO 80209
(27) 1415 Louisiana Street, Suite 2700, Houston, TX 77002
(28) 400 3^rd Avenue, SW, Calgary, Alberta, Canada T2P4H2
(29) 3700 Canterra Tower, 400 Third Ave. S.W., Calgary, Alberta, T2P4H2
(30) One Dominion Drive, Jane Lew, WV 26378
(31) 2539 Washington Road, Suite 1010, Upper St. Clair, PA 15241
(32) 1921 Hamilton Avenue, Cleveland OH 44114
(33) 2400 Grayland Avenue, Richmond, VA 23220

(34) 1 5^th Avenue, New York, NY 10003

POSITION SYMBOL KEY


CB	--Chairman of the Board	SVP	--Senior Vice President
CEO	--Chief Executive Officer	S	--Secretary
P	--President	T	--Treasurer
EVP	--Executive Vice President	C	--Controller
CFO	--Chief Financial Officer	GC	--General Counsel
COO	--Chief Operating Officer	D	--Director

Armstrong Energy Limited Partnership, LLLP

Name and Principal Address	Title	Name and Principal Address	Title
Thomas F. Farrell, II (1)	CEO	Edward J. Rivas (3)	SVP
James P. O'Hanlon (1)	P, COO	Malcolm G. Deacon, Jr. (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Paul D. Koonce (1)	SVP

ITEM 6. OFFICERS AND DIRECTORS (continued)

CNG Coal Company

Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Godfrey E. Lake, Jr. (1)	SVP	Carol J. Nichols (5)	C
Jerry R. Schuyler (27)	SVP

CNG International Corporation

Thomas N. Chewning (1)	D, P, CEO	Patricia A. Wilkerson (1)	VP
G. Scott Hetzer (1)	SVP, T	E. J. Marks, III (4)	S

CNG Kauai, Inc.

Thomas N. Chewning (1)	D, P	Malcolm G. Deacon, Jr. (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S

CNG Main Pass Gas Gathering Corporation

Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Godfrey E. Lake, Jr. (1)	SVP	Carol J. Nichols (5)	C
Jerry R. Schuyler (27)	SVP

CNG Oil Gathering Corporation

Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Godfrey E. Lake, Jr. (1)	SVP	Carol J. Nichols (5)	C
Jerry R. Schuyler (27)	SVP

CNG Pipeline Company

Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
G. Scott Hetzer (1)	SVP, T	James D. Abercrombie (5)	VP
Godfrey E. Lake, Jr. (1)	SVP	Kevin P. Guilbeau (5)	VP
Timothy S. Parker (5)	SVP,	Patricia A. Wilkerson (1)	VP, S
Jerry R. Schuyler (27)	SVP	Carol J. Nichols (5)	C

CNG Power Services Corporation

Thomas F. Farrell, II (1)	D, CEO	G. Scott Hetzer (1)	SVP, T
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S

Carthage Energy Services, Inc.

Fred G. Wood, III (10)	D, P, T	Carol J. Nichols (5)	C
Patricia A. Wilkerson (1)	VP, S

ITEM 6. OFFICERS AND DIRECTORS (continued)

Consolidated Natural Gas Company

Thos. E. Capps (1)	CB, P, CEO	James L. Sanderlin (1)	SVP
Thomas N. Chewning (1)	EVP, CFO	William C. Hall, Jr. (1)	VP
Thomas F. Farrell, II (1)	D, EVP	Simon C. Hodges (1)	VP
James P. O'Hanlon (1)	EVP	Karen E. Hunter (2)	VP
Duane C. Radtke (10)	D, EVP	Steven A. Rogers (1)	VP, C
Edgar M. Roach, Jr. (2)	D, EVP	James F. Stutts (1)	VP, GC
Eva Teig Hardy (2)	SVP	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T

Cypress Energy, Inc.

Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Godfrey E. Lake, Jr. (1)	SVP	Carol J. Nichols (5)	C

DEI U.K., Inc.

Thomas N. Chewning (1)	D, P	James F. Stutts (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S

DT Services, Inc.

Edgar M. Roach, Jr. (2)	D, P, CEO	Karen E. Hunter (2)	VP
M. Stuart Bolton, Jr. (2)	SVP	Patricia McIntyre (13)	VP
G. Scott Hetzer (1)	SVP, T	Charles Vassallo (13)	VP
Gregg T. Kamper (13)	SVP	Patricia A. Wilkerson (1)	VP, S
David M. Fellowes (13)	VP	Elwood L. Tanner (2)	C

Dominion Alliance Holding, Inc.

Edgar M. Roach, Jr. (2)	D, P, CEO	Patricia A. Wilkerson (1)	VP, S
M. Stuart Bolton, Jr. (2)	SVP	Maxwell R. Schools, Jr. (4)	C
G. Scott Hetzer (1)	SVP, T

Dominion Appalachian Development Properties, L.L.C.

Dominion Appalachian Development, Inc. (30)	Member	Dominion Reserves, Inc. (1)	Member

Dominion Appalachian Development, Inc.

Duane C. Radtke (10)	D, P, CEO	Benjamin A. Hardesty (30)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Jerry R. Schuyler (27)	SVP	Carol J. Nichols (5)	C
Fred G. Wood, III (10)	SVP

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Armstrong Services Company, Inc.

Thomas F. Farrell, II (1)	D, CEO	Malcolm G. Deacon, Jr. (3)	VP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Edward J. Rivas (3)	SVP

Dominion Armstrong, Inc.

Thomas F. Farrell, II (1)	D, CEO	Malcolm G. Deacon, Jr. (3)	VP
James P. O'Hanlon (1)	P, COO	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Dominion Black Warrior Basin, Inc.

Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Godfrey E. Lake, Jr. (1)	SVP	Carol J. Nichols (5)	C
Jerry R. Schuyler (27)	SVP

Dominion Canada Finance Company

Thos. E. Capps (1)	D	G. Scott Hetzer (1)	D, SVP, T
Thomas N. Chewning (1)	D, P	Patricia A. Wilkerson (1)	S

Dominion Capital, Inc.

Thos. E. Capps (1)	D	Mark P. Mikuta (1)	VP, C
Thomas N. Chewning (1)	CB	Jerry L. Moore (1)	VP
G. Scott Hetzer (1)	SVP, T	Henry C. Riely (1)	S

Dominion Cleveland Thermal Generation, LLC

Dominion Cleveland Thermal, LLC (32)	Manager	Paul D. Koonce (1)	SVP
Thomas F. Farrell, II (1)	CEO	Philip E. Riley, Jr. (4)	SVP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
E. Paul Hilton (1)	SVP

Dominion Cleveland Thermal, Inc.

Thomas F. Farrell, II (1)	D, CEO	Paul D. Koonce (1)	SVP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
E. Paul Hilton (1)	SVP

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Cleveland Thermal, LLC

Dominion Cleveland Thermal, Inc. (32)	Manager	Paul D. Koonce (1)	SVP
Thomas F. Farrell, II (1)	CEO	Philip E. Riley, Jr. (4)	SVP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
E. Paul Hilton (1)	SVP

Dominion Cleveland Chilled Water Distribution, LLC

Dominion Cleveland Thermal, LLC (32)	Member	Paul D. Koonce (1)	SVP
Thomas F. Farrell, II (1)	CEO	Philip E. Riley, Jr. (4)	SVP
James P. O'Hanlon (1)	P, COO	Annetta R. Riekel (2)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
E. Paul Hilton (1)	SVP	Lee D. Katz (1)	C

Dominion Cleveland Steam Distribution, LLC

Dominion Cleveland Thermal, LLC (32)	Manager	Paul D. Koonce (1)	SVP
James P. O'Hanlon (1)	P, COO	Philip E. Riley, Jr. (4)	SVP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
E. Paul Hilton (1)	SVP	Lee D. Katz (1)	C

Dominion Cogen, Inc.

Thomas F. Farrell, II (1)	D, CEO	Edward J. Rivas (3)	SVP
James P. O'Hanlon (1)	P, COO	Malcolm G. Deacon, Jr. (3)	VP
G. Scott Hetzer (1)	SVP, T	Pamela F. Faggert (3)	VP
E. Paul Hilton (1)	SVP	Patricia A. Wilkerson (1)	VP, S
Paul D. Koonce (1)	SVP	Lee D. Katz (1)	C

Dominion Cogen WV, Inc.

Thomas F. Farrell, II (1)	D, CEO	Edward J. Rivas (3)	SVP
James P. O'Hanlon (1)	P, COO	Malcolm G. Deacon, Jr. (3)	VP
G. Scott Hetzer (1)	SVP, T	Pamela F. Faggert (3)	VP
E. Paul Hilton (1)	SVP	Patricia A. Wilkerson (1)	VP, S
Paul D. Koonce (1)	SVP	Lee D. Katz (1)	C

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Dresden Services Company, Inc.

Thomas F. Farrell, II (1)	D, CEO	Malcolm G. Deacon, Jr. (3)	VP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Edward J. Rivas (3)	SVP

Dominion Dresden, Inc.

Thomas F. Farrell, II (1)	D, CEO	Malcolm G. Deacon, Jr. (3)	VP
James P. O'Hanlon (1)	P, COO	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Dominion Elwood, Inc.

Thomas F. Farrell, II (1)	D, CEO	Edward J. Rivas (3)	SVP
James P. O'Hanlon (1)	P, COO	Malcolm G. Deacon, Jr. (3)	VP
G. Scott Hetzer (1)	SVP, T	Pamela F. Faggert (3)	VP
E. Paul Hilton (1)	SVP	Patricia A. Wilkerson (1)	VP, S
Paul D. Koonce (1)	SVP	Lee D. Katz (1)	C

Dominion Elwood Services Company, Inc.

Thomas F. Farrell, II (1)	D, CEO	Edward J. Rivas (3)	SVP
James P. O'Hanlon (1)	P, COO	Malcolm G. Deacon, Jr. (3)	VP
G. Scott Hetzer (1)	SVP, T	Pamela F. Faggert (3)	VP
E. Paul Hilton (1)	SVP	Patricia A. Wilkerson (1)	VP, S
Paul D. Koonce (1)	SVP	Lee D. Katz (1)	C

Dominion Energy Canada Limited

Duane C. Radtke (10)	C	Milton Porter (28)	VP & CFO
Wayne K. Foo (28)	D, P, CEO	Lyle Strom (28)	VP
Duncan Chisholm (28)	SVP	Patricia A. Wilkerson (1)	VP
Fred G. Wood, III (10)	SVP	Jack C. MacGillivray (29)	S
Guy Jones (28)	VP

Dominion Energy Construction Company

Thomas F. Farrell, II (1)	D, CEO	Malcolm G. Deacon, Jr. (3)	VP
James P. O'Hanlon (1)	P, COO	Pamela F. Faggert (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Dominion Energy Direct Sales, Inc.

Thomas F. Farrell, II (1)	D, CEO	Philip E. Riley, Jr. (4)	SVP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Christopher J. Ziegler (1)	VP
E. Paul Hilton (1)	SVP	Lee D. Katz (1)	C
Paul D. Koonce (1)	SVP

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Energy Exchange, Inc.

Thomas F. Farrell, II (1)	D, CEO	Paul D. Koonce (1)	SVP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C

Dominion Energy, Inc.

Thos. E. Capps (1)	CB	Malcolm G. Deacon, Jr. (3)	VP
Thomas F. Farrell, II (1)	D, CEO	Pamela F. Faggert (3)	VP
James P. O'Hanlon (1)	P, COO	Eugene S. Grecheck (3)	VP
Duane C. Radtke (10)	D, P, CEO	Leslie N. Hartz (3)	VP
Edgar M. Roach, Jr. (2)	D	David C. Holden (3)	VP
David A. Christian (3)	SVP	Karen E. Hunter (2)	VP
Wayne K. Foo (28)	SVP	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	William R. Matthews (15)	VP
E. Paul Hilton (1)	SVP	Raymond P. Necci (15)	VP
Jay L. Johnson (1)	SVP	J. Alan Price (15)	VP
Paul D. Koonce (1)	SVP	Charles E. Roberts (6)	VP
Godfrey E. Lake, Jr. (1)	SVP	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	David A. Heacock (12)	VP
Jerry R. Schuyler (27)	SVP	Lee D. Katz (1)	C
Fred G. Wood, III (10)	SVP

Dominion Energy Marketing, Inc.

Thomas F. Farrell, II (1)	D, CEO	James K. Martin (1)	VP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Paul D. Koonce (1)	SVP

Dominion Energy Services Company, Inc.

Thomas F. Farrell, II (1)	D, CEO	Edward J. Rivas (3)	SVP
James P. O'Hanlon (1)	P, COO	Malcolm G. Deacon, Jr. (3)	VP
G. Scott Hetzer (1)	SVP, T	Pamela F. Faggert (3)	VP
E. Paul Hilton (1)	SVP	Patricia A. Wilkerson (1)	VP, S
Paul D. Koonce (1)	SVP	Lee D. Katz (1)	C

Dominion Energy Technologies, Inc.

Thomas N. Chewning (1)	D	G. Scott Hetzer (1)	D, SVP, T
Thomas F. Farrell, II (1)	D, CEO	Patricia A. Wilkerson (1)	VP, S
James P. O'Hanlon (1)	P, COO	Lee D. Katz (1)	C

Dominion Equipment III, Inc.

Thomas F. Farrell, II (1)	D, CEO	James K. Martin (1)	VP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Malcolm G. Deacon, Jr. (3)	VP

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Equipment, Inc.

Thomas F. Farrell, II (1)	D, CEO	Malcolm G. Deacon, Jr. (3)	VP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Edward J. Rivas (3)	SVP

Dominion Exploration & Production, Inc.

Thos. E. Capps (1)	D	Timothy S. Parker (5)	SVP
Thomas F. Farrell, II (1)	D	Jerry R. Schuyler (27)	SVP
Edgar M. Roach, Jr. (2)	D	Fred G. Wood, III (10)	SVP
Duane C. Radtke (10)	D, P, CEO	James D. Abercrombie (5)	VP
Wayne K. Foo (28)	SVP	Kevin P. Guilbeau (5)	VP
G. Scott Hetzer (1)	SVP, T	Dennis G. Millet (10)	VP
Rohinton K. Irani (14)	SVP	Patricia A. Wilkerson (1)	VP, S
Godfrey E. Lake, Jr. (1)	SVP	Carol J. Nichols (5)	C

Dominion Fairless Hills, Inc.

Thomas F. Farrell, II (1)	D, CEO	Malcolm G. Deacon, Jr. (3)	VP
James P. O'Hanlon (1)	P, COO	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Dominion Field Services, Inc.

Thomas F. Farrell, II (1)	D, CEO	Charles E. Roberts (6)	VP
James P. O'Hanlon (1)	P, COO	Joseph C. Vanzant, Jr. (31)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Paul D. Koonce (1)	SVP	Lee D. Katz (1)	C

Dominion Gas Processing MI, Inc.

Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Godfrey E. Lake, Jr. (1)	SVP	Carol J. Nichols (5)	C
Jerry R. Schuyler (27)	SVP

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Greenbrier, Inc.

Thomas F. Farrell, II (1)	D, CEO	Jeffrey L. Barger (8)	VP
James P. O'Hanlon (1)	P, COO	Georgia B. Carter (1)	VP
G. Scott Hetzer (1)	SVP, T	Pamela F. Faggert (3)	VP
Paul D. Koonce (1)	SVP	Patricia A. Wilkerson (1)	VP, S
Gary L. Sypolt (8)	SVP	Carol J. Nichols (5)	C

Dominion Iroquois, Inc.

Thomas F. Farrell, II (1)	D, CEO	Jeffrey L. Barger (8)	VP
James P. O'Hanlon (1)	P, COO	Georgia B. Carter (1)	VP
G. Scott Hetzer (1)	SVP, T	Marc A. Halbritter (4)	VP
Paul D. Koonce (1)	D, SVP	Patricia A. Wilkerson (1)	VP, S
Gary L. Sypolt (8)	SVP	Lee D. Katz (1)	C

Dominion Kincaid, Inc.

Thomas F. Farrell, II (1)	D, CEO	Malcolm G. Deacon, Jr. (3)	VP
James P. O'Hanlon (1)	P, COO	Pamela F. Faggert (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
E. Paul Hilton (1)	SVP	Lee D. Katz (1)	C
Edward J. Rivas (3)	SVP

Dominion Member Services, Inc.

Thomas F. Farrell, II (1)	D, CEO	Philip E. Riley, Jr. (4)	SVP
James P. O'Hanlon (1)	P, COO	Tru Dee Jo Bamberg (4)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Paul D. Koonce (1)	SVP

Dominion Metering Services, Inc.

Edgar M. Roach, Jr. (2)	D, P, CEO	Eric S. Hall (7)	VP
M. Stuart Bolton, Jr. (2)	SVP	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Maxwell R. Schools, Jr. (4)	C
Mark F. McGettrick (2)	SVP

Dominion Michigan Production Services, Inc.

Duane C. Radtke (10)	D, P, CEO	Benjamin A. Hardesty (30)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Jerry R. Schuyler (27)	SVP	Carol J. Nichols (5)	C
Fred G. Wood, III (10)	SVP

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Midwest Energy, Inc.

Duane C. Radtke (10)	D, P, CEO	Benjamin A. Hardesty (30)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Jerry R. Schuyler (27)	SVP	Carol J. Nichols (5)	C
Fred G. Wood, III (10)	SVP

Dominion Natural Gas Storage, Inc.

Thomas F. Farrell, II (1)	D, CEO	Jeffrey L. Barger (8)	VP
James P. O'Hanlon (1)	P, COO	Pamela F. Faggert (3)	VP
G. Scott Hetzer (1)	SVP, T	Marc A. Halbritter (4)	VP
Paul D. Koonce (1)	SVP	Patricia A. Wilkerson (1)	VP, S
Gary L. Sypolt (8)	SVP	Lee D. Katz (1)	C

Dominion Nuclear Connecticut, Inc.

Thomas F. Farrell, II (1)	D, CEO	Leslie N. Hartz (3)	VP
James P. O'Hanlon (1)	D, P, COO	James K. Martin (1)	VP
David A. Christian (3)	D, SVP	William R. Matthews (15)	VP
G. Scott Hetzer (1)	SVP, T	Raymond P. Necci (15)	VP
Paul D. Koonce (1)	SVP	J. Alan Price (15)	VP
Malcolm G. Deacon, Jr. (3)	VP	Patricia A. Wilkerson (1)	VP, S
Pamela F. Faggert (3)	VP	Lee D. Katz (1)	C

Dominion Nuclear Holdings, Inc.

Thomas F. Farrell, II (1)	D, CEO	James K. Martin (1)	VP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
David A. Christian (3)	SVP	Lee D. Katz (1)	C
G. Scott Hetzer (1)	SVP, T

Dominion Nuclear, Inc.

Thomas F. Farrell, II (1)	D, CEO	E. Paul Hilton (1)	SVP
James P. O'Hanlon (1)	P, COO	Paul D. Koonce (1)	SVP
David A. Christian (3)	SVP	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C

Dominion Nuclear Marketing I, Inc.

Thomas F. Farrell, II (1)	D, CEO	Paul D. Koonce (1)	SVP
James P. O'Hanlon (1)	P, COO	James K. Martin (1)	VP
David A. Christian (3)	SVP	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C


Dominion Nuclear Marketing II, Inc.

Thomas F. Farrell, II (1)	D, CEO	Paul D. Koonce (1)	SVP
James P. O'Hanlon (1)	P, COO	James K. Martin (1)	VP
David A. Christian (3)	SVP	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Nuclear Marketing III, L.L.C.

Thomas F. Farrell, II (1)	D	Paul D. Koonce (1)	SVP
Philip E. Riley, Jr. (4)	D	James K. Martin (1)	VP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
David A. Christian (3)	SVP	Lee D. Katz (1)	C
G. Scott Hetzer (1)	SVP, T

Dominion Ohio ES, Inc.

Edgar M. Roach, Jr. (2)	D, P, CEO	Patricia A. Wilkerson (1)	VP, S
M. Stuart Bolton, Jr. (2)	SVP	Maxwell R. Schools, Jr. (4)	C
G. Scott Hetzer (1)	SVP, T

Dominion Ohio ES, LLC

Dominion Ohio ES Inc. (9)	Manager
Mark S. Allen (33)	Manager
Randall B. Reynolds (33)	Manager

Dominion Oklahoma Texas Exploration & Production, Inc.

Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
G. Scott Hetzer (1)	SVP, T	James D. Abercrombie (5)	VP
Rohinton K. Irani (14)	SVP	Kevin P. Guilbeau (5)	VP
Godfrey E. Lake, Jr. (1)	SVP	Dennis G. Millet (10)	VP
Timothy S. Parker (5)	SVP	Patricia A. Wilkerson (1)	VP, S
Jerry R. Schuyler (27)	SVP	Carol J. Nichols (5)	C

Dominion Pipeline - Greenbrier, Inc.

Thomas F. Farrell, II (1)	D, CEO	Jeffrey L. Barger (8)	VP
James P. O'Hanlon (1)	P, COO	Pamela F. Faggert (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Paul D. Koonce (1)	SVP	Lee D. Katz (1)	C
Gary L. Sypolt (8)	SVP

Dominion Pleasants Services Company, Inc.

Thomas F. Farrell, II (1)	D, CEO	Malcolm G. Deacon, Jr. (3)	VP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Edward J. Rivas (3)	SVP

Dominion Pleasants, Inc.

Thomas F. Farrell, II (1)	D, CEO	Malcolm G. Deacon, Jr. (3)	VP
James P. O'Hanlon (1)	P, COO	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Products and Services, Inc.

Thomas F. Farrell, II (1)	D, CEO	Philip E. Riley, Jr. (4)	SVP
James P. O'Hanlon (1)	P, COO	Tru Dee Jo Bamberg (4)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Paul D. Koonce (1)	SVP

Dominion Reserves, Inc.

Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Godfrey E. Lake, Jr. (1)	SVP	Carol J. Nichols (5)	C
Jerry R. Schuyler (27)	SVP

Dominion Reserves - Indiana, Inc.

Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Godfrey E. Lake, Jr. (1)	SVP	Carol J. Nichols (5)	C
Jerry R. Schuyler (27)	SVP

Dominion Reserves - Utah, Inc.

Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Godfrey E. Lake, Jr. (1)	SVP	Carol J. Nichols (5)	C
Jerry R. Schuyler (27)	SVP

Dominion Reserves Gulf Coast, Inc.

Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Godfrey E. Lake, Jr. (1)	SVP	Carol J. Nichols (5)	C
Jerry R. Schuyler (27)	SVP
Dominion Resources, Inc.

William S. Barrack, Jr. (16)	D	Thomas N. Chewning (1)	EVP, CFO
Ronald J. Calise (34)	D	Thomas F. Farrell, II (1)	EVP
George A. Davidson, Jr. (4)	D	James P. O'Hanlon (1)	EVP
John W. Harris (17)	D	Duane C. Radtke (10)	EVP
Benjamin J. Lambert, III (18)	D	Edgar M. Roach, Jr. (2)	EVP
Richard L. Leatherwood (19)	D	Eva Teig Hardy (2)	SVP
Margaret A. McKenna (20)	D	G. Scott Hetzer (1)	SVP, T
Steven A. Minter (21)	D	James L. Sanderlin (1)	SVP
Kenneth A. Randall (22)	D	William C. Hall, Jr. (1)	VP
Frank S. Royal (23)	D	Simon C. Hodges (1)	VP
S. Dallas Simmons (24)	D	Karen E. Hunter (2)	VP
Robert H. Spilman (25)	D	Steven A. Rogers (1)	VP, C
David A. Wollard (26)	D	James F. Stutts (1)	VP, GC
Thos. E. Capps (1)	D, CB, P, CEO	Patricia A. Wilkerson (1)	VP, S

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Resources Services, Inc.

Thos. E. Capps (1)	D, P, CEO	Simon C. Hodges (1)	VP
Thomas N. Chewning (1)	D, EVP, CFO	David C. Holden (3)	VP
Thomas F. Farrell, II (1)	D, EVP	Kevin T. Howell (3)	VP
James P. O'Hanlon (1)	EVP	Karen E. Hunter (2)	VP
Duane C. Radtke (10)	D, EVP	Gregg T. Kamper (13)	VP
Edgar M. Roach, Jr. (2)	D, EVP	Anthony E. Manning (2)	VP
Eva Teig Hardy (2)	SVP	Annetta R. Riekel (2)	VP
G. Scott Hetzer (1)	SVP, T	Steven A. Rogers (1)	VP
Margaret E. McDermid (2)	SVP	James F. Stutts (1)	VP
James L. Sanderlin (1)	SVP	Billy F. Warf (2)	VP
Pamela F. Faggert (3)	VP	Patricia A. Wilkerson (1)	VP, S
Roy S. Grier (2)	VP	Ash Sawhney (2)	C
William C. Hall, Jr. (1)	VP

Dominion Retail, Inc.

Thomas F. Farrell, II (1)	D, CEO	Philip E. Riley, Jr. (4)	SVP
James P. O'Hanlon (1)	P, COO	Tru Dee Jo Bamberg (4)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Paul D. Koonce (1)	SVP

Dominion San Juan, Inc.

Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Godfrey E. Lake, Jr. (1)	SVP	Carol J. Nichols (5)	C
Jerry R. Schuyler (27)	SVP

Dominion Storage, Inc.

Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Godfrey E. Lake, Jr. (1)	SVP	Carol J. Nichols (5)	C
Jerry R. Schuyler (27)	SVP

Dominion Transmission, Inc.

Thomas F. Farrell, II (1)	D, CEO	Georgia B. Carter (1)	VP
James P. O'Hanlon (1)	P, COO	Pamela F. Faggert (3)	VP
G. Scott Hetzer (1)	SVP, T	Marc A. Halbritter (4)	VP
Paul D. Koonce (1)	SVP	Patricia A. Wilkerson (1)	VP, S
Gary L. Sypolt (8)	SVP	Lee D. Katz (1)	C
Jeffrey L. Barger (8)	VP

Dominion Troy Services Company, Inc.

Thomas F. Farrell, II (1)	D, CEO	Malcolm G. Deacon, Jr. (3)	VP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Edward J. Rivas (3)	SVP

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Troy, Inc.

Thomas F. Farrell, II (1)	D, CEO	Malcolm G. Deacon, Jr. (3)	VP
James P. O'Hanlon (1)	P, COO	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Evantage, Inc.

Thomas F. Farrell, II (1)	D, CEO	Paul D. Koonce (1)	SVP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Christopher J. Ziegler (1)	VP
E. Paul Hilton (1)	SVP	Lee D. Katz (1)	C

Fairless Energy, LLC

Dominion Fairless Hills, Inc. (1)	Manager	Malcolm G. Deacon, Jr. (3)	VP
Thomas F. Farrell, II (1)	Manager	Pamela F. Faggert (3)	VP
James P. O'Hanlon (1)	P, Operating Manager	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Paul D. Koonce (1)	SVP	Lee D. Katz (1)	C
Edward J. Rivas (3)	SVP

Greenbrier Pipeline Company, LLC

Dominion Greenbrier, Inc. (1)	Member

Hope Gas, Inc.

Edgar M. Roach, Jr. (2)	D, P, CEO	Pamela F. Faggert (3)	VP
M. Stuart Bolton, Jr. (2)	SVP	Eric S. Hall (7)	VP
G. Scott Hetzer (1)	SVP, T	Bruce C. Klink (9)	VP
Thomas A. Hyman, Jr. (2)	SVP	Thomas E. Wester (4)	VP
Mark F. McGettrick (2)	SVP	Patricia A. Wilkerson (1)	VP, S
Mary C. Doswell (2)	VP	Maxwell R. Schools, Jr. (4)	C

Kincaid Generation, L.L.C.

Thomas F. Farrell, II (1)	Manager, P	Pamela F. Faggert (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C
Malcolm G. Deacon, Jr. (3)	VP

LDNG Texas Holdings, Inc.

Thomas N. Chewning (1)	D, P, CEO	Kevin P. Guilbeau (5)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Rohinton K. Irani (14)	SVP	Carol J. Nichols (5)	C
James D. Abercrombie (5)	VP

ITEM 6. OFFICERS AND DIRECTORS (continued)

Pleasants Energy, LLC

Thomas F. Farrell, II (1)	CEO, Manager	Edward J. Rivas (3)	SVP
James P. O'Hanlon (1)	P, COO	Malcolm G. Deacon, Jr. (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Paul D. Koonce (1)	SVP

San Juan Partners, L.L.C.

Dominion San Juan, Inc. (1)	Member

Stonewater Pipeline Company of Texas, Inc.

Thomas N. Chewning (1)	D, P, CEO	Kevin P. Guilbeau (5)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Rohinton K. Irani (14)	SVP	Carol J. Nichols (5)	C
James D. Abercrombie (5)	VP

The East Ohio Gas Company

Edgar M. Roach, Jr. (2)	D, P, CEO	Pamela F. Faggert (3)	VP
M. Stuart Bolton, Jr. (2)	SVP	Eric S. Hall (7)	VP
G. Scott Hetzer (1)	SVP, T	Bruce C. Klink (9)	VP
Thomas A. Hyman, Jr. (2)	SVP	Thomas E. Wester (4)	VP
Mark F. McGettrick (2)	SVP	Patricia A. Wilkerson (1)	VP, S
Mary C. Doswell (2)	VP	Maxwell R. Schools, Jr. (4)	C

The Peoples Natural Gas Company

Edgar M. Roach, Jr. (2)	D, P, CEO	Pamela F. Faggert (3)	VP
M. Stuart Bolton, Jr. (2)	SVP	Eric S. Hall (7)	VP
G. Scott Hetzer (1)	SVP, T	Bruce C. Klink (9)	VP
Thomas A. Hyman, Jr. (2)	SVP	Thomas E. Wester (4)	VP
Mark F. McGettrick (2)	SVP	Patricia A. Wilkerson (1)	VP, S
Mary C. Doswell (2)	VP	Maxwell R. Schools, Jr. (4)	C

Troy Energy, LLC

Thomas F. Farrell, II (1)	CEO, Manager	Edward J. Rivas (3)	SVP
James P. O'Hanlon (1)	P, COO	Malcolm G. Deacon, Jr. (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Paul D. Koonce (1)	SVP

VP Property, Inc.

Thomas F. Farrell, II (1)	D, CEO	Edward J. Rivas (3)	SVP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Ash Sawhney (2)	C

ITEM 6. OFFICERS AND DIRECTORS (continued)

Virginia Electric and Power Company

Thos. E. Capps (1)	CB	Martin L. Bowling, Jr. (3)	VP
Thomas F. Farrell, II (1)	D, CEO	Mary C. Doswell (2)	VP
James P. O'Hanlon (1)	P, COO	Pamela F. Faggert (3)	VP
Edgar M. Roach, Jr. (2)	D, P, CEO	Eugene S. Grecheck (3)	VP
M. Stuart Bolton, Jr. (2)	SVP	Eric S. Hall (7)	VP
David A. Christian (3)	SVP	Leslie N. Hartz (3)	VP
G. Scott Hetzer (1)	SVP, T	Karen E. Hunter (2)	VP
E. Paul Hilton (1)	SVP	Craig S. Ivey (2)	VP
Paul D. Koonce (1)	SVP	Steven A. Rogers (1)	VP
Margaret E. McDermid (2)	SVP	Patricia A. Wilkerson (1)	VP, S
Mark F. McGettrick (2)	SVP	Richard H. Blount, II (11)	VP
Edward J. Rivas (3)	SVP	David A. Heacock (12)	VP
Jimmy D. Staton (2)	SVP	Lee D. Katz (1)	C
Kenneth D. Barker (2)	VP	Maxwell R. Schools, Jr. (4)	C

Virginia Power Energy Marketing, Inc.

Thomas F. Farrell, II (1)	D, CEO	E. Paul Hilton (1)	SVP
Kevin T. Howell (3)	P	Patricia A. Wilkerson (1)	VP, S
James P. O'Hanlon (1)	P, COO	Lee D. Katz (1)	C
G. Scott Hetzer (1)	SVP, T

Virginia Power Fuel Corporation

Thomas F. Farrell, II (1)	D, CEO	Edward J. Rivas (3)	SVP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
David A. Christian (3)	SVP	Ash Sawhney (2)	C
G. Scott Hetzer (1)	SVP, T

Virginia Power Nuclear Services Company

Thomas F. Farrell, II (1)	D, CEO	Martin L. Bowling, Jr. (3)	VP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
E. Paul Hilton (1)	SVP

Virginia Power Services Energy Corp., Inc.

Thomas F. Farrell, II (1)	D, CEO	Edward J. Rivas (3)	SVP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
E. Paul Hilton (1)	SVP

Virginia Power Services, Inc.

Thomas F. Farrell, II (1)	D, CEO	E. Paul Hilton (1)	SVP
James P. O'Hanlon (1)	P, COO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C

ITEM 6. OFFICERS AND DIRECTORS (continued)

Part II. Banking connections

Information concerning all officers and directors of each system company who have financial connections within the provisions of Section 17(c) of the Public Utility Holding Company Act of 1935 as of December 31, 2001, follows:

Name of Officer or Director	Name and Location of Financial Institution	Position Held in Financial Institution	Applicable Exemption Rule

George A. Davidson, Jr.	The PNC Financial Services Group, Inc. Pittsburgh, Pennsylvania	Director	70(a)
Benjamin J. Lambert, III	Consolidated Bank and Trust Company Richmond, Virginia	Director	70(a)
Steven A. Minter	KeyCorp Cleveland, Ohio	Director	70(a)
Frank S. Royal	SunTrust Banks, Inc Atlanta, Georgia	Director	70(b)

Part III. Compensation and other related information

(a) The compensation of directors and executive officers of system companies:

Information concerning the compensation of directors and the five highest paid executive officers of the system for the year 2001 is included in the Registrant's 2002 Proxy Statement which is filed as Exhibit F-4 to this Form U5S. Information presented under the captions "THE BOARD-- Compensation and Other Programs" on page 9 and "EXECUTIVE COMPENSATION" on page 14 in such proxy statement is incorporated by reference.

(b) Their interest in the securities of system companies including options or other rights to acquire securities:

Information concerning the interests of directors and executive officers in the securities of system companies including options or other rights to acquire securities is included in the Registrant's 2002 Proxy Statement, which is filed as Exhibit F-4. Information presented under the following captions in such proxy statement is incorporated by reference: "THE BOARD--Compensation and other Programs" on page 9; "SHARE OWNERSHIP TABLE" on page 10; "ORGANIZATION, COMPENSATION & NOMINATING COMMITTEE REPORT--Long- Term Incentives" on page 13; and "EXECUTIVE COMPENSATION" on pages 14 through 19.

Information concerning contracts and transactions by directors and executive officers with system companies is included in the Registrant's 2002 Proxy Statement, which is filed as Exhibit F-4 to this Form U5S. Information presented under the following captions in such proxy statement is incorporated by reference: "THE BOARD--Compensation and Other Programs" on page 9 and "EXECUTIVE COMPENSATION--Other Executive Agreements and Arrangements" on pages 17 through 19.

(d) Their indebtedness to system companies:

None.

ITEM 6. OFFICERS AND DIRECTORS (continued)

(e) Their participation in bonus and profit-sharing arrangements and other benefits:

Information concerning the participation by directors and executive officers in other benefits is included in the Registrant's 2002 Proxy Statement, which is filed as Exhibit F-4 to this Form U5S. Information presented under the following captions in such proxy statement is incorporated by reference: "THE BOARD--Compensation and Other Programs" on page 9; "ORGANIZATION, COMPENSATION & NOMINATING COMMITTEE REPORT--Annual Incentives and Long-term Incentives" on pages 13; "EXECUTIVE COMPENSATION" on pages 14 through 19.

(f) Their rights to indemnification:

Pursuant to Section 13.1-697 and Section 13.1-698 of the Code of Virginia, the Company's articles of incorporation indemnify a director or officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent, against reasonable expenses incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

The Company also purchases directors and officers liability insurance with limits of $250 million, and, in recognition of the scope of the foregoing bylaw indemnification, certain other errors and omission and general liability insurance coverage's which are applicable to all employees as insured, including directors and officers.

ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS

None.*

*Excludes contibutions for which refunds are being requested or received.

ITEM 8. SERVICES, SALES AND CONSTRUCTION CONTRACTS

Part I. Contracts for services or goods between system companies:

Transaction	Serving Company	Receiving Company	Compensation	Date of Contract
			(in thousands)
Rental Fees	CNG Pipeline Company	Dominion E&P	$127	(Note 3)
Management & Administrative Services	Dominion E&P	Dominion Appalachian Development, Inc.	$1,423	May 1, 2000
Management & Administrative Services	Dominion E&P	Dominion Michigan Product Services, Inc.	$2,424	May 1, 2000
Management & Administrative Services	Dominion E&P	Dominion Midwest Energy, Inc.	$831	May 1, 2000
Operation of E&P Offshore Platforms	Dominion E&P	DOTEPI	$365	November 1, 2001
Management & Administrative Services	Dominion E&P	Dominion Reserves, Inc.	$228	May 1, 2000
Management & Administrative Services	DESCO	Elwood Energy, LLC	$1,516	June 18, 2001

ITEM 8. SERVICES, SALES AND CONSTRUCTION CONTRACTS (continued)

Transaction	Serving Company	Receiving Company	Compensation	Date of Contract
			(in thousands)

Operating Fee	DESCO	Elwood Energy, LLC	$593	June 18, 2002
Management & Administrative Services	DESCO	Kincaid Generation, LLC	$13,917	February 27, 1998
Operating Fee	DESCO	Kincaid Generation, LLC	$1,742	February 27, 1999
Management & Administrative Services	DESCO	Morgantown Energy Associates	$4,024	September 15, 1989
Operating Fee	DESCO	Morgantown Energy Associates	$92	September 15, 1990
Fuel Management Services	Dominion Field Services	Dominion E&P	$138	(Note 3)
Sales of Extracted Products	Dominion Field Services	Dominion Transmission	$7,426	April 23, 2001
Management & Administrative Services	Dominion Field Services	Dominion Transmission	$81	April 23, 2001
Rental Fees	Dominion Field Services	Dominion Transmission	$3,873	April 23, 2001
Management & Administrative Services	Dominion Ohio ES, LLC	Dominion Energy	$607	(Note 3)
Management & Administrative Services	Dominion Pleasants Services Co., Inc.	Pleasants Energy, LLC	$146	(Note 3)
Management & Administrative Services	Dominion Retail	Dominion Products & Services, Inc.	$2,844	February 1, 1997
Telecommunications Support	Dominion Telecom, Inc. (note 4)	Virginia Power	$108	September 2, 1997
Management & Administrative Services	Dominion Transmission	Dominion Field Services	$262	July 1, 1991
Rental Fees	Dominion Transmission	Dominion Field Services	$4,570	July 1, 1991
Management & Administrative Services	Dominion Transmission	Dominion Greenbrier, LLC	$2,683	January 1, 2001
Management & Administrative Services	Dominion Transmission	Dominion East Ohio	$1,689	January 28, 2000
Management & Administrative Services	Dominion Transmission	Dominion Hope	$301	January 28, 2000
Management & Administrative Services	Dominion Transmission	Dominion Peoples	$1,151	January 28, 2000
Management & Administrative Services	DT Services, Inc.	Dominion Telecom, Inc. (note 4)	$19,799	March 1, 2001
Management & Administrative Services	Dominion East Ohio	Dominion Transmission	$253	January 28, 2000
Management & Administrative Services	Dominion Peoples	Dominion E&P	$1	(Note 3)
Pooling & Metering Services	Dominion Peoples	Dominion E&P	$17	(Note 3)
Production & Gathering Fees	Dominion Peoples	Dominion E&P	$208	(Note 3)
Pooling & Metering Services	Dominion Peoples	Dominion Retail	$685	August 4, 1997

ITEM 8. SERVICES, SALES AND CONSTRUCTION CONTRACTS (continued)

Transaction	Serving Company	Receiving Company	Compensation	Date of Contract
			(in thousands)

Management & Administrative Services	Dominion Peoples	Dominion Transmission	$190	January 28, 2000
Project Management, Engineering and Telecommunications Support	Virginia Power	Dominion Telecom, Inc. (note 4)	$2,822	September 2, 1997
Telecommunications Fees	Virginia Power	Dominion Telecom, Inc. (note 4)	$1,287	September 2, 1997
Management & Administrative Services	Virginia Power	VP Services	$3,391	September 3, 1997
Oil Sales	VP Energy Marketing	VP Services Energy Corp.	$2,305	October 30, 1998
Fuel Management Services	VP Energy Marketing	VP Services Energy Corp.	$1,035	October 30, 1998
Management & Administrative Services	VP Nuclear Services	Dominion Energy	$537	(Note 3)
Management & Administrative Services	VP Services Energy Corp.	Virginia Power	$3,126	October 30, 1998
Management & Administrative Services	VP Services	VP Energy Marketing	$3,248	(Note 3)
Management & Administrative Services	VP Services	VP Nuclear Services, Inc.	$143	(Note 3)
Rental Fees	Dominion	Virginia Power	$2,988	November 21, 1985

Notes:

(1) Contracts for management services with aggregate consideration passing between the same companies of less than $100,000 have been omitted.

(2) All contracts were in effect at December 31, 2001.

(3) Services provided at cost.

(4) Formerly VPS Communications, Inc.

Part II. Contracts to purchase services or goods between any system company and any affiliate (other than a system company) or any company in which any officer or director of the receiving company is a partner or owns 5 percent or more of any class of equity securities:

None.

Part III. Employment of any person by any system company for the performance on a continuing basis of management, supervisory or financial advisory services:

None.

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

Part I. Information concerning the interests held by system companies in exempt wholesale generators and foreign utility companies for Part I(a) and Part I(d) follows. Part I(b) and Part I(c) are being filed confidentially pursuant to Rule 104.

Exempt Wholesale Generators

Armstrong Energy Limited Partnership, LLLP

(a) Armstrong Energy Limited Partnership, LLLP (AELP) is owned 99% by CNG Power Services Corporation and 1% by Dominion Armstrong, Inc. AELP is involved in the development of a 300-megawatt simple-cycle gas fired combustion turbine power plant in Armstrong County, Pennsylvania.

The name and business address of AELP are as follows:

Armstrong Energy Limited Partnership, LLLP

120 Tredegar Street

Richmond, VA 23219

(d) At December 31, 2001, the following service agreements were in effect:

Transaction	Operational and Management Service
Serving Company	Dominion Armstrong Services Company., Inc.
Receiving Company	Armstrong Energy Limited Partnership, LLLP
Compensation	$10,175
*services provided at cost

CNG Power Services Corporation

(a) CNG Power Services Corporation (CNG Power Services), a wholly-owned subsidiary of Consolidated Natural Gas Company, holds a 99% interest in Armstrong Energy Limited Partnership, LLLP, which is involved in the development of a 300-megawatt simple-cycle gas fired combustion turbine power plant in Armstrong County, Pennsylvania.

The name and business address of CNG Power Services are as follows:

CNG Power Services Corporation

120 Tredegar Street

Richmond, VA 23219

(d) At December 31, 2001, there were no service, sales or construction contracts between CNG Power Services and any system company.

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)

Dominion Elwood Services Company, Inc.

(a) Dominion Elwood Services Company, Inc (DELCO) is a management services company that provides operations and maintenance services to electric generating facilities. DELCO is owned 100% by Dominion Energy, Inc.

The name and business address of Dominion Elwood Services Company, Inc. are as follows:

Dominion Elwood Services Company, Inc.

120 Tredegar Street

Richmond, VA 23219

(d) At December 31, 2001, the following service agreements were in effect:

Transaction	Operational and Management Service
Serving Company	Dominion Elwood Services Company, Inc.
Receiving Company	Elwood Energy, LLC
Compensation	$2,108,993
Date of Contract	June 18, 1999

Dominion Energy Services Company, Inc.

(a) Dominion Energy Services Company, Inc. (DESCO) is a management services company that provides operations and maintenance services to various electric generating facilities. DESCO is owned 100% by Dominion Energy, Inc.

The name and business address of Dominion Energy Services Company, Inc. are as follows:

Dominion Energy Services Company, Inc.

120 Tredegar Street

Richmond, VA 23219

(d) At December 31, 2001, services between DESCO and a system company were as follows:

Transaction	Operational and Management Service
Serving Company	Dominion Energy Services Company, Inc.
Receiving Company	Kincaid Generation, LLC
Compensation	$15,659,771
Date of Contract	February 27,1998

Transaction	Operational and Management Service
Serving Company	Dominion Energy Services Company, Inc.
Receiving Company	Morgantown Energy and Associates
Compensation	$4,115,866
Date of Contract	September 15, 1989

Transaction	Operational and Management Service
Serving Company	Dominion Energy Services Company, Inc.
Receiving Company	Elwood Energy, LLC
Compensation	$79,846
*services provided at cost

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)

Dominion Equipment, Inc.

(a) Dominion Equipment, Inc. is a holding company that leases equipment to Dominion's operating facility. Dominion Equipment, Inc. is owned 100% by Dominion Energy, Inc.

The name and business address of Dominion Equipment, Inc. are as follows:

Dominion Equipment, Inc.

120 Tredegar Street

Richmond, VA 23219

(d) At December 31, 2001, the following service agreements were in effect.

Transaction	Operational and Management Service
Serving Company	Dominion Ohio ES, Inc.
Receiving Company	Dominion Equipment, Inc.
Compensation	$606,660
Date of Contract	June 1, 2001

Transaction	Operational and Management Service
Serving Company	Dominion Transmission, Inc.
Receiving Company	Dominion Equipment, Inc.
Compensation	$32,982
Date of Contract	January 1, 2001

Dominion Equipment III, Inc.

(a) Dominion Equipment III, Inc. is a holding company that leases equipment to Dominion's operating facility. Dominion Equipment III, Inc. is owned 100% by Dominion Energy, Inc.

The name and business address of Dominion Equipment III, Inc. are as follows:

Dominion Equipment III, Inc.

120 Tredegar Street

Richmond, VA 23219

(d) At December 31, 2001, there were no service, sales or construction contracts between Dominion Equipment III, Inc. and any system company.

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)

Dominion Fairless Hills, Inc.

(a) Dominion Fairless Hills, Inc holds a 100% interest in Fairless Energy, LLC (Fairless). Fairless is owned 100% by Dominion Energy, Inc. and is involved in the development of a gas fired combined cycle combustion turbine power plant located in Pennsylvania.

The name and business address of Dominion Fairless Hills, Inc. are as follows:

Dominion Fairless Hills, Inc.

120 Tredegar Street

Richmond, VA 23219

(d) At December 31, 2001, there were no service, sales or construction contracts between Dominion Fairless Hills, Inc. and any system company.

Dominion Nuclear, Inc.

(a) Dominion Nuclear, Inc. is owned 100% by Dominion Energy, Inc., and through various subsidiaries, owns interests in the following subsidiaries:

Subsidiary

Parent

Percentage Owned

|Description

Dominion Nuclear Holdings, Inc.

Dominion Nuclear, Inc.

100%

Holds 5% interest in Dominion Nuclear Marketing III, LLC.

Dominion Nuclear Marketing I, Inc.

Dominion Nuclear, Inc.

100%

Purchases electricity and capacity from Dominion Nuclear Connecticut, Inc. and sells on the spot market. Also holds a 25% interest in Dominion Nuclear Connecticut, Inc.

Dominion Nuclear Marketing II, Inc.

Dominion Nuclear, Inc.

100%

Purchases electricity and capacity from Dominion Nuclear Connecticut, Inc. and sells to third parties through bilateral contracts. Also holds a 70% interest in Dominion Nuclear Connecticut, Inc.

Dominion Nuclear Marketing III, LLC

Dominion Nuclear,
Inc.

Dominion Retail

Dominion Nuclear Holdings, Inc.

70%

25%

5%

Purchases electricity and capacity from Dominion Nuclear Connecticut, Inc. and sells to Dominion Retail to meet retail customer needs. Also holds a 5% interest in Dominion Nuclear Connecticut, Inc.

Dominion Nuclear Connecticut, Inc.

Dominion Nuclear Marketing II, LLC

Dominion Nuclear Marketing I, LLC

Dominion Nuclear Marketing III, LLC

70%

25%

5%

Owns 98% of Millstone Power Station, a nuclear powered electric generating facility with a net capacity of 1,954 megawatts.

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)

The name and business address of Dominion Nuclear, Inc. are as follows:

Dominion Nuclear, Inc.

120 Tredegar Street

Richmond, VA 23219

(d) At December 31, 2001, there were no service, sales or construction contracts between Dominon Nuclear, Inc. and any system company.

Dresden Energy, LLC

(a) Dresden Energy, LLC is involved in the development of a combined cycle gas fired combustion turbine power plant in Dresden, Ohio. Dresden Energy, LLC is owned 100% by Dominion Dresden, Inc.

The name and business address of Dresden Energy, LLC. are as follows:

Dresden Energy, LLC

120 Tredegar Street

Richmond, VA 23219

(d) At December 31, 2001, the following service agreements were in effect:

Transaction	Operational and Management Service
Serving Company	Dominion Dresden Services Company, Inc.
Receiving Company	Dresden Energy, LLC
Compensation	$-0-
*services provided at cost

CNG Kauai, Inc.

(a) See Kauai Power Partners, L.P. below.

(d) At December 31, 2001, there were no service, sales or construction contracts between CNG Kauai, Inc. and any system company.

Kauai Power Partners, L. P.

(a) CNG International holds a 1% limited partnership interest in Kauai Power Partners, L. P. (KPP), and CNG Kauai, Inc., a wholly-owned subsidiary of CNG International, holds a 1% general partnership interest and a 98% limited partnership interest in KPP. KPP is involved in the greenfield development of a 26-megawatt advanced steam-injected combustion turbine power plant on the island of Kauai, Hawaii.

The name and business address of KPP are as follows:

Kauai Power Partners, L. P.

120 Tredegar Street

Richmond, VA 23219

(d) At December 31, 2001, there were no service, sales or construction contracts between KPP and any system company.

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)

Kincaid Generation, L.L.C.

(a) Kincaid Generation, LLC is owned 99% by Dominion Kincaid, Inc. and 1% by Dominion Energy, Inc. (DEI). Kincaid is a 1,108 net megawatt coal-fired electric generating facility.

The name and business address of Kincaid is as follows:

Kincaid Generation, LLC

PO Box 260

Kincaid, Illinois 62540-0260

(d) At December 31, 2001, services between Kincaid and a system company were as follows:

Transaction	Operational and Management Services
Serving Company	Dominion Energy Services Company, Inc.
Receiving Company	Kincaid Generation, LLC
Compensation	$15,659,771
Date of Contract	February 27,1998

Elwood Energy, LLC

(a) Elwood Energy, LLC is owned 50% by Dominion Elwood, Inc. Elwood Energy, LLC owns and develops a combined and single cycle electric power generating facility (up to 2,500 megawatt in capacity) near Elwood, Illinois.

The name and business address of Elwood Energy, LLC are as follows:

Elwood Energy, LLC

120 Tredegar Street

Richmond, VA 23219

(d) At December 31, 2001, the following service agreements were in effect:

Transaction	Operational and Management Services
Serving Company	Dominion Elwood Services Company, Inc.
Receiving Company	Elwood Energy, LLC
Compensation	$2,108,993
Date of Contract	June 18, 1999

Transaction	Operational and Management Service
Serving Company	Dominion Energy Services Company, Inc.
Receiving Company	Elwood Energy, LLC
Compensation	$79,846
Date of Contract	June 18, 1999

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)

Pleasants Energy, LLC

(a) Pleasants Energy, LLC is owned 100% by Dominion Pleasants, Inc. and is involved in the development of a simple-cycle gas fired combustion turbine power plant located in Pleasants County, West Virginia.

The name and business address of Pleasants Energy, LLC. are as follows:

Pleasants Energy, LLC

120 Tredegar Street

Richmond, VA 23219

(d) At December 31, 2001, the following service agreements were in effect:

Transaction	Operational and Management Services
Serving Company	Dominion Pleasants Services Company, Inc.
Receiving Company	Pleasants Energy, LLC
Compensation	$146,255
*services provided at cost

Troy Energy, LLC

(a) Troy Energy, LLC is owned 100% by Dominion Troy, Inc. and is involved in the development of a simple-cycle gas fired combustion turbine power plant located in Troy County, Ohio.

The name and business address of Troy Energy, LLC. are as follows:

Troy Energy, LLC

120 Tredegar Street

Richmond, VA 23219

(d) At December 31, 2001, , the following service agreements were in effect.

Transaction	Operational and Management Services
Serving Company	Dominion Troy Services Company, Inc.
Receiving Company	Troy Energy, LLC
Compensation	$15,987
*services provided at cost

Dominion Troy Services Company, Inc.

(a) Dominion Troy Services Company, Inc. is owned 100% by Dominion Energy, Inc. Dominion Troy Services Company, Inc. provides operational and management services to Troy Energy, LLC.

The name and business address of Dominion Troy Services Company, Inc. are as follows:

Dominion Troy Services Company, Inc.

120 Tredegar Street

Richmond, VA 23219

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)

(d) At December 31, 2001, the following service agreements were in effect:

Transaction	Operational and Management Services
Serving Company	Dominion Troy Services Company, Inc.
Receiving Company	Troy Energy, LLC
Compensation	$15,987
*services provided at cost

Dominion Dresden Services Company, Inc.

(a) Dominion Dresden Services Company, Inc. is owned 100% by Dominion Energy, Inc. Dominion Dresden Services Company, Inc. provides operational and management services to Dresden Energy, LLC.

The name and business address of Dominion Dresden Services Company, Inc. are as follows:

Dominion Dresden Services Company, Inc.

120 Tredegar Street

Richmond, VA 23219

(d) At December 31, 2001, the following service agreements were in effect:

Transaction	Operational and Management Services
Serving Company	Dominion Dresden Services Company, Inc.
Receiving Company	Dresden Energy, LLC
Compensation	$-0-
*services provided at cost

Dominion Pleasants Services Company, Inc.

(a) Dominion Pleasants Services Company, Inc. is owned 100% by Dominion Energy, Inc. Dominion Pleasants Services Company, Inc. provides operational and management services to Pleasants Energy, LLC.

The name and business address of Dominion Pleasants Services Company, Inc. are as follows:

Dominion Pleasants Services Company, Inc.

120 Tredegar Street

Richmond, VA 23219

(d) At December 31, 2001, the following service agreements were in effect:

Transaction	Operational and Management Services
Serving Company	Dominion Pleasants Services Company, Inc.
Receiving Company	Pleasants Energy, LLC
Compensation	$146,255
*services provided at cost

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)
Dominion Armstrong Services Company, Inc.

(a) Dominion Armstrong Services Company, Inc. is owned 100% by Dominion Energy, Inc. Dominion Armstrong Services Company, Inc. provides operational and management services to Armstrong Energy Limited Partnership, LLLP.

The name and business address of Dominion Armstrong Services Company, Inc. are as follows:

Dominion Armstrong Services Company, Inc.

120 Tredegar Street

Richmond, VA 23219

(d) At December 31, 2001, the following service agreements were in effect:

Transaction	Operational and Management Services
Serving Company	Dominion Armstrong Services Company, Inc.
Receiving Company	Armstrong Energy Limited Partnership, LLLP
Compensation	$10,175
*services provided at cost

Note:

The following are newly-formed EWG's with no activity for the year-ended December 31, 2001:

Dominion Upshur, Inc.

Dominion Upshur, LLC

Dominion North Star Generation, Inc.

Dominion Person, Inc.

Dominion Hickman, Inc.

Foreign Utility Company

Latin America Fund

(a) CNG International holds a 16.5% limited partnership interest in The Latin America Energy Fund and Electricity Fund I, L.P. (Latin America Fund), a Cayman Islands exempted limited partnership, and an 8.29% general partnership interest in FondElec General Partner, L.P. (FondElec). FondElec holds a 1% general partnership interest in the Latin America Fund. The Latin America Fund's business is limited to investing in FUCOs in Latin America. As part of the transaction, CNG International obtains an ownership interest, equal to its percentage ownership interest in the partnership, in each of the Latin America Fund's investments. The Latin America Fund had investments in two FUCOs as of December 31, 2001.

The name and business address of Latin America Fund are as follows:

The Latin America Energy and Electricity Fund I, L.P.

Stamford Harbor Park

333 Ludlow Street

Stamford, CT 06902

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)

(d) There are no service, sales or construction contracts between the Latin America Fund, or any FUCOs in which the Latin America Fund has an interest, and a system company.

Part II. Relationship of exempt wholesale generators and foreign utility companies to system companies, and financial data:

Organization charts showing the relationship of the EWG's to other system companies is filed as Exhibit H-1. Organization charts showing the relationship of the FUCO to other system companies is filed as Exhibit H-2 to this Form U5S. The financial statements of the EWG's and FUCO's are filed as Exhibit I to this Form U5S.

Part III. Investment in exempt wholesale generators and foreign utility companies:

At December 31, 2001, Dominion's aggregate investment in exempt wholesale generators amounted to $1.84 billion, or 39.14% of Dominion's aggregate capital investment in its domestic public utility subsidiaries. Dominion's aggregate investment in the foreign utility companies was $6.4 million at December 31, 2001, or 0.14% of Dominion's aggregate capital investment in its domestic public utility subsidiaries.

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS

The consolidating financial statements for Dominion Resources, Inc. are included in the following pages. The consolidating financial statements should be reviewed in conjunction with the Dominion Resources, Inc., Virginia Electric and Power Company and Consolidated Natural Gas Company's Annual Reports on Form 10-K as of and for the year ended December 31, 2001 (2001 Forms 10-K). The Notes to the Consolidated Financial Statements to the three companies' 2001 Forms 10-K are incorporated by reference.

Reclassifications have been made to certain subsidiaries' financial statements to conform to the Dominion presentation. All financial statements are presented in thousands of dollars. As a result, some columns and rows may not add due to rounding.

DOMINION RESOURCES, INC.

CONSOLIDATING STATEMENT OF INCOME

For the year ended December 31, 2001

(Thousands)

	Dominion Consolidated	Eliminations /Adjustments	Virginia Power	CNG *	DRS	Other Subsidiaries (filed confidentially)
Operating Revenue:
Regulated sales
Electric	$ 4,619,143	$ (766)	$4,619,909	$ -	$ -	$ -
Gas	1,409,155			1,409,155
Nonregulated sales
Electric	701,552	(74,913)	183,689	59,711		533,066
Gas	1,115,602	(27,670)	53,769	1,054,854		34,649
Gas transportation & storage	702,179	(15,989)		718,168
Gas & oil production	1,117,616	(38,387)		706,054		449,949
Other	893,048	(614,966)	86,724	289,228	587,112	544,949
Total Operating Revenue	10,558,294	(772,692)	4,944,092	4,237,170	587,112	1,562,612

Operating Expenses:
Electric fuel & energy purchases, net	1,369,475	(18,599)	1,252,323	67,984		67,767
Purchased electric capacity	679,677		679,677
Purchased gas, net	1,821,994	(133,668)		1,917,252		38,411
Liquids, pipeline capacity & other purchases	218,995	(50)		201,380		17,665
Restructuring & other acquisition related costs	105,204		47,871	45,175		12,158
Other operations & maintenance	2,937,985	(558,492)	1,268,242	704,948	552,608	970,679
Depreciation, depletion & amortization	1,244,777	84,071	518,198	406,501	11,454	224,552
Other taxes	395,524		178,943	161,084	15,461	40,035
Total Operating Expenses	8,773,631	(626,737)	3,945,253	3,504,325	579,523	1,371,266
Income from operations	1,784,664	(145,955)	998,838	732,844	7,589	191,346

Other income	126,365	(915,495)	33,464	27,551	(5,976)	986,822

Interest & Related Charges:
Interest expense	898,738	(151,770)	288,678	155,563	1,613	604,654
Subsidiary preferred dividends and distributions of subsidiary trusts	98,565	_________	34,533			64,033
Total Fixed Charges	997,303	(151,770)	323,211	155,563	1,613	668,686

Income before taxes & minority interest	913,726	(909,679)	709,091	604,832		509,482
Income taxes	369,530	(22,026)	286,003	200,045		(94,493)
Minority interest	(75)	(2,252)		1		2,177

Income before cumulative effect of a change in accounting principle	544,271	(885,401)	423,088	404,786		601,798

Cumulative effect of a change in accounting principle, net	(203)	14,006	(347)	(13,850)		(12)

Net Income	$ 544,069	$(871,396)	$ 422,741	$ 390,936	$ -	$ 601,786

* See supporting financial statements.

DOMINION RESOURCES, INC.

CONSOLIDATING BALANCE SHEET

As of December 31, 2001

(Thousands)

	Dominion Consolidated	Eliminations /Adjustments	Virginia Power	CNG *	DRS	Other Subsidiaries (filed confidentially)
Assets
Current Assets:
Cash & cash equivalents	$ 485,609	$ -	$ 83,721	$ 52,809	$ 69,442	$ 279,637
Customer accounts receivable, net	1,769,579		1,105,258	594,150	894	69,277
Other accounts receivable	164,427		57,363	31,645	5,622	69,797
Receivable from affiliates	12,881	(1,314,588)	53,535	155,443	123,851	994,640
Inventories:
Materials & supplies	245,388		163,057	23,523		58,808
Fossil fuel	150,009		148,717			1,292
Gas stored - current portion	181,693		59,702	121,991
Derivative & energy trading assets	1,310,974	(144,153)	1,038,658	289,389		127,080
Unrecovered gas costs	8,656			8,656
Investment securities - trading	244,507					244,507
Margin deposit assets	30,114		9,642	20,472
Prepayments	384,109	(104,377)	140,078	173,653	9,549	165,206
Other	366,055	(35,880)	61,724	235,864	32,883	71,464
Total Current Assets	5,354,001	(1,598,998)	2,921,455	1,707,594	242,241	2,081,708

Investments:
Loans receivable, net	106,467					106,467
Investments in affiliates	490,234	(14,847,246)		169,061		15,168,419
Available for sale securities	392,813					392,813
Nuclear decommissioning trust funds	1,696,610		858,321			838,289
Other	473,681	516	24,504	67,669	89,709	291,283
Total Investments	3,159,805	(14,846,730)	882,825	236,731	89,709	16,797,271

Property, Plant & Equipment, Net:
Property, plant & equipment	33,105,045	(188,864)	17,418,577	12,607,618	62,318	3,205,396
Less accumulated depreciation depletion & amortization	(14,423,703)	123,136	(8,058,886)	(5,168,494)	(36,397)	(1,283,061)
Total Property, Plant & Equipment	18,681,342	(65,728)	9,359,691	7,439,123	25,921	1,922,335

Deferred Charges & Other Assets:
Goodwill, net	4,209,889	3,359,956		519,047		330,886
Regulatory assets, net	574,111	76,534	231,037	266,540
Prepaid pension cost	1,511,210	885,918	16,148	568,053	41,071	20
Derivative & energy trading assets	545,199	(73,190)	322,965	199,931	2,139	93,354
Other	333,178	(879,730)	50,126	89,500	35,077	1,038,206
Total Deferred Charges & Other Assets	7,173,587	3,369,487	620,275	1,643,071	78,287	1,462,466

Total Assets	$34,368,735	$(13,141,969)	$13,784,246	$11,026,520	$436,157	$22,263,780

* See supporting financial statements.

DOMINION RESOURCES, INC.

CONSOLIDATING BALANCE SHEET

As of December 31, 2001

(Thousands)

	Dominion Consolidated	Eliminations /Adjustments	Virginia Power	CNG *	DRS	Other Subsidiaries (filed confidentially)

Liabilities & Common Shareholders' Equity
Current Liabilities:
Securities due within one year	$ 1,353,756	$ -	$ 535,000	$ -	$ -	$ 818,756
Short term debt	1,859,084		435,900	775,604		647,580
Accounts payable, trade	1,776,125		1,014,079	576,710	41,669	143,668
Payable to affiliates	696	(1,314,597)	191,968	312,124	94,852	716,349
Accrued interest	239,498		98,759	40,456		100,282
Accrued payroll	180,373		82,704	35,151	46,544	15,975
Accrued taxes	143,602	(105,057)	31,740	110,871	22,639	83,408
Derivative & energy trading liabilities	1,085,817	(149,725)	1,010,456	205,185	4,251	15,650
Other	838,952	(36,629)	218,321	470,303	36,320	150,637
Total Current Liabilities	7,477,903	(1,606,008)	3,618,926	2,526,404	246,275	2,692,306

Long Term Debt:
Long term debt	11,797,390	(16,350)	3,704,394	3,445,497		4,663,850
Notes payable to affiliates	321,519	(2,121,894)		_________	________	2,443,414
Total Long Term Debt	12,118,910	(2,138,244)	3,704,394	3,445,497	________	7,107,263

Deferred Credits & Other Liabilities:
Deferred income taxes	3,812,034	281,291	1,536,599	1,566,384	1,488	426,272
Deferred investment tax credits	128,383		112,677	15,706
Derivative & energy trading liabilities	321,467	(84,733)	245,991	132,375		27,834
Other	622,223	16,207	170,253	138,021	137,537	160,204
Total Deferred Credits & Other Liabilities	4,884,107	212,765	2,065,519	1,852,487	139,025	614,310

Total Liabilities	24,480,920	(3,531,487)	9,388,840	7,824,388	385,300	10,413,879

Minority interest	3,410	(7,598)		2,566		8,442
Obligated mandatorily redeemable preferred securities of subsidiary trusts	1,132,237		135,000	200,000		797,237
Subsidiary preferred stock not subject to mandatory redemption	384,014	(665,000)	384,014			665,000

Common Shareholders' Equity:
Common stock	7,129,503	(4,645,535)	2,737,407	1,815,696	56,357	7,165,579
Other paid-in capital	27,638	(2,997,254)	14,414	936,487	3,203	2,070,788
Accumulated other comprehensive income (loss)	289,104	(224,868)	(4,282)	81,701	(8,703)	445,257
Retained earnings	921,910	(1,070,227)	1,128,854	165,683		697,600
Total Common Shareholders' Equity	8,368,155	(8,937,884)	3,876,393	2,999,566	50,857	10,379,223

Total Liabilities & Shareholders' Equity	$34,368,735	$(13,141,969)	$13,784,246	$11,026,520	$436,157	$22,263,780

* See supporting financial statements.

DOMINION RESOURCES, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2001

(Thousands)

	Dominion Consolidated	Eliminations /Adjustments	Virginia Power	CNG *	DRS	Other Subsidiaries (filed confidentially)

Cash flows from (used in) operating activities
Net Income	$ 544,069	$ (871,396)	$ 422,741	$ 390,936	$ -	$ 601,789
Adjustments to reconcile net income to net cash from operating activities:
DCI Impairment Loss	280,996					280,996
(Gain) Loss on sale of businesses	(3,985)					(3,985)
Depreciation, depletion and amortization	1,321,714		587,575	406,502	11,454	316,183
Deferred income taxes	240,633		67,927	73,885	(23,592)	122,413
Deferred fuel expenses, net	(24,042)		(24,042)
Changes in:
Accounts receivable	462,934	83,700	30,525	240,508	(28,228)	136,428
Inventories	(169,182)		(140,817)	(43,094)		14,729
Unrecovered gas costs	254,755			254,755
Purchase and orginations of mortgages	(1,527,887)					(1,527,887)
Proceeds from sales and principle collections of mortgages	992,643					992,643
Accounts payable	(24,434)	(82,000)	201,871	73,956	49,226	(267,487)
Accrued interest and taxes	(113,528)	(23,500)	(23,571)	(55,435)	22,639	(33,661)
Broker margin deposits and liabilities	345,526		(6,651)	352,177
Derivative and energy trading assets and liabilities	(338,595)		(59,751)	(97,706)	2,112	(183,250)
Other	172,538	24,114	11,085	(72,618)	63,380	146,577
Net cash from operating activities	2,414,155	(869,082)	1,066,892	1,523,866	96,991	595,488

Cash flows from (used in) investing activities
Plant construction and other property additions	(1,224,320)		(751,188)	(414,756)	(4,785)	(53,591)
Gas and oil properties and equipment	(944,235)			(740,629)		(203,606)
Loan originations
Repayments of loan originations	283,141					283,141
Proceeds from sale of business	141,000					141,000
Acquisition of business	(2,214,860)			(901,826)		(1,313,034)
Proceeds from sale of securities	30,052					30,052
Purchase of securities	(103,759)					(103,759)
Other investments	(36,237)		(36,237)
Other	(124,037)	1,944,500	53,950	(50,514)	(43,244)	(2,028,729)
Net cash used in investing activities	(4,193,255)	1,944,500	(733,475)	(2,107,725)	(48,029)	(3,248,526)

Cash flows from (used in) financing activities:
Issuance of common stock	244,933					244,933
Issuance of preferred securities of subsidiary trusts	747,237			200,000		547,237
Repurchase of common stock
Issuance of long-term debt	7,365,399	(1,864,200)	770,000	1,439,138		7,020,461
Repayment of long-term debt and preferred stock	(4,193,651)		(472,990)	(291,501)		(3,429,161)
Issuance (repayment) of short-term debt, net	(1,620,293)		(277,910)	(434,857)		(907,526)
Common dividend payments	(648,885)	806,082	(391,918)	(336,291)		(726,758)
Other	9,104	(17,300)	(17,627)	1,795	_______	42,237
Net cash from financing activities	1,903,844	(1,075,418)	(390,445)	578,284	_______	2,791,423

Increase (decrease) in cash & equivalents	124,744		(57,028)	(5,575)	48,962	138,385
Cash and cash equivalents at beginning of period	360,865		140,749	58,383	20,480	141,252
Cash and cash equivalents at end of period	$ 485,609	$ -	$ 83,721	$ 52,809	$ 69,442	$ 279,637

*See supporting financial statements.

DOMINION RESOURCES, INC.

CONSOLIDATING STATEMENT OF SHAREHOLDERS' EQUITY

As of December 31, 2001

(Thousands)

	Dominion Consolidated	Eliminations /Adjustments	Virginia Power	CNG *	DRS	Other Subsidiaries (filed confidentially)

Balance at December 31, 2000	$6,999,767	$(6,913,633)	$3,849,020	$1,965,555	$ (24,316)	$ 8,123,141

Common stock	1,151,067	(37,183)			56,356	1,131,894
Other paid-in capital	11,216	(1,663,772)	(1,860)	896,206	3,203	777,439
Accumulated other comprehensive income (loss)	312,486	(258,979)	(4,282)	83,171	15,614	476,962
Retained earnings:
Net income	544,069	(871,396)	422,741	390,936		601,786
Dividends and other adjustments	(650,450)	807,078	(389,226)	(336,302)	_______	(732,000)

Balance at December 31, 2001	8,368,155	$(8,937,885)	$3,876,393	$2,999,566	$ 50,857	$10,379,223

* See supporting financial statements.

DOMINION RESOURCES, INC.

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the year ended December 31, 2001

	Dominion Consolidated	Eliminations /Adjustments	Virginia Power	CNG *	DRS	Other Subsidiaries (filed confidentially)

Net income	$544,069	$ (871,396)	$422,741	$390,936	$ -	$ 601,786
Other comprehensive income, net of tax:
Net deferred gains on derivatives - hedging activities	464,861	(452,435)	(979)	227,267	(2,688)	693,696
Unrealized gains on investment securities	11,228	(11,228)				22,456
Foreign currency translation adjustments	(9,061)	9,061				(18,122)
Minimum pension liability adjustment	4,311	(18,333)		428	17,905	4,311
Cumulative effect of a change in accounting principle	(182,722)	187,498	(13,891)	(105,478)	(344)	(250,507)
Amounts reclassified to net income:
Realized gains on investment securities	(8,367)	9,367				(17,734)
Net losses on derivatives - hedging activities	32,236	17,091	10,588	(39,046)	741	42,862

Other comprehensive income	312,486	(258,979)	(4,282)	83,171	15,614	476,962

Comprehensive income (loss)	$856,555	$(1,130,375)	$418,459	$474,107	$15,614	$1,078,748

* See supporting financial statements.

CONSOLIDATED NATURAL GAS COMPANY

CONSOLIDATING STATEMENT OF INCOME

For the year ended December 31, 2001

(Thousands)

	CNG Consolidated	Eliminations /Adjustments	Dominion East Ohio	Dominion Peoples	Dominion Hope	Dominion Transmission	Other Subsidiaries (filed confidentially)
Operating Revenue:
Regulated sales
Electric	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Gas	1,409,155		990,588	312,795	105,772
Nonregulated sales
Electric	59,711	(17,718)					77,429
Gas	1,054,854	(122,910)			4,039		1,173,726
Gas transportation & storage	718,168	(87,445)	209,293	83,226	5,322	499,755	8,017
Gas & oil production	706,054	(118,024)	253			51,657	772,168
Other	289,228	(17,788)	25,535	7,918	2,722	72,771	198,069
Total Operating Revenue	4,237,170	(363,886)	1,225,670	403,939	117,855	624,183	2,229,409

Operating Expenses:
Electric fuel & energy purchases, net	67,984	(17,718)					85,703
Purchased gas, net	1,917,252	(329,747)	742,669	231,251	63,491	54,767	1,154,821
Liquids, pipeline capacity & other purchases	201,380	(7,455)				64,764	144,071
Restructuring & other acquisition related costs	45,175		15,545	9,042	1,484	8,957	10,147
Other operations & maintenance	704,948	(8,965)	176,889	64,672	27,806	136,020	308,526
Depreciation, depletion & amortization	406,501	(24,606)	50,978	18,171	6,250	61,321	294,388
Other taxes	161,084	________	86,809	6,313	9,680	36,264	22,017
Total Operating Expenses	3,504,325	(388,492)	1,072,891	329,448	108,711	362,094	2,019,675

Income from operations	732,844	24,606	152,779	7 4,491	9,144	262,090	209,734

Other income	27,551	(551,871)	2,269	2,893	(25)	11,817	562,468

Interest & Related Charges:
Interest expense	155,563	(146,417)	38,858	14,422	3,613	28,812	216,274
Subsidiary preferred dividends and distributions of subsidiary trusts				_______			________
Total Fixed Charges	155,563	(146,417)	38,858	14,422	3,613	28,812	216,274

Income before taxes & minority interest	604,832	(380,848)	116,189	62,962	5,507	245,094	555,928

Income taxes	200,045	8,269	40,233	14,226	1,745	95,365	40,207
Minority interest	1						1

Income before cumulative effect of a change in accounting principle	404,786	(389,117)	75,956	48,736	3,761	149,729	515,720

Cumulative effect of a change in accounting principle, net	(13,850)				165		(14,015)

Net Income	$ 390,936	$(389,117)	$ 75,956	$ 48,736	$ 3,926	$149,729	$ 501,705

CONSOLIDATED NATURAL GAS COMPANY

CONSOLIDATING BALANCE SHEET

As of December 31, 2001

(Thousands)

CNG Consolidated

Eliminations
/Adjustments

Dominion East Ohio

Dominion Peoples

Dominion Hope

Dominion Transmission

Other Subsidiaries (filed confidentially)

Assets

Current Assets:

Cash & cash equivalents

$     52,809

$             (20)

$    28,704

$    6,631

$    3,413

$        1,417

$       12,662

Customer accounts
receivable, net

594,150

259,113

80,688

21,313

41,625

191,412

Other accounts receivable

31,645

(60)

1,313

1,460

527

423

27,982

Receivable from affiliates

155,443

(1,218,503)

213

407

1,033

25,335

1,346,958

Inventories:

Materials & supplies

23,523

3,386

1,798

518

11,687

6,135

Gas stored - current
portion

121,991

(2,045)

30,324

30,498

24,938

38,275

Derivative & energy
trading assets

289,389

2,534

667

286,188

Unrecovered gas costs

8,656

8,656

Margin deposit assets

20,472

906

19,566

Prepayments

173,653

(4,038)

25,015

10,539

2,883

36,318

102,936

Other

      235,864

         47,091

      44,288

    16,408

        995

       45,218

        81,864

Total Current Assets

   1,707,594

  (1,177,575)

    392,357

  160,525

   56,287

     162,022

   2,113,978

Investments:

Investments in affiliates

169,061

(6,056,382)

1,225

55,531

6,168,688

Other

        67,669



           763





                6

         66,900

Total Investments

      236,731

(6,056,382)

           763



     1,225

       55,537

    6,235,588

Property, Plant &

Equipment, Net:

Property, plant &

Equipment

12,607,618

(20,437)

1,647,509

713,856

206,467

2,469,915

7,590,308

Less accumulated
depreciation , depletion &
amortization

  (5,168,494)

      (30,023)

   (705,938)

(253,304)

  (83,874)

(1,202,957)

  (2,892,398)

Total Property, Plant &

Equipment

    7,439,123

      (50,460)

     941,570

  460,552

  122,593

   1,266,958

     4,697,910

Deferred Charges & Other

Assets:

Goodwill, net

519,047

519,047

Regulatory assets, net

266,540

(58,724)

126,260

170,423

12,137

16,446

Prepaid pension cost

568,053

(22,365)

278,976

122,446

30,698

157,236

1,062

Derivative & energy
trading assets

199,931

551

226

199,154

Other

         89,500

     (276,700)

       43,600

      5,341

       1,031

         3,996

       312,231

Total Deferred Charges
& Other Assets

    1,643,071

     (357,789)

     448,836

  298,761

    44,092

     177,677

    1,031,494

Total Assets

$11,026,520

$(7,642,206)

$1,783,526

$919,839

$224,197

$1,662,194

$14,078,971

CONSOLIDATED NATURAL GAS COMPANY

CONSOLIDATING BALANCE SHEET

As of December 31, 2001

(Thousands)

	CNG Consolidated	Eliminations /Adjustments	Dominion East Ohio	Dominion Peoples	Dominion Hope	Dominion Transmission	Other Subsidiaries (filed confidentially)

Liabilities & Common Shareholders' Equity

Current Liabilities:
Short term debt	$ 775,604	$ -	$ -	$ -	$ -	$ -	$ 775,604
Accounts payable, trade	576,710	(696)	142,827	32,415	8,916	23,048	370,200
Payable to affiliates	312,124	(1,218,503)	391,342	167,458	48,546	84,663	838,618
Accrued interest	40,456		1,239	328	139	264	38,487
Accrued payroll	35,151	(192)	11,765	5,170	2,061	9,302	7,045
Accrued taxes	110,871	(3,608)	56,052	9,920	5,328	38,524	4,655
Derivative & energy trading liabilities	205,185			5,125	3,974	773	195,313
Other	470,303	(30,716)	136,058	24,171	4,330	79,338	257,123
Total Current Liabilities	2,526,404	(1,253,715)	739,282	244,587	73,293	235,912	2,487,045

Long Term Debt:
Long term debt	3,445,497						3,445,497
Notes payable to affiliates		(2,604,764)	293,379	128,821	35,982	325,773	1,820,809
Total Long Term Debt	3,445,497	(2,604,764)	293,379	128,821	35,982	325,773	5,266,306


Deferred Credits & Other Liabilities:
Deferred income taxes	1,566,384	(89,277)	232,668	191,446	24,308	245,883	961,357
Deferred investment tax credits	15,706		7,053	6,762	1,892
Derivative & energy trading liabilities	132,375			(875)	561		132,689
Other	138,021	(81,089)	44,037	54,574	24,051	17,101	79,347
Total Deferred Credits & Other Liabilities	1,852,487	(170,366)	283,757	51,907	50,811	262,984	1,173,394

Total Liabilities	7,824,388	(4,028,845)	,316,418	625,315	160,086	824,668	8,926,745

Minority interest	2,566						2,566
Obligated mandatorily redeemable preferred securities of subsidiary trusts	200,000						200,000

Common Shareholders' Equity:
Common stock	1,815,696	(1,824,907)	237,968	183,535	44,900	609,360	2,564,840
Other paid-in capital	936,487	(899,995)	19,975			2,264	1,814,243
Accumulated other comprehensive income (loss)	81,701	(188,341)	(300)	(2,122)	1,343	(934)	272,055
Retained earnings	165,683	(700,119)	209,465	113,110	17,867	226,837	298,522
Total Common Shareholders' Equity	2,999,566	(3,613,361)	467,108	294,523	64,110	837,526	4,949,659

Total Liabilities & Shareholders' Equity	$11,026,520	$(7,642,206)	$1,783,526	$919,839	$224,197	$1,662,194	$14,078,971

CONSOLIDATED NATURAL GAS COMPANY.

CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2001

(Thousands)

	CNG Consolidated	Eliminations /Adjustments	Dominion East Ohio	Dominion Peoples	Dominion Hope	Dominion Transmission	Other Subsidiaries (filed confidentially)

Cash flows from (used in) operating activities
Net Income	$ 390,936	$(389,117)	$ 75,956	$ 48,736	$ 3,926	$149,729	$ 501,705
Adjustments to reconcile net income to net cash from operating activities:
Depreciation, depletion and amortization	406,502	(24,606)	50,978	18,171	6,250	61,321	294,388
Deferred income taxes	73,885	8,269	(8,955)	(25,677)	1,800	24,116	74,332
Changes in:
Accounts receivable	240,508	(58,330)	247,923	22,641	25,531	53,808	(51,065)
Inventories	(43,094)		(721)	(23,829)	(17,208)	(967)	(369)
Unrecovered gas costs	254,755		65,866	67,821		121,068
Accounts payable	73,956	52,663	(216,360)	(41,738)	(10,236)	40,531	249,096
Accrued interest and taxes	(55,435)	(2,505)	(70,286)	24,683	2,574	(1,147)	(8,754)
Broker margin deposits and liabilities	352,177			(44)	(1,555)		353,776
Derivative and energy trading assets and liabilities	(97,706)			2,591	3,307	773	(104,377)
Other	(72,618)	77,614	(41,506)	(29,230)	(1,594)	(12,475)	(65,427)
Net cash from operating activities	1,523,866	(336,012)	102,895	64,125	12,795	436,757	1,243,306

Cash flows from (used in) investing activities
Plant construction and other property additions	(414,756)		(57,334)	(23,525)	(9,536)	(277,949)	(46,412)
Gas and oil properties and equipment	(740,629)						(740,629)
Acquisition of business	(901,826)						(901,826)
Other	(50,514)	197,922	(11,346)	(602)	469	(36,694)	(200,263)
Net cash used in investing Activities	(2,107,725)	197,922	(68,680)	(24,127)	(9,067)	(314,643)	(1,889,130)

Cash flows from (used in) financing activities:
Issuance of preferred securities of subsidiary trusts	200,000						200,000
Issuance of long-term debt	1,439,138						1,439,138
Repayment of long-term debt and preferred stock	(291,501)	8,264	(2,440)	(1,261)	(474)	(5,827)	(289,763)
Issuance (repayment) of short-term debt, net	(434,857)						(434,857)
Common dividend payments	(336,291)	337,877	(44,924)	(36,753)	(4,587)	(115,869)	(472,035)
Other	1,795	(206,186)				10	207,971
Net cash from financing activities	578,284	139,955	(47,364)	(38,014)	(5,061)	(121,686)	650,454
Increase (decrease) in cash & equivalents	(5,575)	1,865	(13,149)	1,984	(1,333)	428	4,630
Cash and cash equivalents at beginning of period	58,383	(1,884)	41,853	4,647	4,746	989	8,032
Cash and cash equivalents at end of period	$ 52,809	$ (20)	$ 28,704	$ 6,631	$ 3,413	$ 1,417	$ 12,662

CONSOLIDATED NATURAL GAS COMPANY

CONSOLIDATING STATEMENT OF SHAREHOLDERS' EQUITY

As of December 31, 2001

(Thousands)

	CNG Consolidated	Eliminations /Adjustments	Dominion East Ohio	Dominion Peoples	Dominion Hope	Dominion Transmission	Other Subsidiaries (filed confidentially)


Balance at December 31, 2000	$1,965,555	$(2,446,591)	$436,110	$284,409	$63,362	$802,388	$2,825,875

Common stock		(6,189)					6,189
Other paid-in capital	896,206	(917,981)				10	1,814,177
Accumulated other comprehensive income (loss)	83,171	(189,778)	(34)	(1,869)	1,408	(316)	273,760
Retained earnings:
Net income	390,936	(389,117)	75,956	48,736	3,926	149,729	501,706
Dividends and other adjustments	(336,302)	336,295	(44,924)	(36,753)	(4,586)	(114,285)	(472,049)

Balance at December 31, 2001	$2,999,566	$(3,613,361)	$467,108	$294,523	$64,110	$837,526	$4,949,659

CONSOLIDATED NATURAL GAS COMPANY

CONSOLIDATING STATEMENT OF OTHER COMPREHENSIVE INCOME

For the year ended December 31, 2001

(Thousands)

	CNG Consolidated	Eliminations /Adjustments	Dominion East Ohio		Dominion Peoples		Dominion Hope	Dominion Transmission	Other Subsidiaries (filed confidentially)

Net income	$390,936	$(389,117)	$75,956	$48,736		$ 3,926		$149,729	$501,705
Other comprehensive income, net of tax:
Net deferred gains on derivatives - hedging activities	227,267	(227,267)		(4,436)		(26,397)		(571)	485,938
Minimum pension liability adjustment	428	(341)	(34)	(115)				255	663
Cumulative effect of a change in accounting principle	(105,478)	105,478		(2,489)		43,559			(252,026)
Amounts reclassified to net income:
Net losses on derivatives - hedging activities	(39,046)	(67,648)		5,171		(15,754)			39,185

Other comprehensive income	83,171	(189,778)	(34)	(1,869)		1,408		(316)	273,760

Comprehensive income (loss)	$474,107	$(578,895)	$75,922	$46,867		$ 5,334		$149,413	$775,465

Exhibits


SEC Exhibit Reference	Description of Exhibit

A.	Dominion Resources, Inc. Annual Report on Form 10-K is hereby incorporated by reference (File No. 1-8489).

B.	A copy of the charter, as amended, and copy of the by-laws, as amended, of Dominion Resources, Inc. and each subsidiary company thereof, unless otherwise indicated on the list filed herewith, are incorporated by reference to previous filings with the Commission, as shown on such list.

C.	The indentures of Dominion Resources, Inc. are hereby incorporated by reference to previously filed material as indicated on the list filed herewith.

D.	Tax Allocation Agreement (filed herewith)

E.	Pursuant to Rule 16(c) under the Public Utility Holding Company Act of 1935, the annual report of the Iroquois Gas Transmission System, L.P., for the year ended December 31, 2001, is filed herewith on Form SE

F.	Schedules supporting items of this report:

	(1)	ITEM 1-Schedule of Investments (filed confidentially pursuant to Rule 104)
	(2)	ITEM 4-Schedule of Acquisitions, Redemptions, or Retirements of Systems Securities (filed herewith)
	(3)	ITEM 5-Investment in Nonsystem Companies (filed herewith on Form SE)
	(4)	ITEM 6-Dominion Resources, Inc. 2002 Proxy Statement, dated March 20, 2002 is incorporated by reference.
	(5)	ITEM 10-Schedule of utility plant and related depreciation accounts, together with schedules of other property or investments (filed herewith on Form SE)

G.	Financial Data Schedules are no longer applicable.

H.	(1)	Organization charts showing the relationship of the exempt wholesale generators in which the system holds and interest to other system companies, is filed confidentially pursuant to Rule 104.

	(2)	Organization chart showing the relationship of the foreign utility companies in which the system hold an interest to other system companies, are filed confidentially pursuant to Rule 104.

I.	Financial statements of exempt wholesale generators and foreign utility company are filed confidentially pursuant to Rule 104.

23.	Consents of Deloitte & Touche, LLP (filed herewith)

SIGNATURE

The registrant has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935, such company being a registered holding company.

DOMINION RESOURCES, INC.

(Registrant)

By:

/s/ Steven A. Rogers

Vice President and Controller
(Principal Accounting Officer)

May 1, 2002

EX-99 3 exhibitb.htm EXHIBIT B - ARTICLES OF INCORP AND BYLAWS CNG Transmission had during 1999 several letters of credit outstanding to provide security to the Commonwealth of Pennsylvania for the Company's obligation to plug and reclaim gas wells as part of the process of abandonment of gas storage properties Exhibit B

CHARTER AND BY-LAWS


	Commission Filing

Dominion Resources, Inc.
Articles of Incorporation as in effect August 9, 1999	Exhibit B-1, Form U5B
Articles of Amendment, establishing Series A Preferred Stock, effective March 12, 2001	Exhibit 3.2, Form S-4, dated September 20, 2001, File No. 1-8489
Bylaws as in effect on October 20, 2000	Exhibit 3, Form 10-Q for the quarter ended September 30, 2000, File No. 1-8489

CNG International Corporation
Certificate of Incorporation, effective January 19, 1996	Exhibit B-12, Form U5B
Bylaws, effective August 1, 1996	Exhibit B-12, Form U5B

Consolidated Natural Gas Company
Certificate of Incorporation, as amended, effective January 28, 2000	Exhibit B-10, Form U5B
Bylaws, as amended, effective December 15, 2000	Exhibit B-1, Form U5S for the year ended December 31, 2000

Dominion Capital, Inc.
Articles of Incorporation, as amended and restated, effective July 28, 1986	Exhibit B-2, Form U5B
Bylaws, as amended, effective October 15, 1999	Exhibit B-2, Form U5B

Dominion Energy, Inc.
Articles of Restatement, effective April 14, 1989	Exhibit B-3, Form U5B
Bylaws, as amended, effective October 15, 1999	Exhibit B-3, Form U5B

Dominion Exploration & Production, Inc.
Certificate of Incorporation, as amended, April 12, 2000	Exhibit B-4, Form U5B
Bylaws, as amended, effective January 1, 2002	(filed herewith)

Dominion Field Services, Inc.
Certificate of Incorporation, as amended April 1, 2000	Exhibit B-6, Form U5B
Bylaws, as amended April 1, 2000	Exhibit B-6, Form U5B

Dominion Nuclear, Inc.
Certificate of Incorporation, effective August 3, 2000	(filed herewith)
Certficate of Amendment, effective August 23, 2000	(filed herewith)
Bylaws, as amended, effective August 23, 2000	(filed herewith)

CHARTER AND BY-LAWS (Continued)


	Commission Filing

Dominion Oklahoma Texas Exploration & Production, Inc.
Certificate of Incorporation, effective September 21, 2001	(filed herewith)
Bylaws, effective September 21, 2001	(filed herewith)

Dominion Reserves, Inc.
Articles of Incorporation, effective November 1, 1988	(filed herewith)
Bylaws, amended and restated effective December 15, 1997	(filed herewith)

Dominion Resources Services, Inc.
Articles of Incorporation, as amended December 19, 2000	Exhibit B-4, Form U5S for the year ended December 31, 2000
Bylaws, as amended, effective December 31, 2000	Exhibit B-5 Form U5S for the year ended December 31, 2000,

Dominion Retail, Inc.
Certificate of Incorporation, as amended September 5, 2000	Exhibit B-6, Form U5S for the year ended December 31, 2000
Bylaws, as amended effective September 5, 2000	Exhibit B-7 Form U5S for the year ended December 31, 2000

Dominion Transmission, Inc.
Certificate of Incorporation, as amended, effective April 11, 2000	Exhibit B-5, Form U5B
Bylaws, as amended, effective April 11, 2000	Exhibit B-5, Form U5B

Hope Gas, Inc.
Certificate of Incorporation, as amended, effective October 13, 1994	Exhibit B-15, Form U5B
Bylaws, as amended, effective June 1, 1998	Exhibit B-15, Form U5B

The East Ohio Gas Company
Articles of Incorporation, as amended, effective June 17, 1993	Exhibit B-14, Form U5B
Regulations, as amended, effective September 15, 1999	Exhibit B-14, Form U5B

The Peoples Natural Gas Company
Articles of Incorporation, as amended, effective September 2, 1993	Exhibit B-16, Form U5BS
Bylaws, as amended, effective September 15, 1999	(filed herewith)

Virginia Electric and Power Company
Articles of Incorporation, as amended and restated, effective May 6, 1999, as amended December 12 2001 and December 18, 2001.	Exhibit 3.1, Form 10-K for the year ended December 31, 2001, File No. 1-2255.
Bylaws, as amended, effective April 28, 2000	Exhibit 3, Form 10-Q for the period ended March 31, 2000, File No. 1-2255

DOMINION EXPLORATION & PRODUCTION, INC.

BY-LAWS

AS LAST AMENDED

JANUARY 1, 2002

CONTENTS

1. Offices of the Company

2. Meetings of Stockholders

3. Special Meetings of Stockholders

4. Quorum and Voting at Meetings

5. The Board of Directors

6. Meetings of the Board

7. The Committees of Directors

8. Notices

9. Action by Stockholders and Directors without Meeting

10. The Officers

11. The President

12. The Vice President

13. The Secretary and Assistant Secretaries

14. The Treasurer and Assistant Treasurers

15. Indemnification

16. Certificates of Stock

17. Transfers of Stock

18. Lost or Destroyed Certificates

19. Record Dates

20. Registered Stockholders

21. Dividends

22. Checks

23. Fiscal Year

24. Seal

25. Emergency Bylaws

26. Amendments

1

OFFICES OF THE COMPANY

1.01

The principal office of the Company shall be in the City of New Orleans, Parish of Orleans, State of Louisiana.

1.02

The Company may also have offices at such other places as the board of directors may from time to time determine or the business of the Company may require.

2

ANNUAL MEETINGS OF STOCKHOLDERS

2.01

Annual meetings of stockholders shall be held at the principal office of the Company or at such other place as the board may designate.

2.02

Annual meetings of stockholders, commencing with the year 1973, shall be held on the first Monday in June if that day is not a legal holiday, and if a legal holiday, then on the next business day following. The meeting shall be held during normal business hours on the designated day with the exact time of the meeting to be fixed in the notice which calls said meting. At each annual meeting the stockholders shall elect by a plurality vote a board of directors and transact such other business that may properly be brought before the meeting.

2.03

Written notice of the time, date, and place of the annual meeting shall be mailed to each stockholder entitled to vote, at the address of the stockholder appearing on the books of the Company, not less than ten nor more than forty days prior to the meeting. The notice shall be mailed by the secretary or by any other person the board may so designate.

3

SPECIAL MEETINGS OF STOCKHOLDERS

3.01

Special meetings of stockholders for any purpose or purposes may be held at the time and place that shall be stated in the notice of the meeting or in a duly executed waiver of notice.

3.02

Special meetings of stockholders may be called by the board, the president and secretary, or the holders of not less than ten percent of all the shares entitled to vote at such meetings, unless otherwise prescribed by statute or by the charter.

3.03

Written notice of the time, date, place, and purpose of each special meeting of stockholders shall be mailed to each stockholder entitled to vote, at the address of the stockholder appearing on the books of the Company, not less than ten nor more than forty days prior to the meeting. The notice shall be mailed by the president, the board, or the stockholders calling the meeting, or by the secretary or some other person at the direction of the president, the board, or such stockholders.

3.04

The business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

4

QUORUM AND VOTING AT MEETINGS

4.01

The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meeting of stockholders for the transaction of business, except as otherwise provided by statute or the charter or these bylaws. If, however, such quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned business may be transacted which might have been transacted at the meeting as originally notified.

4.02

When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which a different vote is required by express provision of a statute or the charter or these bylaws, in which case such express provision shall control the decision of such question.

4.03

At any meeting of stockholders every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in wiring subscribed by such stockholder or authorized agent and bearing a date not more than three years prior to said meeting, unless such instrument provides for a longer period. Each stockholder shall have one vote for each share of stock having noting power and registered in the stockholder's name on the books of the Company. Except where a date shall have been fixed as a record date for the determination of stockholders entitled to vote at any meeting, no share of stock which shall have been transferred on the books of the Company within ten days next preceding such meeting shall be voted.

4.04

The person presiding at any meeting of stockholders may appoint one or more inspectors to determine the vote on any question or any election of directors.

5

THE BOARD OF DIRECTORS

5.01

The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

5.02

Except as otherwise provided herein, the directors shall be elected at the annual meeting of stockholders, and each director shall hold office until his successor shall be elected and qualified; provided, however, that the term of office of a director who is an employee of the Company shall expire simultaneously with his retirement from active service with the Company or his removal as an officer of the Company.

5.03

Newly created directorships resulting from an increase in the number of directors constituting the whole board and all vacancies occurring in the membership of the board may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum. A director elected to fill a newly created directorship or to fill a vacancy shall hold office until his successor shall be elected and qualified.

5.04

The business of the Company shall be managed by the board which may exercise al of the powers of the Company except those that are by statute or the charter of these bylaws conferred upon or reserved to the stockholders.

5.05

To the full extent that the General Corporation Law of the State of Delaware, as the same now exists, permits elimination or limitation of the liability of directors, no director of the Corporation shall be liable to the Corporation or its stockholders for the monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involves intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

5.06

To the full extent permitted by law. all directors of the Corporation shall be afforded any exemption from liability or limitation of liability permitted by any subsequent enactment, modification or amendment of the General Corporation Law of the State of Delaware.

5.07

Any repeal or modification of either or both of the foregoing paragraphs by the stockholders of the Corporation shall not adversely affect any exemption from liability, limitation of liability or other right of a director of the Corporation with respect to any matter occurring prior to such repeal or modification.

6

MEETINGS OF THE BOARD

6.01

Meetings of the board may be held at such times and places that the board may from time to time designate by resolution, or any such meeting may be held at the time and place which shall be stated in the notice thereof as herein provided.

6.02

All meetings of the board shall be called by the president, by a vice president when the president is absent, or by any tow directors on one-day's notice of the time and place thereof which shall be given by the secretary or assistant secretary to each director by mail, telephone, or personally.

6.03

Notice of the time, place, or purpose of any meeting of the board may be dispensed with if every director shall attend in person, or if every absent director shall, in writing, filed with the records of the meeting either before or after the holding thereof, waive such notice.

6.04

The notice or waiver of notice of a meeting of the board need not specify the purpose thereof.

6.05

A majority of the directors shall constitute a quorum for the transaction of business, unless otherwise required or authorized by statute or the charter or these Bylaws. The act of a majority of the directors at any meeting at which a quorum is present shall be the act of the Board, unless otherwise required by statute or the charter or these Bylaws.

6.06

If a quorum shall not be present at a meeting of the board, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

7

THE COMMITTEES OF DIRECTORS

7.01

The board may, by resolution or resolutions adopted by a majority of the whole board, designate one or more committees. Each committee shall consist of two or more of the directors which, to the extent provided in the resolution or resolutions, shall have and may exercise the powers of the board in the management of the business and affairs of the Company. Each committee shall have such name and duties that may be determined from time to time by resolution adopted by the board.

7.02

The committees shall keep regular minutes of their proceedings and report the same to the board when required.

8

NOTICES

8.01

Whenever any notice required by statute or the charter or these bylaws must be given to a stockholder or a director or an officer, other than notices elsewhere herein provided for, such notice may be given in writing and mailed to such person at the address thereof appearing on the books of the Company; and such notice shall be deemed to be given at the time the same is deposited in the United States mail. Any such notice to a director or officer may be given by telephone or telegram in lieu of mailing.

8.02

A waiver of the notice provided for in Section 8.01, signed either before of after the time stated in the notice by the person entitled thereto, shall be deemed equivalent to giving such notice.

9

ACTION BY STOCKHOLDER AND DIRECTORS WITHOUT MEETING

9.01

Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of stockholders may be dispensed with if all the stockholders who would have been entitled to vote upon the action, it such meeting were held, shall agree in writing to such corporate action being taken.

9.02

Whenever the vote of directors at a meeting thereof is required or permitted to be taken in connection with any Company action, the meeting and vote of directors may be dispensed with if all the directors agree in writing to such Company action being taken.

10

THE OFFICERS

10.01

The officers of the Company shall be a president, vice president, a secretary, a treasurer and such other officers as the board and the organization of the Company may require. The president shall be chosen from among the directors.

10.02

The board may appoint such officials of the Company as the board may deem expedient or necessary.

10.03

The board shall choose the officers and appoint the officials of the Company at the board's first meeting after the annual meeting of stockholders.

10.04

The same person may hold two offices except those of president and vice president.

10.05

The board may at any time, by affirmative vote of a majority of the board, create and fill new offices, fill vacancies in existing offices, or vacate and discontinue offices then existing.

10.06

Each officer shall hold his office until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation.

11

THE PRESIDENT

11.01

The president shall be the chief executive officer of the Company, shall preside at all meetings of the stockholders and the directors, and shall see that all orders and resolutions of the board are carried into effect.

11.02

The president shall execute deeds, mortgages, deeds of trust, bonds, and other instruments, except where required or permitted by law to be otherwise executed and except where the execution thereof shall be expressly delegated by the board to some other officer or official of the Company.

12

THE SENIOR VICE PRESIDENT

and/or THE VICE PRESIDENT

12.01

From time to time the Board may create one or more offices of senior vice president and one or more offices of vice president and appoint persons to fill such offices. There shall not, however, be a fixed or minimum number of offices of either such denomination except as is now or is hereinafter prescribed by the general corporation laws of the State of Delaware.

12.02

The offices of senior vice president and vice president shall report directly to the president of the company unless some provision to the contrary is contained in either the resolution creating such office or in the resolution naming a particular person to such office.

12.03

Notwithstanding the provisions of the foregoing section or the provisions of any prior resolution creating an office or appointing an individual to the office of senior vice president or vice president, the president of the company shall have full authority to, from time to time and in his sole discretion, alter or rearrange the reporting structure of the senior vice president(s) and vice president(s) of the company so as to increase or decrease the number of persons reporting directly to the office of president.

12.04

In the absence of the president, a senior vice president or a vice president or other officer designated by the president or selected by the Board shall perform the duties and exercise the powers of the president. Each senior vice president and vice president shall perform such other duties as the board or president shall prescribe.

13

THE SECRETARY AND ASSISTANT SECRETARIES

13.01

The secretary shall attend all meetings of the board and all meetings of the stockholders, shall record the proceedings of the meetings in a book kept for that purpose, and shall perform like duties for committees of directors when required. The secretary shall perform such other duties as may be prescribed by the board or the president.

13.02

The secretary shall have custody of the seal of the Company. The secretary, and assistant secretary, the treasurer, or an assistant treasurer shall have authority to affix the seal to any instrument requiring it and when so affixed, the seal may be attested by the signature of the secretary, assistant secretary, treasurer, or assistant treasurer.

13.03

The assistant secretaries, in the order determined by the board, shall, in the absence of the secretary, perform the duties and exercise the powers of the secretary. Any assistant secretary shall perform such other powers as the board may prescribe/

14

THE TREASURER AND ASSISTANT TREASURER

14.01

The treasurer shall have the custody of the Company's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company. He shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the board.

14.02

The treasurer shall disburse the funds of the Company, taking proper vouchers for such disbursements, and shall render to the president and directors, whenever they may require it, accounts of al his transactions as treasurer and of the financial condition of the Company.

14.03

If required by the board, the treasurer shall give the Company a bond, in such sum and with such surety as shall be satisfactory to the board, for the faithful performance of the duties of his office and for the restoration to the Company, in case of his death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in his possession or under his control and belonging to the Company.

14.04

The assistant treasurer, in the order determined by the board, shall, in the absence of the treasurer, perform the duties and exercise the powers of the treasurer. Any assistant treasurer shall perform such other duties and have such other powers as the board may prescribe.

15

INDEMNIFICATION

15.01

Each person who at any time is, or shall have been a director or officer of the Company, or serves or has served as a director, officer, fiduciary or other representative of another company, partnership, joint venture, trust, association or other enterprise (including any employee benefit plan), where such service was specifically requested by the Company in accordance with paragraph 15.04 below, or the established guidelines for participation in outside positions (such service hereinafter being referred to as "Outside Service"), and is threatened to be or is made a party to any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative or investigative ("Proceeding"), by reason of the fact that he is, or was, a director or officer of the Company or a director, officer, fiduciary or other representative of such other enterprise, shall be indemnified against expenses (including attorney's fees), judgements, fines and amounts paid in set tlement ("Loss") actually and reasonably incurred by him in connection with any such Proceeding to the full extent permitted under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Law permitted the Company to provide prior to such amendment). The Company shall indemnify and person seeking indemnity in connection with any Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) initiated by such person was authorized by the Board of Directors of the Company. With respect to any Loss arising from Outside Service, the Company shall provide such indemnification only if and to the extent that (i) such other company, partnership, joint venture, trust, association or enterprise is not legally permitted or financially able to provide such indemnification, and (ii) such Loss is not paid pursuant to any insurance policy other than any insurance policy maintained by the Company.

15.02

The right to be indemnified pursuant hereto shall include the right to be paid by the Company for expenses, including attorney's fees, incurred in defending any such Proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of such Proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of such director, officer, fiduciary or other representative, in which such director, officer, fiduciary, or other representative agrees to repay all amounts so advanced if it should be determined ultimately that such director, officer, fiduciary or other representative is not entitled to be indemnified under applicable law.

15.03

The right to be indemnified or to the reimbursement or advancement of expenses pursuant hereto shall in no way be exclusive of any other rights of indemnification or advancement to which any such director or officer, fiduciary or other representative may be entitled, under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise both as to action in his official capacity and as to action in a another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, fiduciary or other representative and shall insure to the benefit of the heirs, executors and administrators of such person.

15.04

Any person who is serving or has served as a director, officer or fiduciary of (i) another corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Company at the time of such service, or (ii) any employee benefit plan of the Company or of any corporation referred to in paragraph 15.04 (i), shall be deemed to be doing or have done so at the request of the Company.

16

CERTIFICATES OF STOCK

16.01

The shares of the Company shall be represented by numbered certificates, and they shall be entered on the books of the Company as they are issued. Each certificate shall exhibit the holder's name and the number of shares and shall be signed by the president or a vice president and the secretary, an assistant secretary, the treasurer, or assistant treasurer. The seal of the Company or a facsimile thereof may be affixed to each certificate.

16.02

The signature of the officers of the Company upon a certificate of stock may be facsimiles.

16.03

In the event an officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate shall have been issued, the certificate may be issued with the same effect as if he were such officer at the date of the certificate's issue.

17

TRANSFERS OF STOCK

17.01

Upon surrender to the Company or the transfer agent of a certificate of stock, duly endorsed or accompanied by sufficient evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto. The old certificate shall be canceled, and the transaction shall be recorded on the books of the Company.

18

LOST OR DESTROYED CERTIFICATES

18.01

The board may direct a new certificate to be issued in place of any certificate theretofore issued by the Company and alleged to have been lost or destroyed. Upon authorizing such issue of a new certificate, the board may prescribe such terms and conditions as it deems expedient to protect the Company.

19

RECORD DATES

19.01

For the purpose of determining stockholders entitled to notice and vote at any meeting of stockholders, or to consider agreement upon any proposed action without a meeting, or to receive payment of any dividend or the allotment of rights, or to consider any other action, the board may fix in advance a date as the record date for any such determination of stockholders. Such date shall not be more than sixty no less than ten days before the date of any meeting nor more than sixty days prior to any other proposed action. When such determination of stockholders shall have been made as provided in this section, such determination shall apply to any adjournment of a meeting, unless the board fixes a new record date for the adjourned meeting.

20

REGISTERED STOCKHOLDERS

20.01

The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to interest in such share on the part of any other person, whether or not the Company shall have express or other notice thereof, except as otherwise provided by the laws of West Virginia.

21

DIVIDENDS

21.01

Dividends upon the capital stock of the Company, subject to the provisions of the charter, may be declared by the board at any meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the charter and the applicable laws.

22

CHECKS

22.01

All checks or demands for money and notes of the Company shall be signed by such officer or officers or such other person or persons as the board may from time to time designate.

23

FISCAL YEAR

23.01

The fiscal year shall be the calendar year.

24

SEAL

24.01

The corporate seal shall have inscribed thereon the name of the Company and such other words and symbols as the board may by resolution determine. The seal may be used by causing it or a facsimile thereof to be impressed, affixed, or reproduced.

25

EMERGENCY BYLAWS

25.01

The board may adopt emergency bylaws, subject to repeal or change by action of the stockholders, which shall be operative during any emergency resulting from an attack on the United States of America or any nuclear or atomic disaster. The emergency bylaws may make any provision that may be practical or necessary for the circumstances of the emergency and in conformity with the laws of the State of Delaware.

25.02

To the extent not inconsistent with the emergency bylaws so adopted, these bylaws shall remain in effect during any such emergency and upon its termination the emergency bylaws shall cease to be operative.

26

AMENDMENTS

26.01

These bylaws may be amended by the stockholders or by the board. Any amendment to these bylaws made by the board may be altered or repealed by the stockholders.

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DOMINION YANKEE, INC.

CERTIFICATE OF INCORPORATION

ARTICLE I

NAME

The name of the corporation is Dominion Yankee, Inc. (hereinafter referred to as the "Corporation").

ARTICLE II

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE III

AUTHORIZED SHARES

The total number of shares of stock that the Corporation shall have authority to issue is one hundred (100). All such shares are to be Common Stock, no par value per share, and are to be of one class.

ARTICLE IV

REGISTERED OFFICE AND REGISTERED AGENT

The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, County of New Castle, Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE V

INCORPORATOR

The incorporator of the Corporation is Christine M. Schwab, whose mailing address is c/o Dominion Resources, Inc., P.O. Box 26532, Richmond, Virginia 23261.

ARTICLE VI

BYLAWS

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, alter and repeal the bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any bylaws whether adopted by them or otherwise.

ARTICLE VII

LIMIT ON LIABILITY

No director of this corporation shall be liable to the corporation or its stockholders for monetary damages for breach or breaches of fiduciary duties as a director, provided that the provisions of this article shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction for which the director derived an improper personal benefit. Any amendment, modification or repeal of this Article VII shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

ARTICLE VIII

DIRECTORS

The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation. The name and mailing address of the person who is to serve as the initial director of the Corporation until the first annual meeting of stockholders of the Corporation, or until his successor is elected and qualified, is:

NAME	ADDRESS
Thomas F. Farrell, II	c/o Dominion Energy, Inc.
	120 Tredegar Street
	Richmond, Virginia 23219

Unless and except to the extent that the bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot. The number of directors shall be fixed in the bylaws.

IN WITNESS WHEREOF, the undersigned incorporator hereby acknowledges that, the foregoing Certificate of Incorporation is her act and deed on this 2^nd day of August 2000.

/s/ Christine M. Schwab

Christine M. Schwab, Incorporator

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CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

DOMINION YANKEE, INC.

Dominion Yankee, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST. The name of the corporation is Dominion Yankee, Inc. (hereinafter referred to as the "Corporation").

SECOND. The certificate of incorporation of the corporation is hereby amended by striking out Article I thereof and by substituting in lieu of said Article the following new Article:

ARTICLE I

NAME

The name of the corporation is Dominion Nuclear, Inc. (hereinafter referred to as the "Corporation".)

THIRD. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

FOURTH. The effective date of the amendment herein certified shall be August 23, 2000.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed on August 21, 2000.

	DOMINION YANKEE, INC.


	/s/ Thomas F. Farrell
	By: Thomas F. Farrell, II
	Its: Chief Executive Officer

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DOMINION NUCLEAR, INC.

BYLAWS

AS AMENDED EFFECTIVE AUGUST 23, 2000

ARTICLE I

STOCKHOLDERS

1.1 Annual Meetings. An annual meeting of the stockholders shall be held for the election of directors on the third Tuesday in May of each year or on such other date and at such time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

1.2 Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Chairman of the Board, if any, the President or the Board of Directors. Such special meetings shall be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting.

1.3 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Company.

1.4 Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

1.5 Quorum. At each meeting of stockholders, except where otherwise provided by law or the Certificate of Incorporation or these Bylaws, the holders of a majority of the outstanding shares of stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum. For purposes of the foregoing, two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these Bylaws until a quorum shall attend. Shares of its own stock belonging to the Company or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Company, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

1.6 Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation, by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

1.7 Voting; Proxies. (a) Unless otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question.

(b) Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

(c) Without limiting the manner in which a stockholder may authorize another person or persons to act for him as proxy pursuant to this subsection (b) of this Section, the following shall constitute a valid means by which a stockholder may grant such authority:

(1) A stockholder may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplished by the stockholder or his authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.

(2) A stockholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram, or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

(d) Any copy, facsimile, telecommunication or other reliable reproduction of the writing or transmission created pursuant to this subsection (c) of this Section, may be submitted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile, telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(e) A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Company generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Company. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. All ot her elections and questions shall, unless otherwise provided by law or by the Certificate of Incorporation or these Bylaws, be decided by the vote of the holders of a majority of the outstanding shares of stock entitled to vote thereon present in person or by proxy at the meeting, provided that (except as otherwise required by law or by the Certificate of Incorporation) the Board of Directors may require a larger vote upon any election or question.

1.8 Fixing Date for Determination of Stockholders of Record.

(a) Notice and Voting Rights: In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that th e Board of Directors may fix a new record date for the adjourned meeting.

(b) Consents: In order that the Company may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, the Certificate of Incorporation or these Bylaws, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office, principal place of business, or an officer or agent of the Company havi ng custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company's registered office shall be by hand or by certified mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the Certificate of Incorporation or these Bylaws, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) Other Lawful Action: In order that the Company may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

1.9 List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

1.10 Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The consent or consents shall be delivered to the Company by delivery to its registered office, principal place of business, or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear th e date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by law, to the Company, written consents signed by a sufficient number of holders to take action are delivered to the Company in the manner indicated above. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

BOARD OF DIRECTORS

2.1 Functions and CompensationError! Bookmark not defined.. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors of the Company. The Board of Directors shall have the authority to fix the compensation of the members thereof.

2.2 Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

2.3 Election; Resignation; Removal; Vacancies. The Board of Directors shall initially consist of the persons elected as such by the incorporator. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect Directors to replace those Directors whose terms then expire. Any Director may resign at any time upon written notice to the Company. Stockholders may remove Directors with or without cause by vote of a majority of the shares then entitled to vote at an election of directors. Any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each Director so elected shall hold office until the expiration of the term of office of the Director whom he has replaced.

2.4 Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given.

2.5 Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, the President, any Vice President, the Secretary, or by a plurality of directors in office. Reasonable notice thereof shall be given by the person or persons calling the meeting, not later than the second day before the date of the special meeting.

2.6 Telephonic Meetings Permitted. Members of the Board of Directors may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 2.6 shall constitute presence in person at such meeting.

2.7 Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the entire Board shall constitute a quorum for the transaction of business. Except in cases in which the Certificate of Incorporation or these Bylaws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

2.8 Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his or her absence by the President, or in his or her absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

2.9 Action by Directors Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board.

ARTICLE III

OFFICERS

3.1 Executive Officers; Election; Qualifications. As soon as practicable after the annual meeting of stockholders in each year the Board of Directors shall elect a President and Secretary, and it may, if it so determines, elect a Chairman of the Board. The Board of Directors may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person. The Board of Directors may designate the Chief Executive Officer.

3.2 Term of Office; Resignation; Removal; Vacancies. Except as otherwise provided in the resolution of the Board of Directors electing any officer, each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding this election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Company. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the Company. Any vacancy occurring in any office of the Company by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

3.3 Powers and Duties of Executive Officers. The officers of the Company shall have such powers and duties in the management of the Company as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The President and each Vice President shall have authority to sign certificates for shares of stock, bonds, deeds and contracts and to delegate such authority in such manner as may be approved by the President. The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors in a book to be kept for that purpose. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties.

3.4 Compensation. The Board of Directors shall fix the compensation of the Chairman of the Board and of the President and shall fix, or authorize the Chairman of the Board or the President to fix, the compensation of any or all others. The Board of Directors may vote compensation to any director for attendance at meetings or for any special services.

ARTICLE IV

STOCK

4.1 Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Company by the Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Company, certifying the number of shares owned by him in the Company. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

4.2 Transfer of Stock. Upon surrender to the Company or the transfer agent of the Company of a certificate for shares endorsed or accompanied by a written assignment signed by the holder of record or by his duly authorized attorney-in-fact, it shall be the duty of the Company, or its duly appointed transfer agent, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

4.3 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Company may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE V

MISCELLANEOUS

5.1 Fiscal Year. The fiscal year of the Company shall be determined by resolution of the Board of Directors.

5.2. The Corporate seal shall have the name of the Company inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

5.3 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders or directors need be specified in any written waiver of notice.

5.4 Interested Directors; Quorum. No contract or transaction between the Company and one or more of its directors or officers, or between the Company and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors, and the Board in good faith authorized the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest an d as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board of Directors or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

5.5 Form of Records. Any records maintained by the Company in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Company shall so convert any records so kept upon the request of any person entitled to inspect the same.

5.6 Amendment of Bylaws. These Bylaws may be altered or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

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DOMINION OKLAHOMA TEXAS EXPLORATION & PRODUCTION, INC.

CERTIFICATE OF INCORPORATION

ARTICLE I

NAME

The name of the corporation is Dominion Oklahoma Texas Exploration & Production, Inc. (hereinafter referred to as the "Corporation").

ARTICLE II

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE III

AUTHORIZED SHARES

The total number of shares of stock that the Corporation shall have authority to issue is 1,000. All such shares are to be Common Stock, no par value per share, and are to be of one class.

ARTICLE IV

REGISTERED OFFICE AND REGISTERED AGENT

ARTICLE V

INCORPORATOR

The incorporator of the Corporation is Earl J. Marks, III, whose mailing address is c/o Dominion, Dominion Tower, 625 Liberty Avenue, 18th Floor, Pittsburgh, PA 15222.

ARTICLE VI

BYLAWS

ARTICLE VII

LIMIT ON LIABILITY

ARTICLE VIII

DIRECTORS

NAME ADDRESS

Duane C. Radtke Four Greenspoint Plaza

16945 Northchase Drive, Suite 1750

Houston, TX 77060

IN WITNESS WHEREOF, the undersigned incorporator hereby acknowledges that, the foregoing Certificate of Incorporation is his act and deed on this 21st day of September 2001.

/s/ Earl J. Marks, III

____________________________

Earl J. Marks, III, Incorporator

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DOMINION OKLAHOMA TEXAS

EXPLORATION & PRODUCTION, INC.

BYLAWS

EFFECTIVE SEPTEMBER 21, 2001

ARTICLE I

STOCKHOLDERS

1.1 Annual Meetings. An annual meeting of the stockholders shall be held for the election of directors on the first Monday in June of each year or on such other date and at such time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

1.3 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at his or her address as it appears on the records of the Company.

1.5 Quorum. At each meeting of stockholders, except where otherwise provided by law or the Certificate of Incorporation or these Bylaws, the holders of a majority of the outstanding shares of stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum. For purposes of the foregoing, two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these Bylaws until a quorum shall attend. Shares of its own stock belonging to the Company or to another company, if a majority of the shares entitled to vote in the election of directors of such other company is held, directly or indirectly, by the Company, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall n ot limit the right of any company to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

1.6 Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his or her absence by the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation, by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

1.7 Voting; Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question.

(a) Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

(b) Without limiting the manner in which a stockholder may authorize another person or persons to act for him as proxy pursuant to this subsection (b) of this Section, the following shall constitute a valid means by which a stockholder may grant such authority:

(1) A stockholder may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplished by the stockholder or his or her authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.

(c) Any copy, facsimile, telecommunication or other reliable reproduction of the writing or transmission created pursuant to this subsection (c) of this Section, may be submitted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile, telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(d) A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Company generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Company. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. All ot her elections and questions shall, unless otherwise provided by law or by the Certificate of Incorporation or these Bylaws, be decided by the vote of the holders of a majority of the outstanding shares of stock entitled to vote thereon present in person or by proxy at the meeting, provided that (except as otherwise required by law or by the Certificate of Incorporation) the Board of Directors may require a larger vote upon any election or question.

1.8 Fixing Date for Determination of Stockholders of Record.

1.10 Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, or any verifiable electronic transmission setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The consent or consents shall be delivered to the Company by delivery to its registered office, principal place of business, or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt requ ested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by law, to the Company, written consents signed by a sufficient number of holders to take action are delivered to the Company in the manner indicated above. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

BOARD OF DIRECTORS

2.1 Functions and Compensation. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors of the Company. The Board of Directors shall have the authority to fix the compensation of the members thereof.

2.9 Action by Directors Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board consent thereto in writing or by any electronic transmission, and the writing, writings, or electronic transmission are filed with the minutes of proceedings of the Board.

ARTICLE III

OFFICERS

3.2 Term of Office; Resignation; Removal; Vacancies. Except as otherwise provided in the resolution of the Board of Directors electing any officer, each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding this election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Company. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the Company. Any vacancy occurring in any office of the Company by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

3.3 Powers and Duties of Executive Officers. The officers of the Company shall have such powers and duties in the management of the Company as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The President and each Vice President shall have authority to sign certificates for shares of stock, bonds, deeds and all manner of contracts necessary, expedient in or incident to the conduct of the Company's business and to delegate such authority in accordance with the Company's policies and procedures, in such manner as may be approved by the President. The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors in a book to be kept for that purpose. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

ARTICLE IV

STOCK

4.2 Transfer of Stock. Upon surrender to the Company or the transfer agent of the Company of a certificate for shares endorsed or accompanied by a written assignment signed by the holder of record or by his or her duly authorized attorney-in-fact, it shall be the duty of the Company, or its duly appointed transfer agent, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

4.3 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Company may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate, or his or her legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE V

INDEMNIFICATION

5.1 Indemnification in Third Party Actions. The Company shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such person is or was a director, officer or employee of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that no indemnification shall be made in respect of any proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Company. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

5.2 Indemnification in an Action by or in the Right of the Company. The Company shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director, officer or employee of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of (a) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem proper, or (b) any proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Company.

5.3 Indemnification as of Right. To the extent that a director, officer or employee of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections I and 2 of this Article V, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

5.4 Determination of Indemnification. Any indemnification under Sections 1 and 2 of this Article V (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the director, officer or employee is proper in the circumstances because the person has met the applicable standard of conduct set forth in such Sections l and 2. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (d) by the stockholders.

5.5 Advance for Expenses. Expenses (including attorneys' fees) incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer or employee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Article V, except that no advancement of expenses shall be made in respect of any proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Company.

5.6 General Provisions.

(a) All expenses (including attorneys' fees) incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding which are advanced by the Company under Section 5 of this Article V shall be repaid (i) in case the person receiving such advance is ultimately found, under the procedure set forth in this Article V, not to be entitled to indemnification, or (ii) where indemnification is granted, to the extent that the expenses so advanced by the Company exceed the indemnification to which such person is entitled.

(b) The Company may indemnify each person, though he or she is not or was not a director, officer or employee of the Company, who served at the request of the Company on a committee created by the Board of Directors to consider and report to it in respect of any matter. Any such indemnification may be made under the preceding provisions of this Article V and shall be subject to the limitations thereof except that (as indicated) any such committee member need not be nor have been a director, officer or employee of the Company.

(c) The provisions of this Article V shall be applicable to appeals. References to "serving at the request of the Company" shall include without limitation any service as a director, officer or employee of the Company which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Company."

(d) If any section, subsection, paragraph, sentence, clause, phrase or word in this Article V shall be adjudicated invalid or unenforceable, such adjudication shall not be deemed to invalidate or otherwise affect any other section, subsection, paragraph, sentence, clause, phrase or word of this Article.

(e) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VI

MISCELLANEOUS

6.1 Fiscal YearError! Bookmark not defined.. The fiscal year of the Company shall be determined in the discretion of the Board of Directors, but in the absence of any such determination it shall be the calendar year.

6.2 SealError! Bookmark not defined.. The Corporate seal shall have the name of the Company inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

6.3 Waiver of Notice of Meetings of Stockholders, Directors and CommitteesError! Bookmark not defined.. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Any notice may take the form of an electronic transmission. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders or directors need be specified in any written waiver of notice.

6.4 Interested Directors; Quorum. No contract or transaction between the Company and one or more of its directors or officers, or between the Company and any other company, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board which authorizes the contract or transaction, or solely because their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors, and the Board in good faith authorized the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board of Directors or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

6.5 Form of Records. Any records maintained by the Company in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Company shall so convert any records so kept upon the request of any person entitled to inspect the same.

6.6 Amendment of Bylaws. These Bylaws may be altered or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

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Effective November 1, 1988

DOMINION RESERVES, INC.

ARTICLES OF INCORPORATION

RESTATED

Article I

The name of the Company is Dominion Reserves, Inc.

Article II

The purpose for which the Company is organized is to carry on any and all lawful business, not required to be specifically stated in these Articles of Incorporation, for which corporations may be incorporated under the Virginia Stock Corporation Act.

Article III

The Company shall have authority to issue 100 shares of Common Stock without par value.

Article IV

1. The business and officers of the Company shall be managed by or under the direction of a Board of Directors consisting of not less than one nor more than seven Directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the Directors then in office.

2. If the office of any Director shall become vacant, the Directors, at the time in office, whether or not a quorum, may, by majority vote of the Directors then in office, choose a successor who shall hold office until the next annual meeting of shareholders. Vacancies resulting from the increase in the number of Directors shall be filled in the same manner.

Article V

1. To the full extent that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers, a Director or officer of the Company shall not be liable to the Company or its stockholders for monetary damages.

2. To the full extent permitted and in the manner prescribed by the Virginia Stock Corporation Act and any other applicable law, the Company shall indemnify a Director or officer of the Company who is or was a party to any proceeding by reason of the fact that he is or was such a Director or officer or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested Directors, to contract in advance to indemnify any Director or officer.

3. The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested Directors, to cause the Company to indemnify or contract in advance to indemnify any person not specified in Paragraph 1 of this Article who was or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Company, or is or was serving at the request of the Company as director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Paragraph 1.

4. The Company may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by any such person in any such capacity or arising from his status as such, whether or not the Company would have power to indemnify him against such liability under the provisions of this Article.

5. In the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to Paragraph 1 of this Article shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

6. The provisions of this Article shall be applicable to all actions, claims, suits or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceeding that is based any material respect on any alleged action or failure to act prior to such amendment, modification or repeal.

Reference herein to Directors, officers, employees or agents shall include former Directors, officers, employees and agents and their respective heirs, executors and administrators.

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DOMINION RESERVES, INC.

BYLAWS

AS AMENDED AND RESTATED EFFECTIVE DECEMBER 15, 1997

Dominion Reserves, Inc.

A Virginia Corporation

BYLAWS

As Amended and Restated Effective December 15, 1997

ARTICLE I

MEETINGS OF SHAREHOLDERS

1.1 Place and Time of Meetings. Meetings of shareholders shall be held at such place, either within or without the Commonwealth of Virginia, and at such time as may be provided in the notice of the meeting and approved by the Chairman of the Board of Directors (the "Chairman"), the President or the Board of Directors.

1.2 Presiding Officer; Secretary. The Chairman shall preside over all meetings of the shareholders. If he or she is not present, or if there is none in office, the President or a Vice President shall preside, or, if none be present, a Chairman shall be elected by the meeting. The Secretary of the Company shall act as secretary of all the meetings, if present. If he or she is not present, the Chairman shall appoint a secretary of the meeting.

1.3 Annual Meeting. The annual meeting of shareholders shall be held on the second Tuesday of June of each year or on such date as may be designated by resolution of the Board of Directors from time to time for the purpose of electing directors and conducting such other business as may properly come before the meeting.

1.4 Special Meetings. Special meetings of the shareholders may be called by the Chairman, the President or the Board of Directors and shall be called by the Secretary upon demand of shareholders as required by law. Only business within the purpose or purposes described in the notice for a special meeting of shareholders may be conducted at the meeting.

1.5 Record Dates. The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand that the meeting be held.

Except as is provided in the preceding paragraph the Board of Directors may fix, in advance, a record date to make a determination of shareholders for any purpose, such date to be not more than 70 days before the meeting or action requiring a determination of shareholders. If no such record date is set for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or for the determination of shareholders entitled to receive payment of a dividend, then the record date shall be the close of business on the day before the date on which the first notice is given or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be.

When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made, such determination shall be effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

1.6 Notice of Meetings. Written notice stating the place, day and hour of each meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be given not less than 10 nor more than 60 days before the date of the meeting (except when a different time is required in these Bylaws or by law) either personally or by mail, electronic mail, telecopy facsimile or other form of wire or wireless communication, or by private courier to each shareholder of record entitled to vote at such meeting and to such nonvoting shareholders as may be required by law. If mailed, such notice shall be deemed to be effective when deposited in first class United States mail with postage thereon prepaid and addressed to the shareholder at his or her address as it appears on the share transfer books of the Company. If given in any other manner, such notice shall be deemed to be effective (i) when given personally or by telephone, (ii) when sent by electron ic mail, telecopy facsimile or other form of wire or wireless communication or (iii) when given to a private courier to be delivered.

If a meeting is adjourned to a different date, time or place, notice need not be given if the new date, time or place is announced at the meeting before adjournment. However, if a new record date for an adjourned meeting is fixed, notice of the adjourned meeting shall be given to shareholders as of the new record date unless a court provides otherwise.

1.7 Waiver of Notice; Attendance at Meeting. A shareholder may waive any notice required by law, the Articles of Incorporation or these Bylaws before or after the date and time of the meeting that is the subject of such notice. The waiver shall be in writing, be signed by the shareholder entitled to the notice and be delivered to the Secretary for inclusion in the minutes or filing with the corporate records.

A shareholder's attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting unless the shareholder, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

1.8 Quorum and Voting Requirements. Unless otherwise required by law, a majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting. If a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast favoring the action exceed the votes cast opposing the action unless a greater or different number of affirmative votes is required by law or the Articles of Incorporation or these Bylaws. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Less than a quorum may adjourn a meeting.

1.9 Action Without Meeting. Action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting and without action by the Board of Directors if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action and delivered to the Secretary for inclusion in the minutes or filing with the corporate records. Action taken by unanimous consent shall be effective according to its terms when all consents are in the possession of the Company unless the consent specifies a different effective date, in which event the action taken shall be effective as of the date specified therein provided that the consent states the date of execution by each shareholder. A shareholder may withdraw a consent only by delivering a written notice of withdrawal to the Company prior to the time that all consents are in the possession of the Company.

If not otherwise fixed pursuant to the provisions of Section 1.5, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent described in the preceding paragraph.

1.10 Inspectors of Election. The Chairman of the meeting may appoint one or more inspectors of election to determine the qualifications of voters, the validity of proxies and the results of ballots.

ARTICLE II

DIRECTORS

2.1 General Powers. The Company shall have a Board of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Company managed under the direction of, its Board of Directors, subject to any limitation set forth in the Articles of Incorporation, and so far as this delegation of authority is not inconsistent with the laws of the Commonwealth of Virginia, with the Articles of Incorporation or with these Bylaws.

2.2 Number, Term and Election. The number of directors of the Company may be fixed or changed from time to time by resolution of the Board of Directors but shall not be less than one (1) nor more than ten (10) directors. A decrease in the number of directors shall not shorten the term of any incumbent director. Each director shall hold office until his or her death, resignation, retirement or removal or until his or her successor is elected.

2.3 Removal; Vacancies. The shareholders may remove one or more directors, with or without cause, if the number of votes cast for such removal constitutes a majority of the votes entitled to be cast at an election of directors.

A director may be removed by the shareholders only at a meeting called for the purpose of removing him or her and the meeting notice must state that the purpose, or one of the purposes of the meeting, is removal of the director.

A vacancy on the Board of Directors, including a vacancy resulting from the removal of a director or an increase in the number of directors, may be filled by (i) the shareholders, (ii) the Board of Directors or (iii) the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors and may, in the case of a resignation that will become effective at a specified later date, be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

2.4 Annual and Regular Meetings. An annual meeting of the Board of Directors, which shall be considered a regular meeting, shall be held immediately following each annual meeting of shareholders for the purpose of electing officers and carrying on such other business as may properly come before the meeting. The Board of Directors may also adopt a schedule of additional meetings which shall be considered regular meetings. Regular meetings shall be held at such times and at such places, within or without the Commonwealth of Virginia, as the Chairman, the President or the Board of Directors shall designate from time to time. If no place is designated, regular meetings shall be held at the principal office of the Company.

2.5 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman, the President or a majority of the directors of the Company and shall be held at such times and at such places, within or without the Commonwealth of Virginia, as the person or persons calling the meetings shall designate. If no such place is designated in the notice of a meeting, it shall be held at the principal office of the Company.

2.6 Notice of Meetings. No notice need be given of regular meetings of the Board of Directors.

Notices of special meetings of the Board of Directors shall be given to each director in person or delivered to his or her residence or business address (or such other place as he may have directed in writing) not less than twenty-four (24) hours before the meeting by mail, electronic mail, messenger, telecopy facsimile or other means of written communication or by telephoning such notice to him or her. Any such notice shall be given by the Secretary, the directors or the officer calling the meeting and shall set forth the time and place of the meeting and state the purpose for which it is called.

2.7 Waiver of Notice; Attendance at Meeting. A director may waive any notice required by law, the Articles of Incorporation or these Bylaws before or after the date and time stated in the notice and such waiver shall be equivalent to the giving of such notice. Except as provided in the next paragraph of this section, the waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records.

A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director, at the beginning of the meeting or promptly upon his or her arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

2.8 Quorum; Voting. A majority of the number of directors fixed in accordance with these Bylaws shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the Board of Directors except as otherwise provided by law, the Articles of Incorporation or these Bylaws. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) he or she objects, at the beginning of the meeting or promptly upon his or her arrival, to holding it or transacting specified business at the meeting or (ii) he or she votes against or abstains from the action taken.

2.9 Telephonic Meetings. The Board of Directors may permit any or all directors to participate in a regular or special meeting by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

2.10 Action Without Meeting. Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action is taken and included in the minutes or filed with the corporate records. Action taken under this section shall be effective when the last director signs the consent unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein, provided the consent states the date of execution by each director.

2.11 Compensation. The Board of Directors may fix the compensation of directors and may provide for the payment of all expenses incurred by them in attending meetings of the Board of Directors.

ARTICLE III

OFFICERS

3.1 Officers. The officers of the Company shall be a President and a Secretary and, in the discretion of the Board of Directors, a Chairman of the Board of Directors, one or more Vice-Presidents, a Treasurer and such other officers as may be deemed necessary or advisable to carry on the business of the Company. Any two or more offices may be held by the same person unless otherwise required by law. The Board of Directors may designate the Chief Executive Officer.

3.2 Election; Term. Officers shall be elected at the annual meeting of the Board of Directors and may be elected at such other time or times as the Board of Directors shall determine. They shall hold office, unless removed, until the next annual meeting of the Board of Directors or until their successors are elected. Any officer may resign at any time upon written notice to the Board of Directors and such resignation shall be effective when notice is delivered unless the notice specifies a later effective date. Vacancies among the officers shall be filled by a vote of the Board of Directors.

3.3 Removal of Officers. The Board of Directors may remove any officer at any time, with or without cause.

3.4 Duties of Officers. The President and the other officers shall have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be delegated to them from time to time by the Board of Directors.

ARTICLE IV

SHARE CERTIFICATES

4.1 Entitlement. Every shareholder shall be entitled to a certificate or certificates for shares of record owned by him or her in such form as may be prescribed by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.

4.2 Authorization to Issue. Notwithstanding the foregoing, the Board of Directors may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. Within a reasonable time after the issue or transfer of shares without certificates, the Company shall send the shareholder a written statement of the information required on certificates by the Virginia Stock Corporation Act or other applicable law.

4.3 Transfer of Shares. Shares may be transferred by delivery of the certificate accompanied either by an assignment in writing on the back of the certificate or by a written power of attorney to sell, assign and transfer the same on the books of the Company, signed by the person appearing from the certificate to be the owner of the shares represented thereby, and shall be transferable on the books of the Company upon surrender thereof so assigned or endorsed. The person registered on the books of the Company as the owner of any shares shall be entitled exclusively, as the owner of such shares, to receive dividends and to vote in respect thereof.

ARTICLE V

MISCELLANEOUS PROVISIONS

5.1 Voting of Shares Held. Unless the Board of Directors shall otherwise provide, the Chairman of the Board of Directors, the President, any Vice President, or the Secretary may from time to time appoint one or more attorneys-in-fact or agents of the Company, in the name and on behalf of the Company, to cast the votes that the Company may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose stock or securities of which may be held by the Company, at the meeting of the holders of any such other corporation, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Company such written proxies, consents, waivers of other instruments as he or she may deem necessary or proper; or either the Chairman of the Board of Directors, the President or the Secretary may himself or herself attend any mee ting of the shareholders of any such other corporation and thereat vote or exercise any or all other powers of the Company as the shareholder of such other corporation.

5.2 Corporate Seal. In the discretion of the officers, the Company may have a corporate seal. If created, the corporate seal of the Company shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word "Seal" and the name of the Company.

5.3 Fiscal Year. The fiscal year of the Company shall be determined in the discretion of the Board of Directors, but in the absence of any such determination it shall be the calendar year.

5.4 Amendments. These Bylaws may be amended or repealed, and new Bylaws may be made at any regular or special meeting of the Board of Directors. Bylaws made by the Board of Directors may be repealed or changed and new Bylaws may be made by the shareholders, and the shareholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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THE PEOPLES NATURAL GAS COMPANY

BY LAWS

AS LAST AMENDED

SEPTEMBER 15, 1999

THE PEOPLES NATURAL GAS COMPANY

BYLAWS

Adopted at the Annual Meeting of Stockholders on June 9, 1903, and last amended on September 15, 1999.

Article I

Meeting of Stockholders

The annual meeting of stockholders and the election of directors shall be held at the office of the Company in Pittsburgh, Allegheny County, Pennsylvania, on the second Tuesday in June in each year, and said meeting may be adjourned from day to day until its business is completed.

Special meetings of the stockholders may be called by a majority of all the directors at such times and places as they may appoint.

The directors shall also call a meeting of stockholders within ten days after written request so to do signed by a majority of the stockholders.

The business of such special meetings shall be confined to the subject specified in the notice therefor.

Notice of the time and place of all meetings of stockholders shall be signed by the secretary and be given to each stockholder in person or be mailed to his/her proper post office address at least ten days previous to the time of the meeting.

At all meetings, stockholders who may be registered as such on the books of the Company, may vote in person, by agent, or by proxy and shall have one vote for each and every share of stock standing in their names, but no shareholder shall be entitled to vote upon any stock which has not stood in his/her name ten days prior to the day appointed for the election.

The transfer books may be closed for ten days previous to the annual election.

At all elections, the directors shall be the judges of the qualifications of voters, shall prescribe rules and regulations for voting, appoint inspectors to collect and count the votes, and cause the result of the election to be entered in full on their minutes.

The board may commit its powers in this matter to a committee of its own members.

The election shall be held on the day designated for that purpose unless prevented by accident, in which case the board shall designate another day for the election.

A majority of the stockholders present at any meeting shall constitute a quorum.

Article II

Board of Directors

The number of directors which shall constitute the whole Board shall be fixed by resolution of a majority of the whole Board within the limits permitted by law. Directors need not be stockholders. (As amended October 15, 1957; June 11, 1985; September 2, 1986; May 18, 1988; March 12, 1990; June 9, 1998; and September 15, 1999.)

The board of directors at their first meeting after every annual election shall elect a president, one or more vice presidents, a treasurer, and secretary, and such officers shall hold their offices during the pleasure of the board. One person may be both secretary and treasurer. (As amended July 15, 1943.)

If the office of any director or directors becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, a majority of the remaining directors, though less than a quorum, shall choose a successor or successors, who shall hold office for the unexpired term in respect to which such vacancy occurred or until the next election of directors. The board may also appoint one or more assistant treasurers, one or more assistant secretaries, and such additional officers and agents as they may deem advisable and remove the same at their pleasure. (As amended June 9, 1936 and October 15, 1957.)

In the absence of the president, they may appoint a chairman pro tempore. (As amended July 15, 1943.)

During a prolonged absence or inability of the president or any other officer, they may appoint substitutes pro tempore, and on the death or resignation of the president or other officer, they shall fill the vacancy.

Except as hereinabove provided, a majority of the directors shall be required to constitute a quorum for the transaction of business, but less than a quorum may adjourn from time to time and from place to place. (As amended October 15, 1957; June 11, 1985; September 2, 1986; May 18, 1988; and September 15, 1999.)

A director of the Corporation shall not be personally liable for monetary damages for any action taken, or any failure or take any action, unless the director has breached or failed to perform the duties of his or her office under 15 Pa. C.S. Section 511 and Section 1721 and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the foregoing provision shall not eliminate or limit (i) the responsibility or liability of such director pursuant to any criminal statute, or (ii) the liability of a director for the payment of taxes pursuant to local, state or Federal law.

Any repeal, modification or adoption of any provision inconsistent with the foregoing paragraph shall be prospective only, and neither the repeal or modification of the foregoing paragraph not the adoption of any provision inconsistent with the foregoing paragraph shall adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification or the adoption of such inconsistent provision. (As amended March 15, 1990.)

The board of directors may, at their option, hold their meeting at any place outside of the state.

Article III

President

The president shall preside at all meetings of the stockholders or directors, if present; sign all certificates of stock; and have a general care, supervision, and direction of the affairs of the Company. He/she shall have power to call meetings of the board from time to time when he/she shall think proper or when requested by a majority of the board.

In the event of the death, absence, or inability of the president to perform any duties imposed upon him/her by these bylaws and the order of the board of directors, a vice president may exercise his/her powers and perform his/her duties, subject to the control of the board of directors. (As amended July 15, 1943.)

Article IV

Secretary

It shall be the duty of the secretary to notify the members therof of all meetings of the board of directors when required by the president, or when required by a majority of the directors in writing; to attend such meetings when practicable; keep true records of the votes at elections and all other proceedings; attest such records after every meeting by his/her signature; safely keep all documents and papers which shall come into his/her possession, and truly keep the books and accounts of the Company appertaining to his/her office; and shall present statements thereof where required by the board. He/she shall keep books upon which transfer of stock may be made by any stockholder, or his/her attorney duly constituted in writing. He/she shall prepare new certificates upon the transfer of shares and surrender of the old certificates and keep a register of all certificates issued.

Article V

Treasurer

It shall be the duty of the treasurer to keep and account for all monies, funds, and property of the Company which shall come into his/her hands, and he/she shall render such accounts and present such statements to the directors as may be required of him/her. He/she shall deposit all funds of the Company which may come into his/her hands in such bank or banks as the directors may designate. He/she shall keep his/her bank account in the name of the Company and shall exhibit his/her books and accounts to any director upon application at the office during ordinary business hours. He/she shall endorse for collection the billst notes, checks, and other negotiable instruments received by the Company. He/she shall sign all bills, notes, checks, and other negotiable instruments of the Company; shall pay out money on the business as the corporation may require, taking proper vouchers therefor, provided that the directors shall have power by resolution to delegate any of the duties of the treasur er to other officers; and provide by what officers all bills, notes, checks, vouchers, orders, or other instruments shall be signed.

Article VI

Corporate Seal

A corporate seal shall be prepared and shall be kept by the secretary in the office of the Company.

The impression of the seal may be made and attested by either the secretary or an assistant secretary for the authentication of contracts and other papers requiring the seal and bearing the signature of the president or a vice president. (As amended July 15, 1943.)

Article VII

Fiscal Year

The fiscal year of this corporation shall be the calendar year.

Article VIII

Amendments

These bylaws may be altered or amended by a vote of two-thirds of the stockholders in value at any regular meeting of the stockholders, at any special meeting when notice of the proposed alteration or amendment shall have been given in the call for such special meeting, or by submitting the proposed alteration or amendment to the stockholders f or their consent in writing and signed. (As amended December 30, 1969.)

Article IX

Financial Report to Shareholders Under

Pennsylvania Business Corporation Law of 1933

The directors and officers of this Company are hereby expressly relieved of the duty under Section 318 of the Pennsylvania Business Corporation Law of 1933 to cause to be sent to the shareholders within ninety days after the close of this Company's fiscal year a financial report as of the closing date of the preceding fiscal year. No financial report of this Company need be verified by a certified public accountant, who is not a director or full-time employee of the corporation, or by a firm of practicing accounts, at least one member of which is a certified public accountant. (Adopted December 22, 1933.)

Article X

Closing of Stock Transfer

Books and Fixing Date for

Determination of Stockholders

The board of directors may by resolution provide for the closing of the stock transfer books of the Company or fix in advance a date for the determination of stockholders for the purposes and with the effect provided by the laws of the. Commonwealth of Pennsylvania applicable to this Company. (Adopted July 28, 1936.)

Article XI

Indemnification of Directors and Officers

A. Each person who at any time is, or shall have been a director or officer of the Corporation, or serves or has served as a director, officer, fiduciary or other representative of another company, partnership, joint venture, trust, association or other enterprise (including any employee benefit plan), where such service was specifically requested by the Corporation in accordance with clause (D) below, or the established guidelines for participation in outside positions (such service hereinafter being referred to as "Outside Service"), and is threatened to be or is made a party to any threatened, pending, or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative ("Proceeding"), by reason of the fact that he is, or was, a director or officer of the Corporation or a director, officer, fiduciary or other representative of such other enterprise, shall be indemnified against expenses (including attorney's fees), judgments, fines and amounts pai d in settlement ("Loss") actually and reasonably incurred by him in connection with any such Proceeding to the full extent permitted under the Pennsylvania Business Corporation Law of 1988, as the same exists or may hereafter be amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said Law permitted the Corporation to provide prior to such amendment) . The Corporation shall indemnify any person seeking indemnity in connection with any Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) initiated by such person was authorized by the Board of Directors of the Corporation. With respect to any Loss arising from Outside Service, the Corporation shall provide such indemnification only if and to the extent that (i) such other company, partnership, joint venture, trust, association or enterprise is not legally permitted or financially able to provide such indemnificat ion, and (ii) such Loss is not paid pursuant to any insurance policy other than any insurance policy maintained by the Corporation.

B. The right to be indemnified pursuant hereto shall include the right to be paid by the Corporation for expenses, including attorney's fees, incurred in defending any such Proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of such Proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director, officer, fiduciary or other representative, in which such director, officer, fiduciary or other representative agrees to repay all amounts so advanced if it should be determined ultimately that such director, officer, fiduciary or other representative is not entitled to be indemnified under applicable law.

C. The right to be indemnified or to the reimbursement or advancement of expenses pursuant hereto shall in no way be exclusive of any other rights of indemnification or advancement to which any such director or officer, fiduciary or other representative may be entitled, under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, fiduciary or other representative and shall inure to the benefit of the heirs, executors and administrators of such person.

D. Any person who is serving or has served as a director, officer or fiduciary of (i) another corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Corporation at the time of such service, or (ii) any employee benefit plan of the Corporation or of any corporation referred to in clause D(i) , shall be deemed to be doing or have done so at the request of the Corporation. (Adopted October 15, 1957, and amended March 15, 1990.)

EX-99 4 exhibitc.htm EXHIBIT C - INDENTURES The Indentures, Supplemental Indentures and Securities Resolutions between the Registrant and applicable subsidiaries and its debenture EXHIBIT C

The Indentures, Supplemental Indentures and Securities Resolutions between the Registrant and applicable subsidiaries and its debenture

Dominion Resources, Inc.

Indenture, Junior Subordinated Debentures, dated December 1, 1997, between Dominion Resources, Inc. and JP Morgan Chase Bank (formerly The Chase Manhattan Bank) as supplemented by a First Supplemental Indenture, dated December 1, 1997 (Exhibit 4.1 and Exhibit 4.2 to Form S-4 Registration Statement, File No. 333-50653, as filed on April 21, 1998, incorporated by reference); Second and Third Supplemental Indentures, dated January 1, 2001, (Exhibits 4.6 and 4.13, Form 8-K, dated January 9, 2001, incorporated by reference).

Senior Indenture, dated June 1, 2000, between Dominion Resources, Inc. and JP Morgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (Exhibit 4 (iii), Form S-3, Registration Statement, File No. 333-93187, incorporated by reference); First Supplemental Indenture, dated June 1, 2000 (Exhibit 4.2, Form 8-K, dated June 21, 2000, File No. 1-8489, incorporated by reference); Second Supplemental Indenture, dated July 1, 2000 (Exhibit 4.2, Form 8-K, dated July 11, 2000, File No. 1-8489, incorporated by reference); Third Supplemental Indenture, dated July 1, 2000 (Exhibit 4.3, Form 8-K dated July 11, 2000, incorporated by reference); Fourth Supplemental Indenture and Fifth Supplemental Indenture dated September 1, 2000 (Exhibit 4.2, Form 8-K, dated September 8, 2000, incorporated by reference); Sixth Supplemental Indenture, dated September 1, 2000 (Exhibit 4.3, Form 8-K, dated September 8, 2000, incorporated by reference); Seventh Supplemental Indenture, dated October 1, 2000 (Exh ibit 4.2, Form 8-K, dated October 11, 2000, incorporated by reference); Eighth Supplemental Indenture, dated January 1, 2001 (Exhibit 4.2, Form 8-K, dated January 23, 2001, incorporated by reference); and Ninth Supplemental Indenture, dated May 1, 2001 (Exhibit 4.4, Form 8-K, dated May 25, 2001, incorporated by reference).

Virginia Electric and Power Company

Indenture of Mortgage of Virginia Electric and Power Company, dated November 1, 1935, as supplemented and modified by fifty-eight Supplemental Indentures (Exhibit 4(ii), Form 10-K for the fiscal year ended December 31, 1985, File No. 1-2255, incorporated by reference); Sixty-Seventh Supplemental Indenture (Exhibit 4(i), Form 8-K, dated April 2, 1991, File No. 1-2255, incorporated by reference); Seventieth Supplemental Indenture, (Exhibit 4(iii), Form 8-K, dated February 25, 1992, File No. 1-2255, incorporated by reference); Seventy-First Supplemental Indenture (Exhibit 4(i)) and Seventy-Second Supplemental Indenture, (Exhibit 4(ii), Form 8-K, dated July 7, 1992, File No. 1-2255, incorporated by reference); Seventy-Third Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated August 6, 1992, File No. 1-2255, incorporated by reference); Seventy-Fourth Supplemental Indenture (Exhibit 4(i), Form 8-K, dated February 10, 1993, File No. 1-2255, incorporated by reference); Seventy-Fifth Supplemental I ndenture, (Exhibit 4(i), Form 8-K, dated April 6, 1993, File No. 1-2255, incorporated by reference); Seventy-Sixth Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated April 21, 1993, File No. 1-2255, incorporated by reference); Seventy-Seventh Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated June 8, 1993, File No. 1-2255, incorporated by reference); Seventy-Eighth Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated August 10, 1993, File No. 1-2255, incorporated by reference); Seventy-Ninth Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated August 10, 1993, File No. 1-2255, incorporated by reference); Eightieth Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated October 12, 1993, File No. 1-2255, incorporated by reference); Eighty-First Supplemental Indenture, (Exhibit 4(iii), Form 10-K for the fiscal year ended December 31, 1993, File No. 1-2255, incorporated by reference); Eighty-Second Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated January 18, 1994, File No.&n bsp;1-2255, incorporated by reference); Eighty-Third Supplemental Indenture (Exhibit 4(i), Form 8-K, dated October 19, 1994, File No. 1-2255, incorporated by reference); Eighty-Fourth Supplemental Indenture (Exhibit 4(i), Form 8-K, dated March 23, 1995, File No. 1-2255, incorporated by reference); and Eighty-Fifth Supplemental Indenture (Exhibit 4(i), Form 8-K, dated February 20, 1997, File No. 1-2255, incorporated by reference).

Indenture, dated as of June 1, 1986, between Virginia Electric and Power Company and JP Morgan Chase Bank (formerly The Chase Manhattan Bank and Chemical Bank) (Exhibit 4(v), Form 10-K for the fiscal year ended December 31, 1993, File No. 1-2255, incorporated by reference).

Indenture, dated April 1, 1988, between Virginia Electric and Power Company and JP Morgan Chase Bank (formerly The Chase Manhattan Bank and Chemical Bank), as supplemented and modified by a First Supplemental Indenture, dated August 1, 1989, (Exhibit 4(vi), Form 10-K for the fiscal year ended December 31, 1993, File No. 1-2255, incorporated by reference); Second Supplemental Indenture, dated May 1, 1999 (Exhibit 4.2, Form S-3, File No. 333-7615, as filed on April 13, 1999, incorporated by reference).

Subordinated Note Indenture, dated as of August 1, 1995 between Virginia Electric and Power Company and JP Morgan Chase Bank (formerly The Chase Manhattan Bank and Chemical Bank), as Trustee, as supplemented (Exhibit 4(a), Form S-3, File No. 333-20561 as filed on January 28, 1997, incorporated by reference).

Form of Senior Indenture, dated as of June 1, 1998, between Virginia Electric and Power Company and JP Morgan Chase Bank (formerly The Chase Manhattan Bank) as supplemented by the First Supplemental Indenture (Exhibit 4.2, Form 8-K, dated June 12, 1998, File No. 1-2255, incorporated by reference); Second Supplemental Indenture (Exhibit 4.2, Form 8-K, dated June 3, 1999, File No.1-2255, incorporated by reference); Third Supplemental Indenture (Exhibit 4.2, Form 8-K, dated October 27, 1999, File No. 1-2255, incorporated by reference); Form of Fourth Supplemental Indenture (Exhibit 4.2, Form 8-K, dated March 22, 2001, File No. 1-2255, incorporated by reference); and Form of Fifth Supplemental Indenture (Exhibit 4.3, Form 8-K, dated March 22, 2001, File No. 1-2255, incorporated by reference); Form of Sixth Supplemental Indenture (Exhibit 4.2, Form 8-K, dated January 24, 2002 incorporated by reference).

Consolidated Natural Gas Company

Indenture, dated as of May 1, 1971, between Consolidated Natural Gas Company and JP Morgan Chase Bank (formerly The Chase Manhattan Bank and Manufacturers Hanover Trust Company) (Exhibit (5) to Certificate of Notification at Commission File No. 70-5012, incorporated by reference); Fifteenth Supplemental Indenture dated as of October 1, 1989 (Exhibit (5) to Certificate of Notification at Commission File No. 70-7651, incorporated by reference); Seventeenth Supplemental Indenture dated as of August 1, 1993 (Exhibit (4) to Certificate of Notification at Commission File No. 70-8167, incorporated by reference); Eighteenth Supplemental Indenture dated as of December 1, 1993 (Exhibit (4) to Certificate of Notification at Commission File No. 70-8167, incorporated by reference); Nineteenth Supplemental Indenture dated as of January 28, 2000 (Exhibit (4A)(iii), Form 10-K for the fiscal year ended December 31, 1999, File No. 1-3196, incorporated by reference); Twentieth Supplemental Indenture dated as of March 19, 2001 (Exhibit 4(viii), Form 10-K for the fiscal year ended December 31, 2000, File No. 1-8489, incorporated by reference).

Indenture, dated as of April 1, 1995, between Consolidated Natural Gas Company and The Bank of New York (as successor trustee to United States Trust Company of New York) (Exhibit (4) to Certificate of Notification at Commission File No. 70-8107); First Supplemental Indenture dated January 28, 2000 (Exhibit (4 A)(ii), Form 10-K for the fiscal year ended December 31, 1999, File No. 1-3196, incorporated by reference); Securities Resolution No. 1 effective as of April 12, 1995 (Exhibit 2 to Form 8-A filed April 21, 1995 under File No. 1-3196 and relating to the 7 ³/ 8 % Debentures Due April 1, 2005); Securities Resolution No. 2 effective as of October 16, 1996 (Exhibit 2 to Form 8-A filed October 18, 1996 under file No. 1-3196 and relating to the 6 ⁷/ 8 % Debentures Due October 15, 2026); Securities Resolution No. 3 effective as of December 10, 1996 (Exhibit 2 to Form 8-A filed December 12, 1996 under file No. 1-3196 and relating to the 6 ⁵/ 8 % Debentures Due December 1, 2008); Securities Resolution No. 4 effective as of December 9, 1997 (Exhibit 2 to Form 8-A filed December 12, 1997 under file No. 1-3196 and relating to the 6.80% Debentures Due December 15, 2027); Securities Resolution No. 5 effective as of October 20, 1998 (Exhibit 2 to Form 8-A filed October 22, 1998 under file No. 1-3196 and relating to the 6% Debentures Due October 15, 2010); Securities Resolution No. 6 effective as of September 21, 1999 (Exhibit 4A(iv), Form 10-K for the fiscal year ended December 31, 1999, File No. 1-3196, and relating to the 7 ¹/ 4 % Notes Due October 1, 2004).

Indenture, dated April 1, 2001, between Consolidated Natural Gas Company and Bank One Trust Company, National Association (Exhibit 4.1, Form S-3 File No. 333-52602, as filed on December 22, 2000, incorporated by reference); as supplemented by the Form of First Supplemental Indenture, dated April 1, 2001 (Exhibit 4.2, Form 8-K, dated April 12, 2001, File No. 1-3196, incorporated by reference); Second Supplemental Indenture, dated October 25, 2001 (Exhibit 4.1, Form 8-K, dated October 23, 2001, File No. 1-3196, incorporated by reference); Third Supplemental Indenture, dated October 25, 2001 (Exhibit 4.3, Form 8-K, dated October 23, 2001, File No. 1-3196, incorporated by reference).

Form of Indenture for Junior Subordinated Debentures, dated October 1, 2001, between Consolidated Natural Gas Company and Bank One Trust Company, National Association (Exhibit 4.2, Form S-3 Registration No. 333-52602, as filed on December 22, 2000, incorporated by reference); as supplemented by the First Supplemental Indenture, dated October 23, 2001 (Exhibit 4.7, Form 8-K, dated October 16, 2001, File No. 1-3196, incorporated by reference).

Dominion Oklahoma Texas Exploration and Production, Inc.

Indenture, dated as of June 15, 1994, between Louis Dreyfus Natural Gas Corp., Dominion Oklahoma Texas Exploration and Production, Inc. and The Bank of New York (as successor trustee to Bank of Montreal Trust Company) (Exhibit 4.12, Form 10-K for the fiscal year ended December 31, 2001, File No. 1-8489); as supplemented by the First Supplemental Indenture, dated as of November 1, 2001(Exhibit 4.7, Form 10-Q for the quarter ended September 30, 2001, incorporated by reference).

Indenture, dated as of December 11, 1997, between Louis Dreyfus Natural Gas Corp., Dominion Oklahoma Texas Exploration & Production, Inc., and La Salle Bank National Association (formerly LaSalle National Bank) (Exhibit 4.13, Form 10-K for the fiscal year ended December 31, 2001, File No. 1-8489); as supplemented by the First Supplemental Indenture, dated as of November 1, 2001 (Exhibit 4.9, Form 10-Q for the quarter ended September 30, 2001, incorporated by reference).

EX-99 5 exhibitd.htm EXHIBIT D - TAX ALLOCATION AGREEMENT CONSOLIDATED FEDERAL INCOME TAX CONSOLIDATED FEDERAL INCOME TAX

ALLOCATION AGREEMENT AMONG MEMBERS OF THE

DOMINION RESOURCES, INC. AFFILIATED GROUP

This Agreement made as of this 30^th day of April, 2000 by and among Dominion Resources, Inc., a Virginia corporation ('Parent') and each of its undersigned Subsidiaries for taxable years ending after January 28, 2000.

WITNESSETH:

WHEREAS, Parent and the undersigned Subsidiaries included in Appendix A are members of an affiliated group of corporations ('the Affiliated Group") as defined in section 1504(a) of the Internal Revenue Code of 1986, as amended ("the Code"); and

WHEREAS, Parent will file a United States consolidated federal income tax return ("Consolidated Return") for the Affiliated Group for the taxable year ended December 31, 2000 and will file a Consolidated Return for all subsequent taxable periods for which one or more of the Subsidiaries is a member of the Affiliated Group; and

WHEREAS, it is the intent and desire of the parties hereto that a method be established for allocating the Consolidated Return tax liability of the Parent and the undersigned Subsidiaries to such Parent and Subsidiaries, for reimbursing Parent for payment of such tax liability, and to provide for the allocation and payment of any refund arising from current year tax losses or a carryback or carryforward of losses or tax credits to subsequent or prior taxable years,

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

1. Consolidated Return Election. A Consolidated Return shall be filed by Parent for each taxable period in respect of which this Agreement is in effect and for which Parent and one or more of the Subsidiaries are required or permitted to file a Consolidated Return. With respect to Parent and each Subsidiary, any period for which such Subsidiary is or may be included in a Consolidated Return filed by Parent is referred to in this Agreement as a "Consolidated Return Year." Each Subsidiary hereby irrevocably designates Parent as its agent for the purpose of taking any and all action necessary or incidental to the filing of any Consolidated Return, and further agrees to furnish Parent with any and all information and to take any and all action as Parent may reasonably request that is necessary or appropriate for the proper filing of a Consolidated Return or for implementing the provisions of this Agreement. Each Subsidiary agrees that it will join in the Consolidated Return s to be filed by Parent to the extent that such Subsidiary is required or permitted to do so by the Code.

2. Liability for Consolidated Federal Income Tax Liability. As between the parties hereto Parent agrees to pay the United States consolidated federal income tax liability of the Affiliated Group for Consolidated Return Years and each Subsidiary agrees to make such payments to Parent as shall be required pursuant to Sections 3 and 4 hereof.

3. Allocation of Consolidated Federal Income Tax Liability. (a) The tax liability of the Affiliated Group will be first allocated to the members in accordance with section 1.1552-1(a)(2) of the Federal income tax regulations and then the Affiliated Group will elect I00 percent as a fixed percentage to be used to allocate additional amounts to the members in accordance with Treasury Regulations Section 1.1502-33(d)(3)(i). Each Subsidiary will pay to the Parent the amount of tax liability allocated to it in this paragraph (after the adjustments provided for in subparagraph (e)) and Parent will pay to each Subsidiary or former Subsidiary all amounts allocable under section 1.1502-33(d)(3)(ii).

(b) If a consolidated current alternative minimum tax liability exists, such liability (as well as any associated minimim tax credit) will be allocated to the members in accordance with proposed regulations section 1.1552-1(g).

(d) Payment by each Subsidiary of its allocated Federal income tax liability (after the adjustments provided for in subparagraph (e)) for a Consolidated Return Year shall include estimated tax installments due for each taxable period and each Subsidiary shall pay such estimated tax installments to Parent not later than the due date of each such installment. Estimated tax payments made by a Subsidiary shall be credited against the allocated consolidated Federal income tax liability of such Subsidiary for the Consolidated Return Year. Any underpayment or overpayment of allocated consolidated Federal income tax liability by reason of estimated tax payments (resulting from other than the adjustments required in subparagraph (e)) shall be paid by or refunded to each Subsidiary within thirty days after the filing date of the Consolidated Return, provided that if the Consolidated Return produces a net refund the overpayment shall be refunded when received by the Parent from the Internal Revenue S ervice.

(e) Payments to the Parent of the income tax liability of any subsidiary shall be reduced by its proportionate share of any amounts allocable to the Parent under Section 1.1502-33(d)(3)(ii). A subsidiaries proportionate share of any amounts allocable to the Parent under Section 1.1502-33(d)(3)(ii) shall be based on the ratio of the liability of each subsidiary to the sum of the tax liabilities of all subsidiaries.

(f) The Companies do hereby covenant and agree with one another to allocate and pay any state income tax for those states in which a consolidated, combined or unitary return is filed in a manner consistent with the allocation of federal income tax as provided in this Agreement.

4. Adjustments to Tax Liability. If the consolidated tax liability is adjusted for any Consolidated Return Year, whether by means of an amended return, claim for refund or after a tax audit by the Internal Revenue Service (except for protective refund claims), the liability of the Parent and each Subsidiary under Section (3) of this Agreement shall be recomputed to give effect to such adjustment as if it had been made as part of the original computation of tax liability, and, in the case of a refund, Parent shall pay each Subsidiary that portion of such refund as is attributable to the decrease in such Subsidiary's allocated consolidated Federal tax liability caused by the adjustment within thirty days after the refund is received by Parent and in the case of an increase in tax liability, each Subsidiary shall pay to Parent that portion of such increased tax liability (including all penalties, interest, and additions to tax, if any) as is attributable to the increase in such S ubsidiary's allocated consolidated Federal tax liability caused by the adjustment within thirty days after receiving notice of such liability from Parent.

5. Separate Return Years. If part or all of an unused consolidated loss or tax credit is allocated to a member of the Affiliated Group pursuant to Section 1.1502-79 of the Federal Income Tax Regulations and it is carried back or forward to a year in which such member filed a separate income tax return or a Consolidated Return with another affiliated group, any refund or reduction in tax liability arising from the carryback or carryover shall be retained by such Subsidiary. Notwithstanding the above, Parent shall determine whether an election shall be made not to carry back part or all of a consolidated net operating loss for any taxable year in accordance with section 172(b)(3) of the Code.

6. Priority of Agreement. This Agreement shall fix the liability between Parent and each Subsidiary as to the matters covered, notwithstanding that (i) the Agreement or any part thereof is not controlling for tax or other purposes, including, but not limited to, the computation of earnings and profits for Federal income tax purposes, and (ii) Parent and other corporations which are now or may become members of the Affiliated Group enter into a different agreement for the allocation of consolidated Federal income tax liability to such other corporations.

7. Effective Date. This Agreement shall apply to the Consolidated Return Year ending December 31, 2000 and all subsequent Consolidated Return Years unless the Parent and the Subsidiaries agree to terminate the Agreement. Notwithstanding such termination, this Agreement shall continue in effect with respect to any payment or refund due for all Consolidated Return Years prior to termination. In the event a Subsidiary ceases to be a member of the Affiliated Group, Parent shall remain the sole agent of such Subsidiary with respect to the period for which such Subsidiary was a member of the Affiliated Group, and Parent shall have sole authority to contest any tax liability with respect to such period. The obligations of a Subsidiary under this Agreement, including but not limited to the obligation to cooperate in seeking a refund of tax for any Consolidated Return Year, shall continue after such Subsidiary ceases to be a member of the Affiliated Group.

8. Amendments. Any amendment or supplement to this Agreement shall be in writing and signed by an authorized representative of the parties.

9. Successors. This Agreement shall be binding upon and inure to the benefit of any successors whether by statutory merger, acquisition of assets or otherwise, to any of the parties hereto, to the same extent as if the successor had been an original party to the Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in its name and on its behalf by one of its officers duly authorized.

APPENDIX A

American Exploration Production Company	Dominion Hickman, Inc.;
American Reserves Corporation	Dominion Iroquois, Inc.;
CNG Coal Company	Dominion Kincaid, Inc.
CNG International Corporation	Dominion Member Services, Inc.
CNG Kauai, Inc.	Dominion Metering Services, Inc.
CNG Main Pass Gas Gathering Corporation	Dominion Michigan Production Services, Inc.
CNG Oil Gathering Corporation	Dominion Midwest Energy, Inc.
CNG Pipeline Company	Dominion Natural Gas Storage, Inc.
CNG Power Services Corporation	Dominion North Star Generation, Inc.
Consolidated Natural Gas Company	Dominion Nuclear Connecticut, Inc.
Cypress Energy, Inc.	Dominion Nuclear Holdings, Inc.
DEI Cayman Holding Company	Dominion Nuclear Marketing I, Inc.
DEI U.K., Inc.	Dominion Nuclear Marketing II, Inc.
DT Services, Inc.	Dominion Nuclear, Inc.
Dominion Alliance Holding, Inc.	Dominion Ohio ES, Inc.
Dominion Appalachian Development Properties, L.L.C.	Dominion Oklahoma Texas Exploration & Production, Inc.
Dominion Appalachian Development, Inc.	Dominion Person, Inc.
Dominion Armstrong Services Company, Inc.	Dominion Petroleum Marketing, Inc.
Dominion Armstrong, Inc.	Dominion Pipeline - Greenbrier, Inc.
Dominion Black Warrior Basin, Inc.	Dominion Pleasants Services Company, Inc.
Dominion Capital Ventures Corporation	Dominion Pleasants, Inc.
Dominion Capital, Inc.	Dominion Products and Services, Inc.
Dominion Cleveland Thermal, Inc.	Dominion Reserves - Indiana, Inc.
Dominion Cogen WV, Inc.	Dominion Reserves - Utah, Inc.
Dominion Cogen, Inc.	Dominion Reserves Gulf Coast, Inc.
Dominion Davidson, Inc.	Dominion Reserves, Inc.
Dominion Dresden Services Company, Inc.	Dominion Resources Services, Inc.
Dominion Dresden, Inc.	Dominion Resources, Inc.
Dominion Elwood Expansion, Inc.	Dominion Retail, Inc.
Dominion Elwood Services Company, Inc.	Dominion San Juan, Inc.
Dominion Elwood, Inc.	Dominion State Line, Inc.
Dominion Energy Clearinghouse Storage Services, Inc.	Dominion Storage, Inc.
Dominion Energy Clearinghouse, Inc.	Dominion Telecom, Inc.
Dominion Energy Construction Company	Dominion Transmission, Inc.
Dominion Energy Direct Sales, Inc.	Dominion Troy Services Company, Inc.
Dominion Energy Exchange, Inc.	Dominion Troy, Inc.
Dominion Energy Holdings, Inc.	Dominion Upshur, Inc.
Dominion Energy Marketing, Inc.	Dominion Venture Investments, Inc.
Dominion Energy Peru Holdings, Inc.	Dominion Wagram, Inc.
Dominion Energy Services Company, Inc.	Evantage, Inc.
Dominion Energy Technologies, Inc.	First Source Equity Holdings, Inc.
Dominion Energy, Inc.	Hope Gas, Inc.
Dominion Equipment II, Inc.	LDNG Acquisition, Inc.
Dominion Equipment III, Inc.	LDNG Texas Holdings, Inc.
Dominion Equipment, Inc.	NH Capital, Inc.
Dominion Exploration & Production, Inc.	Niton US, Inc.
Dominion Fairless Hills, Inc.	OptaCor Financial Services Company
Dominion Field Services, Inc.	Rincon Securities, Inc.
Dominion First Source, Inc.	Stonewater Pipeline Company of Texas, Inc.
Dominion Gas Marketing, Inc.	The East Ohio Gas Company
Dominion Gas Processing MI, Inc.;	The Peoples Natural Gas Company
Dominion Generation Corporation;	VP Property, Inc.
Dominion Greenbrier, Inc.;	Virginia Electric and Power Company

Page 2

Virginia Financial Ventures, Inc.	Virginia Power Nuclear Services Company
Virginia Power Energy Marketing, Inc.	Virginia Power Services Energy Corp., Inc.
Virginia Power Fuel Corporation	Virginia Power Services, Inc.


Attest: /s/ Patricia A. Wilkerson	By: G. Scott Hetzer
Patricia A. Wilkerson, Authorized Officer	G. Scott Hetzer, Authorized Officer

Page 3

Bridgeway Management Company	Louisiana Hydroelectric Capital Corporation
Chesterfield Land, Inc.	Old North State Management Company
Dominion Land Management Company	Shoulders Hill/DCI Properties, Inc.
Dominion Land Management Company - Williamsburg	Stanton Associates, Inc.
Dominion Lands - Williamsburg, Inc.	Vidalia Audit, Inc.
Dominion Lands, Inc.	Waterford Harbor Realty, Inc.
Edgen, Inc.	Waterford Management Company
Goodman-Segar-Hogan, Incorporated	Williams Court/DCI Properties
H-W Properties, Inc.


Attest: /s/ Patricia A. Wilkerson	By: Mark P. Mikuta
Patricia A. Wilkerson, Authorized Officer	Mark P. Mikuta, Authorized Officer

Page 4

Carthage Energy Services, Inc.	Gichner Systems Group, Inc.


Attest: /s/ E. J. Marks, III	By: /s/ Patricia A. Wilkerson
E. J. Marks, III, Authorized Officer	Patricia A. Wilkerson, Authorized Officer

Page 5

Compendia Media Group	Lexicon Music, Inc.
Intersound, Inc.	Peg Publishing, Inc.
JustMike Music, Inc.	Royce Publishing, Inc.


Attest: /s/ Edward A. Szarkowicz	By: /s/ John D. Kennedy
Edward A. Szarkowicz, Authorized Officer	John D. Kennedy, Authorized Officer

Page 6

First Source Financial, Inc.	.


Attest: /s/ E. J. Marks, III	By: /s/ Mark P. Mikuta
E. J. Marks, III, Authorized Officer	Mark P. Mikuta, Authorized Officer

Page 7

Goodman Segar Hogan of Orlando, Inc.	.


Attest: /s/ Matthew N. Birdsall	By: /s/ Edward A. Szarkowicz
Matthew N. Birdsall, Authorized Officer	Edward A. Szarkowicz, Authorized Officer

EX-99 6 exhibitf2.htm EXHIBIT F-2 - SCHEDULE OF ACQUISITIONS, REDEMPTIONS EXHIBIT F

ITEM 4 - SCHEDULE OF ACQUISITIONS, REDEMPTIONS
OR RETIREMENTS OF SYSTEM SECURITIES
Calendar Year 2001
(Thousands of Dollars)

Nameof Issuer and Title of Issue		Acquired	Redeemed	Retired	Consideration	Commission Authorization

Dominion
Notes payable to affiliates
	Demand note to affiliate			$326,492	$326,492	Rule 42
	Affiliate note due 2005			21,703	21,703	Rule 42
				$348,195	$348,195
CNG
8 3/4% Debentures due 2018			$84,010		$84,010	Rule 42

Dominion E&P
Non-negotiable note:
	8.95% due September 30, 2001			$4,450	$4,450	Rule 42

Dominion East Ohio
Non-negotiable notes:
	7.40% due November 30, 2001			$1,750	$1,750	Rule 42
	9.5% due November 30, 2001			690	690	Rule 42
				$2,440	$2,440
Dominion Hope
Non-negotiable notes:
	7.40% due November 30, 2001			$250	$250	Rule 42
	9.5% due November 30, 2001			224	224	Rule 42
				$474	$474
Dominion Peoples
Non-negotiable notes:
	7.40% due November 30, 2001			$750	$750	Rule 42
	9.5% due November 30, 2001			511	511	Rule 42
				$1,261	$1,261
Dominion Transmission
Non-negotiable notes:
	7.40% due November 30, 2001			$3,750	$3,750	Rule 42
	9.5% due November 30, 2001			2,077	2,077	Rule 42
				$5,827	$5,827

Virginia Power
Medium Term Notes:
	Medium term notes, Series C			$10,000	$10,000	Rule 42
	Medium term notes, Series D			50,650	50,650	Rule 42
	Medium term notes, Series G			80,000	80,000	Rule 42
				$140,650	$140,650

First and Refunding Bonds:
	1991 First and Refunding Bonds, Series A, 8 3/4%, Due 2021		$100,000		$100,000	Rule 42
	1993 First and Refunding Bonds, Series E, 6%, Due 2001			$100,000	100,000	Rule 42
			$100,000	$100,000	$200,000
Preferred stock:
	Money market preferred stock, January 1987, $100 par		$ 50,000		$ 50,000	Rule 42
	Money market preferred stock, June 1987, $100 par		75,000		75,000	Rule 42
			$125,000		$125,000

EX-23.1 7 consentdom.htm CONSENT OF DELOITTE & TOUCHE LLP November 7, 2001 EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Annual Report of Dominion Resources, Inc. on Form U5S for the year ended December 31, 2001, filed pursuant to the Public Utility Holding Company Act of 1935, of our reports dated January 22, 2002 (which reports express an unqualified opinion and include an explanatory paragraph as to the adoption of Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, discussed in Note 15 to the consolidated financial statements, and a change in the method of accounting used to develop the market-related value of pension plan assets in 2000, discussed in Note 3 to the consolidated financial statements), appearing in and incorporated by reference in the Annual Report on Form 10-K of Dominion Resources, Inc. for the year ended December 31, 2001.

/s/ Deloitte & Touche LLP

April 30, 2002
Richmond, Virginia

EX-23.2 8 consentvp.htm CONSENT OF DELOITTE & TOUCHE LLP November 7, 2001 Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Annual Report of Dominion Resources, Inc. on Form U5S for the year ended December 31, 2001, filed pursuant to the Public Utility Holding Company Act of 1935, of our reports dated January 22, 2002 (which reports express an unqualified opinion and include an explanatory paragraph as to the adoption of Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, discussed in Note 9 to the consolidated financial statements, and a change in the method of accounting used to develop the market-related value of pension plan assets in 2000, discussed in Note 3 to the consolidated financial statements), appearing in the Annual Report on Form 10-K of Virginia Electric and Power Company for the year ended December 31, 2001.

/s/ Deloitte & Touche LLP

April 30, 2002
Richmond, Virginia

EX-23.3 9 consentcng.htm CONSENT OF DELOITTE & TOUCHE LLP November 7, 2001 EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Annual Report of Dominion Resources, Inc. on Form U5S for the year ended December 31, 2001, filed pursuant to the Public Utility Holding Company Act of 1935, of our reports dated January 22, 2002 (which reports express an unqualified opinion and include an explanatory paragraph as to the adoption of Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, discussed in Note 11 to the consolidated financial statements, and a change in the method of accounting used to develop the market-related value of pension plan assets in 2000, discussed in Note 3 to the consolidated financial statements), appearing in the Annual Report on Form 10-K of Consolidated Natural Gas Company for the year ended December 31, 2001.

/s/ Deloitte & Touche LLP

April 30, 2002
Richmond, Virginia

-----END PRIVACY-ENHANCED MESSAGE-----

Subsidiary	Parent	Percentage Owned	\|Description
Dominion Nuclear Holdings, Inc.	Dominion Nuclear, Inc.	100%	Holds 5% interest in Dominion Nuclear Marketing III, LLC.
Dominion Nuclear Marketing I, Inc.	Dominion Nuclear, Inc.	100%	Purchases electricity and capacity from Dominion Nuclear Connecticut, Inc. and sells on the spot market. Also holds a 25% interest in Dominion Nuclear Connecticut, Inc.
Dominion Nuclear Marketing II, Inc.	Dominion Nuclear, Inc.	100%	Purchases electricity and capacity from Dominion Nuclear Connecticut, Inc. and sells to third parties through bilateral contracts. Also holds a 70% interest in Dominion Nuclear Connecticut, Inc.
Dominion Nuclear Marketing III, LLC	Dominion Nuclear, Inc. Dominion Retail Dominion Nuclear Holdings, Inc.	70% 25% 5%	Purchases electricity and capacity from Dominion Nuclear Connecticut, Inc. and sells to Dominion Retail to meet retail customer needs. Also holds a 5% interest in Dominion Nuclear Connecticut, Inc.
Dominion Nuclear Connecticut, Inc.	Dominion Nuclear Marketing II, LLC Dominion Nuclear Marketing I, LLC Dominion Nuclear Marketing III, LLC	70% 25% 5%	Owns 98% of Millstone Power Station, a nuclear powered electric generating facility with a net capacity of 1,954 megawatts.

	DOMINION RESOURCES, INC.
	(Registrant)

By:	/s/ Steven A. Rogers
	Vice President and Controller (Principal Accounting Officer)