10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________

FORM 10-Q
____________

(Mark one)

X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002

or

____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number 1-8489

DOMINION RESOURCES, INC.
(Exact name of registrant as specified in its charter)

VIRGINIA (State or other jurisdiction of incorporation or organization)	54-1229715 (I.R.S. Employer Identification No.)
120 Tredegar Street RICHMOND, VIRGINIA (Address of principal executive offices)	23219 (Zip Code)
(804) 819-2000 (Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __

At October 31, 2002, the latest practicable date for determination, 307,222,141 shares of common stock, without par value, of the registrant were outstanding.

PAGE 2

DOMINION RESOURCES, INC.

INDEX

		Page   Number
PART I. Financial Information
Item 1.	Consolidated Financial Statements
	Consolidated Statements of Income - Three and Nine Months Ended September 30, 2002 and 2001	3
	Consolidated Balance Sheets - September 30, 2002 and December 31, 2001	4-5
	Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2002 and 2001	6
	Notes to Consolidated Financial Statements	7-21
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22-39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40-41
Item 4.	Controls and Procedures	42
	PART II. Other Information
Item 1.	Legal Proceedings	43
Item 5.	Other Information	43-45
Item 6.	Exhibits and Reports on Form 8-K	45-47

PAGE 3

DOMINION RESOURCES, INC.

PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

	Three Months Ended September 30,		Nine Months Ended September 30,
	2002	2001	2002	2001
	(millions, except per share amounts)
Operating Revenue	$2,545	$2,544	$7,512	$8,051
Operating Expenses
Electric fuel and energy purchases, net	418	403	1,077	1,063
Purchased electric capacity	173	170	517	516
Purchased gas, net	109	169	734	1,474
Liquids, pipeline capacity and other purchases	43	52	123	164
Other operations and maintenance	557	578	1,636	1,835
Depreciation, depletion and amortization	312	310	949	906
Other taxes	97	82	305	299
Total operating expenses	1,709	1,764	5,341	6,257
Income from operations	836	780	2,171	1,794
Other income	39	31	91	71
Interest and related charges:
Interest expense	204	224	625	685
Subsidiary preferred dividends and distributions       of subsidiary trusts	30	26	88	75
Total interest and related charges	234	250	713	760
Income before income taxes	641	561	1,549	1,105
Income taxes	211	217	525	444
Net income	$  430	$  344	$1,024	$  661
Earnings Per Common Share - Basic	$1.55	$1.38	$3.73	$2.67
Earnings Per Common Share - Diluted	$1.54	$1.37	$3.71	$2.65
Dividends paid per common share	$0.645	$0.645	$1.935	$1.935

____________

The accompanying notes are an integral part of the Consolidated Financial Statements.

PAGE 4

DOMINION RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS
(Unaudited)

ASSETS	September 30, 2002	December 31, 2001(1)
	(millions)
Current Assets
Cash and cash equivalents	$     183	$     486
Customer accounts receivable, net	2,087	1,770
Other accounts receivable	409	226
Inventories	687	577
Investment securities - trading	--	244
Derivative and energy trading assets	1,324	1,311
Margin deposit assets	147	30
Prepayments	158	384
Other	396	375
Total current assets	5,391	5,403
Investments
Investments in affiliates	489	490
Available for sale securities	587	393
Nuclear decommissioning trust funds	1,505	1,697
Other	576	580
Total investments	3,157	3,160
Property, Plant and Equipment
Property, plant and equipment	31,986	29,797
Accumulated depreciation, depletion and amortization	(12,103)	(11,433)
Total property, plant and equipment, net	19,883	18,364
Deferred Charges and Other Assets
Goodwill	4,240	4,210
Intangible assets, net	304	317
Regulatory assets, net	579	574
Prepaid pension cost	1,596	1,511
Derivative and energy trading assets	501	545
Other	268	285
Total deferred charges and other assets	7,488	7,442
Total assets	$35,919	$34,369

____________

The accompanying notes are an integral part of the Consolidated Financial Statements.

(1) The Consolidated Balance Sheet at December 31, 2001 has been derived from the audited Consolidated Financial Statements at that date.

PAGE 5

DOMINION RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS
(Unaudited)

LIABILITIES AND SHAREHOLDERS' EQUITY	September 30, 2002	December 31, 2001(1)
	(millions)
Current Liabilities
Securities due within one year	$2,080	$1,354
Short-term debt	1,745	1,859
Accounts payable, trade	1,955	1,776
Accrued interest, payroll and taxes	613	564
Derivative and energy trading liabilities	1,432	1,086
Other	591	839
Total current liabilities	8,416	7,478
Long-Term Debt
Long-term debt	11,552	11,797
Notes payable - affiliates	116	322
Total long-term debt	11,668	12,119
Deferred Credits and Other Liabilities
Deferred income taxes	3,822	3,812
Derivative and energy trading liabilities	612	322
Other	805	754
Total deferred credits and other liabilities	5,239	4,888
Total liabilities	25,323	24,485
Commitments and Contingencies (see Note 15)
Company Obligated Mandatorily Redeemable Preferred Securities of    Subsidiary Trusts(2)	1,397	1,132
Subsidiary Preferred Stock Not Subject To Mandatory Redemption	134	384
Common Shareholders' Equity
Common stock- no par(3)	7,891	7,129
Other paid-in capital	47	28
Accumulated other comprehensive income (loss)	(293)	289
Retained earnings	1,420	922
Total common shareholders' equity	9,065	8,368
Total liabilities and shareholders' equity	$35,919	$34,369

____________

The accompanying notes are an integral part of the Consolidated Financial Statements.

(1) The Consolidated Balance Sheet at December 31, 2001 has been derived from the audited Consolidated Financial Statements at that date.
⁽²⁾ Debt securities issued by Dominion Resources, Inc. and certain subsidiaries constitute 100 percent of the trusts' assets.
⁽³⁾ Common stock information: 500.0 million shares authorized; 279.0 million shares outstanding at September 30, 2002 and 264.7 million shares outstanding at December 31, 2001.

PAGE 6

DOMINION RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine Months Ended September 30,
	2002	2001
	(millions)
Net Cash Flows From (Used In) Operating Activities
Net income	$1,024	$   661
Adjustments to reconcile net income to cash from operating activities:
Depreciation, depletion, and amortization	1,043	973
Deferred income taxes	313	197
Net unrealized gains on energy trading contracts	(57)	(69)
Changes in:
Accounts receivable	(353)	446
Inventories	(104)	(145)
Unrecovered gas costs	(3)	263
Purchase and origination of mortgages	--	(1,528)
Proceeds from sale and principal collections of mortgages	--	993
Accounts payable, trade	170	(107)
Accrued interest, payroll, and taxes	65	(94)
Margin deposit assets and liabilities	(197)	462
Prepayments	226	156
Other	(222)	(369)
Net cash from operating activities	1,905	1,839
Cash Flows From (Used In) Investing Activities
Plant construction and other property additions	(901)	(874)
Purchases of prospects and gas and oil property	(1,114)	(620)
Loan originations	--	(364)
Repayment of loan originations	11	824
Proceeds from sale of business	--	639
Acquisition of businesses	(402)	(1,313)
Purchase of securities	--	(215)
Other	(152)	25
Net cash used in investing activities	(2,558)	(1,898)
Cash Flows From (Used In) Financing Activities
Repayment of short-term debt, net	(114)	(1,935)
Issuance of long-term debt	1,709	6,306
Repayment of long-term debt	(1,560)	(4,539)
Issuance of preferred securities of subsidiary trusts	400	550
Repayment of preferred securities of subsidiary trusts	(135)	--
Redemption of subsidiary preferred stock	(175)	--
Issuance of common stock	794	152
Common dividend payments	(525)	(479)
Other	(44)	11
Net cash from financing activities	350	66
Increase (decrease) in cash and cash equivalents	(303)	7
Cash and cash equivalents at beginning of period	486	360
Cash and cash equivalents at end of period	$   183	$   367
Supplemental Cash Flow Information
Noncash exchange of debt securities	$567	--

____________

The accompanying notes are an integral part of the Consolidated Financial Statements.

PAGE 7

DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.     Nature of Operations

Dominion Resources, Inc. (Dominion) is a holding company headquartered in Richmond, Virginia. Its principal subsidiaries are Virginia Electric and Power Company (Virginia Power), Consolidated Natural Gas Company (CNG) and Dominion Energy, Inc. (DEI). Dominion and CNG are registered holding companies under the Public Utility Holding Company Act of 1935 (1935 Act).

Virginia Power is a regulated public utility that generates, transmits and distributes electricity within a 30,000-square-mile area in Virginia and northeastern North Carolina. Virginia Power sells electricity to approximately 2.2 million retail customers, including governmental agencies, and to wholesale customers such as rural electric cooperatives, municipalities, power marketers and other utilities. Virginia Power, through an unregulated subsidiary, has trading relationships beyond its retail service territory and buys and sells wholesale electricity, natural gas and other energy commodities.

CNG operates in all phases of the natural gas business. Its regulated retail gas distribution subsidiaries serve approximately 1.7 million residential, commercial and industrial gas sales and transportation customers in Ohio, Pennsylvania and West Virginia. Its interstate gas transmission pipeline system serves each of its distribution subsidiaries, non-affiliated utilities and end use customers in the Midwest, Mid-Atlantic and Northeast. CNG's exploration and production operations are located in several major gas and oil producing basins in the United States, both onshore and offshore. CNG also provides a variety of energy marketing services.

DEI is an independent power producer and a natural gas and oil exploration and production company active in the United States and Canada.

Dominion manages its daily operations through three primary operating segments: Dominion Energy, Dominion Delivery and Dominion Exploration & Production. In addition, Dominion also reports its corporate and other operations as an operating segment. Assets remain wholly owned by the legal subsidiaries. See Note 17.

The term "Dominion" is used throughout this report and, depending on the context of its use, may represent any of the following: the legal entity, Dominion Resources, Inc., one of Dominion Resources, Inc.'s consolidated subsidiaries or the entirety of Dominion Resources, Inc. and its consolidated subsidiaries.

Note 2.    Significant Accounting Policies

As permitted by the rules and regulations of the Securities and Exchange Commission (SEC), the accompanying unaudited consolidated financial statements contain certain condensed financial information and exclude certain footnote disclosures normally included in annual audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles). These unaudited consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and Notes in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001.

In the opinion of Dominion's management, the accompanying unaudited consolidated financial statements contain all adjustments, including normal recurring accruals, necessary to present fairly Dominion's financial position as of September 30, 2002, and its results of operations for the three and nine-month periods and cash flows for the nine-month periods ended September 30, 2002 and 2001.

The accompanying unaudited consolidated financial statements include the accounts of Dominion Resources, Inc. and its subsidiaries, with all significant intercompany transactions and accounts eliminated in consolidation.

The accompanying unaudited consolidated financial statements reflect certain estimates and assumptions made by management in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from those estimates.

PAGE 8

DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Dominion reports certain contracts and instruments at fair value in accordance with generally accepted accounting principles. Market pricing and indicative price information from external sources are used to measure fair value when available. In the absence of this information, Dominion estimates fair value based on near-term and historical price information and statistical methods. For individual contracts, the use of differing assumptions could have a material effect on the contract's estimated fair value. See Note 2 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001 for a more detailed discussion of Dominion's estimation techniques.

The results of operations for the interim periods are not necessarily indicative of the results expected for the full year. Information for quarterly periods is affected by seasonal variations in sales, rate changes and other factors.

During the second quarter of 2002, Dominion extended the useful lives of most of its fossil fuel stations and electric distribution property based on depreciation studies that indicated longer lives were appropriate after considering the effects of aging and current and planned environmental expenditures. The new estimated useful lives of Dominion's property, plant and equipment are as follows: generation 20-65 years, transmission 30-70 years, distribution 23-53 years, and other 5-25 years. These changes in estimated useful lives reduced depreciation expense by $17 million and $25 million for the three months and nine months ended September 30, 2002. These changes are expected to reduce depreciation by approximately $40 million for the entirety of 2002 and approximately $60 million on an annual basis thereafter.

Certain amounts in the 2001 consolidated financial statements have been reclassified to conform to the 2002 presentation.

Note 3.     Recently Issued Accounting Standards

Asset Retirement Obligations

In 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations, which provides accounting requirements for the recognition and measurement of liabilities associated with the retirement of tangible long-lived assets. Under the standard, these liabilities will be recognized at fair value as incurred and capitalized as part of the cost of the related tangible long-lived assets. Accretion of the liabilities due to the passage of time will be an operating expense. Dominion has identified certain retirement obligations that will be subject to the standard and will adopt the standard effective January 1, 2003. These obligations include the decommissioning of its nuclear generation facilities, removal of certain storage tanks, the abandonment of certain natural gas pipelines and dismantlement and restoration activities for its gas and oil wells and platforms. At this time, management anticipates no adverse effect on Dominion's 2003 net income or its financial position as a result of adopting the standard. Dominion management's expectations are based on its interpretation of the standard and determination of underlying assumptions, such as discount rates and engineering estimates of the future cost and timing of removal activities to be performed, as of the date of this quarterly report. Further refinement of engineering estimates or changes in assumptions underlying the required calculations may be deemed appropriate before the standard is implemented. For more discussion, see Note 4 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001.

PAGE 9

DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Energy Trading Contracts

In October, the EITF rescinded EITF Issue No. 98-10, Accounting for Contracts involved in Energy Trading and Risk Management Activities, (EITF 98-10). The effect of this decision is that certain energy-related contracts, held for trading purposes, will no longer be subject to fair value accounting. Generally, the affected contracts are those energy-related contracts, held for trading purposes, that are not considered derivatives under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. Under EITF 98-10 accounting, the fair value of energy contracts was measured at each reporting date, with changes in fair value, including unrealized amounts, reported in earnings. Energy-related contracts affected by the rescission of EITF 98-10 will be subject to accrual accounting and thus recognized as revenue or expense at the time of contract settlement or termination. The EITF's decision is effective for all affected contracts initiated after October 25, 2002. However, for all affected contracts initiated earlier, the change is to be implemented as the cumulative effect of a change in accounting principle effective January 1, 2003.

The results of Dominion's trading operations will be impacted by the EITF's decision. However, the impact of the change is generally limited to the timing of recognition in earnings for those contracts affected; also, such contracts will no longer be reported at fair value on Dominion's balance sheet. Although Dominion has identified the types of contracts that are affected, it has not yet completed the assessment of the individual contracts involved.

Note 4.     Goodwill and Intangible Assets

In 2001, FASB issued SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 prohibits the amortization of goodwill and intangible assets with indefinite useful lives. SFAS No. 142 also requires that these assets be reviewed for impairment at least annually. Intangible assets with finite lives will continue to be amortized over their estimated useful lives.

Dominion adopted SFAS No. 142 on January 1, 2002. The discontinuance of goodwill amortization under SFAS No. 142 will result in an increase in net income of $95 million in 2002. Dominion is required to test its goodwill for impairment using a two-step process described in SFAS No. 142 on an annual basis or whenever events or circumstances indicate that the fair value of Dominion's reporting units may have been affected. The first step is a screen for potential impairment, while the second step measures the amount of the impairment, if any. Dominion completed the transitional goodwill impairment test during the second quarter of 2002 and found no instances of impairment.

Had the provisions of SFAS No. 142 requiring the discontinuance of goodwill amortization been applied for the three and nine months ended September 30, 2001, Dominion's net income and earnings per share would have been as follows:

	Amount	Basic Earnings Per Share	Diluted Earnings Per Share
Interim Periods:	(millions)
Three Months Ended September 30, 2001
Reported net income	$344	$1.38	$1.37
Add: Goodwill amortization	26	0.11	0.11
Adjusted net income	$370	$1.49	$1.48
Nine Months Ended September 30, 2001
Reported net income	$661	$2.67	$2.65
Add: Goodwill amortization	72	0.29	0.29
Adjusted net income	$733	$2.96	$2.94

PAGE 10

DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Other than a $24 million adjustment made during the first quarter of 2002 to the carrying amount of goodwill recognized as part of the purchase of Louis Dreyfus Natural Gas Corp. (Louis Dreyfus), there were no significant changes in the carrying amount of goodwill during the first nine months of 2002. See Note 5.

All of Dominion's intangible assets other than goodwill are subject to amortization. Amortization expense for intangible assets was $13 million and $9 million for the three months ended September 30, 2002 and 2001, respectively, and $38 million and $27 million for the nine months ended September 30, 2002 and 2001, respectively. There were no material acquisitions of intangible assets during the first nine months of 2002. The components of intangible assets at September 30, 2002 were as follows:

	Gross Carrying Amount	Accumulated Amortization
(millions)
Software and software licenses	$442	$187
Other	66	17
Total	$508	$204

Annual amortization expense for intangible assets is estimated to be $53 million for 2002, $52 million for 2003, $49 million for 2004, $43 million for 2005 and $40 million for 2006.

Note 5.     Acquisitions

Louis Dreyfus

On November 1, 2001, Dominion acquired all of the outstanding shares of common stock of Louis Dreyfus Natural Gas Corp., a natural gas and oil exploration and production company headquartered in Oklahoma City, Oklahoma, for $1.8 billion in common stock and cash. Dominion acquired Louis Dreyfus by merging it into a new subsidiary, Dominion Oklahoma Texas Exploration & Production, Inc. (DOTEPI), and then contributed DOTEPI to CNG. The purchase price allocation was completed during the first quarter of 2002 upon receipt of information from outside specialists, increasing liabilities and goodwill each by $24 million. All of the goodwill arising from the Louis Dreyfus acquisition has been allocated to the Dominion Exploration & Production segment for purposes of impairment testing under SFAS No. 142.

State Line

In June 2002, Dominion acquired 100 percent ownership of Mirant State Line Ventures, Inc. (State Line) from Mirant Corporation for approximately $185 million in cash. State Line's assets include a 515-megawatt coal-fired generation facility located near Hammond, Indiana. State Line is included in the Dominion Energy operating segment.

Cove Point

In September 2002, Dominion acquired 100 percent ownership of Cove Point LNG Limited Partnership (Cove Point) from The Williams Companies (Williams) for approximately $217 million in cash. In addition, in November 2002, Dominion paid Williams an additional $8 million representing additional development costs and changes in working capital incurred by Williams prior to closing. Cove Point's assets include a liquefied natural gas import facility located near Baltimore, Maryland that is under reconstruction, a liquefied natural gas storage facility and an approximately 85-mile natural gas pipeline. Dominion expects Cove Point to become fully operational in 2003 and expects to incur approximately $117 million of additional development costs. Cove Point is included in the Dominion Energy operating segment.

PAGE 11

DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Note 6.     Restructuring Activities

2001 Restructuring Plan

In the fourth quarter of 2001, after fully integrating Dominion's existing organization and operations with those of CNG, management initiated a focused review of Dominion's combined operations. As a result, Dominion recognized restructuring costs which included employee severance and termination benefits and the abandonment of leased office space no longer needed.

Under the 2001 restructuring plan, Dominion identified approximately 340 salaried positions to be eliminated and recorded $42 million in employee severance-related costs. Through September 30, 2002, Dominion had eliminated 254 positions.

The change in the liabilities for severance and related costs and lease termination costs during the first nine months of 2002 is presented below:

(millions)	Severance    Liability	Lease    Liability
Balance at December 31, 2001	$42	$10
Amounts paid	(21)	(1)
Balance at September 30, 2002	$21	$ 9

For additional information on restructuring activities, see Note 7 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001.

Note 7.     Earnings Per Share

The following table presents the calculation of Dominion's basic and diluted earnings per share:

(millions, except per share amounts)	Three Months Ended September 30,		Nine Months Ended September 30,
	2002	2001	2002	2001
Earnings per share - basic
Net income	$430	$344	$1,024	$661
Average shares of common stock outstanding - basic	278.3	248.3	274.2	247.3
Earnings per share - basic	$1.55	$1.38	$3.73	$2.67
Earnings per share - diluted
Net income	$430	$344	$1,024	$661
Average shares of common stock outstanding - basic	278.3	248.3	274.2	247.3
Net effect of dilutive stock options	1.4	2.0	1.9	2.4
Average shares of common stock outstanding - diluted	279.7	250.3	276.1	249.7
Earnings per share - diluted	$1.54	$1.37	$3.71	$2.65
Antidilutive options excluded from calculation of diluted average shares of common stock outstanding	7.6	2.1	5.1	1.0

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DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Note 8.     Comprehensive Income

For the three months ended September 30, 2002 and 2001, Dominion recognized total comprehensive income of $310 million and $481 million, respectively. For the nine months ended September 30, 2002 and 2001, Dominion recognized total comprehensive income of $442 million and $880 million, respectively. Other comprehensive income for the three-month and nine-month periods ended September 30, 2002 and 2001 related primarily to unrealized losses on available-for-sale investments held in certain decommissioning trusts and the effective portion of the changes in fair value of derivatives designated as hedging instruments in cash flow hedges (as described in more detail in Note 9).

Note 9.     Derivatives and Hedge Accounting

Dominion adopted SFAS 133 effective January 1, 2001. In connection with this adoption, Dominion recorded an after-tax charge to accumulated other comprehensive income (AOCI) of $183 million, net of taxes of $106 million, in the first quarter of 2001.

As of September 30, 2002, Dominion is hedging its exposure to the variability in future cash flows for certain forecasted transactions over periods of one to six years. Under the provisions of SFAS 133, Dominion records the effective portion of the changes in fair value of derivative contracts designated as cash flow in AOCI in the consolidated balance sheets. Derivative gains and losses reported in AOCI are reclassified as earnings in the periods in which earnings are impacted by the variability of cash flows of the underlying hedged transaction.

The portion of Dominion's other comprehensive income (loss) associated with the effective portion of the change in fair value of cash flow hedging derivatives, net of taxes and amounts reclassified to earnings, is as follows:

Three Months Ended September 30,		Nine Months Ended September 30,
2002	2001	2002	2001
(millions)		(millions)
$(19)	$174	$(477)	$457

Based on balances at September 30, 2002, Dominion expects to reclassify approximately $63 million of net gains from AOCI to earnings during the next twelve-month period. The actual amounts that will be reclassified to earnings over the next twelve months will vary from this amount as a result of changes in market prices. The effect of amounts being reclassified from AOCI to earnings will generally be offset by the recognition of the hedged transactions (e.g., anticipated sales) in earnings, thereby achieving the realization of prices contemplated by the underlying risk management strategies.

The ineffective portion of the change in fair value of both cash flow and fair value hedging derivatives is recognized in current period earnings. In addition, for options designated either as fair value or cash flow hedges, changes in time value are excluded from the measurement of hedge effectiveness and therefore recorded in earnings. Dominion recognized pre-tax increases (decreases) in earnings, representing hedge ineffectiveness and the change in time value, as follows:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2002	2001	2002	2001
Ineffectiveness:	(millions)		(millions)
Fair value hedges	$(1)	$(1)	$2	$(1)
Cash flow hedges	(4)	(1)	(21)	-
Total ineffectiveness	$(5)	$(2)	$(19)	$(1)
Change in options' time value:
Fair value hedges	-	-	$(1)	-
Cash flow hedges	-	$(21)	-	$(22)
Total change in options' time value	-	$(21)	$(1)	$(22)

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DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Note 10.     Margin Deposit Assets and Liabilities

Amounts reported as margin deposit assets represent funds held on deposit by various trading counterparties that resulted from credit exposures for Dominion exceeding agreed-upon credit limits. Amounts reported as margin deposit liabilities represent funds held by Dominion that resulted from credit exposures for various trading counterparties exceeding agreed-upon credit limits. These credit limits and the mechanism for calculating the amounts to be held on deposit are determined in the International Swap Dealers Association master agreements in place between Dominion and the counterparties. As of September 30, 2002 and December 31, 2001, Dominion had margin deposit assets of $147 million and $30 million, respectively, and margin deposit liabilities of $8 million and $88 million, respectively.

Note 11.     Ceiling Test

As more fully described in Note 2 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001, Dominion follows the full cost method of accounting for gas and oil exploration and production activities, as prescribed by the SEC. Under this method, capitalized costs are subject to a quarterly "ceiling test". Under the ceiling test, amounts capitalized are limited to the present value of estimated future net revenues to be derived from the production of proved gas and oil reserves. As currently permitted by the SEC, Dominion uses hedge-adjusted period-end prices to calculate the present value of estimated future net revenues. Such prices are used for the portion of anticipated production from proved reserves that is hedged by qualifying cash flow hedges. As of September 30, 2002, the use of period-end market prices rather than hedge-adjusted prices, as otherwise required by the full cost method, would not have resulted in an impai rment charge. Due to the volatility of gas and oil prices, it is reasonably possible that for some quarters, Dominion may satisfy the ceiling test using hedge-adjusted prices, whereas the use of period-end market prices without the effects of hedging could have resulted in an impairment charge.

Note 12.     Investments in Retained Interests from Mortgage Securitizations

During the second quarter of 2002, Dominion evaluated its ability to sell its retained interests from previously securitized mortgages. The evaluation process included discussions with various investment advisors, securitizers of mortgages and others in the mortgage industry. The result of that evaluation was that the retained interests were not readily saleable on terms that would be acceptable to Dominion. Therefore, during the second quarter of 2002, Dominion reclassified $236 million of retained interests from "trading" to "available-for-sale". While classifying the retained interests as trading, Dominion recognized $5 million of net realized and unrealized pre-tax losses in earnings through May 1, 2002. Beginning on May 1, 2002, unrealized gains and losses on the retained interests were recorded in other comprehensive income. As of September 30, 2002, $19 million of net unrealized pre-tax losses had been recorded in other comprehensive income. For additional discussion of retained interests and prior securitizations of loans, see Notes 2 and 13 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001.

Note 13.     Significant Financing Transactions

Joint Credit Facilities

In May 2002, Dominion, Virginia Power and CNG entered into two joint credit facilities that allow aggregate borrowings of up to $2 billion. The facilities include a $1.25 billion 364-day revolving credit facility that terminates in May 2003 and a $750 million three-year revolving credit facility that terminates in May 2005. These credit facilities replaced the $1.75 billion 364-day credit facility and Dominion's $300 million multi-year credit facility that matured during the second quarter of 2002. The new joint credit facilities will be used for working capital, as support for the combined commercial paper programs of Dominion, Virginia Power and CNG, and for other general corporate purposes. The three-year facility can also be used to support up to $200 million of letters of credit. At September 30, 2002, total outstanding commercial paper was $1.7 billion. At September 30, 2002, total outstanding letters of credit supported by the three-year facility were $65 million related pri marily to DEI.

CNG Credit Facility

In August 2002, CNG entered into a $500 million credit facility that terminates in August 2003. This credit facility will be used to support the issuance of letters of credit and commercial paper by CNG. At September 30, 2002, outstanding letters of credit under this facility totaled $325 million.

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DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Cove Point Bridge Facility

In September 2002, Dominion financed its acquisition of Cove Point with commercial paper supported by a $250 million revolving credit facility. The $250 million bridge facility expires in March 2003. See Note 5 to the Consolidated Financial Statements for a discussion of the Cove Point acquisition.

Extendible Commercial Notes

In addition to commercial paper, Virginia Power has, from time to time, sold extendible commercial notes (ECNs) to meet working capital requirements. ECNs are unsecured notes that Virginia Power sells in private placements. Any ECNs would have a stated maturity of 390 days from issuance and may be redeemed earlier at Virginia Power's option. At September 30, 2002, $50 million of ECNs were outstanding.

Long-Term Debt

During the first nine months of 2002, Dominion Resources, Inc. and its subsidiaries issued the following long-term debt:

Type	Principal	Rate	Maturity	Issuing Company
	(millions)
Medium-term notes	$250	3.875%	2004	Dominion Resources, Inc.
Equity-linked debt securities	330	5.75%	2008	Dominion Resources, Inc.
Senior notes	1,020	5.70%-6.25%	2012	Dominion Resources, Inc.
Senior notes(1)	650	5.375%	2007	Virginia Power
Medium-term notes(2)	83	5.72%	2005	Dominion Canada Finance Company
Bankers Acceptances(2)	13	3.58%	2003	Dominion Exploration Canada Ltd.
Total long-term debt issued	2,346
Less direct exchange(1)	(117)
Less direct exchange(3)	(520)
Total long-term debt issued excluding direct exchanges	$1,709

__________________________________

(1) During the first quarter of 2002, Virginia Power redeemed its $200 million, 6.75 percent 1997-A mortgage bonds due 2007. Virginia Power completed the redemption by issuing $650 million of 5.375 percent senior notes due 2007. The redemption included a direct exchange of senior notes for $117 million of mortgage bonds. Virginia Power used the remaining proceeds of senior notes to redeem the remaining $83 million of mortgage bonds and for general corporate purposes including the repayment of other debt.

(2) Securities are denominated in Canadian dollars but presented here in US dollars, based on exchange rates as of date of issuance.

(3) During the third quarter of 2002, Dominion redeemed its $200 million 7.40 percent Series D remarketable senior notes due 2012 and $250 million variable rate Series F remarketable senior notes due 2012 (Remarketable Senior Notes). In a direct exchange, Dominion completed the redemption by issuing $520 million of 5.70 percent Series 2002 C senior notes due 2012. The principal amount of the senior notes was determined by an exchange ratio that was based upon the fair value of the Remarketable Senior Notes. In addition, through September 2004, the interest rate for the senior notes may increase if the credit ratings established for Dominion Resources, Inc. senior unsecured debt securities by Standard & Poor's Ratings Group (Standard & Poor's), a division of The McGraw-Hill Companies, Inc. or Moody's Investor Service, Inc. (Moody's) decline. The total increase is limited to one percent and would continue for any period in which the downgrade is in effect.

During the first nine months of 2002, Dominion Resources, Inc. and its subsidiaries repaid $1.6 billion of long-term debt securities.

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DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Equity-Linked Debt Securities

In March 2002, Dominion issued $330 million of equity-linked debt securities. Dominion used the net proceeds for general corporate purposes, including the repayment of debt. Dominion had also issued $412.5 million of equity-linked debt securities in the fourth quarter of 2000. Each equity-linked debt security consists of a stock purchase contract and a senior note issued by Dominion. The stock purchase contracts obligate the holders to purchase from Dominion shares of Dominion common stock by a future settlement date. The purchase price is $50 and the number of shares to be purchased will be determined under a formula based upon the average closing price of Dominion common stock near the settlement date. The senior notes, or treasury securities in some instances, are pledged as collateral to secure the purchase of common stock under the related stock purchase contracts. The holders may satisfy their obligation under the stock purchase contracts by allowing the senior notes to be re marketed with the proceeds being paid to Dominion as consideration for the purchase of stock under the stock purchase contracts. Alternatively, holders may choose to continue holding the senior notes and use other resources as consideration for the purchase of stock under the stock purchase contracts.

Dominion makes quarterly interest payments on the senior notes and quarterly payments on the stock purchase contracts at the rates described below. Dominion has recorded the present value of the stock purchase contract payments as a liability, offset by a charge to common stock in shareholders' equity. Interest payments on the senior notes are recorded as interest expense and stock purchase contract payments are charged against the liability. Accretion of the stock purchase contract liability is recorded as interest expense. In calculating diluted earnings per share, Dominion applies the treasury stock method to the equity-linked debt securities. These securities did not have a significant effect on diluted earnings per share for the three and nine months ended September 30, 2002.

Under the terms of the stock purchase contracts, Dominion will issue between 6.7 million and 8.1 million shares of its common stock in November 2004 and between 4.1 million and 5.5 million shares of its common stock in May 2006. A total of 13.6 million shares of Dominion's common stock is reserved for issuance in connection with the stock purchase contracts.

Selected information about Dominion's equity-linked debt securities is presented below (amounts other than percentages are in millions):

Date of Issuance	Units Issued	Total Net Proceeds	Total Long-term Debt	Senior Note Annual Interest Rate	Stock Purchase Contract Annual Rate	Total Equity Charge	Stock Purchase Settlement Date	Maturity of Senior Notes
10/00	8.3	$400.1	$412.5	8.05%	1.45%	$20.7	11/04	11/06
3/02	6.6	$320.1	$330.0	5.75%	3.00%	$36.3	5/06	5/08

Common Stock

During the first nine months of 2002, Dominion received proceeds of $794 million from the issuance of common stock. In March 2002, Dominion issued approximately 10 million shares through an equity offering and received proceeds of $618 million. The remainder of the shares issued and proceeds received occurred through Dominion Direct (a dividend reinvestment and open enrollment direct stock purchase plan), employee savings plans and the exercise of employee stock options.

In October 2002, Dominion issued approximately 28 million shares through a public equity offering and received proceeds of approximately $1.1 billion. Net proceeds will be used for general corporate purposes, principally repayment of debt.

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DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trusts

In August 2002, Virginia Power Capital Trust II (Trust), a capital trust subsidiary of Virginia Power, issued $400 million of 7.375 percent trust preferred securities, representing preferred beneficial interests and 97 percent beneficial ownership in the assets held by the Trust. In exchange for the $400 million realized from the sale of the trust preferred securities and $12 million of common securities that represent the remaining three percent beneficial ownership interest in the assets held by the Trust, Virginia Power issued $412 million of its 2002 7.375 percent Junior Subordinated Notes (the Junior Subordinated Notes) due July 30, 2042. The Junior Subordinated Notes constitute 100 percent of the Trust's assets. The Trust must redeem the trust preferred securities when the Junior Subordinated Notes are repaid at maturity or if redeemed prior to maturity. The proceeds were used to redeem all shares of Virginia Power variable rate preferred stock as discussed below.

In September, 2002, Virginia Power Capital Trust I redeemed all outstanding trust preferred securities for $135 million and Virginia Power redeemed $139 million of Junior Subordinated Deferrable Interest Notes Series A held by the trust.

Preferred Stock

In September 2002, Virginia Power purchased and redeemed all shares of its variable rate preferred stock September 1992A Series, September 1992B Series, and October 1988 Series for $175 million, representing a price of $100 per share. In October 2002, Virginia Power redeemed its outstanding June 1989 Series variable rate preferred stock for $75 million, representing a price of $100 per share.

Note 14.      Subsidiary Dividend Restrictions

The 1935 Act prohibits registered holding companies and their subsidiaries from paying dividends out of capital or unearned surplus except when they have received specific SEC authorization. In January 2002, Dominion filed an application with the SEC for relief from the restriction on paying dividends out of unearned surplus of the subsidiary into which Louis Dreyfus was merged. The request was for relief up to an amount equal to Louis Dreyfus' retained earnings before the merger. As of September 30, 2002, the application was still pending with the SEC.

There have been no changes to other subsidiary dividend restrictions disclosed in Note 21 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001.

Note 15.     Commitments and Contingencies

Other than the environmental matter discussed below, there have been no significant developments regarding the commitments and contingencies disclosed in Note 27 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001, nor have any significant new matters arisen during the nine months ended September 30, 2002.

Leases with Special Purpose Entities

As described more fully in Note 27 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001, Dominion, through certain subsidiaries, has entered into agreements with special purpose entities (Lessors) in order to finance and lease several new power generation projects, as well as its corporate headquarters and aircraft. The Lessors have financing commitments from equity and debt investors totaling $2.2 billion, of which approximately $1.4 billion has been used for project costs incurred to date. There have been no significant changes to the estimated annual lease payments for these projects disclosed in Note 27 described above.

FASB expects to issue a new accounting standard regarding the accounting treatment for special purpose entities. The final provisions of this new standard may affect the accounting of these lease arrangements. If the special purpose entities were to be consolidated into Dominion's financial statements, Dominion would record both the project assets and related debt and minority interests on its balance sheet. Dominion is monitoring this FASB project and may consider other financing structures for these projects in the future. Dominion's management does not anticipate any changes in accounting requirements to impact planned levels of financing or its credit ratings.

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DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Environmental Matters

During 2000, Virginia Power received a Notice of Violation from the Environmental Protection Agency (EPA) alleging that Virginia Power failed to obtain New Source Review permits under the Clean Air Act prior to undertaking specified construction projects at the Mt. Storm Power Station in West Virginia. The Attorney General of New York filed a suit against Virginia Power alleging similar violations of the Clean Air Act at the Mt. Storm Power Station. Virginia Power also received notices from the Attorneys General of Connecticut and New Jersey of their intentions to file suit for similar violations. Management believes that Virginia Power has obtained the necessary permits for its generating facilities. Virginia Power has reached an agreement in principle with the federal government and the state of New York to resolve this situation. The agreement in principle includes payment of a $5 million civil penalty, a commitment of $14 million for environmental projects in Virginia, West Virgini a, Connecticut, New Jersey and New York, and a 12-year, $1.2 billion capital investment program for environmental improvements at Virginia Power's coal-fired generating stations in Virginia and West Virginia. Dominion had already committed to a substantial portion of the $1.2 billion expenditures for sulfur dioxide and nitrogen oxide emissions controls. The negotiations over the terms of a binding settlement have expanded beyond the basic agreement in principle and are ongoing. As of September 30, 2002, Dominion has recorded, on a discounted basis, $18 million for the civil penalty and environmental projects. In May 2002, the EPA issued a Section 114 request for information about whether projects undertaken at Virginia Power's Chesterfield, Chesapeake, Yorktown, Possum Point and Bremo Bluff power stations were properly permitted under the Clean Air Act's New Source Review requirements, to which Virginia Power responded in a timely manner.

In July 2002, the EPA issued a Section 114 request for information about whether Morgantown Energy Associates' facility in Morgantown, West Virginia is in compliance with environmental requirements. EPA made a site visit and at that time received the requested information. Morgantown Energy Associates is a 50 percent-owned investment accounted for by Dominion under the equity method.

Guarantees, Letters of Credit and Surety Bonds

In the ordinary course of business, Dominion Resources, Inc. and certain subsidiaries are party to various agreements providing financial or performance assurance to third parties on behalf of certain subsidiaries. Such agreements include guarantees, stand-by letters of credit and surety bonds. The amounts subject to certain of these agreements vary depending on the covered contracts actually outstanding at any particular point in time. Guarantees and stand-by letters of credit are used, when necessary, to support or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone basis. Accordingly, Dominion and certain subsidiaries entered into guarantees and stand-by letters of credit so the third parties would be willing to enter into contracts with the subsidiaries and to extend sufficient credit to facilitate the subsidiaries' accomplishment of intended commercial purposes. In such instances, guarantees may be used to limit exposures resulting from subsidiary bu siness activities to pre-defined amounts. To the extent a liability, subject to a guarantee, has been incurred by a consolidated subsidiary, such liability is included in Dominion's consolidated financial statements. Only in those limited instances where Dominion or certain subsidiaries enter into a guarantee on behalf of a party that is not consolidated in the preparation of Dominion's consolidated financial statements would performance under the agreement result in the recognition of additional liabilities in Dominion's consolidated financial statements.

Guarantees

At September 30, 2002 and December 31, 2001, outstanding guarantees totaled $4.7 billion and $4.4 billion, respectively. Dominion believes it unlikely that it would be required to perform or otherwise incur any losses associated with guarantees of its subsidiaries' obligations. Outstanding guarantees as of December 31, 2001 included $3.3 billion issued by Dominion Resources, Inc. and $1.1 billion issued by CNG. As of September 30, 2002, outstanding guarantees include $3.6 billion issued by Dominion Resources, Inc. and $1.1 billion issued by CNG and represented the following types of guarantees:

Guarantee of Consolidated Subsidiary Debt -- Dominion Resources, Inc. has guaranteed the payment of interest and principal of $538 million of subsidiary debt, primarily for certain subsidiaries of DEI. CNG has guaranteed the payment of interest and principal on $288 million of debt of DOTEPI. These debts are included in Dominion's consolidated balance sheet at September 30, 2002. In the event of default by the subsidiaries, Dominion Resources, Inc. or CNG, as applicable, would be obligated to repay such amounts.

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DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Guarantees Supporting Commodity Transactions of Consolidated Subsidiaries --Dominion Resources, Inc. has also guaranteed contract payments up to approximately $936 million primarily for certain subsidiaries of Virginia Power, CNG and DEI involved in energy marketing activities. CNG has also guaranteed contract payments up to approximately $760 million primarily for certain of its subsidiaries involved in natural gas and oil production and energy marketing activities. These guarantees were provided to counterparties in order to facilitate physical and financial transactions in gas, pipeline capacity, transportation, oil, electricity and related commodities and services. To the extent liabilities exist under the commodity-related contracts subject to these guarantees, such liabilities are included in Dominion's consolidated balance sheet at September 30, 2002. If any one of these subsidiaries fails to perform or pa y under the contracts and the counterparties seek performance or payment, Dominion Resources, Inc. or CNG, as applicable, would be obligated to satisfy such obligation. Dominion and CNG receive similar guarantees as collateral for credit extended by Dominion and CNG.

Guarantees Supporting Other Agreements -- Dominion Resources, Inc. has also guaranteed the following transactions:

• $26 million related to the future nuclear decommissioning obligations of certain DEI subsidiaries for the Millstone Power Station and $264 million related to potential retrospective premiums that could be assessed under Dominion's nuclear insurance programs for the Millstone Power Station, if there is a nuclear incident. The liability for future nuclear decommissioning is included in Dominion's consolidated balance sheet at September 30, 2002. See Note 16 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001 for more information on nuclear operations. Also, as part of satisfying certain NRC requirements concerned with ensuring adequate funding for Millstone's operations, Dominion has also agreed to provide up to $150 million to a DEI subsidiary, if requested by such subsidiary, to pay Millstone operating expenses.
• $91 million related to certain leases (fleet vehicles and computer hardware and software), primarily for Dominion Resources Services, Inc. (DRS) and CNG. To the extent such leases qualify as capital leases, the assets and related lease obligations are included in Dominion's consolidated balance sheet at September 30, 2002. For information on commitments for Dominion's leases, see Leases under Note 27 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001.
• $1.4 billion related to the leasing obligations of certain subsidiaries of DEI for several new power generation projects, as well as those of DRS for corporate headquarters and aircraft. See Leases with Special Purpose Entities above and Leases under Note 27 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001.
• $35 million if certain environmental events related to oil and gas producing activities conducted by certain CNG subsidiaries should occur in the future. If a liability should result from a future environmental event associated with such subsidiaries' operations, the liability would be reported in CNG's consolidated balance sheet.
• $35 million related to the obligations of a DEI subsidiary under a cross-currency swap agreement. If the subsidiary were to default on any amounts payable under the swap agreement, Dominion Resources, Inc. would be obligated to pay such amounts.
• $27 million related to guarantees for letters of credit issued primarily on behalf of certain subsidiaries of Dominion Capital, Inc. (DCI) and DEI.

Guarantees Supporting Related Parties -- Dominion Resources, Inc. has guaranteed $69 million related to officers' borrowings under the executive stock loan program. In the event of default by an officer, Dominion Resources, Inc. would be obligated to repay such loans and would recognize a charge to earnings and the related liability in its consolidated financial statements. Dominion's maximum exposure is $69 million if all officers defaulted on their loans and Dominion could not recover these amounts from the officers who are personally liable for repayment of the loans.

PAGE 19

DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Standby Letters of Credit

At September 30, 2002, CNG and DEI had authorized the issuance of standby letters of credit by a financial institution in the amounts of $325 million and $65 million, respectively, for the benefit of certain counterparties that had extended credit to these subsidiaries. In the unlikely event that CNG or DEI do not pay amounts when due under the covered contracts, any covered counterparty may present its claim for payment to the financial institution, which would then request payment from CNG or DEI, as applicable. The letters of credit of DEI are backed by the 3-year revolving credit facility that matures in May 2005. The letters of credit of CNG are backed by the CNG credit facility that matures in August 2003. See Note 13. As of September 30, 2002, no amounts had been presented for payment under these letters of credit.

Surety Bonds

At September 30, 2002, Dominion Resources, Inc. and Virginia Power had purchased $120 million of surety bonds, of which $57 million was associated with the financial assurance requirements imposed by the Nuclear Regulatory Commission with respect to the decommissioning of Virginia Power's nuclear units. Under the terms of the surety bonds related to nuclear decommissioning, Virginia Power is obligated to indemnify the respective surety bond company for any amounts paid. The liability for future nuclear decommissioning is included in Dominion's consolidated balance sheets at September 30, 2002. The remaining $63 million relates to surety bonds purchased by various Dominion subsidiaries for purposes, such as providing worker compensation coverage and obtaining licenses, permits and rights-of-way. To the extent liabilities are incurred as a result of the activities covered by the surety bonds, such liabilities would be included in Dominion's consolidated balance sheets until paid. Und er the terms of the surety bonds, Dominion Resources, Inc. is obligated to indemnify the respective surety bond company for any amounts paid on behalf of its subsidiaries.

Equity Contribution Commitment

CNG International Corporation, a subsidiary of CNG, is contractually obligated to make equity contributions of up to $100 million to an unconsolidated subsidiary in the event that the unconsolidated subsidiary is unable to service certain debt. CNG is contractually obligated to cause CNG International to make such equity contributions. As part of the final purchase price allocation for the CNG acquisition, Dominion established a liability for $100 million, reflecting amounts expected to be made pursuant to the equity contribution agreement.

Note 16.     Concentration of Credit Risk

Credit risk is the risk of financial loss to Dominion if counterparties fail to perform their contractual obligations. Dominion engages in transactions for the purchase and sale of products and services with major companies in the energy industry and with commercial and residential energy consumers. These transactions principally occur in the Northeast, Midwest and Mid-Atlantic regions of the United States. Management does not believe that this geographic concentration contributes significantly to Dominion's overall exposure to credit risk. Credit risk associated with trade accounts receivable from energy consumers is limited due to the large number of customers.

Dominion maintains credit policies with respect to its counterparties that management believes minimize overall credit risk. Where appropriate, such policies include the evaluation of a prospective counterparty's financial condition, collateral requirements and the use of standardized agreements that facilitate the netting of cash flows associated with a single counterparty. Dominion also monitors the financial condition of existing counterparties on an ongoing basis. Dominion maintains a provision for credit losses based upon factors surrounding the credit risk of its customers, historical trends and other information. Management believes, based on Dominion's credit policies and the September 30, 2002 provision for credit losses, that it is unlikely that a material adverse effect on its financial position, results of operations or cash flows would occur as a result of counterparty nonperformance.

PAGE 20

DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Dominion calculates its gross credit exposure for each counterparty as the unrealized fair value of derivative and energy trading contracts plus any outstanding receivables (net of payables, where netting agreements exist), prior to the application of collateral. In the calculation of net credit exposure, Dominion's gross exposure is reduced by collateral made available by counterparties, including letters of credit and cash received by Dominion and held as margin deposits. Presented below is a summary of Dominion's gross and net credit exposure as of September 30, 2002. The amounts presented exclude accounts receivable for retail electric and gas sales and services and regulated transmission services and Dominion's provision for credit losses.

	At September 30, 2002
(millions)	Gross Credit Exposure	Collateral	Net Credit Exposure
Investment grade counterparties(1)	$430	$58	$372
Rated non-investment grade counterparties(2)	121	11	110
Non-rated counterparties(3)	107	--	107
Total	$658	$69	$589

_______________________

(1) This category includes counterparties with minimum credit ratings of Baa3 assigned by Moody's and BBB- assigned by Standard & Poor's. The largest individual investment grade counterparty represents approximately 6 percent of the total gross credit exposure.

(2) This category includes counterparties with credit ratings that are below investment grade. The three largest rated non-investment grade counterparties, combined, represented 10 percent of the total gross credit exposure.

(3) This category includes counterparties that have not been rated by Moody's or Standard & Poor's. The largest individual non-rated counterparty represents approximately 2 percent of total gross credit exposure.

Note 17.     Operating Segments

Dominion manages its operations through the following operating segments:

Dominion Energy manages Dominion's generation portfolio, consisting of generating units and power purchase agreements. It also manages Dominion's energy trading, marketing, hedging and arbitrage activities; and gas pipeline and certain gas production and storage operations.

Dominion Delivery manages Dominion's electric and gas distribution systems, as well as customer service and electric transmission operations.

Dominion Exploration & Production manages Dominion's onshore and offshore gas and oil exploration, development and production operations. Operations are located on the outer continental shelf and deep water areas of the Gulf of Mexico and in selected regions in the lower 48 states and Canada.

Corporate and Other includes:

• corporate expenses of the Dominion and CNG holding companies (including interest not allocated to other segments);
• termination of certain long-term power purchase contracts in 2001 (see Note 27 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001); and
• the financial services operations of DCI. Through 2001, Dominion presented DCI as a separate operating segment. As Dominion substantially completed its exit strategy of this business in 2001, it no longer reports DCI as a separate operating segment beginning in 2002.

PAGE 21

DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

(millions)	Dominion Energy	Dominion Delivery	Dominion Exploration & Production	Corporate and Other	Eliminations	Consolidated Total
Three Months Ended September 30,
2002
Operating revenue - external customers	$1,561	$518	$409	$  57	--	$2,545
Operating revenue - intersegment	27	8	22	142	$(199)	--
Net income (loss)	273	111	90	(44)	--	430
2001
Operating revenue - external customers	$1,653	$515	$313	$63	--	$2,544
Operating revenue - intersegment	25	3	39	138	$(205)	--
Net income (loss)	288	68	78	(90)	--	344
Nine Months Ended September 30,
2002
Operating revenue - external customers	$4,353	$1,786	$1,202	$  171	--	$7,512
Operating revenue - intersegment	83	20	62	424	$(589)	--
Net income (loss)	585	330	271	(162)	--	1,024
2001
Operating revenue - external customers	$4,591	$2,295	$976	$189	--	$8,051
Operating revenue - intersegment	110	9	88	410	$(617)	--
Net income (loss)	596	273	234	(442)	--	661

For more information, see Note 30 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001.

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DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) discusses the results of operations and general financial condition of Dominion. MD&A should be read in conjunction with the Consolidated Financial Statements. "Dominion" is used throughout MD&A and, depending on the context of its use, may represent any of the following: the legal entity, Dominion Resources, Inc., one of Dominion Resources, Inc.'s consolidated subsidiaries, or the entirety of Dominion Resources, Inc. and its consolidated subsidiaries.

Risk Factors and Cautionary Statements That May Affect Future Results

This report contains statements concerning Dominion's expectations, plans, objectives, future financial performance and other statements that are not historical facts. These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify these forward-looking statements by words such as "anticipate," "estimate," "forecast," "expect," "believe," "should," "could," "plan," "may" or other similar words.

Dominion makes forward-looking statements with full knowledge that risks and uncertainties exist that may cause actual results to be materially different from the results predicted. Factors that could cause actual results to differ are often presented with the forward-looking statements themselves. In addition, other factors could cause actual results to differ materially from those indicated in any forward-looking statement. These factors include weather conditions; fluctuations in energy-related commodities prices and the effect these could have on Dominion's earnings, liquidity position, and the underlying value of its assets; trading counterparty credit risk; capital market conditions, including equity price risk due to marketable equity securities held as investments in trusts and benefit plans; changes in rating agency requirements; changes in accounting standards; the risks of operating businesses in regulated industries that are in the process of becoming deregulated; the transfer of control over electric transmission facilities to a regional transmission entity; completing the divestiture of DCI and CNG International; collective bargaining agreements and labor negotiations; and political and economic conditions (including inflation rates). Some more specific risks are discussed below.

Dominion bases its forward-looking statements on management's beliefs and assumptions using information available at the time the statements are made. Dominion cautions the reader not to place undue reliance on its forward-looking statements because the assumptions, beliefs, expectations and projections about future events may and often do materially differ from actual results. Dominion undertakes no obligation to update any forward-looking statement to reflect developments occurring after the statement is made.

Dominion's Operations Are Weather Sensitive-Dominion's results of operations can be affected by changes in the weather. Weather conditions directly influence the demand for electricity and natural gas and affect the price of energy commodities. In addition, severe weather, including hurricanes, winter storms and droughts, can be destructive, causing outages, property damage and requiring Dominion to incur additional expenses.

Dominion Is Subject to Complex Government Regulation Which Could Adversely Affect Its Operations-Dominion's operations are subject to extensive regulation and require numerous permits, approvals and certificates from various federal, state and local governmental agencies. Dominion must also comply with environmental legislation and other regulations. Management believes the necessary approvals have been obtained for Dominion's existing operations and that its business is conducted in accordance with applicable laws. However, Dominion remains subject to a varied and complex body of laws and regulations. New laws or regulations or the revision or reinterpretation of existing laws or regulations may require Dominion to incur additional expenses.

Costs of Environmental Compliance, Liabilities and Litigation Could Exceed Dominion's Estimates-Dominion is subject to rising costs that result from a steady increase in the number of federal, state and local laws and regulations designed to protect the environment. These laws and regulations can result in increased capital, operating and other costs as a result of compliance, remediation, containment and monitoring obligations, particularly with laws relating to power plant emissions. In addition, Dominion may be a responsible party for environmental clean up at a site identified by a regulatory body. Management cannot predict with certainty the amount and timing of all future expenditures related to environmental

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DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

matters because of the difficulty of estimating clean up costs and compliance, and the possibility that changes will be made to the current environmental laws and regulations. There is also uncertainty in quantifying liabilities under environmental laws that impose joint and several liability on all potentially responsible parties.

Capped Electric Rates in Virginia May Be Insufficient to Allow Full Recovery of Stranded and Other Costs-Under the Virginia Utility Restructuring Act, Dominion's electric base rates (excluding fuel costs and certain other allowable adjustments) remain unchanged until July 2007 unless modified consistent with that Act. The capped rates and wires charges that, where applicable, will be assessed to customers opting for alternative suppliers allow Dominion to recover certain generation-related costs and fuel costs; however, Dominion remains exposed to numerous risks of cost-recovery shortfalls. These include exposure to potentially stranded costs, future environmental compliance requirements, changes in tax laws, inflation and increased capital costs. See Management's Discussion and Analysis of Financial Condition and Results of Operations-Future Issues and Outlook-Regulated Electric Operations and Note 27 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001.

The Electric Generation Business is Increasingly Subject to Competition-Effective January 1, 2002, the generation portion of Dominion's electric utility operations in Virginia is open to competition and is no longer subject to cost-based rate regulation. As a result there will be increased pressure to lower costs, including the cost of purchased electricity. Because Dominion's electric utility generation business has not previously operated in a competitive environment, the extent and timing of entry by additional competitors into the electric market in Virginia is unknown. Therefore, it is difficult to predict the extent to which Dominion will be able to operate profitably within this new environment. In addition, the success of Dominion's merchant power plants is dependent upon its ability to find buyers willing to enter into power purchase agreements at prices sufficient to cover its operating costs. Recent short term, depressed spot and forward wholesale power prices during the past summer months have resulted in lower than expected revenues in Dominion's merchant power business and, if this continues into the future, will negatively affect Dominion's earnings.

There Are Inherent Risks in the Operation of Nuclear Facilities-Dominion operates nuclear facilities that are subject to inherent risks. These include the ability to dispose of spent nuclear fuel, the disposal of which is subject to complex federal and state regulatory constraints, the cost of and Dominion's ability to maintain adequate reserves for decommissioning, costs of plant maintenance and exposure to potential liabilities arising out of the operation of these facilities. Dominion maintains decommissioning trusts and external insurance coverage to minimize the financial exposure to these risks. However, it is possible that costs arising from claims could exceed the amount of any insurance coverage. In addition, in today's environment there is a heightened risk of a terrorist attack on the nation's nuclear plants. Dominion expects to incur increased security costs at its nuclear facilities.

The Use of Derivative Contracts Could Result in Financial Losses-Dominion uses derivatives including futures, forwards, options and swaps, to manage its commodity and financial market risks. In addition, Dominion purchases and sells commodity-based contracts in the natural gas, electricity and oil markets for trading purposes. In the future, Dominion could recognize financial losses on these contracts as a result of volatility in the market values of the underlying commodities or if a counterparty fails to perform under a contract. In the absence of actively quoted market prices and pricing information from external sources, the valuation of these financial instruments involves management's judgment or use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the value of the reported fair value of these contracts. For additional information concerning derivatives and commodity-based trading contracts, see Management's Discussion and Analysis of Financial Condition and Results of Operations-Market Rate Sensitive Instruments and Risk Management and Notes 2 and 15 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001.

Dominion Is Exposed to Market Risks Beyond Its Control in Its Energy Clearinghouse Operations-Dominion's energy clearinghouse and risk management operations are subject to multiple market risks including market liquidity, counterparty credit strength and price volatility. Many industry participants have experienced severe business downturns during the past year resulting in some being forced to exit or curtail their participation in the energy trading markets. This has led to a reduction in the number of trading partners, lower industry trading revenues and lower than expected revenues in Dominion's energy clearinghouse operations. Declining credit worthiness of some of Dominion's trading parties may limit the level of its trading activities with these parties and increase the risk that these counterparties may not perform under a contract.

PAGE 24

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Success of Dominion's Telecommunications Business Strategy is Dependent Upon Market Conditions-The current strategy of Dominion's joint venture in the telecommunications business is based upon its ability to deliver lit capacity, dark fiber and colocation services to its customers. The market for these services, like the telecommunications industry in general, is rapidly changing. Dominion cannot be certain that growth in demand for these services will occur as expected. If the market for these services fails to grow as quickly as anticipated or becomes saturated with competitors, including competitors using alternative technologies such as wireless, Dominion's investment in the telecommunications business , as well as the earnings from such investment, may be adversely affected. Additionally, the current market values of assets in the telecommunications industry have been subject to depressed market conditions; if these conditions continue, it could adversely affect the underlying value of Domini on's telecommunications investment.

Dominion's Exploration and Production Business is Dependent on Factors Including Commodity Prices Which Cannot Be Predicted or Controlled-Dominion's exploration and production business is subject to numerous risks beyond its control. These factors include fluctuations in natural gas and crude oil prices, results of future drilling and well completion activities and Dominion's ability to acquire additional land positions in competitive lease areas. Also, in connection with the use of financial derivatives to hedge future sales of gas and oil production, Dominion's liquidity may sometimes be affected by margin requirements, whereby Dominion must deposit funds with counterparties to cover the fair value of covered contracts in excess of agreed-upon credit limits. Some of those factors could have compounding effects that could further affect Dominion's financial results. For example, because Dominion follows the full cost method of accounting for gas and oil e xploration and production activities, short-term market declines in the prices of natural gas and oil could adversely affect its financial results. Under the full cost method, all direct costs of property acquisition, exploration and development activities are capitalized. The principal limitation is that these capitalized amounts may not exceed the present value of estimated future net revenues based on hedge-adjusted period-end prices from the production of proved gas and oil reserves (the ceiling test). If net capitalized costs exceed the ceiling test at the end of any quarterly period, then a permanent write-down of the assets must be recognized in that period.

An Inability to Access Financial Markets Could Affect the Execution of Dominion's Business Plan-Dominion relies on access to both short-term money markets and longer-term capital markets as a significant source of liquidity for capital requirements not satisfied by the cash flow of its operations. Management believes that Dominion and its subsidiaries will maintain sufficient access to these financial markets based upon current credit ratings. However, certain disruptions outside of Dominion's control may increase its cost of borrowing or restrict its ability to access one or more financial markets. Such disruptions could include an economic downturn, the bankruptcy of an unrelated energy company or changes to Dominion's credit ratings. Restrictions on Dominion's ability to access financial markets may affect its ability to execute its business plan as scheduled.

Changing Rating Agency Requirements Could Negatively Affect Dominion's Growth and Business Strategy-As of October 2002, Dominion's senior unsecured debt is rated BBB+, stable outlook, by Standard & Poor's and Baa1, negative outlook, by Moody's. Both agencies have recently implemented more stringent applications of the financial requirements for various ratings levels. In order to maintain its current credit ratings in light of these or future new requirements, Dominion may find it necessary to take steps or change its business plans in ways that may adversely affect its growth and earnings per share. A reduction in Dominion's credit ratings by either Standard & Poor's or Moody's could increase its borrowing costs and adversely impact its results of operations

Potential Changes in Accounting Practices May Adversely Affect Dominion's Financial Results-Recently discovered accounting irregularities in various industries have caused regulators and legislators to take a renewed look at accounting practices, financial disclosures and companies' relationships with their independent auditors. While it is still unclear what laws or regulations will develop, Dominion cannot predict the ultimate impact of any future changes in accounting regulations or practices in general with respect to public companies, the energy industry or in its operations specifically.

In addition, new accounting standards could be enacted by the FASB or the SEC which could impact the way Dominion is required to record revenues, expenses, assets and liabilities. These changes in accounting standards could lead to negative impacts on reported earnings or increases in liabilities, which in turn could affect Dominion's reported results of operations.

PAGE 25

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Operating Segments

In general, management's discussion of Dominion's results of operations focuses on the contributions of its operating segments. However, the discussion of Dominion's financial condition under Liquidity and Capital Resources is based on legal entities as Dominion transacts business in the financial markets on that basis. Dominion's three primary operating segments are Dominion Energy, Dominion Delivery and Dominion Exploration & Production. In addition, Dominion also presents its corporate, financial services and other operations as an operating segment. For more information on Dominion's business segments, see Note 17 to the Consolidated Financial Statements.

Critical Accounting Policies

See MD&A in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001 for a detailed discussion of Dominion's critical accounting policies. These policies include the accounting for risk management and energy trading contracts at fair value, accounting for gas and oil operations and accounting for regulated operations.

Results Of Operations

Dominion's discussion of its results of operations includes a summary of contributions by the operating segments to net income and diluted earnings per share, an overview of consolidated 2002 and 2001 results of operations and more detailed discussion of the results of operations of the operating segments.

(millions, except per share amounts)	Net Income		Diluted Earnings Per Share
Three Months Ended September 30,	2002	2001	2002	2001
Dominion Energy	$273	$288	$0.98	$1.15
Dominion Delivery	111	68	0.40	0.27
Dominion Exploration & Production	90	78	0.32	0.31
Net Income Contribution - Primary Segments	474	434	1.70	1.73
Corporate and Other	(44)	(90)	(0.16)	(0.36)
Consolidated Net Income/Earnings Per Share	$430	$344	$1.54	$1.37
Consolidated Operating Revenue	$2,545	$2,544
Consolidated Operating Expenses	$1,709	$1,764
Nine Months Ended September 30,	2002	2001	2002	2001
Dominion Energy	$585	$596	$2.12	$2.39
Dominion Delivery	330	273	1.19	1.09
Dominion Exploration & Production	271	234	0.98	0.94
Net Income Contribution - Primary Segments	1,186	1,103	4.29	4.42
Corporate and Other	(162)	(442)	(0.58)	(1.77)
Consolidated Net Income/Earnings Per Share	$1,024	$661	$3.71	$2.65
Consolidated Operating Revenue	$7,512	$8,051
Consolidated Operating Expenses	$5,341	$6,257

PAGE 26

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview of Consolidated Operating Results - Third Quarter 2002

Dominion earned $1.54 per diluted share in the third quarter of 2002, reflecting net income of $430 million and an increase of $86 million and $0.17 per diluted share over 2001.

• Third quarter 2002 results for Dominion's operating segments reflect primarily increases in regulated electric sales, resulting from comparably warmer weather during the current year quarter, and gas and oil production, reflecting the impact of the Louis Dreyfus acquisition, offset somewhat by lower average realized prices from gas and oil production. Partially offsetting these results were decreases in electric sales by Dominion's merchant generation fleet, reflecting primarily comparably lower prices for electricity. In addition, the contribution by Dominion's energy trading and wholesale electric marketing operations decreased, reflecting the effects of unfavorable price changes on energy contracts held but not yet settled, lower electric marketing sales and lower trading margins for both gas and electricity.
• The increase in net income also includes a $26 million benefit associated with the discontinuance of goodwill amortization in 2002 and a $10 million increase in operating income for DCI. Interest and related charges decreased $16 million, reflecting lower overall interest rates on outstanding debt, partially offset by interest on new issues of debt and trust preferred securities in late 2001 and the first nine months of 2002. Dominion's effective income tax rate decreased, reflecting a net $31 million effect of including certain subsidiaries in Dominion's consolidated state income tax returns. In addition, the effective tax rate decreased for foreign earnings, the impact of discontinuing amortization of goodwill for book purposes and other factors.

Overview of Consolidated Operating Results - Nine Months Ended September 30, 2002

Dominion earned $3.71 per diluted share in the first nine months of 2002, reflecting net income of $1.0 billion and an increase of $363 million and $1.06 per diluted share over 2001.

• The results for Dominion's operating segments for the first nine months of 2002 reflect primarily increases in regulated electric sales, resulting from comparably warmer weather during the current year quarter, and gas and oil production, reflecting the impact of the Louis Dreyfus acquisition, offset somewhat by lower average realized prices from gas and oil production. Partially offsetting these results were decreases in electric sales by Dominion's merchant generation fleet, reflecting primarily comparably lower prices for electricity. In addition, the contribution by Dominion's energy trading and wholesale electric marketing operations decreased, reflecting the effects of unfavorable price changes on energy contracts held but not yet settled, lower electric marketing sales and lower trading margins for both gas and electricity.
• The increase in net income also includes the impacts of: a $136 million after-tax charge recognized in 2001 in connection with the termination of certain long-term power purchase agreements; a $25 million after-tax loss recognized on the sale of Saxon Capital in 2001; a $72 million benefit associated with the discontinuance of goodwill amortization; and a $27 million increase in operating income for DCI. Interest and related charges decreased $47 million, reflecting lower overall interest rates on outstanding debt, partially offset by interest on new issues of debt and trust preferred securities in late 2001 and the first nine months of 2002. Dominion's effective income tax rate decreased, reflecting a net $31 million effect of including certain subsidiaries in Dominion's consolidated state income tax returns. In addition, the effective tax rate decreased for foreign earnings, the impact of discontinuing amortization of goodwill for book purposes and other factors.

PAGE 27

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Dominion Energy

	Three Months Ended September 30,		Nine Months Ended September 30,
(millions, except per share amounts)	2002	2001	2002	2001
Operating revenue	$1,588	$1,678	$4,436	$4,701
Operating expenses	1,123	1,170	3,357	3,545
Net income contribution	273	288	585	596
Earnings per share contribution	$0.98	$1.15	$2.12	$2.39
Electricity supplied* (million mwhrs)	29	27	76	72
Gas transmission throughput (bcf)	105	94	416	402

________________

* Amounts presented are for electricity supplied by utility and merchant energy operations and exclude volumes associated with electric trading activities.

Operating Results - Third Quarter 2002

Dominion Energy contributed net income of $273 million and $0.98 per diluted share for the third quarter of 2002, a decrease of $15 million and $0.17 per diluted share over 2001 results. The decrease in net income includes decreases in operating revenue ($90 million) partially offset by decreased operating expenses ($47 million), interest and related charges ($17 million) and income tax expense ($11 million). Interest and related charges and income taxes are discussed on a consolidated basis.

The decrease in operating revenue includes decreased revenues for non-regulated electric sales, non-regulated gas sales, and gas transportation and storage, partially offset by increased regulated electric sales revenue.

• Non-regulated electric sales revenue decreased $134 million. Revenue for sales by Dominion's merchant generation fleet and retail energy marketing operations had a net decrease of $37 million, reflecting the impact of lower prices of approximately $46 million, partially offset by an approximate $9 million increase related to comparably higher volumes. Revenue associated with electric trading, net of related cost of sales, and wholesale marketing operations decreased $97 million, reflecting the effect of unfavorable price changes on the fair value of contracts held and not yet settled, lower wholesale sales and lower trading margins. This decrease was principally driven by lower price volatility in all electric markets served by the electric trading operations and less utility generation available for wholesale sales due to higher demand requirements from Dominion's native load customer base.
• Non-regulated gas sales revenue decreased $28 million and includes a decrease of approximately $18 million associated with Dominion's gas trading operations, including $8 million of losses on the "economic hedges" discussed underSelected Information-Energy Trading Activitiesbelow. The remaining decrease in non-regulated gas sales revenue relates primarily to comparably lower sales revenue for Dominion's energy marketing operations, reflecting the discontinuance of certain operations in late 2001.
• Gas transportation and storage revenue decreased $28 million, reflecting primarily comparatively lower prices for these services.
• Regulated electric sales revenue increased $97 million. Comparably warmer temperatures and customer growth are estimated to have contributed $87 million and $12 million, respectively.

The decrease in operating expenses reflects primarily decreased purchased gas expense; liquids, pipeline capacity and other purchases expense and depreciation; partially offset by increased electric fuel and energy purchases and other taxes.

• Purchased gas expense decreased $51 million. The decrease reflects lower gas prices of $30 million and lower volumes in the energy marketing operations of $21 million.

PAGE 28

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

• Liquids, pipeline capacity and other purchases expense decreased $15 million, reflecting primarily comparably lower levels of rate recovery for certain transmission costs in the current year quarter. The difference between actual expenses and amounts recovered in the period are deferred pending future rate adjustments.
• Depreciation decreased $14 million reflecting primarily changes in the estimated useful lives of electric generation property. See Note 2 to the Consolidated Financial Statements for additional discussion.
• Electric fuel and energy purchases increased $28 million primarily in connection with comparably higher non-regulated retail electric sales volumes for the third quarter of 2002.
• Other taxes increased, reflecting primarily higher franchise taxes at Millstone.

Operating Results - Nine Months Ended September 30, 2002

Dominion Energy contributed net income of $585 million and $2.12 per diluted share for the first nine months of 2002, a decrease of $11 million over 2001 results and $0.27 per diluted share. The decrease in net income reflects primarily decreases in operating revenue ($265 million) partially offset by decreased operating expenses ($188 million), interest and related charges ($29 million) and income tax expense ($49 million). Interest and related charges and income taxes are discussed on a consolidated basis.

The decrease in operating revenue reflects decreased revenues for non-regulated gas sales, non-regulated electric sales and gas transportation and storage, partially offset by increased regulated electric sales revenue.

• Non-regulated gas sales revenue decreased $306 million and included a $269 million decrease in Dominion's gas aggregation and retail energy marketing operations, reflecting approximately $203 million associated with declining prices and $66 million associated with lower sales volumes. In addition, revenues associated with gas trading operations, net of related cost of sales, decreased $37 million. This decrease includes $52 million of net unrealized losses on the "economic hedges" described below under Selected Information-Energy Trading Activities. These losses were partially offset by higher trading volumes in gas and oil markets.
• Non-regulated electric sales decreased $12 million, including a $54 million decrease associated with electric trading, net of related cost of sales, and wholesale marketing operations, reflecting the effect of unfavorable price changes on contracts held and not yet settled, lower wholesale sales and lower trading margins. This decrease was principally driven by lower price volatility in all electric markets served by the electric trading operations and less utility generation available for wholesale sales due to higher demand requirements from Dominion's native load customer base. This decrease was partially offset by an increase of $42 million for sales by Dominion's merchant generation fleet and retail energy marketing operations. Higher volumes and new business contributed $179 million to this increase, reflecting largely the inclusion of Millstone operations for a full nine months during 2002. This increase was partially offset by the impact of comparably lower prices of approximat ely $137 million.
• Gas transportation and storage revenue decreased $48 million, reflecting approximately $56 million for comparably lower prices offset by approximately $8 million increase related to volumes.
• Regulated electric sales revenue increased $101 million. Comparably warmer temperatures and customer growth are estimated to have contributed $76 million and $32 million, respectively; partially offset by a $7 million decrease due to other factors, none of which was significant.

The decrease in operating expenses reflects decreases in purchased gas expense and liquids, pipeline capacity and other purchases, partially offset by an increase in electric fuel and energy purchases expenses and other operations and maintenance expense.

• Purchased gas expense decreased $276 million associated with Dominion's gas aggregation and retail energy marketing operations, reflecting approximately $155 million associated with declining prices and $120 million associated with lower purchased volumes.
• Liquids, pipeline capacity and other purchases decreased $43 million, reflecting primarily comparably lower levels of rate recoveries of certain transmission costs in the current year period. The difference between actual expenses and amounts recovered in the period are deferred pending future rate adjustments.

PAGE 29

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

• Electric fuel and energy purchases expense increased $36 million, reflecting an increase of $56 million associated with Dominion's non-regulated energy marketing operations. This increase includes a $64 million increase associated with higher volumes of electricity purchases partially offset by an estimated $8 million impact of comparably lower prices for electricity. Offsetting these increases were decreases of $20 million primarily due to a change in generation mix and comparably milder weather in the first quarter of 2002.
• Other operations and maintenance expense increased $95 million, including $122 million associated with the operations of Millstone, acquired in the second quarter of 2001, and new generation facilities that began operations in 2002. This increase was partially offset by decreases in general and administrative expenses.
• Depreciation expense did not change materially compared to the prior year as increases in depreciation associated with nine months of operations at Millstone in 2002, as compared to six months of operations in 2001, were offset by decreases in depreciation associated with changes in the estimated useful lives of other electric generation property.

Selected Information-Energy Trading Activities

See Selected Information-Energy Trading Activities in the MD&A of Dominion's Annual Report on Form 10-K for the year ended December 31, 2001 for a detailed discussion of the energy trading, hedging and arbitrage activities of the Dominion Energy Clearinghouse (Clearinghouse) and related accounting policies. For additional discussion of trading activities, see Market Rate Sensitive Instruments and Risk Management.

The Clearinghouse holds a portfolio of derivative financial contracts used by Dominion to manage the price risk of certain anticipated sales of Dominion Exploration & Production's 2002 natural gas production (economic hedges). Dominion has not designated these derivatives as hedges for accounting purposes and, as a result, its quarterly earnings will reflect the changes in their fair values until settled. For the third quarter of 2002, Dominion Energy recognized a net loss of $8 million related to the economic hedges, comprised of $9 million of losses related to contract settlements, offset by $1 million of unrealized gains. For the first nine months of 2002, Dominion Energy recognized a net loss of $52 million comprised of $37 million of unrealized losses and $15 million of losses related to contract settlements.

Fourth quarter 2002 earnings will reflect financial settlement of the economic hedges as well as the anticipated gas sales at then current market prices. For the entirety of 2002, Dominion expects the combination of the anticipated gas sales by Dominion Exploration & Production and the economic hedges to result in a range of prices for those sales as contemplated by its risk management strategy.

PAGE 30

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

In the third quarter of 2002, Dominion entered into a group of derivative contracts to economically hedge certain anticipated sales of 2003 natural gas production. Similar to the economic hedges of 2002 natural gas production discussed above, Dominion has not designated these derivatives as hedges for accounting purposes. While Dominion expects the combination of anticipated gas sales by Dominion Exploration & Production and the settlement of the derivative contracts to result in a range of prices for those sales as contemplated by its risk management strategy, quarterly earnings will reflect any unrealized gains or losses resulting from the change in the fair value of the derivative contracts until the derivative contracts are settled and the related natural gas production is sold. The impact of the 2003 economic hedges on the third quarter of 2002 was not material.

A summary of the changes in the unrealized gains and losses in Dominion's energy trading contracts, including the economic hedges described above, during the first nine months of 2002 follows:

	Energy Trading Contracts
	(millions)
Net unrealized gain at December 31, 2001	$ 165
Contracts realized or otherwise settled during the period	(2)
Net unrealized gain at inception of contracts initiated during the period	38
Changes in valuation techniques	6
Other changes in fair value	(2)
Net unrealized gain at June 30, 2002	205
Contracts realized or otherwise settled during the period	3
Net unrealized gain at inception of contracts initiated during the period	--
Changes in valuation techniques	--
Other changes in fair value	14
Net unrealized gain at September 30, 2002	$222

The balance of net unrealized gains and losses in Dominion's energy trading contracts, including the economic hedges discussed above, at September 30, 2002 is summarized in the following table based on the approach used to determine fair value and the contract settlement or delivery dates:

	Maturity Based on Contract Settlement or Delivery Date(s)
Source of Fair Value	Less than 1 year	1-2 years	2-3 years	3-5 years	Greater than 5 years	Total
	(millions)
Prices actively quoted	$61	$16	$14	--	--	$ 91
Prices provided by other external sources	--	13	15	$18	$8	54
Prices based on models and other valuation methods	18	14	14	12	19	77
Total	$79	$43	$43	$30	$27	$222

PAGE 31

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Dominion Delivery

	Three Months Ended September 30,		Nine Months Ended September 30,
(millions, except per share amounts)	2002	2001	2002	2001
Operating revenue	$526	$518	$1,806	$2,304
Operating expenses	302	349	1,150	1,710
Net income contribution	111	68	330	273
Earnings per share contribution	$0.40	$0.27	$1.19	$1.09
Electricity delivered (million mwhrs)	22	20	57	56
Gas throughput (bcf)	43	43	244	259

Operating Results - Third Quarter 2002

Dominion Delivery contributed net income of $111 million and $0.40 per diluted share for the third quarter of 2002, an increase of $43 million and $0.13 per diluted share over 2001 results. The increase in net income reflects primarily increased operating revenue ($8 million) and decreased operating expenses ($47 million).

The increase in operating revenue included increased regulated electric sales revenue and other revenue, partially offset by decreased regulated gas sales revenue.

• Regulated electric sales increased $36 million, reflecting an estimated $41 million resulting from comparably warmer temperatures in the third quarter and an estimated $6 million as a result of customer growth; partially offset by a decrease of $11 million due to other factors, none of which was significant.
• Regulated gas sales revenue decreased $36 million and was partially offset by a $30 million decrease in purchased gas expense. These decreases reflect lower gas prices and lower volumes due primarily to comparably warmer weather during the comparative periods.
• Other revenue increased $9 million reflecting higher revenues for miscellaneous services.

The decrease in operating expenses reflects primarily lower purchased gas expense (discussed with regulated gas sales revenue above), other operations and maintenance expenses and depreciation.

• Other operations and maintenance expense decreased $9 million, reflecting primarily a net reduction in general and administrative expenses.
• Depreciation decreased $6 million reflecting primarily the effect of changes in the estimated useful lives of electric distribution assets during the second quarter of 2002.

Operating Results - Nine Months Ended September 30, 2002

Dominion Delivery contributed net income of $330 million and $1.19 per diluted share for the first nine months of 2002, an increase of $57 million and $0.10 per diluted share over 2001 results. The increase in net income reflects decreases in operating expenses ($560 million), interest and related charges ($20 million) and income taxes ($19 million), partially offset by lower operating revenue ($498 million). Interest and related charges and income taxes are discussed on a consolidated basis.

The decrease in operating revenue included lower regulated gas sales revenue, partially offset by increased regulated electric sales revenue and gas transportation and storage revenue.

• Regulated gas sales revenue decreased $582 million and was partially offset by a $512 million decrease in purchased gas expense. These decreases reflect lower gas prices and lower volumes due primarily to comparably warmer weather during the comparative periods.
• Regulated electric sales increased $42 million, reflecting an estimated $36 million resulting from comparably warmer temperatures and an estimated $15 million as a result of customer growth; partially offset by a decrease of $8 million due to other factors, none of which was significant.

PAGE 32

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

• Gas transportation and storage revenue increased $21 million reflecting a shift of customer status from regulated gas sales to gas transportation service in connection with the migration of customers to other service providers, partially offset by a reduction in volumes, reflecting comparatively warmer weather during the period. The migration of customers does not generally affect net income, as the recognition of the cost of gas delivered is matched against rate recoveries.

The decrease in operating expenses reflects primarily lower purchased gas expense (discussed with regulated gas sales revenue above), other operations and maintenance expenses and depreciation.

• A $38 million decrease in other operations and maintenance expense reflects primarily lower general and administrative expenses and reduced expenditures for contractors.
• Depreciation decreased $6 million reflecting primarily the effect of changes in the estimated useful lives of electric distribution assets during the second quarter of 2002.

Dominion Exploration & Production

	Three Months Ended September 30,		Nine Months Ended September 30,
(millions, except per share amounts)	2002	2001	2002	2001
Operating revenue	$431	$352	$1,264	$1,064
Operating expenses	281	222	831	675
Net income contribution	90	78	271	234
Earnings per share contribution	$0.32	$0.31	$0.98	$0.94
Gas production (bcf)	97	64	285	198
Oil production (million bbls)	2	2	7	5
Average realized prices with hedging results*
Gas (per mcf)	$3.37	$4.20	$3.33	$3.82
Oil (per bbl)	$24.15	$24.54	$22.96	$25.06
Average prices without hedging results
Gas (per mcf)	$2.92	$2.74	$2.78	$4.48
Oil (per bbl)	$25.20	$24.54	$23.54	$25.55

________________

*Average realized prices with hedging results do not include the effects of the "economic hedges" discussed in the operating results of the Dominion Energy segment.

Operating Results - Three and Nine Months Ended September 30, 2002

Dominion Exploration & Production contributed net income of $90 million and $271 million for the three and nine months ended September 30, 2002, respectively. These results reflect an increase of $12 million, or $0.01 per diluted share, and $37 million, or $0.04 per diluted share, for the three and nine months ended September 30, 2002. These results reflect higher overall production levels of gas and oil, offset partially by lower average realized prices, as hedged.

Operating revenue increased $79 million and $200 million for the comparative third quarters and nine month periods, reflecting higher overall production as a result of the Louis Dreyfus acquisition. Average realized hedged prices for both gas and oil decreased for the comparative quarters and nine month periods.

PAGE 33

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Operating expenses increased $59 million and $156 million for the three and nine months ended September 30, 2002, respectively, and reflect primarily the impact of including Louis Dreyfus operations in 2002. The increased expenses included higher depreciation, depletion and amortization expense associated with the higher levels of production noted above, partially offset by lower rates due primarily to a change in cost structure resulting from the acquisition of Louis Dreyfus.

Corporate and Other

	Three Months Ended September 30,		Nine Months Ended September 30,
(millions, except per share amounts)	2002	2001	2002	2001
Net loss	(44)	(90)	(162)	(442)
Earnings per share impact	$(0.16)	$(0.36)	$(0.58)	$(1.77)

Operating Results - Third Quarter 2002

The net loss associated with corporate and other operations for the third quarter of 2002 was $44 million and $(0.16) per diluted share, a decrease of $46 million and $0.20 per diluted share as compared to 2001. The decrease in net loss reflects primarily:

• the $22 million impact of the discontinuance of goodwill amortization effective January 1, 2002,
• the $18 million net effect of including certain subsidiaries in Dominion's consolidated state income tax returns, and
• a $10 million increase in DCI operating income, reflecting primarily higher earnings from its remaining operations.

Operating Results - Nine Months Ended September 30, 2002

The net loss associated with corporate and other operations for the first nine months of 2002 was $162 million and $(0.58) per diluted share, a decrease of $280 million and $1.19 per diluted share as compared to 2001. Operating expenses for 2001 were comparatively higher as a result of:

• a $220 million charge, reported in operations and maintenance expense, related to the termination of certain long-term power purchase contracts,
• a $40 million pre-tax loss on the sale of Saxon Capital,
• the decrease in operating expenses also reflects a $66 million reduction in amortization expense, reflecting the discontinuance of goodwill amortization.
• the $18 million net effect of including certain subsidiaries in Dominion's consolidated state income tax returns, and
• a $27 million increase in DCI operating income, reflecting primarily lower operating expenses, as a result of divestitures in 2001, and higher earnings from its remaining operations.

Liquidity and Capital Resources

Dominion and its subsidiaries depend on both internal and external sources of liquidity to provide working capital and to fund capital requirements. Short-term cash requirements not met by the cash flow from operations are generally satisfied with proceeds from short-term borrowings. Long-term cash needs are met through sales of securities.

PAGE 34

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Internal Sources of Liquidity

As presented on Dominion's Consolidated Statements of Cash Flows, operating cash flow was $1.9 billion and $1.8 billion for the nine months ended September 30, 2002 and 2001, respectively. Operating cash flows for these periods are presented as a reconciliation of net income, with adjustments made to remove non-cash items (such as depreciation and unrealized gains or losses) and changes in working capital to reflect the actual timing of cash receipts and payments during the period. Dominion's management believes that its operations provide a stable source of cash flow sufficient to contribute to planned levels of capital expenditures and maintain current dividends. As noted above, Dominion uses a combination of debt and equity securities to fund capital requirements not covered by the timing or amounts of operating cash flows. As discussed under Credit Ratings and Capital Requirements below, Dominion is taking steps to improve its financial position in response to current credit rating requirements. As a result of these measures, Dominion may choose to postpone or cancel certain planned capital expenditures, to the extent they are not fully covered by operating cash flows, in order to mitigate the need for future debt financings, except for financings to cover normal maturities and redemptions.

The Company's operations are subject to risks and uncertainties that may negatively impact cash flows from operations. See the discussion of such factors in Internal Sources of Liquidity in the MD&A of the Company's Annual Report on Form 10-K for the year ended December 31, 2001.

External Sources of Liquidity

During the first nine months of 2002, Dominion and its subsidiaries issued long-term debt (net of exchanged debt), trust preferred securities and common stock totaling approximately $3 billion. The proceeds were used primarily to repay other debt and finance capital expenditures. See Note 13 to the Consolidated Financial Statements for further discussion of significant financing transactions.

Credit Facilities and Short-Term Debt

Dominion and certain subsidiaries use short-term debt, primarily commercial paper, to fund working capital requirements and as bridge financing for acquisitions. The levels of borrowing may vary significantly during the course of the year, depending upon the timing and amount of cash requirements not satisfied by cash from operations. The commercial paper programs are supported by various credit facilities as discussed below. As of September 30, 2002, Dominion and its subsidiaries had the following short-term debt outstanding and capacity available under credit facilities:

	Facility Limit	Outstanding Commercial Paper	Outstanding Letters of Credit	Facility Capacity Remaining
364-day revolving credit facility	$1,250
Three-year revolving credit facility	750
Total joint credit facilities(1)	$2,000	$1,445	$ 65	$490
CNG Credit Facility(2)	$  500	--	$325	$175
Cove Point Bridge Facility(3)	$  250	$  250	--	--
Totals		$1,695	$390	$665
ECNs(4)		$   50
Total short-term debt		$1,745

__________________________

(1) In May 2002, Dominion, Virginia Power and CNG entered into two joint credit facilities that allow aggregate borrowings up to $2 billion. The facilities include a $1.25 billion 364-day revolving credit facility that terminates in May 2003 and a $750 million 3-year revolving credit facility that terminates in May 2005. These credit facilities replaced the $1.75 billion 364-day credit facility and Dominion's $300 million multi-year credit facility that matured during the second quarter of 2002. The new joint credit facilities will be used for working capital, as support for the combined commercial paper programs and letters of credit of Dominion, Virginia Power and CNG, and other general corporate purposes. The outstanding letters of credit at September 30, 2002 related primarily to DEI.

(2) In August 2002, CNG entered into a $500 million credit facility that terminates in August 2003. This credit facility will be used to support the issuance of letters of credit and commercial paper by CNG.

(3) In September 2002, Dominion financed its acquisition of Cove Point with commercial paper supported by a $250 million revolving credit facility. The $250 million bridge facility expires in March 2003.

(4) In addition to commercial paper, Virginia Power issued ECNs to meet working capital requirements.

PAGE 35

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Long-Term Debt

During the first nine months of 2002, Dominion Resources, Inc. and its subsidiaries issued the following long-term debt:

Type	Principal	Rate	Maturity	Issuing Company
	(millions)
Medium-term notes	$250	3.875%	2004	Dominion Resources, Inc.
Equity-linked debt securities	330	5.75%	2008	Dominion Resources, Inc.
Senior notes	1,020	5.70%-6.25%	2012	Dominion Resources, Inc.
Senior notes(1)	650	5.375%	2007	Virginia Power
Medium-term notes(2)	83	5.72%	2005	Dominion Canada Finance Company
Bankers Acceptances(2)	13	3.58%	2003	Dominion Exploration Canada Ltd.
Total long-term debt issued	2,346
Less direct exchange(1)	(117)
Less direct exchange(3)	(520)
Total long-term debt issued, excluding direct exchanges	$1,709

__________________________________

(1) During the first quarter of 2002, Virginia Power redeemed its $200 million, 6.75 percent 1997-A mortgage bonds due 2007. Virginia Power completed the redemption by issuing $650 million of 5.375 percent senior notes due 2007. The redemption included a direct exchange of senior notes for $117 million of mortgage bonds. Virginia Power used the remaining proceeds of senior notes to redeem the remaining $83 million of mortgage bonds and for general corporate purposes including the repayment of other debt.

(2) Securities are denominated in Canadian dollars but presented here in US dollars, based on exchange rates as of date of issuance.

(3) During the third quarter of 2002, Dominion redeemed its $200 million 7.40 percent Series D remarketable senior notes due 2012 and $250 million variable rate Series F remarketable senior notes due 2012 (Remarketable Senior Notes). In a direct exchange, Dominion completed the redemption by issuing $520 million of 5.70 percent 2002 Series C senior notes due 2012. The principal amount of the senior notes was determined by an exchange ratio that was based upon the fair value of the Remarketable Notes. In addition, through September 2004, the interest rate for the senior notes may increase if the credit ratings established by Moody's or Standard & Poor's for Dominion Resources, Inc. senior unsecured debt securities decline. The total increase is limited to one percent and would continue for any period in which the downgrade is in effect.

During the first nine months of 2002, Dominion Resources, Inc. and its subsidiaries repaid $1.6 billion of long-term debt securities.

Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trust and Preferred Stock

In August 2002, Virginia Power, through a capital trust subsidiary, issued $400 million of 7.375 percent trust preferred securities. The trust preferred securities must be redeemed when the trust's sole assets, the Junior Subordinated Notes due 2042 issued by Virginia Power, are repaid. Virginia Power used the net proceeds from the sale of trust preferred securities primarily to redeem its:

• variable rate preferred stock September 1992A Series, September 1992B Series, and October 1988 Series for $175 million in September 2002;
• variable rate preferred stock June 1989 Series for $75 million in October 2002; and aggregate principal amount of 8.05 percent trust preferred securities of Virginia Power Capital Trust I for $135 million.

See Note 13 to the Consolidated Financial Statements for additional discussion of the capital trust securities.

PAGE 36

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Issuance of Common Stock

During the first nine months of 2002, Dominion received proceeds of $794 million from the issuance of common stock. In March 2002, Dominion issued approximately 10 million shares through an equity offering and received proceeds of $618 million. The remainder of the shares issued and proceeds received occurred through Dominion Direct (a dividend reinvestment and open enrollment direct stock purchase plan), employee savings plans and the exercise of employee stock options.

In October 2002, Dominion issued approximately 28 million shares through a public equity offering and received proceeds of $1.1 billion. Net proceeds will be used for general corporate purposes, principally repayment of debt.

Amounts Available under Shelf Registrations

At September 30, 2002, Dominion Resources, Inc., Virginia Power, and CNG had approximately $4.2 billion, $1.8 billion, and $1.5 billion, respectively, of available capacity under currently effective shelf registrations. Securities that may be issued under these shelf registrations, depending upon the registrant, include senior notes (including medium-term notes), subordinated notes, first and refunding mortgage bonds, trust preferred securities, preferred stock and common stock.

The October issuance of common stock by Dominion Resources, Inc. reduced its available capacity under currently effective shelf registration statements by $1.1 billion.

Credit Ratings

In the External Sources of Liquidity section of MD&A in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001, Dominion discussed the use of capital markets by Dominion Resources, Inc., Virginia Power and CNG (the Dominion Companies), as well as the impact of credit ratings on the accessibility and costs of using these markets. In October 2002, Standard & Poor's downgraded its credit ratings for Virginia Power's debt, preferred securities of subsidiary trust, preferred stock and commercial paper. According to Standard & Poor's, the downgrade is the result of a review of regulatory insulation in Virginia. Standard & Poor's concluded that regulatory insulation in Virginia is no better than other states with regulatory insulation, and therefore, merits only a one-notch differential over Dominion's consolidated credit rating versus the previous two-notch differential. Standard & Poor's noted that Virginia Power's downgrade is not reflecti ve of any diminished credit protection measures, as Virginia Power's credit protection measures on a stand-alone basis remain strong. In addition, in September 2002, Moody's placed the ratings of Dominion Resources, Inc. and CNG on negative outlook. Dominion has been working closely with both Moody's and Standard & Poor's with the objective of maintaining its current credit ratings. Recent steps to improve the agencies' view of its financial position include the reduction of planned capital spending and related borrowings, as discussed below, and the issuance in October 2002 of $1.1 billion of common stock. As discussed in Risk Factors and Cautionary Statements That May Affect Future Results, in order to maintain its current ratings, Dominion may find it necessary to take further steps or change its business plans, and such changes may adversely affect its growth and earnings per share. Credit ratings for the Dominion Companies as of October 2002 follow:

	Standard & Poor's	Moody's
Dominion Resources, Inc.
Senior unsecured debt securities	BBB+	Baa1
Preferred securities of subsidiary trusts	BBB-	Baa2
Commercial paper	A-2	P-2
Virginia Power
Mortgage bonds	A-	A2
Senior unsecured (including tax-exempt) debt securities	BBB+	A3
Preferred securities of subsidiary trust	BBB	Baa1
Preferred stock	BBB	Baa2
Commercial paper	A-2	P-1
CNG
Senior unsecured debt securities	BBB+	A3
Preferred securities of subsidiary trust	BBB-	Baa1
Commercial paper	A-2	P-2

PAGE 37

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Debt Covenants

In the External Sources of Liquidity section of MD&A in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001, Dominion discussed various covenants present in the enabling agreements underlying the Dominion Companies' debt. As of September 30, 2002, there have been no changes to or events of default under Dominion's debt covenants.

Investing Activities

During the first nine months of 2002, investing activities resulted in a net cash outflow of $2.6 billion, reflecting the following primary investing activities:

• capital expenditures of $901 million that included construction and expansion of generation facilities, environmental upgrades, purchase of nuclear fuel, and construction and improvements of gas and electric transmission and distribution assets;
• capital expenditures of $1.1 billion that included the purchase and development of gas and oil producing properties, drilling and equipment costs and undeveloped lease acquisitions; and
• acquisition of State Line for $185 million and Cove Point for $217 million.

Capital Requirements

Dominion's planned capital expenditures are expected to be approximately $2.6 billion for each of the years 2002, 2003 and 2004. Although the composition of expenditures may have changed and total expenditures are expected to be lower than amounts originally forecasted in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001, the nature of such expenditures is generally the same. Dominion expects to fund its capital expenditures with cash from operations, and to the extent necessary, with a combination of sales of securities and short-term borrowings.

Contractual Cash Obligations and Commitments

As of September 30, 2002, other than scheduled maturities of new debt issued during the first nine months of 2002, there have been no significant changes to the contractual obligations and commitments previously disclosed in the Contractual Cash Obligations and Commitments section of MD&A in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001.

Future Issues

The following discussion of future issues and other information includes current developments of previously disclosed matters and new issues arising during the period covered by and subsequent to these financial statements. This section should be read in conjunction with Future Issues and Outlook in MD&A included in Dominion's Annual Report on Form 10-K for the year ended December 31, 2001.

Regulated Electric Operations

Separation of Electric Generation and Delivery Operations

The Virginia Electric Utility Restructuring Act (Virginia Restructuring Act) was enacted in 1999 and, among other things, addressed divestiture, functional separation and other corporate relationships. The Virginia Restructuring Act required Virginia's electric utilities to file with the Virginia State Corporation Commission (Virginia Commission) their plans to separate generation from transmission and distribution operations.

Dominion's proposed separation plan included transferring the generation assets and operations, including its non-utility power purchase contracts, from its regulated electric utility, Virginia Power, to a separate affiliated company. In December 2001, the Virginia Commission directed Dominion to separate its generation, distribution and transmission functions through creation of divisions within Virginia Power, rather than through a transfer of generation assets to a separate affiliate. The Virginia Commission's December 2001 order did not preclude further consideration of Dominion's proposed corporate reorganization and asset transfer, pending, in the Virginia Commission's view, further developments in needed market structures and competitive retail electric generation markets. Dominion has decided not to appeal the Virginia Commission's order. No assessment can be made at this time concerning future developments.

PAGE 38

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Regional Transmission Organization (RTO)

On September 30, 2002 Dominion and PJM Interconnection LLC (PJM) entered into the PJM South Implementation Agreement. The agreement provides that, subject to regulatory approval and certain provisions, Dominion will become a member of PJM, transfer functional control of its electric transmission facilities to PJM for inclusion in a new PJM South Region, integrate its control area into the PJM energy markets, and otherwise facilitate the establishment and operation of PJM as the RTO with respect to Dominion's transmission facilities. The agreement contemplates additional agreements and transmission tariff provisions to be negotiated by the parties and allocates costs of implementation of the agreement among the parties. The agreement also provides that the parties will seek and obtain all necessary regulatory approvals that may be required from the Federal Energy Regulatory Commission (FERC) of such additional agreements and tariff provisions and for the transfer of functional contr ol of Dominion's transmission facilities to PJM. The agreement contemplates that certain provisions of the agreement and the additional matters to be negotiated may need to change to be made consistent with FERC's Standard Market Design Proposal discussed in Part II, Item 5 of this Form 10-Q. The agreement contemplates that the filings for FERC regulatory approval will be initiated on or before December 15, 2002. Dominion will incur integration and administration costs associated with joining PJM and is currently in the process of negotiating and estimating such costs. Dominion is planning to seek regulatory approval to defer any such costs, pending recovery through future transmission rates.

Environmental Matters

During 2000, Virginia Power received a Notice of Violation from the EPA alleging that it failed to obtain New Source Review permits under the Clean Air Act prior to undertaking specified construction projects at the Mt. Storm Power Station in West Virginia. The Attorney General of New York filed a suit against Virginia Power alleging similar violations of the Clean Air Act at the Mt. Storm Power Station. Virginia Power also received notices from the Attorneys General of Connecticut and New Jersey of their intentions to file suit for similar violations. Management believes that Virginia Power has obtained the necessary permits for its generating facilities. Virginia Power has reached an agreement in principle with the federal government and the state of New York to resolve this situation. The agreement in principle includes payment of a $5 million civil penalty, a commitment of $14 million for environmental projects in Virginia, West Virginia, Connecticut, New Jersey and New York, and a 12-year, $1.2 billion capital investment program for environmental improvements at Virginia Power's coal-fired generating stations in Virginia and West Virginia. Dominion had already committed to a substantial portion of the $1.2 billion expenditures for sulfur dioxide and nitrogen oxide emissions controls. The negotiations over the terms of a binding settlement have expanded beyond the basic agreement in principle and are ongoing. As of September 30, 2002, Dominion has recorded, on a discounted basis, $18 million for the civil penalty and environmental projects. In May 2002, the EPA issued a Section 114 request for information about whether projects undertaken at Virginia Power's Chesterfield, Chesapeake, Yorktown, Possum Point and Bremo Bluff power stations were properly permitted under the Clean Air Act's New Source Review requirements, to which Virginia Power responded in a timely manner.

In July 2002, the EPA issued a Section 114 request for information about whether Morgantown Energy Associates' facility in Morgantown, West Virginia is in compliance with environmental requirements. EPA made a site visit and at that time received the requested information. Morgantown Energy Associates is a 50 percent-owned investment accounted for by Dominion under the equity method.

Other

New Five Year Contract Signed with Electric Union

In June 2002, the International Brotherhood of Electrical Workers Local 50 (Local 50) membership rejected a labor contract offer presented by Dominion. Following months of negotiations and labor contract offers by both parties, Local 50 began a strike on August 2, 2002. Dominion and Local 50 reached a tentative settlement on August 15, 2002 and signed a new 5-year labor contract in September 2002. Local 50 represents about 3,700 union employees, including linemen, meter readers, power station operators, mechanics and electricians.

PAGE 39

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Expiration of Section 29 Tax Credits

The Internal Revenue Code Section 29 "Credit for the Production of Fuel from Nonconventional Sources" (also referred to as the production tax credit) allows income tax credits for certain qualified production, including some natural gas, sold before December 31, 2002. Congress has not acted on legislation to extend this credit beyond 2002 for most qualified production. Whether Congress will take any action to extend the credit is uncertain. Dominion expects to utilize approximately $40 million of these credits for the year ending December 31, 2002.

Employee Benefit Plans

During the fourth quarter, Dominion routinely measures the benefit obligations and funded status of its pension and other postretirement benefit plans and prepares estimates of net periodic benefit costs for the following year after assessing then current market conditions. For its pension plans, Dominion expects that reductions in assumed discount rates and long-term rates of return on plan assets may be required, resulting in a decrease to net periodic pension income for 2003 and a decline in the net overfunded status as of December 31, 2002. For other postretirement benefits, these same factors are expected to result in increases in the net periodic benefit cost and the net unfunded status of those plans. Dominion has not measured the impact of these assumption changes as of the filing of this Form 10-Q.

Accounting Matters

Recently Issued Accounting Standards

In 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets, and SFAS No. 143, Accounting for Asset Retirement Obligations. In October 2002, the EITF rescinded EITF Issue No. 98-10, Accounting for Contracts involved in Energy Trading and Risk Management Activities. See Notes 3 and 4 to the Consolidated Financial Statements for a discussion of the impact of these new standards.

PAGE 40

DOMINION RESOURCES, INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

The matters discussed in this Item may contain "forward-looking statements" as described in the introductory paragraphs under Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-Q. The reader's attention is directed to those paragraphs for discussion of various risks and uncertainties that may affect the future of Dominion.

Market Rate Sensitive Instruments and Risk Management

Dominion's financial instruments, derivative financial instruments and derivative commodity contracts are exposed to potential losses due to adverse changes in interest rates, commodity prices and equity security prices as described below. Interest rate risk generally is related to Dominion's outstanding debt and financial services activities. Commodity price risk is present in Dominion's electric operations, gas production and procurement operations, and energy marketing and trading operations due to the exposure to market shifts in prices received and paid for natural gas, electricity and other commodities. Dominion uses derivative commodity contracts to manage price risk exposures for these operations. Dominion is exposed to equity price risk through various portfolios of equity securities.

Dominion's sensitivity analysis estimates the potential loss of future earnings or fair value from market risk sensitive instruments over a selected time period due to a 10 percent unfavorable change in interest rates and commodity prices.

Commodity Price Risk-Trading Activities

As part of its strategy to market energy and to manage related risks, Dominion manages a portfolio of derivative commodity contracts held for trading purposes. These contracts are sensitive to changes in the prices of natural gas, electricity and certain other commodities. Dominion uses established policies and procedures to manage the risks associated with these price fluctuations and uses various commodity instruments, such as futures, forwards, swaps and options, to reduce risk by creating offsetting market positions. In addition, Dominion seeks to use its generation capacity, when not needed to serve customers in its service territory, to satisfy commitments to sell energy.

A hypothetical 10 percent unfavorable change in commodity prices would have resulted in a decrease of approximately $27 million and $12 million in the fair value of its commodity contracts held for trading purposes as of September 30, 2002 and December 31, 2001, respectively.

Commodity Price Risk-Non-Trading Activities

Dominion manages the price risk associated with purchases and sales of natural gas, oil and electricity by using derivative commodity instruments including futures, forwards, options and swaps. For sensitivity analysis purposes, the fair value of Dominion's non-trading derivative commodity instruments is determined based on models that consider the market prices of commodities in future periods, the volatility of the market prices in each period, as well as the time value factors of the derivative instruments. Market prices and volatility are principally determined based on quoted prices on the futures exchange.

A hypothetical 10 percent unfavorable change in market prices of Dominion's non-trading derivative commodity instruments would have resulted in a decrease in fair value of approximately $344 million and $155 million as of September 30, 2002 and December 31, 2001, respectively. These results reflect comparably higher commodity prices and volumes as of September 30, 2002.

The impact of a change in energy commodity prices on Dominion's non-trading derivative commodity instruments at a point in time is not necessarily representative of the results that will be realized when such contracts are ultimately settled. Net losses from derivative commodity instruments used for hedging purposes, to the extent realized, are generally offset by recognition of the hedged transaction, such as revenue from sales.

PAGE 41

DOMINION RESOURCES, INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

(Continued)

Interest Rate Risk

Dominion manages its interest rate risk exposure predominantly by maintaining a balance of fixed and variable rate debt. Dominion also enters into interest rate sensitive derivatives, including interest rate swaps and interest rate lock agreements. In addition, Dominion, through subsidiaries, retains ownership of mortgage investments, including subordinated bonds and interest-only residual assets retained at securitization of mortgage loans originated and purchased. For financial instruments outstanding at September 30, 2002 and December 31, 2001, a hypothetical 10 percent increase in market interest rates would decrease annual earnings by approximately $3 million and $10 million, respectively.

Foreign Exchange Risk

Dominion's Canadian natural gas and oil exploration and production activities are relatively self-contained within Canada. As a result, Dominion's exposure to foreign currency exchange risk for these activities is limited primarily to the effects of translation adjustments that arise from including that operation in its consolidated financial statements. Dominion's management monitors this exposure and believes it is not material. Although Dominion purchases products and services denominated in foreign currencies for use in its non-Canadian operations and uses currency forward contracts to manage related risks, such arrangements were not material at September 30, 2002 and December 31, 2001.

Equity Price Risk

Dominion is subject to equity price risk due to marketable equity securities held in decommissioning trust funds and as investments. In accordance with current accounting standards, these marketable equity securities are reported on the balance sheet at fair value. The fair value of marketable equity securities held in decommissioning trust funds have declined approximately $223 million to $729 million as of September 30, 2002 as compared to December 31, 2001.

Dominion also sponsors employee pension and other postretirement benefit plans that hold investments in trusts to fund benefit payments. To the extent that the values of investments held in these trusts decline, the effect will be reflected in Dominion's recognition of the periodic cost of such employee benefit plans and the determination of the amount of cash to be contributed to the employee benefit plans.

PAGE 42

DOMINION RESOURCES, INC.

ITEM 4. CONTROLS AND PROCEDURES

Senior management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of Dominion's disclosure controls and procedures during the month of October and the week of November 4, 2002. Based on this evaluation process, the Chief Executive Officer and Chief Financial Officer have concluded that Dominion's disclosure controls and procedures are effective. Since that evaluation process was completed, there have been no significant changes in internal controls or in other factors that could significantly affect these controls.

PAGE 43

DOMINION RESOURCES, INC.
PART II. - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, Dominion and its subsidiaries are alleged to be in violation or in default under orders, statutes, rules or regulations relating to the environment, compliance plans imposed upon or agreed to by Dominion and its subsidiaries, or permits issued by various local, state and federal agencies for the construction or operation of facilities. From time to time, there also may be administrative proceedings on these matters pending. In addition, in the normal course of business, Dominion and its subsidiaries are involved in various legal proceedings. Management believes that the ultimate resolution of these proceedings will not have a material adverse effect on Dominion's financial position, liquidity or results of operations. See Future Issues in Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and Item 5 - Other Information for discussion on various regulatory proceedings to which Dominion and its subsidiaries are a party.

In June 2002, two North Carolina landowners filed a purported class action lawsuit against Virginia Electric and Power Company (Virginia Power) and Dominion Telecom, Inc. (Dominion Telecom) in the U.S. District Court in Richmond, Virginia. The plaintiffs claim that Virginia Power and Dominion Telecom strung fiber-optic cable across their land, along a Virginia Power electric transmission corridor without paying compensation. The plaintiffs are seeking damages for trespass and "unjust enrichment" as well as punitive damages from Virginia Power and Dominion Telecom. The named plaintiffs purport to "represent a class . . . consisting of all owners of land in North Carolina and Virginia, other than public streets or highways, that underlies Virginia Power's electric transmission lines and on or in which fiber optic cable has been installed." The named plaintiffs have asked that the court allow the lawsuit to proceed as a class action.

In October 2002, the court denied the defendants' motion to dismiss and granted plaintiffs' motion to amend the complaint to add another plaintiff. The outcome of the proceeding, including an estimate as to any potential loss, cannot be predicted at this time.

In 1999, Quinque Operating Co. and others filed a class action suit against approximately 300 defendants, including CNG and certain of its subsidiaries, in Stevens County, Kansas. The complaint seeks damages for alleged fraud, misrepresentation, conversion and assorted other claims, in the measurement and payment of gas royalties from privately held gas leases. Discovery is currently underway regarding class certification and personal jurisdiction. The court has denied the defendants' motion seeking to dismiss this action on issues other than personal jurisdiction. Oral argument is scheduled for November 2002 to determine if the case should be certified as a class action. CNG has been dismissed from the case, but certain subsidiaries of CNG remain as defendants in the matter.

ITEM 5. OTHER INFORMATION

The matters discussed in this item may contain "forward looking statements" as described in the introductory paragraphs of Part I, Item 2 of this Form 10-Q. See Risk Factors and Cautionary Statements That May Affect Future Results in Part I, Item 2 for discussion of various risk factors and uncertainties that may affect the future of Dominion.

FERC Standard Market Design Proposal

On July 31, 2002, FERC issued a Notice of Proposed Rulemaking in which it proposed to establish a standardized transmission service and wholesale electric market design for entities participating in wholesale electric markets. FERC proposes to exercise jurisdiction over the transmission component of bundled retail transactions, modify the existing electric transmission tariff to include a single tariff service applicable to all transmission customers, and provide a standard market design for wholesale electric markets. Comments on the proposal now have staggered due dates, the first of which has been delayed until November 15, 2002.

PAGE 44

DOMINION RESOURCES, INC.

PART II. - OTHER INFORMATION

(Continued)

Nuclear Matters

Dominion and other utilities have petitioned for review in the U.S. Court of Appeals for the 11th Circuit, a matter involving the Department of Energy (DOE) and PECO Energy Company (PECO). The petitioners challenged the DOE's action in allowing PECO to take credits against payments PECO would have been making into the Nuclear Waste Fund (NWF). The credits are part of a DOE settlement agreement with PECO for potential claims arising out of DOE's breach of its spent nuclear fuel (SNF) storage obligation. The petition asserted that DOE violated the Nuclear Waste Policy Act (NWPA) by improperly depleting the NWF and releasing PECO from a portion of its NWF obligation. The petition also sought a declaration that credits against NWF payments violate the NWPA, an injunction against DOE implementing the credit and fee reduction provisions of the settlement agreement, and an injunction against DOE entering into similar agreements. In September 2002, the court issued its decision on the matter d eclaring the fee adjustment aspect of the settlement between PECO and DOE "null and void." The decision does not prevent DOE from settling claims related to DOE's breach of its contractual obligation to begin disposing of SNF, but precludes DOE from using the NFW to compensate utilities for damages incurred by utilities owing to DOE's breach of its NWF obligation to dispose of spent fuel.

Regulatory Matters - Regulated Electric Operations

Fuel Factor

In September 2002, Dominion updated its July 2002 fuel factor application to reflect actual fuel expense data for June, July, and August 2002, which was higher than the projected fuel expense for the same period. In October 2002, the Virginia Commission approved the proposal to keep the fuel factor for 2003 at its current level of 1.613 cents per kWh

Market Price/Wires Charges

In July 2002, Dominion filed an application with the Virginia Commission to revise its projected 2003 market prices for generation and the resulting wires charges. The application proposed to use principally the same methodology approved by the Virginia Commission for 2002. In August 2002, Dominion proposed to revise its methodology to include a capacity adder in the determination of projected market prices for generation, with corresponding changes to its competitive service provider tariff. The capacity adder reflects the capacity value that the sale of generation is expected to produce in addition to an energy value in the market prices. The Virginia Commission entered a Final Order in October 2002, adopting the proposed methodology with certain modifications and permitting the capacity adder without adopting the proposed tariff changes. In November 2002, Dominion filed updated market prices and wires charges for 2003 that reflect the capacity adder. Inclusion of the capacity ad der in Dominion's market price calculation will reduce wires charge revenues by the amount of the expected additional revenue from the sale of the displaced capacity in the wholesale market.

Competitive Metering and Billing

In August 2002, the Virginia Commission adopted rules for competitive electric metering services. The new rules are effective January 1, 2003 and require Dominion to provide customers with access to meter functionality and interval meter data.

In August 2002, the Virginia Commission also adopted amendments to its Rules Governing Retail Access to Competitive Energy Services to include provisions for consolidated billing by competitive suppliers effective January 1, 2003. As permitted by the Restructuring Act, Dominion has applied to the Virginia Commission for a delay in the provision of supplier-consolidated billing in its service territory. The Virginia Commission has opened a docket to consider this and other utilities' requests for delay.

PAGE 45

DOMINION RESOURCES, INC.
PART II. - OTHER INFORMATION

(Continued)

Regulatory Matters - Regulated Gas Distribution Operations

In October 2002, the Public Utilities Commission of Ohio (PUCO) announced that it will conduct a review of Ohio's major public utilities, including Dominion's subsidiary, The East Ohio Gas Company, to ensure that the financial condition and service quality of Ohio's regulated utilities are not adversely affected by unregulated activities of parent or affiliated companies. PUCO has not requested financial data from the Ohio's regulated utilities at this time, but has solicited comments from the utilities and interested parties.

When necessary, Dominion's gas distribution subsidiaries seek general rate increases on a timely basis to recover increased operating costs and to ensure that rates of return are compatible with the cost of raising capital. In addition to general rate increases, certain gas distribution subsidiaries make routine separate filings with their respective state regulatory commissions to reflect changes in the costs of purchased gas. These purchased gas costs are recovered through a mechanism that ensures dollar for dollar recovery of prudently incurred costs.

Greenbrier Pipeline

In July 2002, Greenbrier Pipeline Company, LLC submitted its application for a FERC certificate to construct and operate its proposed Greenbrier Pipeline. The 280-mile Greenbrier Pipeline is planned to originate in Kanawha County, West Virginia and extend to Granville County, North Carolina. Dominion owns 67 percent of Greenbrier Pipeline Company, LLC, with Piedmont Natural Gas owning the remaining 33 percent. In October 2002, FERC gave preliminary approval for the proposed project.

Retirement of Certain Senior Management Officers and Election of New Director

In October 2002, Dominion announced the retirement of certain senior management officers. Both Edgar M. Roach, Jr. and James P. O'Hanlon will retire as Executive Vice Presidents of Dominion, effective December 1, 2002. Messrs. Roach and O'Hanlon will continue as officers of DRS through February 1, 2003 to assist with transitional matters. For more information regarding officer changes, please refer to Dominion's Form 8-K filed on October 15, 2002.

Also in October 2002, Dominion announced that Dr. Peter W. Brown of Richmond, Virginia has been elected to the Dominion board of directors, effective December 1, 2002.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:
	3.1	Articles of Incorporation as in effect August 9, 1999 (Exhibit 3(i), Form 10-Q for the quarter ended June 30, 1999, File No. 1-8489, incorporated by reference).
	3.2	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, incorporated by reference).
	3.3	Bylaws as in effect on October 20, 2000 (Exhibit 3, Form 10-Q for the quarter ended September 30, 2000, File No. 1-8489, incorporated by reference).

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DOMINION RESOURCES, INC.
PART II. - OTHER INFORMATION
(Continued)

(a) Exhibits (continued):
	4.1	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, 200 0 (Exhibit 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); Ninth Supplemental Indenture, dated May 1, 2001 (Exhibit 4.4, Form 8-K, dated May 25, 2001, incorporated by reference); Form of Tenth Supplemental Indenture (Exhibit 4.2, Form 8-K filed March 18, 2002, File No. 1-8489, incorporated by reference); Form of Eleventh Supplemental Indenture (Exhibit 4.2, Form 8-K filed June 25, 2002, File No. 1-8489, incorporated by reference.); Form of Twelfth Supplemental Indenture (Exhibit 4.2, Form 8-K filed September 11, 2002, File No. 1-8489, incorporated by reference); Thirteenth Supplemental Indenture dated September 16, 2002 (Exhibit 4.1, Form 8-K filed September 17, 2002, File No. 1-8489, incorporated by reference).
	4.2	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 (Exhibit 4(a), Form S-3 Registration Statement File No. 333-20561 as filed on January 28, 1997, incorporated by reference), Form of Second Supplemental Indenture (Exhibit 4.6, Form 8-K filed August 20, 2002, No. 1-2255, incorporated by reference).
	4.3	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); Seventh Supplemental Indenture dated September 1, 2002 (Exhibit 4.4, Form 8-K filed September 11, 2002, File No. 1-2255, incorporated by reference).
	10.1	Employment Agreement dated September 30, 2002 between Dominion and Thos. E. Capps (filed herewith).
	10.2	Memorandum regarding Terms of Retirement and related general release dated October 23, 2002 between Dominion and Edgar M. Roach, Jr. (filed herewith).
	10.3	Memorandum regarding Terms of Retirement and related general release dated November 5, 2002 between Dominion and James P. O'Hanlon (filed herewith).
	10.4	Dominion Resources, Inc. Directors Deferred Cash Compensation Plan, as amended and in effect September 20, 2002 (filed herewith).
	12	Ratio of earnings to fixed charges (filed herewith).

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DOMINION RESOURCES, INC.
PART II. - OTHER INFORMATION
(Continued)

(a) Exhibits (continued):
	99.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
	99.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

(b) Reports on Form 8-K:
	1.	Dominion filed a Form 8-K on August 7, 2002, relating to Securities and Exchange Commission Order No. 4-460 certification by Dominion's principal executive officer and principal financial officer.
	2.	Dominion filed a Form 8-K on September 11, 2002, relating to the sale of $520,000,000 2002 Series C 5.70% Senior Notes due 2012.
	3.	Dominion filed a Form 8-K on September 17, 2002, relating to the execution of the Thirteenth Supplemental Indenture to the Senior Indenture dated June 1, 2000.
	4.	Dominion filed a Form 8-K on October 15, 2002 announcing the retirement and election of certain senior management officers.
	5.	Dominion filed a Form 8-K on October 16, 2002 relating to the issuance and sale of 26,500,000 shares of common stock.

SIGNATURE

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

	DOMINION RESOURCES, INC. Registrant
November 8, 2002	/s/ Steven A. Rogers
	Steven A. Rogers Vice President and Controller (Principal Accounting Officer)

CERTIFICATIONS

I, Thos. E. Capps, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Dominion Resources, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 8, 2002
	/s/ Thos. E. Capps
	Thos. E. Capps Chief Executive Officer

I, Thomas N. Chewning, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Dominion Resources, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 8, 2002
	/s/ Thomas N. Chewning
	Thomas N. Chewning Chief Financial Officer

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the "Agreement") is made as of September 30, 2002, between DOMINION RESOURCES, INC. (the "Company") and THOS. E. CAPPS (the "Executive").

RECITALS:

The Board of Directors of the Company (the "Board of Directors") recognizes that outstanding management of the Company is essential to advancing the best interests of the Company, its shareholders and its subsidiaries. The Board of Directors has and continues to believe that it is particularly important to have stable, excellent management. The Board of Directors has and continues to believe that this objective may be achieved by giving key management employees assurances of financial security for a period of time, so that they will not be distracted by personal risks and will continue to devote their full time and best efforts to the performance of their duties. To accomplish this purpose, the Company and the Executive entered into an agreement as of April 16, 1999, which replaced a prior agreement (the "1999 Employment Agreement").

The Board of Directors wishes to foster an atmosphere of cooperation among the key management employees of the Company and its subsidiaries, and provide an incentive for such employees to continue to contribute to the future growth and success of the Company and its subsidiaries. To accomplish this objective, the Organization, Compensation and Nominating Committee of the Board of Directors (the "Committee") has recommended, and the Board of Directors has approved, entering into a new employment agreement with the Executive, which shall replace the Executive's 1999 Employment Agreement. The Company acknowledges that the Executive's contributions to the past and future growth and success of the Company have been and will continue to be substantial. The Company and the Executive are entering into this Agreement to induce the Executive to remain an employee of the Company and to continue to devote his full energy to the Company's affairs. The Executive has agreed to continue to be employed by the Company unde r the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and the mutual undertakings contained in this Agreement, the parties agree as follows:

1. Employment. The Company will employ the Executive, and the Executive will continue in the employment of the Company, as Chief Executive Officer and President of the Company for the period beginning on the date of this Agreement and ending on the date of the Company's annual meeting of shareholders in 2005 (the "Term of this Agreement"), according to the terms of this Agreement.

2. Duties. The Company and the Executive agree that, during the Term of this Agreement, the Executive will be Chief Executive Officer of the Company and will report directly to the Board of Directors. During the Term of this Agreement, the Executive will continue to exercise such authority and perform such executive duties as are commensurate with his position as Chief Executive Officer. The Executive (i) will devote his knowledge, skill and best efforts on a full-time basis to performing his duties and obligations to the Company (with the exception of absences on account of illness or vacation in accordance with the Company's policies and civic and charitable commitments not involving a conflict with the Company's business), and (ii) will comply with the directions and orders of the Board of Directors of the Company with respect to the performance of his duties. The Executive shall also be President of the Company and will perform such executive duties as are commensurate with his position as P resident.

3. Effect on Other Agreements. This Agreement sets forth the entire understanding of the parties with respect to the terms of the Executive's employment with the Company and its subsidiaries. This Agreement supersedes and replaces the Executive's 1999 Employment Agreement, which will terminate as of the date on which this Agreement is executed. This Agreement supersedes and replaces all agreements that were superseded and replaced by the 1999 Employment Agreement and any other employment agreements between the Executive and the Company or a subsidiary (collectively, the "Prior Agreements"). The term "employment agreement" as used in the preceding sentence does not include any retirement, incentive or benefit plan or program in which the Executive participates or the credited service agreement described in Section 5(c). The Executive and the Company agree that the Executive's Prior Agreements are null and void.

4. Compensation and Benefits.

(a) During the Term of this Agreement, while the Executive is employed by the Company, the Company will pay to the Executive the following salary and incentive awards for services rendered to the Company:

(i) The Company will pay to the Executive an annual salary in an amount not less than the base salary in effect for the Executive as of the date on which this Agreement is executed. The Board of Directors will evaluate the Executive's performance at least annually and will consider annual increases in the Executive's salary based on the Executive's performance.

(ii) The Executive will be entitled to receive incentive awards based on the Executive's job performance, if and to the extent that the Board of Directors determines that the Executive's performance merits payment of an award. The Board of Directors will make its determination consistent with the methodology used by the Board of Directors for compensating its senior management employees.

(b) During the Term of this Agreement, while the Executive is employed by the Company, the Executive will be eligible to participate in a similar manner as other senior executives of the Company in retirement plans, cash and stock incentive plans, fringe benefit plans and other employee benefit plans and programs provided by the Company for its senior management employees from time to time.

5. Completion Benefits.

(a) The Executive will be entitled to receive the following additional benefits upon his termination of employment with the Company:

(i) The Executive's retirement benefits under the Company's Retirement Plan and Benefit Restoration Plan will be computed using compensation based on the Executive's highest rate of annual salary in effect at any time during his employment. The supplemental benefit to be provided under this subsection (i) will be provided as a supplemental benefit under this Agreement and will not be provided directly from the Retirement Plan.

(ii) The Executive's "Final Compensation" under the Company's Executive Supplemental Retirement Plan (the "SRP") will be determined by computing the "Incentive Compensation Amount" as if the Executive's short-term incentive compensation target award was the unreduced percentage (which will be at least 45%) of his salary midpoint as approved by the Committee for the year (for example, for 1993 and 1994, the unreduced percentage was 45% of his salary midpoint, as compared to the reduced target that was used for 1993 and 1994 in order to make long-term compensation a larger part of the Executive's incentive compensation for those years).

(iii) The benefit under the SRP will continue to be computed as an equal periodic payment for 120 months, according to the SRP document. However, this periodic payment will be payable for the Executive's life (or for 120 payments, if longer).

(iv) All restricted stock held by the Executive as of the date of termination of his employment will become fully vested (that is, transferable and nonforfeitable) as of the date of termination of his employment.

(v) The Company will pay to the Executive a single lump sum payment equal to nine hundred fifty thousand dollars ($950,000) on the day following the date of termination of his employment.

(b) In addition to the foregoing, the Executive will receive, upon his termination of employment with the Company before the annual meeting of shareholders in 2005, a single lump sum cash payment equal to the present value of the annual base salary and annual cash incentive awards (computed as described below) that the Executive is projected to receive for employment in the "Calculation Year" to the extent otherwise not paid for services rendered. For purposes of this Agreement, the Calculation Year is the period from the annual meeting of shareholders in 2004 until the annual meeting of shareholders in 2005. The lump sum will be computed as follows:

(i) For purposes of this calculation, the annual base salary that the Executive is projected to receive for employment for the Calculation Year will be calculated at the highest annual base salary rate in effect for the Executive during the three-year period ending with the last complete calendar year before his termination of employment. For purposes of this calculation, the annual cash incentive awards that the Executive is projected to receive for employment in the Calculation Year will be calculated at a rate equal to the highest annual cash incentive award paid to the Executive during the three-year period ending with the last complete calendar year before his termination of employment. Salary and bonus that the Executive elected to defer will be taken into account for purposes of this Agreement without regard to the deferral.

(ii) If the Executive has not yet received an annual cash incentive award for the year in which his employment terminates, the lump sum payment will be increased to include a pro-rated award for the portion of the year preceding the Executive's termination of employment. If the Executive has not yet received payment of his annual cash incentive award for the year preceding his termination of employment, the lump sum payment will be increased to include an award for the year preceding the Executive's termination of employment. The incentive award for the year or portion of the year preceding the Executive's termination of employment will be determined according to clause (i) above, unless the Board of Directors made a good faith final determination of the amount of the applicable incentive award pursuant to Section 4(a)(ii) before the Executive's termination of employment. If the Board of Directors made such a determination, the applicable incentive award will be computed according to the Board of Direc tors' determination.

(iii) Present value will be computed by the Company as of the date of the Executive's termination of employment, based on a discount rate equal to the applicable Federal short-term rate, as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code"), compounded monthly, in effect on the date on which the present value is determined.

(iv) The lump sum payment will be paid within 30 days after the Executive's termination of employment.

(c) As set forth in the existing credited service agreement between the Executive and the Company, the Executive will be credited with a total of 30 years of service for purposes of the Company's retirement plans.

6. Termination of Employment.

(a) During the Term of this Agreement, the Company may terminate the Executive's employment only for Cause. During the Term of this Agreement, the Executive may voluntarily terminate employment under the circumstances described in clauses (i)-(v) of this subsection (a). After July 31, 1998, the Executive may voluntarily terminate employment under the circumstance described in clause (vi) of this subsection (a). If the Executive's employment is terminated for Cause, or if the Executive voluntarily terminates employment pursuant to this Section 6(a), the Executive will be entitled to receive the benefits described in subsection (b). Subject to the provisions of this subsection (a), the Executive may voluntarily terminate employment after (i) the Executive's base salary is reduced, (ii) the Executive is not in good faith considered for incentive awards as described in Section 4(a)(ii), (iii) the Company fails to provide benefits as required by Section 4(b), (iv) the Executive's place of employment is relo cated to a location further than 30 miles from Richmond, Virginia, (v) the Executive's working conditions or management responsibilities are substantially diminished (other than on account of the Executive's disability, as defined in Section 7 below), or (vi) the Executive voluntarily terminates employment on or after August 1, 1998 upon 90 days prior written notice to the Company and the Committee consents in writing to such termination. In order for clause (i), (ii), (iii), (iv) or (v) of this subsection (a) to be effective: (1) the Executive must give written notice to the Company indicating that the Executive intends to terminate employment under this subsection (a), (2) the Executive's voluntary termination under this subsection must occur within 60 days after an event described in clause (i), (ii), (iii), (iv) or (v) of the preceding sentence, or within 60 days after the last in a series of such events, and (3) the Company must have failed to remedy the event described in clause (i), (ii), (iii), (iv) or (v), as the case may be, within 30 days after receiving the Executive's written notice. If the Company remedies the event described in clause (i), (ii), (iii), (iv) or (v), as the case may be, within 30 days after receiving the Executive's written notice, the Executive may not terminate employment under this subsection (a) on account of the event specified in the Executive's notice.

(b) In accordance with the provisions of Section 6(a), the Executive will be entitled to receive the following benefits determined as of the date of his termination of employment:

(i) The Executive will receive the benefits described in Section 5(a)(i), (ii), (iii), (iv) and (v) above as of the date of his termination of employment. In addition, the Executive will receive the single lump sum cash payment described in Section 5(b) of this Agreement if such payment is not otherwise payable under the terms of Section 5(b).

(ii) The Executive will be credited with a total of 30 years of service for purposes of the Company's retirement plans.

(iii) The Executive will be credited with age and service credit through the end of the Term of this Agreement for purposes of computing benefits under the Company's medical and other welfare benefit plans, and the Company will continue the Executive's coverage under the Company's welfare benefit plans as if the Executive remained employed through the end of the Term of this Agreement. Notwithstanding the foregoing, if the Company determines that giving such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications, the Company may pay the Executive a lump sum cash amount that reasonably approximates the after-tax value to the Executive of such age and service credit and continued coverage through the end of the Term of this Agreement, in lieu of giving such credit and continued coverage.

(c) The amounts under this Agreement will be paid in lieu of severance benefits under any severance plan or program maintained by the Company. The amounts payable under this Agreement will not be reduced by any amounts earned by the Executive from a subsequent employer or otherwise. If the Executive voluntarily terminates employment prior to the end of the Term of this Agreement for a reason not described in subsection (a) above or Section 7 below, this Agreement will immediately terminate and the Executive shall be entitled to the payment of the benefits under Sections 5(a), 5(b) and 5(c).

7. Disability or Death. If the Executive becomes disabled (as defined below) during the Term of this Agreement while he is employed by the Company, the Executive shall be entitled to receive the benefits described in Sections 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), 5(a)(v), 5(b), and 6(b)(ii) of this Agreement as of the date on which he is determined by the Company to be disabled. If the Executive dies during the Term of this Agreement while he is employed by the Company, the benefits described in Sections 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), 5(a)(v), 5(b), and 6(b)(ii) will be provided to the Executive's beneficiary designated under the terms of the applicable benefit plan. The foregoing benefits will be provided in addition to any death, disability and other benefits provided under Company benefit plans in which the Executive participates. Except to the extent provided in this Section 7, the provisions of Sections 1, 2, 4, 5 and 6 of this Agreement will terminate upon the Executive's death or disability. The term "disability" means a condition, resulting from bodily injury or disease, that renders, and for a six consecutive month period has rendered, the Executive unable to perform any and every duty pertaining to his employment with the Company. A return to work of less than 14 consecutive days will not be considered an interruption in the Executive's six consecutive months of disability. Disability will be determined by the Company on the basis of medical evidence satisfactory to the Company.

8. Cause. For purposes of this Agreement, the term "Cause" means (i) material misappropriation with respect to the business or assets of the Company, (ii) persistent refusal or willful failure of the Executive materially to perform his duties and responsibilities to the Company, which continues after the Executive receives notice of such refusal or failure, (iii) conviction of a felony involving moral turpitude, or (iv) the use of drugs or alcohol that interferes materially with the Executive's performance of his duties. The foregoing acts or events will constitute "Cause" for purposes of this Agreement only to the extent that they were committed on or after September 15, 1995 (i.e., the date on which the 1995 Employment Agreement was amended).

9. Additional Provisions on a Change in Control. The provisions of Section 9 will apply in the event of a Change in Control as defined below.

(a) For purposes of this Agreement, "Change in Control" means:

(i) any person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the owner or beneficial owner of Company securities having 20% or more of the combined voting power of the then outstanding Company securities that may be cast for the election of the Company's directors (other than as a result of an issuance of securities initiated by the Company, or open market purchases approved by the Board of Directors, as long as the majority of the Board of Directors approving the purchases is also the majority at the time the purchases are made); or

(ii) as the direct or indirect result of, or in connection with, a cash tender or exchange offer, a merger or other business combination, a sale of assets, a contested election, or any combination of these transactions, the persons who were directors of the Company before such transactions cease to constitute a majority of the Board of Directors, or any successor's board, within two years of the last of such transactions.

(b) On the date of a Change in Control, the Executive shall become fully vested in any and all stock incentive awards granted to the Executive under any Company plan, which awards have not become exercisable as of the date of a Change in Control and all stock options (including options vested as of the date of a Change in Control) shall remain exercisable until the applicable option expiration date. All forfeiture conditions that as of the date of a Change in Control are applicable to any deferred stock unit, restricted stock or restricted share units awarded to the Executive by the Company pursuant to any Company plan or otherwise shall lapse immediately.

10. Gross-up for Certain Taxes.

(a) If the Company determines that any benefit received or deemed received by the Executive from the Company pursuant to this Agreement or otherwise, whether or not in connection with a Change in Control (such monetary or other benefits collectively, the "Potential Parachute Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then the Company shall, within 30 business days after such determination, pay the Executive an amount (the "Gross-up Payment") equal to the product of:

(i) the amount of such Excise Taxes multiplied by

(ii) the Gross-up Multiple (as defined in Section 10(d)).

The Gross-up Payment is intended to compensate the Executive for all Excise Taxes payable by the Executive with respect to the Potential Parachute Payments and any federal, state, local or other income or other taxes or Excise Taxes payable by the Executive with respect to the Gross-up Payment.

(b) The determination of the Company described in Section 10(a), including the detailed calculations of the amounts of the Potential Parachute Payments, Excise Taxes and Gross-Up Payment and the assumptions relating thereto, shall be set forth in a written certificate of the Company's independent auditors (the "Company Certificate") delivered to the Executive. The Executive may at any time request the preparation and delivery to the Executive of a Company Certificate. The Company shall cause the Company Certificate to be delivered to the Executive as soon as reasonably possible after such request.

(c) If for any reason it is later determined pursuant to a final judgment of a court of competent jurisdiction or a determination by the Company that the amount of Excise Taxes payable by the Executive is greater than the amount determined by the Company pursuant to Section 10(a), then the Company shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of:

(i) the sum of (A) such additional Excise Taxes and (B) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Section 10(a) multiplied by

(ii) the Gross-up Multiple (as defined in Section 10(d)).

(d) The Gross-up Multiple shall equal a fraction, the numerator of which is one (1.0), and the denominator of which is one (1.0) minus the sum, expressed as a decimal fraction, of the effective after-tax marginal rates of all federal, state, local and other income and other taxes and any Excise Taxes applicable to the Gross-up Payment. If different rates of tax are applicable to various portions of a Gross-up Payment, the weighted average of such rates shall be used.

(e) The Executive shall notify the Company in writing (an "Executive's Notice") of any claim by the IRS or other taxing authority (an "IRS Claim") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 10(a). Such Executive's Notice shall include a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive's Notice as soon as practicable. If before the deadline for a response to the IRS ("IRS Claim Deadline"), the Company shall:

(i) deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim,

(ii) pay to the Executive an amount (which shall also be deemed a Gross-Up Payment) equal to the positive difference between (A) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-Up Multiple, and (B) the portion of such product, if any, previously paid to Executive by the Company, and

(iii) direct the Executive pursuant to Section 10(h) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive's Notice to the Company (or, if sooner, the IRS Claim Deadline).

(f) At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments, the Company may in its discretion require the Executive to pursue a claim for a refund (a "Refund Claim") of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive.

(g) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall:

(i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable,

(ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed),

(iii) cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable,

(iv) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and

(v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion.

The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company's control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

(h) The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) if the Executive is not an employee of the Company at the time, pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Excise Tax, and any related interest or penalties imposed with respect to such advance.

(i) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

(j) If, after the receipt by the Executive of any payment or advance of Excise Taxes advanced by the Company, the Executive receives any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of this Section 10) promptly pay the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 10(h), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such determination within 30 days after the Company receives written notice of such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-up Payment required to be paid. Any contest of a denial o f refund shall be controlled by Section 10(h) and (i).

11. Indemnification. The Company will pay all reasonable fees and expenses, if any, (including, without limitation, legal fees and expenses) that are incurred by the Executive to enforce this Agreement and that result from a breach of this Agreement by the Company.

12. Form of Payment. All amounts payable under this Agreement (other than restricted stock, which will be paid according to the terms of the Company's Long-Term Incentive Plan and Incentive Compensation Plan) will be paid in cash, subject to required income and payroll tax withholdings.

13. Administration. The Committee will be responsible for the administration and interpretation of this Agreement on behalf of the Company. If for any reason a benefit under this Agreement is not paid when due, the Executive may file a written claim with the Committee. If the claim is denied or no response is received within 90 days after the filing (in which case the claim is deemed to be denied), the Executive may appeal the denial to the Board of Directors within 60 days of the denial. The Executive may request that the Board of Directors review the denial, the Executive may review pertinent documents, and the Executive may submit issues and comments in writing. A decision on appeal will be made within 60 days after the appeal is made, unless special circumstances require that the Board of Directors extend the period for another 60 days. If the Company defaults in an obligation under this Agreement, the Executive makes a written claim pursuant to the claims procedure described above, and the Company fails to remedy the default within the claims procedure period, then all amounts payable to the Executive under this Agreement will become due and owing.

14. Assignment. The rights and obligations of the Company under this Agreement will inure to the benefit of and will be binding upon the successors and assigns of the Company. If the Company is consolidated or merged with or into another corporation, or if another entity purchases all or substantially all of the Company's assets, the surviving or acquiring corporation will succeed to the Company's rights and obligations under this Agreement. The Executive's rights under this Agreement may not be assigned or transferred in whole or in part, except that the personal representative of the Executive's estate (or other beneficiary designated under the terms of the applicable benefit plan) will receive any amounts payable under this Agreement after the death of the Executive.

15. Rights Under the Agreement. The right to receive benefits under the Agreement will not give the Executive any proprietary interest in the Company or any of its assets. Benefits under the Agreement will be payable from the general assets of the Company, and there will be no required funding of amounts that may become payable under the Agreement. The Executive will for all purposes be a general creditor of the Company. The interest of the Executive under the Agreement cannot be assigned, anticipated, sold, encumbered or pledged and will not be subject to the claims of the Executive's creditors.

16. Notice. For purposes of this Agreement, notices and all other communications must be in writing and are effective when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Executive or his personal representative at his last known address. All notices to the Company must be directed to the attention of the Chairman of the Committee. Such other addresses may be used as either party may have furnished to the other in writing. Notices of change of address are effective only upon receipt.

17. Miscellaneous. This instrument contains the entire agreement of the parties. To the extent not governed by federal law, this Agreement will be construed in accordance with the laws of the Commonwealth of Virginia, without reference to its conflict of laws rules. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and the writing is signed by the Executive and the Company. A waiver of any breach of or compliance with any provision or condition of this Agreement is not a waiver of similar or dissimilar provisions or conditions. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement.

WITNESS the following signatures.

	DDOMINION RESOURCES, INC.
	By:         /s/  K. A. Randall                       Kenneth A. Randall,         Chairman, Organization and         Compensation Committee
Dated: October 4, 2002
	/s/ Thos. E. Capps
Dated: October 4, 2002

EX-10.2

Exhibit 10.2

PERSONAL AND CONFIDENTIAL

M E M O R A N D U M

TO: Edgar M. Roach, Jr.                                     October 23, 2002

FROM: Anne M. Grier                                               Richmond, VA

Terms of Retirement

This memorandum sets forth the terms and conditions of your retirement.

Effective December 1, 2002 you will resign from all positions you hold as an officer or board member of Dominion Resources or its affiliates and subsidiaries (collectively referred to as the "Company"), except for your position as Executive Vice President of Dominion Resources Services, Inc. You will resign from that position effective February 1, 2003 and your employment with the Company will then terminate and you will be considered retired.

Benefits Under Employment Contracts

Under the terms and conditions of your employment with the Company and the benefits described in letter agreements dated September 15, 1995 and December 12, 2000, you are entitled upon your retirement to certain benefits as described below:

• In accordance with the terms of the letter agreement dated September 15, 1995 you will be paid a lump sum severance equal to 6 months of your final base salary. This payment will be determined based on your salary for January 2003, and will be paid within 30 days of your retirement date, less applicable withholding taxes.
• In accordance with the terms of the letter agreement dated December 12, 2000 you will be paid a lump sum amount equal to 6 months of your final base salary. This payment will be determined based on your salary for January 2003, and will be paid within 30 days of your retirement date, less applicable withholding taxes.

The additional consideration described below will not be provided until a properly executed General Release becomes effective and enforceable. The release will become effective and enforceable seven days following your execution of the General Release.

Benefits Available as Additional Consideration

• Severance Payment: You will receive a lump sum payment at retirement equal to $1,000,000, less applicable withholding taxes. This amount will be paid within 30 days of your retirement date.
• Stock Options: You have outstanding 360,000 non-qualified stock options granted on May 17, 1999. These options are fully vested and exercisable. As additional consideration, you may exercise these options until their expiration date of May 17, 2009. You have 500,000 stock options granted on July 1, 2001. These options will become fully vested and exercisable as of the date of your retirement, and as additional consideration, will remain exercisable until the following expiration dates:

Percentage Expiration Date

33-1/3% January 1, 2008

33-1/3% January 1, 2009

33-1/3% January 1, 2010

• Sale of Company Stock: After December 15, 2002 you may sell any Company stock that you own without any forfeiture of any rights or benefits under Section 5 of the July 1, 2001 Stock Option Agreement. However, your sales of Company stock remain subject to all other Company trading policies for officers, including restrictions on trading based on material nonpublic information and requirements for advance notification of transactions.
• Retirement Benefit Restoration Plan: You will receive a benefit under the Company's Retirement Benefit Restoration Plan calculated on the basis of age 60 and 30 years of credited service. As additional consideration, your benefit will be calculated using your final annual pay. If you elect a lump sum payment, or a lump sum deferral to the Executive Deferred Compensation Plan or the Dominion Security Option Plan (the "Deferral Plans"), this benefit will be paid, subject to approval by the Administrative Benefits Committee, within 30 days of the date of your retirement. Please see Attachment A for an explanation of this benefit and the associated election forms.
• Executive Supplemental Retirement Plan: Under the terms of the letter agreement dated April 16, 1999, you are entitled to a lifetime benefit under the Executive Supplemental Retirement Plan at age 55. As additional consideration, the age requirement for this benefit is being waived and you will receive a lifetime ESRP benefit as of your retirement date. If you elect a lump sum payment or a lump sum deferral to the Deferral Plans, this benefit will be paid or deferred, subject to approval by the Administrative Benefits Committee, within 30 days of the date of your retirement. Please see Attachment B for an explanation of this benefit and the associated election forms.
• Financial Planning Services: You will receive Company-paid financial planning services for years 2003 and 2004 up to a maximum of $8,500 for each year.
• COBRA Benefits (Dental & Vision): Under the terms of the Consolidated Omnibus Budget Reconciliation Act (COBRA), you are eligible for continued coverage under the Company's dental and vision benefit plans for 18 months or, if earlier, until you are covered by another group plan. After your retirement, you will automatically receive information containing the specifics of this program, along with the proper forms in order to elect continuation of coverage. Once you receive this material, it is very important that you read this information and respond within the stated guidelines, because there is only a limited amount of time to elect coverage under the COBRA provisions. If you do not receive this material by mid-February, please contact the Executive Compensation group. The 2002 monthly premium rates are as follows. As an additional benefit, if you elect this coverage, the company will pay the monthly premiums for these benefits during this 18 month period. You will then be responsible for mak ing premium payments when they become due. See Attachment C.

Dental $ 25.86 (est)

Vision $ 2.04 (est)

• Stock Purchase and Loan Program: You have an outstanding loan balance of $4,749,962.22 under the Company's Executive Stock Purchase and Loan Program. You may continue to participate in the Program after your retirement, and you will continue to receive the Company's interest rate subsidy for as long as you continue to hold the shares purchased with the loan. If you wish to cease your participation, the Company will pay for the prepayment fees and the $500 administration fee, plus as additional consideration, provide you with a gross-up amount to cover any related income taxes on the fees. Please see Attachment D for a detailed explanation if you wish to cease your participation.

Other Employment Benefits

• Restricted Stock: You have 10,000 shares of restricted stock that will vest at the date of your retirement. The value of the shares on the vesting date (February 1, 2003) will be taxable income to you. Applicable withholding taxes are due and payable immediately. Please see Attachment E for your choices with regard to the satisfaction of the withholding taxes and the disposition of the shares.  
• Profit Sharing Award: You will be paid $495,000 within 30 days of your retirement date which equals your 2002 Profit Sharing target award. In addition, you will be paid within 30 days of your retirement date 1/12^th of your 2003 Profit Sharing target award. No further payment will be made to you under this Plan.
• Unused Vacation: You will receive a payment for any unused 2002 and 2003 vacation, including one personal day for 2003.
• Qualified Retirement Plan: You are eligible to receive a monthly benefit under the Dominion Resources Retirement Plan based upon your actual age at retirement (54.5 years of age), years of service to retirement date (8.4 years of service), salary (highest 60 consecutive months during the most recent 120 months), and estimated Social Security benefits. You cannot begin receiving a monthly benefit under this plan until you reach age 55. Once you reach age 55, you may elect to receive your monthly benefit in the form of either a straight life annuity, a joint & 50% survivor annuity, a joint & 100% survivor annuity, or a Social Security leveling annuity. You do not have to begin your annuity at age 55; you may wait until a future date to begin receiving your monthly payments. The longer you wait before beginning your annuity, the larger the monthly benefit amount will be. The Retirement Income Election Form is included as part of Attachment F for use in making your elections.
• Retiree Medical Plan: You are entitled to medical coverage under the terms of the company's retiree medical plan as in effect from time to time, and based on retirement in 2003 and a credited retirement age of 60 with 30 years of credited service. Please see Attachment G for details about the current terms of the Company's retiree medical plan and the election forms.
• Qualified Salaried Savings Plan: Since you deferred a portion of your salary to the Savings Plan, you have an account balance available to you at retirement. This balance will include your contributions to the plan, company matching contributions, and earnings and/or losses associated with the investment elections you selected. After your retirement, no further contributions (either employee or employer contributions) can be made to your account. Your account will continue to earn investment income based upon your investment elections.

You have several options concerning your existing account balance. The Internal Revenue Service does not allow you to make withdrawals (other than a rollover to an IRA or other tax-qualified plan) from a qualified savings plan without penalty until you reach age 59 1/2, or in certain situations age 55. Any withdrawal, whether now or at a future date, will be subject to income taxes in the year of distribution. Please see Attachment H, titled Participant Options at Termination, Retirement or Disability relating to the Dominion Salaried Savings Plan. To discuss your options further, or to make a retirement distribution election, please contact Dreyfus Retirement Services at 1-877-706-7283.

• Retiree Life Insurance: The Company will purchase a whole life insurance policy on your behalf with a face amount equal to 75% of your 2003 annual base salary. The Company will make the premium payments on an annual basis for seven years, after which time the policy will be fully paid-up. These annual premium payments will be taxable income to you, and will be reflected on a W-2 statement that will be issued by the Company to you each year.
• Company Car: You may elect to receive your current Company car as a gift at retirement. The value of the car will be taxable income to you. In lieu of the gift of the car, the Company will make a lump sum cash payment to you equal to the car's value, less applicable withholding taxes. Please see Attachment I to make your election.
• Home Sale and Relocation Expenses: The Company will cover expenses related to the sale of your existing home and other transfer-relocation expenses under the Company's current Transfer Relocation Policy up to a maximum of $200,000.
• Executive Deferred Compensation Plan (DCP): You currently have a balance in your Executive Deferred Compensation Plan account. In addition, you are eligible to receive the Company's lost matching contribution to the Savings Plan due to the Internal Revenue Code Section 401(a)(17) limit for the plan year. A calculation will be done in January 2003 to determine the amount, if any, that you may receive under the terms of the plan and deposited into your deferral account. You will also have the opportunity to defer any lump sum payments for which you may qualify under the ESRP and Benefit Restoration Plans.

Previously, you elected to receive a distribution from your account in the form of an annuity with four (4) annual installments. With an effective retirement date of February 1, 2003, your first installment is currently scheduled to begin in February 2004. If you elect to defer your ESRP and/or Benefit Restoration Plan lump sum payments into the DCP, you may complete a revised Distribution Election Form (enclosed - Attachment J) that will apply to the entire balance in your deferral account. If you do not submit a change on this form, your previous election will apply to your entire account balance. After retirement, and subject to approval of the Administrative Benefits Committee, you may change your distribution schedule one time.

• Dominion Security Option Plan (DSOP): In addition to continuing your participation in the DCP, you have a one-time opportunity to transfer part or all of your DCP account balance into the DSOP (See Attachment K). Moreover, you may elect to defer your ESRP and BRP lump sum payments into the DSOP (see Attachment K).

 Other Issues

• Club Memberships: Any club memberships (i.e. golf club memberships) that are transferred to you at retirement will require you to pay taxes on any initiation fees that were paid by the Company.
• Special Survivor Benefits: In addition to any survivor benefits provided under specific plans, if you die before February 1, 2003, your surviving spouse will receive the benefits described under the following headings of this memorandum: Benefits Under Employment Contracts, Severance Payment, Financial Planning, Restricted Stock, Profit Sharing Award (without the 2003 payment if you die before 2003), and Unused Vacation. In addition, your surviving spouse would receive coverage under the Company's retiree medical program and the survivor benefits under the Retirement Benefit Restoration Plan and the Executive Supplemental Retirement Plan based on the enhanced benefits provided in this memorandum.
• Indemnification: You will be provided indemnification under the terms of Article VI of the Company's Articles of Incorporation after your retirement. In summary, under paragraph 2, indemnification is mandatory for any director or officer of the Company to the full extent permitted by law and in the manner prescribed by the Virginia Stock Corporation Act and any other applicable law. Under paragraph 6, the provisions of Article VI apply to any claim that arises after it was adopted (April 1987), and any amendment, modification or repeal does not diminish the rights provided under Article VI with respect to any act or omission that occurs before the amendment, modification or repeal. Under paragraph 7, any reference to an officer includes a former officer.
• Release: Dominion Resources, Inc. and all of its subsidiaries, affiliates, directors, officers, and employees ("Dominion") forever waives and releases any and all claims it has or may have against you of any kind or nature whatsoever arising from facts, assertions, circumstances, omissions or matters occurring on or before the date hereof including all claims arising from or relating in any way to your employment with Dominion or the conclusion of that employment (whether such claims are presently known or are hereafter discovered).

GENERAL RELEASE OF CLAIMS

By signing and returning one copy of this memorandum, you agree that the payments and benefits described in this memorandum constitute a full settlement of the Company's obligations to you under any agreements relating to your employment. You also agree to sign and return along with this memorandum the General Release (Attachment L), and you acknowledge that you have received additional consideration as described in this memorandum in exchange for signing the General Release.

Please also return all completed forms within the enclosed envelope.

Please feel free to call me if you have any questions about this memorandum or your retirement.

Sincerely,

/s/ Anne M. Grier

Director-Executive Compensation

Agreed:

     /s/ Edgar M. Roach, Jr.

Edgar M. Roach, Jr.

    October 29, 20 02              

Date

c: Personnel File

Attachment L

AGREEMENT AND GENERAL RELEASE

This Agreement and General Release ("General Release") is given by Edgar M. Roach, Jr. (the "Employee") to Dominion Resources, Inc., its subsidiaries, affiliates, directors, officers, and employees (collectively referred to as "Dominion"), in exchange for good and valuable consideration, the payment of which is acknowledged by the Employee.

1. General Release.

Employee forever waives and releases any and all claims he has or may have against Dominion of any kind or nature whatsoever arising from facts, assertions, circumstances, omissions or matters occurring on or before the date hereof, including all claims arising from or relating in any way to the Employee's employment with Dominion or the conclusion of that employment (whether such claims are presently known or are hereafter discovered). This release includes, but is not limited to, a release of any claims in tort or contract, including claims for wrongful discharge, breach of the September 15, 1995 letter agreement between the Employee and Virginia Power and/or the April 16, 1999 and the December 12, 2000 letter agreements between the Employee and Dominion Resources, Inc. or any other agreement, contract, practice or policy. In addition to any other claims, the Employee specifically waives, releases, and covenants not to sue or to file any charges or administrative actions with respect to any and all claims against Dominion, or under Title VII of the Civil Rights Act, the Virginia Human Rights Act, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Americans with Disability Act, the Family and Medical Leave Act, or any other federal, state, or local law governing employment of benefits. The Employee understands claims against Dominion.

This General Release contains a release of all claims under the Age Discrimination in Employment Act ("ADEA") and, therefore, pursuant to the requirements of the ADEA, the Employee acknowledges that he has been advised that this release includes, but is not limited to, all claims under the ADEA arising up to and including the date of execution of this release; to consult with an attorney and or other advisor of his choosing concerning his rights and obligations under this release; to fully consider this release before executing it and that he has been offered ample time and opportunity, in excess of 21 days, to do so; and that this release shall become effective and enforceable 7 days following execution of this General Release by the Employee, during which 7-day period the Employee may revoke his acceptance of this General Release by delivering written notice to Anne M. Grier at Dominion Resources Services, Inc. at 120 Tredegar Street, Richmond, Virginia 23219.

2. Competition and Solicitation

Employee agrees that for a period of two years following the termination of his employment, he will not, directly or indirectly, own, mange, operate, control, be employed by, or advise any other business that engages in activities in competition with Dominion in the generation, distribution or sale of energy (a) in any state in which Dominion is at the time carrying on such business and (b) in any state in which Dominion is at the time actively negotiating to enter the business of the generation, distribution or sale of energy.

Employee further agrees that for a period of two years following the termination of his

Employment, he will not solicit or attempt to solicit any employees or customers of Dominion, orother persons or entities with or through whom Dominion has done business, for the purpose of providing goods and services or engaging in activities in competition with Dominion. Employee specifically agrees that for two years following the termination of his employment (a) Employee will not solicit, aid or encourage, directly or indirectly, any employees of Dominion to leave Dominion or work elsewhere, and (b) Employee will not solicit, aid or encourage, directly or indirectly, any of Dominion's customers to move their business from Dominion or to place business elsewhere.

3. Confidentiality.

Employee agrees to keep confidential and not disclose or make use of any Confidential

Information received during or as a result of his prior services to the Company, except as permitted in writing by the Chief Financial Officer of Dominion Resources, Inc. or as ordered by a court of competent jurisdiction. For purposes of this Agreement and General Release, Confidential Information is information about the Company or its affiliates which might reasonably be considered to be (i) confidential, (ii) adverse to the interest of the Company or its affiliates, (iii) information concerning the Company's business, business or strategic plans, or business practices that others in its industry do not generally know, or (iv) a trade secret.

4. Miscellaneous.

To the extent not governed by federal law, this General Release will be construed in accordance with the laws of the Commonwealth of Virginia, without reference to its conflict of laws rules. No provision of this General Release may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and the writing is signed by the Employee and Dominion. A waiver of any breach of or compliance with any provision or condition of this General Release is not a waiver of similar or dissimilar provisions or conditions.

WITNESS THE FOLLOWING SIGNATURE:

                  /s/ Edgar M. Roach,Jr.              

Edgar M. Roach, Jr.              

STATE OF                Virginia                                                      )

CITY/COUNTY OF                     Richmond                                       )

I, a Notary Public in and for the above jurisdiction, hereby certify that the

above named individual, personally known to me, appeared before me this     29    day of      October           , 2002, and executed the foregoing General Release.

                   /s/ Virginia M. Hart                                

Notary Public

(Seal)

My commission expires: May 31, 2004

EX-10.3

Exhibit 10.3

PERSONAL AND CONFIDENTIAL

M E M O R A N D U M

TO: James P. O'Hanlon                                       November 5, 2002

FROM: Anne M. Grier                                               Richmond, VA

Terms of Retirement

This memorandum sets forth the terms and conditions of your retirement.

Effective December 1, 2002 you will resign from all positions you hold as an officer or board member of Dominion Resources or its affiliates and subsidiaries (collectively referred to as the "Company"), except for your position as Executive Vice President of Dominion Resources Services, Inc. You will resign from that position effective February 1, 2003 and your employment with the Company will then terminate and you will be considered retired.

The additional consideration described below will not be provided until a properly executed General Release becomes effective and enforceable. The release will become effective and enforceable seven days following your execution of the General Release.

• Stock Options: You have outstanding 280,000 non-qualified stock options granted on May 17, 1999. These options are fully vested and exercisable. As additional consideration, these options will remain exercisable to their expiration date of May 17, 2009. You have 350,000 stock options granted on July 1, 2001. These options will become fully vested and exercisable as of the date of your retirement, and as additional consideration, will remain exercisable until the following expiration dates:

Percentage Expiration Date

33-1/3% January 1, 2008

33-1/3% January 1, 2009

33-1/3% January 1, 2010

• Retirement Benefit Restoration Plan: You will receive a benefit under the Company's Retirement Benefit Restoration Plan. As additional consideration, your benefit has been calculated using an age of 60 and 30 years of credited service. If you elect a lump sum payment, or a lump sum deferral to the Executive Deferred Compensation Plan or the Dominion Security Option Plan (the "Deferral Plans"), this benefit will be paid, subject to approval by the Administrative Benefits Committee, within 30 days of the date of your retirement. Please see Attachment A for an explanation of this benefit and the associated election forms.
• Executive Supplemental Retirement Plan: Under the terms of the letter agreement dated September 18, 1997, you are entitled to a lifetime benefit under the Executive Supplemental Retirement Plan if your employment continues to age 60. As additional consideration, the age requirement for this benefit is being waived and you will receive a lifetime ESRP benefit as of your retirement date. If you elect a lump sum payment or a lump sum deferral to the Deferral Plans, this benefit will be paid or deferred, subject to approval by the Administrative Benefits Committee, within 30 days of the date of your retirement. Please see Attachment B for an explanation of this benefit and the associated election forms.
• Financial Planning Services: You will receive Company-paid financial planning services for the years 2003 and 2004 up to a maximum of $8,500 per year.
• COBRA Benefits (Dental & Vision): Under the terms of the Consolidated Omnibus Budget Reconciliation Act (COBRA), you are eligible for continued coverage under the Company's dental and vision benefit plans for 18 months or, if earlier, until you are covered by another group plan. After your retirement, you will automatically receive information containing the specifics of this program, along with the proper forms in order to elect continuation of coverage. Once you receive this material, it is very important that you read this information and respond within the stated guidelines, because there is only a limited amount of time to elect coverage under the COBRA provisions. If you do not receive this material by mid-February, please contact the Executive Compensation group. As an additional benefit, if you elect this coverage, the Company will pay the monthly premiums for these benefits during this 18 month period. See Attachment C.
• Stock Purchase and Loan Program: You have an outstanding loan balance of $3,849,942.84 under the Company's Executive Stock Purchase and Loan Program. You may continue to participate in the Program after your retirement, and you will continue to receive the Company's interest rate subsidy for as long as you continue to hold the shares purchased with the loan. If you wish to cease your participation, the Company will pay for the prepayment fees and the $500 administration fee, plus as additional consideration, provide you with a gross-up amount to cover any related income taxes on the fees. Please see Attachment D for a detailed explanation if you wish to cease your participation.

Other Employment Benefits

• Restricted Stock: You have 8,333 shares of restricted stock that will vest at the date of your retirement. The value of the shares on the vesting date (February 1, 2003) will be taxable income to you at that time. Applicable withholding taxes are due and payable immediately. Please see Attachment E for your choices with regard to the satisfaction of the withholding taxes and the disposition of the shares.
• Profit Sharing Award: The 2002 Profit Sharing Plan award will be paid at the same time as other executives and it will be based on Company performance. In addition, within 30 days of your retirement date, you will be paid an amount equal to 1/12 of your 2003 Profit Sharing target award.
• Unused Vacation: You will receive a payment in the amount for each day of unused 2002 and 2003 vacation plus one personal day for 2003.
• Qualified Retirement Plan: You are eligible to receive a monthly benefit under the Dominion Resources Retirement Plan based upon your actual age at retirement (59.5 years of age), years of service to retirement date (13.0833 years of service), salary (highest 60 consecutive months during the most recent 120 months), and estimated Social Security benefits. You may elect to receive your monthly benefit in the form of either a straight life annuity, a joint & 50% survivor annuity, a joint & 100% survivor annuity, or a Social Security leveling annuity. You do not have to begin your annuity at your retirement date; you may wait until a future date to begin receiving your monthly payments. The longer you wait before beginning your annuity, the larger the monthly benefit amount will be. The Retirement Income Election Form is included as part of Attachment F for use in making your elections.
• Retiree Medical Plan: You are entitled to medical coverage under the terms of the company's retiree medical plan as in effect from time to time, based on retirement in 2003 and a credited retirement age of 60 with 30 years of credited service. Please see Attachment G for details about the current terms of the Company's retiree medical plan and the election forms.
• Qualified Salaried Savings Plan: Since you deferred a portion of your salary to the Savings Plan, you have an account balance available to you at retirement. This balance will include your contributions to the plan, Company matching contributions, and earnings and/or losses associated with the investment elections you selected. After your retirement, no further contributions (either employee or employer contributions) can be made to your account. Your account will continue to earn investment income based upon your investment elections.

You have several options concerning your existing account balance. The Internal Revenue Service does not allow you to make withdrawals (other than a rollover to an IRA or other tax-qualified plan) from a qualified savings plan without penalty until you reach age 59 1/2, or in certain situations age 55. Any withdrawal, whether now or at a future date, will be subject to income taxes in the year of distribution. Please see Attachment H, titled Participant Options at Termination, Retirement or Disability relating to the Dominion Salaried Savings Plan. To discuss your options further, or to make a retirement distribution election, please contact Dreyfus Retirement Services at 1-877-706-7283.

• Retiree Life Insurance: The Company will provide you with retiree life insurance coverage equal to 75% of your final annual base salary. This life insurance coverage will be provided through a combination of group term and whole life insurance policies. The Company will make the premium payments related to the whole life insurance on an annual basis for seven years, after which time the policy will be fully paid-up. These annual premium payments will be taxable income to you, and will be reflected on a W-2 statement that will be issued by the Company to you each year.
• Company Car: You may elect to receive your current Company car as a gift at retirement. The value of the car will be taxable income to you. In lieu of the gift of the car, the Company will make a lump sum cash payment to you in an amount equal of the value of the car, less applicable withholding taxes. Please see Attachment I to make your election.
• Executive Deferred Compensation Plan (DCP): You currently have a balance in your Executive Deferred Compensation Plan account. You will also have the opportunity to defer any lump sum payments for which you may qualify under the ESRP and Benefit Restoration Plans.

Previously, you elected to receive a distribution from your account in the form of an annuity with five (5) annual installments. With an effective retirement date of February 1, 2003, your first installment is currently scheduled to begin in February 2004. If you elect to defer your ESRP and/or Benefit Restoration Plan lump sum payments into the DCP, you may complete a revised Distribution Election Form (enclosed - Attachment J) that will apply to the entire balance in your deferral account. If you do not submit a change on this form, your previous election will apply to your entire account balance. After retirement and subject to approval of the Administrative Benefits Committee, you may change your distribution schedule one time.

• Dominion Security Option Plan (DSOP): In addition to continuing your participation in the DCP, you have a one-time opportunity to transfer part or all of your DCP account balance into the DSOP (See Attachment K). You are eligible to receive the Company's lost matching contribution to the Savings Plan due to the Internal Revenue Code Section 401(a)(17) limit for the plan year. A calculation will be done in January 2003 to determine the amount, if any, that you may receive under the terms of the plan. Moreover, you may elect to defer your ESRP and BRP lump sum payments into the DSOP (see Attachment K).

GENERAL RELEASE OF CLAIMS

By signing and returning one copy of this memorandum, you agree that the payments and benefits described in this memorandum constitute a full settlement of the Company's obligations to you under any agreements relating to your employment. You also agree to sign and return along with this memorandum the General Release (Attachment L), and you acknowledge that you have received additional consideration as described in this memorandum in exchange for signing the General Release.

Please also return all completed forms within the enclosed envelope.

Please feel free to call me if you have any questions about this memorandum or your retirement.

Thank you.

Sincerely,

/s/ Anne M. Grier

Anne M. Grier

Director-Executive Compensation

Agreed:

 /s/ James P. O'Hanlon             

James P. O'Hanlon

      11/6/02                                     

Date

c: Personnel File

Attachment L

AGREEMENT AND GENERAL RELEASE

This Agreement and General Release ("General Release") is given by James P. O'Hanlon (the "Employee") to Dominion Resources, Inc., its subsidiaries, affiliates, directors, officers, and employees (collectively referred to as "Dominion"), in exchange for good and valuable consideration, the payment of which is acknowledged by the Employee.

1. General Release.

Employee forever waives and releases any and all claims he has or may have against Dominion of any kind or nature whatsoever arising from facts, assertions, circumstances, omissions or matters occurring on or before the date hereof, including all claims arising from or relating in any way to the Employee's employment with Dominion or the conclusion of that employment (whether such claims are presently known or are hereafter discovered). This release includes, but is not limited to, a release of any claims in tort or contract, including claims for wrongful discharge, breach of the May 26, 1989 letter agreement between the Employee and Virginia Power; the December 14, 1990 Agreement between Employee and Virginia Electric & Power Company and/or the September 18, 1997 letter agreement between the Employee and Dominion Resources, Inc. or any other agreement, contract, practice or policy. In addition to any other claims, the Employee specifically waives, releases, and covenants not to sue or to file any charges or administrative actions with respect to any and all claims against Dominion, or under Title VII of the Civil Rights Act, the Virginia Human Rights Act, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Americans with Disability Act, the Family and Medical Leave Act, or any other federal, state, or local law governing employment of benefits. The Employee understands and agrees that by signing this General Release, he is forever barred from making any such claims against Dominion.

This General Release contains a release of all claims under the Age Discrimination in Employment Act ("ADEA") and, therefore, pursuant to the requirements of the ADEA, the Employee acknowledges that he has been advised that this release includes, but is not limited to, all claims under the ADEA arising up to and including the date of execution of this release; to consult with an attorney and or other advisor of his choosing concerning his rights and obligations under this release; to fully consider this release before executing it and that he has been offered ample time and opportunity, in excess of 21 days, to do so; and that this release shall become effective and enforceable 7 days following execution of this General Release by the Employee, during which 7-day period the Employee may revoke his acceptance of this General Release by delivering written notice to Anne M. Grier at Dominion Resources Services, Inc. at 120 Tredegar Street, Richmond, Virginia 23219.

2. Confidentiality.

Employee agrees to keep confidential and not disclose or make use of any Confidential Information received during or as a result of his prior services to the Company, except as permitted in writing by the Chief Financial Officer of Dominion Resources, Inc. or as ordered by a court of competent jurisdiction. For purposes of this Agreement and General Release, Confidential Information is information about the Company or its affiliates which might reasonably be considered to be (i) confidential, (ii) adverse to the interest of the Company or its affiliates, (iii) information concerning the Company's business, business or strategic plans, or business practices that others in its industry do not generally know, or (iv) a trade secret.

3. Miscellaneous.

To the extent not governed by federal law, this General Release will be construed in accordance with the laws of the Commonwealth of Virginia, without reference to its conflict of laws rules. No provision of this General Release may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and the writing is signed by the Employee and Dominion. A waiver of any breach of or compliance with any provision or condition of this General Release is not a waiver of similar or dissimilar provisions or conditions.

WITNESS THE FOLLOWING SIGNATURE:

           /s/James P. O'Hanlon                

James P. O'Hanlon                      

STATE OF                     Virginia                          )

CITY/COUNTY OF           Richmond                          )

I, a Notary Public in and for the above jurisdiction, hereby certify that the

above named individual, personally known to me, appeared before me this       6th     day of            November             , 2002, and executed the foregoing General Release.

                         /s/ Bettw W. Moore               

Notary Public                     

(Seal)                              

My commission expires: January 31, 2004

EX-10.4

Exhibit 10.4

DOMINION RESOURCES, INC.

DIRECTORS' DEFERRED CASH COMPENSATION PLAN

As Amended and in Effect September 20, 2002

TABLE OF CONTENTS

Section		Page
INTRODUCTION		1
1.	PURPOSE	2
2.	DEFINITIONS	2
3.	PARTICIPATION	5
4.	DEFERRAL ELECTION	5
5.	EFFECT OF NO ELECTION	6
6.	DEFERRED CASH BENEFITS	7
7.	DEFERRED STOCK BENEFITS	7
8.	DISTRIBUTION OF DEFERRED BENEFITS	9
9.	HARDSHIP DISTRIBUTIONS	11
10.	COMPANY'S OBLIGATION	12
11.	CONTROL BY PARTICIPANT	12
12.	CLAIMS AGAINST PARTICIPANT'S BENEFITS	12
13.	AMENDMENT OR TERMINATION	12
14.	NOTICES	13
15.	WAIVER	13
16.	CONSTRUCTION	13
17.	CORPORATE AND COMMITTEE ACTIONS AND RESPONSIBILITIES	14

PAGE 1

INTRODUCTION

Effective July 1, 1986, the Dominion Resources, Inc. Directors' Deferred Compensation Plan was adopted by Dominion Resources, Inc. to provide its Directors with flexibility in timing the receipt of Compensation and to assist Dominion in attracting and retaining qualified individuals to serve as Directors. The Plan was amended and restated effective January 1, 1994 to incorporate the Company's Retirement Plan. It was further amended and restated, effective January 1, 1996 to eliminate the retirement benefit.

Effective January 28, 2000, Consolidated Natural Gas Company was merged into Dominion Resources, Inc. and its assets and liabilities were assumed by Dominion. CNG maintained a deferred compensation plan for its directors, the Deferred Compensation Plan for Directors of Consolidated Natural Gas Company, effective February 20, 1998.

Effective January 28, 2000, Dominion amended and restated the Plan to merge the CNG Plan into the Plan to provide Deferred Benefits to CNG Participants.

The CNG Participants will have accounts established in the Plan in amounts equal to their account balances under the CNG Plan, and all rights and obligations to those accounts shall be governed by the terms of this Plan.

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1. PURPOSE. The Dominion Resources, Inc. Directors' Deferred Cash Compensation Plan is intended to constitute a deferred compensation plan for Director's fees in accordance with Revenue Ruling 71-419, 1971-2 C.B. 220.

2. DEFINITIONS. The following definitions apply to this Plan and to the Deferral Election Forms.

1. Beneficiary or Beneficiaries means a person or persons or other entity designated on a Beneficiary Designation Form by a Participant as allowed in subsection 8(c) to receive Deferred Benefits. If there is no valid designation by the Participant, or if the designated Beneficiary or Beneficiaries fail to survive the Participant or otherwise fail to take the benefit, the Participant's Beneficiary is the first of the following who survives the Participant: (1) a Participant's spouse (the person legally married to the Participant when the Participant dies); (2) the Participant's children in equal shares and the Participant's other surviving issue, per stirpes; (3) the Participant's parents; and (4) the Participant's estate.
2. Beneficiary Designation Form means a form acceptable to the Chairman of the Committee or his designee used by a Participant according to this Plan to name the Participant's Beneficiary or Beneficiaries who will receive Deferred Benefits under this Plan on account of the Participant's death.
3. Board means the board of directors of the Company, according to law and to each entity's governing documents.
4. CNG means Consolidated Natural Gas Company.
5. CNG Participant means a Participant under the terms of the CNG Plan in effect prior to the merger of the CNG Plan into this Plan.
6. CNG Plan means the Deferred Compensation Plan for Directors of Consolidated Natural Gas Company.
7. Committee means the Organization, Compensation & Nominating Committee of Dominion.
8. Company means Dominion Resources, Inc. and any of its Subsidiaries that with approval of the board of directors of Dominion adopt or have adopted this Plan; any successor business by merger, purchase, or otherwise that maintains the Plan; or any predecessor business or employer that has maintained the Plan.
9. Compensation means a Director's Meeting Fees and Retainer Fees for the Deferral Year.

PAGE 3

10. Deferral Election Form means a document governed by the provisions of section 4 of this Plan, including the portion that is the Distribution Election Form and the related Beneficiary Designation Form that applies to all of that Participant's Deferred Benefits under the Plan.
11. Deferral Year means a calendar year for which a Director has an operative Deferral Election Form.
12. Deferred Benefit means either a Deferred Cash Benefit or a Deferred Stock Benefit under the Plan for a Participant who has submitted an operative Deferral Election Form pursuant to section 4 of this Plan.
13. Deferred Cash Account means that bookkeeping record established for each Participant who elects a Deferred Cash Benefit under this Plan. A Deferred Cash Account is established only for purposes of measuring a Deferred Cash Benefit and not to segregate assets or to identify assets that may or must be used to satisfy a Deferred Cash Benefit. A Deferred Cash Account will be credited with the Participant's Compensation deferred as a Deferred Cash Benefit according to a Deferral Election Form and according to section 6 of this Plan. A Deferred Cash Account will be credited periodically with amounts based upon interest rates established by the Committee under subsection 6(b) of this Plan.
14. Deferred Cash Benefit means the Deferred Benefit elected by a Participant under section 4 that results in payments governed by sections 6 and 8 of this Plan.
15. Deferred Stock Account means that bookkeeping record established for each Participant who elects a Deferred Stock Benefit under this Plan. A Deferred Stock Account is established only for purposes of measuring a Deferred Stock Benefit and not to segregate assets or to identify assets that may or must be used to satisfy a Deferred Stock Benefit. A Deferred Stock Account will be credited with the Participant's Compensation deferred as a Deferred Stock Benefit according to a Deferral Election Form and according to section 7 of this Plan. A Deferred Stock Account will be credited periodically with amounts determined by the Committee under subsection 7(b) of this Plan.
16. Deferred Stock Benefit means the Deferred Benefit elected by a Participant under section 4 that results in payments governed by sections 7 and 8 of this Plan.
17. Director means a duly elected or appointed member of the Board who is eligible to participate in this Plan according to criteria which may from time to time be adopted by the Company.

PAGE 4

18. Distribution Election Form means that part of a Deferral Election Form used by a Participant according to this Plan to establish the duration of deferral and the frequency of payments of a Deferred Benefit. If a Deferred Benefit has no Distribution Election Form that is operative according to section 4 of this Plan, distribution of that Deferred Benefit is governed by section 8(b) of this Plan.
19. Dominion means Dominion Resources, Inc.
20. Election Date means the date established by this Plan as the date before which a Director must submit a valid Deferral Election Form to the Committee. For each Deferral Year, the Election Date is December 31 of the preceding calendar year. However, for an individual who becomes a Director during a Deferral Year, the Election Date is the thirtieth day following the date that he becomes a Director. Despite the two preceding sentences, the Committee may set an earlier date as the Election Date for any Deferral Year.
21. Meeting Fees means the portion of a Director's Compensation that is based upon the Director's attendance at Board meetings and meetings of the Company's committees, according to the Company's established rules and procedures for compensating Directors.
22. Participant means, with respect to any Deferral Year, a Director whose Deferral Election Form is operative for that Deferral Year.
23. Plan means the Dominion Resources, Inc. Directors' Deferred Cash Compensation Plan.
24. Retainer Fee means that portion of a Director's cash Compensation that is fixed and paid without regard to the Director's attendance at meetings.
25. Subsidiaries means the wholly owned first-tier subsidiaries of Dominion.
26. Terminate, Terminating, or Termination, with respect to a Participant, mean cessation of the Participant's relationship with the Company as a Director whether by death, disability or severance for any other reason. Unless the Committee determines otherwise in its sole discretion, Terminate, Terminating, or Termination do not include situations where the Participant continues to be employed by a Company or a Director on the Board of a Company.
27. Unrestricted Participant means a Participant who is not subject to the reporting requirements and other provisions of Section 16 of the Securities Exchange Act of 1934 with respect to Dominion.

PAGE 5

3. PARTICIPATION. A Director becomes a Participant with respect to a Deferred Benefit by filing a valid Deferral Election Form according to section 4 on or before the Election Date for that Deferral Year, but only if his Deferral Election Form is operative according to section 4.

4. DEFERRAL ELECTION. A deferral election is valid when a Deferral Election Form is completed, signed by the electing Director, and received by the Committee Chairman or the Committee Chairman's delegate. Deferral elections are governed by the provisions of this section.

1. A Participant may elect a Deferred Benefit for any Deferral Year if that person is a Director at the beginning of that Deferral Year or becomes a Director during that Deferral Year.
2. Before each Deferral Year's Election Date, each Director will be provided with a Deferral Election Form and a Beneficiary Designation Form. Under the Deferral Election Form for a single Deferral Year, a Director may elect on or before the Election Date to defer the receipt of all or part of the Director's Retainer Fee (in 10% increments) or the Director's Meeting Fees (in 10% increments), or both for the Deferral Year.
3. A Participant's Deferral Election Form for the Participant's Retainer Fee may specify either a Deferred Cash Benefit (in 10% increments of the deferred amount) or a Deferred Stock Benefit (in 10% increments of the deferred amount), or a combination thereof and a Participant's Deferral Election Form for the Participant's Meeting Fees may specify a Deferred Cash Benefit (in 10% increments of the amount deferred) or a Deferred Stock Benefit (in 10% increments of the amount deferred), or a combination thereof.
4. If a Participant is a Director for more than one Company, the Participant's Deferral Election Form shall apply to all the Participant's Meeting Fees, Retainer Fees or Compensation (based on the percentages indicated by the Participant on the Deferral Election Form) payable to the Participant as a Director; provided that the Participant may, with the permission of the Committee, complete a separate Deferral Election Form covering such fees payable to the Participant as a Director from each such Company.
5. Except as provided in this subsection and in subsections 6(c) and 7(c), a Participant may not elect to convert a Deferred Cash Benefit to a Deferred Stock Benefit or to convert a Deferred Stock Benefit to a Deferred Cash Benefit.

PAGE 6

6. Each Distribution Election Form is part of the Deferral Election Form on which it appears or to which it states that it is related. The Committee may allow a Participant to file one Distribution Election Form for all of the Participant's Deferred Cash Benefits, all of the Participant's Deferred Stock Benefits or all of the Participant's Deferred Benefits. The provisions of section 8(b) of this Plan apply to any Deferred Benefit under this Plan if there is no operative Distribution Election Form for that Deferred Benefit.
7. If it does so before the last business day of the Deferral Year, the Committee may reject any Deferral Election Form or any Distribution Election Form or both, and the Committee is not required to state a reason for any rejection. The Committee may modify any Distribution Election Form at any time to the extent necessary to comply with any federal securities laws or regulations. However, the Committee's rejection of any Deferral Election Form or any Distribution Election Form or the Committee's modification of any Distribution Election Form must be based upon action taken without regard to any vote of the Director whose Deferral Election Form or Distribution Election Form is under consideration, and the Committee's rejections must be made on a uniform basis with respect to similarly situated Directors. If the Committee rejects a Deferral Election Form, the Director must be paid the amounts that the Director would then have been entitled to receive if the Director had not submitted the rejected Deferral Election Form.
8. A Director may not revoke a Deferral Election Form or a Distribution Election Form after the Deferral Year begins. Any revocation before the beginning of the Deferral Year is the same as a failure to submit a Deferral Election Form or a Distribution Election Form. Any writing signed by a Participant expressing an intention to revoke a Deferral Election Form or a related Distribution Election Form and delivered to a member of the Committee before the close of business on the relevant Election Date is a revocation.

5. EFFECT OF NO ELECTION. A Director who has not submitted a valid Deferral Election Form to the Committee on or before the relevant Election Date may not defer any part of the Director's Compensation for the Deferral Year under this Plan. The Deferred Benefit of a Director who submits a valid Deferral Election Form but fails to submit a valid Distribution Election Form for that Deferred Benefit before the relevant Election Date or who otherwise has no valid Distribution Election Form for that Deferred Benefit is governed by section 8(b).

PAGE 7

6. DEFERRED CASH BENEFITS.

1. Deferred Cash Benefits will be set up in a Deferred Cash Account for each Participant and credited with interest at rates determined by the Committee. Deferred Cash Benefits are credited to the applicable Participant's Deferred Cash Account as of the day they would have been paid but for the deferral or, in the case of an Unrestricted Participant's transfer of an amount from the Unrestricted Participant's Deferred Stock Account pursuant to subsection 7(c), the date that the Unrestricted Participant's written transfer direction is received by the Committee or its designate. Interest is credited on the last day of each calendar quarter of the Deferral Year based on the Deferred Cash Account balance at the end of the preceding day.
2. Interest will be credited to Deferred Cash Accounts based on the average three-month United States Treasury Bill rates (equivalent yield, not discount yield) as published by the Federal Reserve Board. The applicable rate for each month will be determined on the last business day of the previous month. Those interest rates will apply prospectively for all current and future Deferred Cash Account balances until the basis on which interest is determined is changed by the Committee. Interest credits are accrued monthly on accumulated Deferred Cash Accounts. Interest is accrued through the end of the month preceding the month of distribution of a Deferred Cash Benefit.
3. If a Participant elects under the second sentence of subsection 4(e) of this Plan to convert a Deferred Cash Benefit into a Deferred Stock Benefit, the Participant's Deferred Cash Account will be converted to a Deferred Stock Account governed by section 7 of this Plan as of the date the Plan's provisions relating to Deferred Stock Benefits become effective for purposes of the Participant's election. In addition, once during each calendar year an Unrestricted Participant may transfer all or part (in 10% increments) of the Unrestricted Participant's Deferred Cash Account to the Unrestricted Participant's Deferred Stock Account.
4. A Deferred Cash Account under this Plan shall be established for each CNG Participant in an amount equal to his "Cash Credits" under the CNG Plan, as of the effective date of the merger between Dominion and CNG. The Deferred Cash Accounts established for CNG Participants shall be governed by the terms of this Plan.

7. DEFERRED STOCK BENEFITS. Electing Participants' Deferred Stock Benefits are governed by this section.

1. Deferred Stock Benefits will be set up in a Deferred Stock Account for each electing Participant and credited with earnings at rates determined by the Committee. A Deferred Stock Benefit attributable to a Retainer Fee is credited to the Participant's Deferred Stock Account on the last day of each calendar quarter

PAGE 8

of the Deferral Year. A Deferred Stock Benefit attributable to a Meeting Fee is credited to the Participant's Deferred Stock Account on the last day of the month in which a meeting occurs. A Deferred Stock Benefit, attributable to an Unrestricted Participant's transfer of an amount from the Unrestricted Participant's Deferred Cash Account to the Unrestricted Participant's Deferred Stock Account pursuant to subsection 7(c), is credited to the Participant's Deferred Stock Account on the date that the Unrestricted Participant's written transfer direction is received by the Committee or its designate.

2. Rates established by the Committee as the basis for additional credits to Deferred Stock Accounts will be variable rates equal to the value of dividends paid on Dominion common stock when the additional credit is made. The value of a Deferred Stock Account, at any relevant time, equals the value of the shares of Dominion common stock as if the Compensation deferred by the Participant under the Plan and any additional credits under this subsection had been used to purchase Dominion common stock on the date those amounts were credited to the Deferred Stock Account. Additional credits are credited on accumulated Deferred Stock Accounts on the date that dividends are paid on Dominion common stock.. Additional credits are accrued through the end of the year preceding the year of distribution of a Deferred Stock Benefit.
3. Once during each calendar year an Unrestricted Participant may transfer all or part (in 10% increments) of the Unrestricted Participant's Deferred Stock Account to the Unrestricted Participant's Deferred Cash Account.
4. A Deferred Stock Account under this Plan shall be established for each CNG Participant in an amount equal to each CNG Participant's "Stock Credit Account," as of the effective date of the merger between Dominion and CNG. The amount to be credited to each CNG Participant's Deferred Stock Account shall be determined on the same basis that is used for converting shares of CNG common stock into Dominion common stock in the merger between Dominion and CNG. The Deferred Stock Accounts established for CNG Participants shall be governed by the terms of this Plan.
5. If a trust is established under subsections 10(b) and 13(b) of this Plan, an electing Participant may instruct the trustee under the governing trust agreement how to vote shares of Dominion common stock allocated to that Participant's separate account under the trust according to this subsection and provisions of the governing trust agreement. Before each annual or special meeting of the Dominion shareholders, the trustee under the governing trust agreement must furnish each Participant with a copy of the proxy solicitation and other relevant material for the meeting as furnished to the trustee by Dominion, and a form addressed to the trustee requesting the Participant's confidential instructions on how to vote shares of Dominion common stock allocated to that Participant's account as of the valuation date established under the governing trust agreement

PAGE 9

preceding the record date. Upon receipt of those instructions, the trustee under the governing trust agreement must vote such stock as instructed.

8. DISTRIBUTION OF DEFERRED BENEFITS.

1. According to a Participant's Distribution Election Form, but subject to Plan subsection 4(g), a Deferred Cash Benefit must be distributed in cash. According to a Participant's Distribution Election Form, but subject to Plan subsection 4(g), a Deferred Stock Benefit must be distributed in shares of Dominion common stock equal in value to the value of the Participant's Deferred Stock Account on the last day of the month preceding the month of distribution. However, cash must be paid in lieu of fractional shares of Dominion common stock otherwise distributable. According to the procedures of Plan subsection 4(g), the Committee may modify any Participant's Distribution Election Form to prevent any distribution of Dominion common stock to pay a Deferred Stock Benefit if the total number of shares of such stock distributed under this Plan after such distribution would exceed 100,000 shares times the number of Participants in the Plan on the relevant date.
2. Except for distributions triggered by a Participant's disability, Deferred Benefits will be paid in a lump sum unless the Participant's Distribution Election Form specifies installment payments in any number of annual installments not exceeding ten (10) annual installments. For a Deferred Cash Benefit payable in installments, interest credits under Plan subsection 6(b) continue to accrue on the unpaid balance of a Deferred Cash Account. For a Deferred Stock Benefit payable in installments, additional credits under Plan subsection 7(b) do not accrue on the unpaid balance of a Deferred Stock Account after the year preceding the year in which payments begin. Instead, any additional credits that would have been credited to a Deferred Stock Account are payable to the applicable Participant in cash on the date that they would otherwise have been credited.

If a Participant Terminates as a result of disability, Deferred Benefits will be paid to such Participant in installment payments over a period of 10 years commencing on the date the Participant's disability is certified by the Committee unless the Committee, in its sole discretion, approves a longer or shorter payment period. If, after the Participant's Termination as a result of disability, such Participant recovers before the balance of the Participant's Deferred Cash and Deferred Stock Accounts under the Plan are exhausted, the Participant's distributions will be discontinued and any remaining Deferred Benefits under the Plan will be governed by the provisions of this section and the Participant's Distribution Election Forms.

PAGE 10

Unless otherwise specified in a Participant's Distribution Election Form, any lump sum payment will be paid or installment payments will begin to be paid on the February 15 of the year after the Participant's sixty-fifth birthday or on the February 15 of the year after the Participant's Termination, if earlier. For distributions that would automatically be caused under the preceding sentence by a Participant's Termination (other than by death or disability) or for distributions that would otherwise automatically begin because a Participant reaches age sixty-five, the Participant may elect on his Distribution Election Form that payments are to begin

(i) on the February 15 following the Participant's Termination, without regard to the Participant's age; or

(ii) on the February 15 following the Participant's Termination and the Participant's attainment of a specified age; or

(iii) even if the Participant does not Terminate, on the February 15 following attainment of a specified age.

For purposes of these distribution election alternatives, the specified age must be not less than the Participant's age two years from the Election Date pertaining to the applicable Deferral Year and not greater than the age at which there are no earnings limitations in order to receive full social security benefits (currently age 70). With the consent of the Committee (which shall be given or withheld in its sole discretion), an Unrestricted Participant may amend the Unrestricted Participant's Distribution Election Form to accelerate or postpone the commencement of benefits if (i) in the case of a postponed distribution, the amendment is approved by the Committee before the calendar year in which benefit payments are scheduled to begin and (ii) in the case of a postponed or accelerated distribution, the amended payment date conforms to the requirements of the Plan.

3. Deferred Benefits may not be assigned by a Participant or Beneficiary. A Participant may use only one Beneficiary Designation Form to designate one or more Beneficiaries for all of the Participant's Deferred Benefits under the Plan; such designations are revocable. A CNG Participant's Beneficiary designation under the terms of the CNG Plan shall remain in effect for purposes of this Plan unless revoked by the CNG Participant. A CNG Participant who does not have a Beneficiary designation in effect may complete a Beneficiary Designation Form to designate one or more Beneficiaries for all of the CNG Participant's Deferred Benefits under the Plan; such designations are revocable. A CNG Participant's Deferred Benefits will be distributed in accordance with the terms of this Plan, if there is no Beneficiary designation in effect on the date of the CNG Participant's death.

PAGE 11

Each Beneficiary will receive the Beneficiary's portion of the Participant's Deferred Cash Account and Deferred Stock Account on February 15 of the year following the Participant's death unless the Beneficiary's request for accelerated payment is approved at the Committee's discretion under section 10 of this Plan or unless the Beneficiary's request for a different distribution schedule is received before distributions begin and is approved at the Committee's discretion. The Committee may insist that multiple Beneficiaries agree upon a single distribution method.

4. Any Dominion common stock distributed pursuant to the Plan shall have been acquired by an "agent independent of the issuer" (i.e., the Company) within the meaning of 17 CFR 240.10b-18, as such regulation is in effect on April 19, 1985. Such acquisitions may be effected in all cases on the open market or, in the event that the Company makes available newly issued common stock, directly from the Company, provided that such common stock has been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or any successor thereto at the time such purchase is made or an exemption from such registration requirement is, in the opinion of counsel to the Company, available.

9. HARDSHIP DISTRIBUTIONS.

1. At its sole discretion and at the request of a Participant before or after the Participant's Termination, or at the request of any of the Participant's Beneficiaries after the Participant's death, the Committee may accelerate and pay all or part of any amount attributable to a Participant's Deferred Benefits under this Plan. Except as provided in Plan subsection 8(b), accelerated distributions may be allowed only in the event of a financial emergency beyond the Participant's or Beneficiary's control and only if disallowance of a distribution would create a severe hardship for the Participant or Beneficiary. An accelerated distribution must be limited to the amount determined by the Committee to be necessary to satisfy the financial emergency.
2. For purposes of an accelerated distribution of a Deferred Stock Benefit under this section, the Deferred Stock Benefit's value is determined by the value of the Deferred Stock Account at the time of the distribution.
3. Only cash distributions are permitted under this section. Distributions under this section must first be made from the Participant's Deferred Cash Account before accelerating the distribution of any amount attributable to a Deferred Stock Benefit.
4. A distribution under this section is in lieu of that portion of the Deferred Benefit that would have been paid otherwise. A Deferred Cash Benefit is adjusted for a distribution under this section by reducing the Participant's Deferred Cash

PAGE 12

Account balance by the amount of the distribution. A Deferred Stock Benefit is adjusted for a distribution under this section by reducing the value of the Participant's Deferred Stock Account by the amount of the distribution.

10. COMPANY'S OBLIGATION.

(a) The Plan is unfunded. A Deferred Benefit is at all times a mere contractual obligation of the Company. A Participant and the Participant's Beneficiaries have no right, title, or interest in the Deferred Benefits or any claim against them. Except according to Plan subsections 10(b) and 13(b), the Company will not segregate any funds or assets for Deferred Benefits nor issue any notes or security for the payment of any Deferred Benefit.

(b) Subject to Plan subsection 13(b), the Company may establish a grantor trust and transfer to that trust shares of Dominion common stock or other assets. Trust assets must be invested primarily in Dominion common stock for the purpose of measuring the value of Deferred Stock Accounts under the Plan to be distributed as Deferred Stock Benefits in the form of Dominion common stock, plus cash in lieu of fractional shares. The governing trust agreement must require a separate account to be established for each electing Participant. The governing trust agreement must also require that all Company assets held in trust remain at all times subject to the Company's judgment creditors. Dominion, in its discretion, may assume the rabbi trust established by CNG with respect to the CNG Plan and may transfer to that trust shares of Dominion common stock or other assets.

11. CONTROL BY PARTICIPANT. A Participant has no control over Deferred Benefits except according to the Participant's Deferral Election Forms, Distribution Election Forms, and Beneficiary Designation Forms.

12. CLAIMS AGAINST PARTICIPANT'S BENEFITS. A Deferred Cash Account and a Deferred Stock Account relating to a Participant under this Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so is void. Deferred Benefits are not subject to attachment or legal process for a Participant's debts or other obligations. Nothing contained in this Plan gives any Participant any interest, lien, or claim against any specific asset of the Company. A Participant or the Participant's Beneficiary has no rights other than as a general creditor.

13. AMENDMENT OR TERMINATION. Except as otherwise provided in this section, this Plan may be altered, amended, suspended, or terminated at any time as to Dominion, or any Subsidiary that has adopted the Plan (pursuant to Plan subsection 2(e)) by that entity's Board.

(a) The Plan shall be operated according to its terms (as amended periodically) and as directed by the Committee until it is effective. Once the Plan is effective, the Board of Dominion or any Subsidiary that has adopted the Plan (pursuant to Plan

PAGE 13

subsection 2(e)) may alter, amend, suspend, or terminate this Plan at any time as it relates to its Directors. However, except for a termination of the Plan caused by the determination of the applicable Board that the laws upon which the Plan is based have changed in a manner that negates the Plan's objectives, that Board may not alter, amend, suspend, or terminate this Plan without the majority consent of all Directors who are Participants if that action would result either in a distribution of all Deferred Benefits in any manner other than as provided in this Plan or that would result in immediate taxation of Deferred Benefits to Participants. Notwithstanding the preceding sentence, if any amendment to the Plan, subsequent to the date the Plan becomes effective, adversely affects Deferred Benefits elected hereunder, after the effective date of any such amendment, and the Internal Revenue Service declines to rule favorably on any such amendment or to rule favorably only if the applica ble Board makes amendments to the Plan not acceptable to such Board, the Board of each Company, in its sole discretion, may accelerate the distribution of part or all amounts attributable to affected Deferred Benefits due its Directors hereunder.

(b) The Company may only contribute to a trustee under a trust agreement by transferring cash or assets with a fair market value equal to the value (determined at the nearest month end) of the related Deferred Stock Accounts if the trust agreement contains provisions sufficient (in the opinion of either the Internal Revenue Service or counsel selected by the Company) to allow the Participants to defer income taxation on Deferred Stock Benefits until they are distributed according to this Plan and provisions sufficient (in the opinion of counsel selected by the Company) to exempt the Plan and the trust from sections 10(b) and 16(b) of the Securities Exchange Act of 1934 and applicable rules and regulations. If the Internal Revenue Service refuses to give the required opinion on such a trust, and if counsel selected by the Company is the opinion that no such trust can be created, Plan subsection 10(b) and all provisions of this Plan relating to Deferred Stock Benefits will not become effe ctive.

14. NOTICES. Notices and elections under this Plan must be in writing. A notice or election is deemed delivered if it is delivered personally or if it is mailed by registered or certified mail to the person at such person's last known business address.

15. WAIVER. The waiver of a breach of any provision in this Plan does not operate as and may not be construed as a waiver of any later breach.

16. CONSTRUCTION. This Plan is created, adopted, and maintained according to the laws of Virginia (except its choice-of-law rules). It is governed by those laws in all respects. Headings and captions are only for convenience; they do not have substantive meaning. If a provision of this Plan is not valid or not enforceable, that fact in no way affects the validity or enforceability of any other provision. Use of the one gender includes all, and the singular and plural include each other.

PAGE 14

17. CORPORATE AND COMMITTEE ACTIONS AND RESPONSIBILITIES. Each Company shall be solely responsible for the Plan as it relates to its Directors. The Committee has delegated certain administrative determinations under the Plan that do not affect individuals' participation or awards. Notwithstanding any other provision of this Plan, the issuance of Dominion common stock in settlement of a Deferred Stock Benefit shall be subject to the approval of Dominion's Board which approval is evidenced by its adoption of this Plan.

EX-12

Exhibit 12

Dominion Resources Inc. and Subsidiaries
Computation of Ratio of Earnings to Fixed Charges

(millions of dollars)

				Years Ended
			12 months ended September 30, 2002 (a)	2001 (b)	2000 (c)	1999	1998	1997 (d)
Earnings, as defined:
	Earnings before income taxes and minority interests in consolidated subsidiaries		$1,358.0	$  914.0	$  600.0	$  829.0	$  887.0	$679.0
	Distributed income from unconsolidated investees, less equity in earnings		25.7	33.0	6.3
	Fixed charges included in the determination of net income		982.2	1,025.8	1,041.7	583.0	656.1	684.1
		Total earnings, as defined	$2,365.9	$1,972.8	$1,648.0	$1,412.0	$1,543.1	$1,363.1
	Fixed charges, as defined:
		Interest charges	$1,048.5	$1,063.6	$1,039.3	$591.8	$669.5	$707.7
		Rental interest factor	29.4	18.8	18.2	8.0	6.0	7.8
		Total fixed charges, as defined	$1,077.9	$1,082.4	$1,057.5	$599.8	$675.5	$715.5
Ratio of Earnings to Fixed Charges			2.19	1.82	1.56	2.35	2.28	1.91

(a) Earnings for the twelve months ended September 30, 2002 includes a $281 million charge from a write-down of Dominion Capital, Inc. assets, a $151 million charge associated with Dominion's estimated Enron exposure, and $105 million in restructuring charges associated with a senior management restructuring initiative and other restructuring costs. Excluding these items from the calculation above results in a ratio of earnings to fixed charges for the twelve months ended September 30, 2002 of 2.69x.

(b) Earnings for the twelve months ended December 31, 2001 includes a one-time $220 million charge related to the buyout of power purchase contracts and non-utility generating plants previously serving the company under long-term contracts, a one-time $40 million charge associated with the divestiture of Saxon Capital, Inc., a $281 million charge from a write-down of Dominion Capital assets, a $151 million charge associated with Dominion's estimated Enron exposure, and $105 million in restructuring charges associated with a senior management restructuring initiative announced in November and other restructuring costs. Excluding these items from the calculation above results in a ratio of earnings to fixed charges for the twelve months ended December 31, 2001 of 2.56x.

(c) Earnings for the twelve months ended December 31, 2000 includes $579 million in restructuring and other acquisition-related costs resulting from the CNG acquisition and a write-down at Dominion Capital, Inc. Dominion is required to divest its financial services business as a result of the acquisition of CNG. Excluding these items from the calculation above results in a ratio of earnings to fixed charges for the twelve months ended December 31, 2000 of 2.10x.

(d) Earnings for the twelve months ended December 31, 1997 includes the one-time charge of $157 million for the windfall profits tax levied by the United Kingdom government. Excluding this charge from the calculation above results in a ratio of earnings to fixed charges for the twelve months ended December 31, 1997 of 2.12x.

EX-99.1

Exhibit 99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Thos. E. Capps, Chief Executive Officer of Dominion Resources, Inc. (the Company), certify that:

1. the Quarterly Report on Form 10-Q of the Company to which this certification is an exhibit for the quarter ended September 30, 2002 (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)).
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of September 30, 2002 and for the period then ended.

   /s/ Thos. E. Capps         

Thos. E. Capps
Chief Executive Officer
November 8, 2002

EX-99.2

Exhibit 99.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas N. Chewning, Chief Financial Officer of Dominion Resources, Inc. (the Company), certify that:

1. the Quarterly Report on Form 10-Q of the Company to which this certification is an exhibit for the quarter ended September 30, 2002 (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)).
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of September 30, 2002 and for the period then ended.

   /s/ Thomas N. Chewning    

Thomas N. Chewning
Chief Financial Officer
November 8, 2002