DOMINION RESOURCES, INC

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SA5I8e0+l8CJVC67EBu4fhVdogQNfrH9UbwThBOljCwO5NfKz7JijSVCBDMB/StH CA8x/+p+NtdYtRAGLJpVFg== 0000715957-03-000141.txt : 20030501 0000715957-03-000141.hdr.sgml : 20030501 20030501160634 ACCESSION NUMBER: 0000715957-03-000141 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030501 EFFECTIVENESS DATE: 20030501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMINION RESOURCES INC /VA/ CENTRAL INDEX KEY: 0000715957 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 541229715 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U5S SEC ACT: 1935 Act SEC FILE NUMBER: 030-00318 FILM NUMBER: 03677022 BUSINESS ADDRESS: STREET 1: 120 TREDEGAR STREET STREET 2: P O BOX 26532 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8048192000 MAIL ADDRESS: STREET 1: P O BOX 26532 STREET 2: 120 TREDEGAR STREET CITY: RICHMOND STATE: VA ZIP: 23219 U5S 1 u5s.htm FORM U5S DOMINION RESOURCES, INC Commission File No. 1-8489

SECURITIES AND EXCHANGE COMMISSION
Washington, DC

FORM U5S

ANNUAL REPORT
For the year ended December 31, 2002

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

Dominion Resources, Inc.

120 Tredegar Street, Richmond, VA 23219

DOMINION RESOURCES, INC.
FORM U5S-ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 2002

TABLE OF CONTENTS

		PAGE

ITEM 1.	SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2002	3
ITEM 2.	ACQUISITIONS OR SALES OF UTILITY ASSETS	17
ITEM 3.	ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES	17
ITEM 4.	ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES	18
ITEM 5.	INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES	19
ITEM 6.	OFFICERS AND DIRECTORS
	Part I. Names, principal business address and positions held as of December 31, 2002	21
	Part II. Banking Connections	42
	Part III. Compensation and other related information	43
ITEM 7.	CONTRIBUTIONS AND PUBLIC RELATIONS	44
ITEM 8.	SERVICE, SALES AND CONSTRUCTION CONTRACTS
	Part I. Contracts for services or goods between system companies	44
	Part II. Contracts to purchase services or goods between system company and any affiliate	46
	Part III. Employment of any person by any system company for the performance on a continuing basis of management services	46
ITEM 9.	WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
	Part I. Information concerning interests held by system companies in exempt wholesale generators or foreign utility companies	46
	Part II. Relationship of exempt wholesale generators and foreign utility companies to system companies, and financial data	56
	Part III. Investment in exempt wholesale generators and foreign utility companies	56
ITEM 10.	FINANCIAL STATEMENTS AND EXHIBITS
	Financial Statements	56
	Exhibits	71

Page 3

DOMINION RESOURCES, INC.
FORM U5S-ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 2002

ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002

Name of Company

Business

Number of Common Shares Owned

% of Voting Power

Issuer's Book Value

Owner's Book Value

(Thousand of Dollars)

Dominion Resources, Inc. (Dominion) (note 1)

Holding company

Consolidated Natural Gas Company (CNG):

Holding company

100

100%

3,808,935

7,719,026

Unsecured debt
(Exhibit F-1)

562,545

CNG Coal Company (CNG Coal)

Held coal properties

2,236

100%

CNG International Corporation (CNG International)

Energy related activities outside the United States

23,855

100%

Unsecured debt
(Exhibit F-1)

CNG Kauai, Inc.

Holding company

100%

Kauai Power Partners, L.P. (note 4)

Power generation project

N/A

100%

DBNGP Finance Company, LLC

Holding company

N/A

50%

CNG Cayman Two Ltd. (note 3)

Holding company

76.92%

CNG Labuan One Limited

Holding company

N/A

100%

Epic Energy Australia Trust

Operates natural gas pipelines in Australia

N/A

33%

Epic Development (TPA) Pty Limited *

Holding company

N/A

33%

Epic Energy East Pipelines Pty Ltd. *

Holding company

N/A

33%

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

Energy investment fund

N/A

16.5%

CNG Main Pass Gas Gathering Corporation

Gas gathering

100%

Dauphin Island Gathering Partners

Gas gathering

N/A

13.6%

CNG Oil Gathering Corporation

Oil gathering

100%

Main Pass Oil Gathering Company

Oil gathering

N/A

33.3%

CNG Power Services Corporation

Electric power marketing

1,552

100%

Armstrong Energy Limited Partnership, LLLP (note 5)

Power generation project

N/A

100%

Dominion Cove Point, Inc. (note 2)

Holding company

100

100%

Unsecured debt
(Exhibit F-1)

Dominion Cove Point LNG Company, LLC (note 2)

Supports liquified natural gas import facility

N/A

100%

Page 4

Name of Company						Business	Number of Common Shares Owned	% of Voting Power	Issuer's Book Value	Owner's Book Value
									(Thousand of Dollars)
		Dominion Gas Projects Company, LLC (note 2)				Supports liquified natural gas import facility	N/A	100%	**	**
				Dominion Cove Point LNG, LP (note 2)		Liquified natural gas import facility	N/A	100%	**	**
					Unsecured debt (Exhibit F-1)				**	**
	Dominion CNG Capital Trust I (note 29)					Business trust	247,423	100%	**	**
	Dominion Exploration & Production, Inc. (Dominion E&P)					Oil and gas exploration and production	43,900	100%	**	**
			Unsecured debt (Exhibit F-1)						**	**
			CNG Pipeline Company			Oil pipeline	12,000	100%	**	**
			DEPI Texas Holdings, LLC (note 2)			Holding company	N/A	100%	**	**
				Dominion Exploration & Production I, L.P. (notes 2 and 6)		Holds exploration and production companies	N/A	100%	**	**
	Dominion Field Services, Inc. (Dominion Field Services)					Gas marketing and gas storage services	1,722	100%	**	**
	Dominion Greenbrier, Inc. (note 1)					Holding company	100	100%	**	**
		Unsecured debt (Exhibit F-1)							**	**
		Greenbrier Pipeline Company, LLC				Develop, own & operate interstate natural gas pipeline	N/A	67%	**	**
		Greenbrier Marketing Company, LLC* (note 2)				Gas marketing	N/A	100%	**	**
	Dominion Iroquois, Inc. (note 7)					Holds interest in gas transmission system	2,394	100%	**	**
			Iroquois Gas Transmission System, L.P.			Gas transmission	N/A	24.72%	**	**
	Dominion Natural Gas Storage, Inc.					Owns gas storage facilities	100	100%	**	**
		Unsecured debt (Exhibit F-1)							**	**
	Dominion Oklahoma Texas Exploration & Production, Inc. (DOTEPI)					Holding company	100	100%	**	**
			Unsecured debt (Exhibit F-1)						**	**
			American Exploration Production Company*			Holding company	500	100%	**	**
			American Reserves Corporation*			Holding company	10,000	100%	**	**
			Conquest Associates II			Holds oil and gas properties	N/A	49%	**	**
			Dominion Gas Marketing, Inc.			Holding company	100	100%	**	**
			LDNG Acquisition, Inc. *			Holding company	1000	100%	**	**

Page 5

Name of Company

Business

Number of Common Shares Owned

% of Voting Power

Issuer's Book Value

Owner's Book Value

(Thousand of Dollars)

LDNG Texas Holdings, Inc.

Holding company

500

100%

Dominion Natural Gas I, L.P. (note 8)

Holds oil and gas properties

N/A

100%

Stonewater Pipeline Company, L.P. (note 9)

Holds pipeline

N/A

100%

Stonewater Pipeline Company of Texas, Inc.

Holding company

1,000

100%

Dominion Products and Services, Inc.

Markets energy-related services

399

100%

Dominion Member Services, Inc.

Offers products and services to retail customers

100%

Dominion Retail, Inc. (Dominion Retail)

Retail energy marketing

600

100%

Dominion Transmission, Inc. (Dominion Transmission)

Gas transmission

60,101

100%

847,005

Unsecured debt
(Exhibit F-1)

325,773

Tioga Properties, LLC
(note 2)

Holding company

N/A

100%

Unsecured debt
(Exhibit F-1)

Farmington Properties, Inc. (note 2)

Holding company

1,000

100%

NE Hub Partners, L.L.C. (note 2)

Gas storage

N/A

100%

NE Hub Partners, L.P. (notes 2 and 10)

Gas storage

N/A

100%

Hope Gas, Inc. (Dominion Hope)

Gas utility

449,000

100%

81,016

79,943

Unsecured debt
(Exhibit F-1)

35,982

The East Ohio Gas Company (Dominion East Ohio)

Gas utility

4,759,353

100%

482,137

484,029

Unsecured debt
(Exhibit F-1)

293,379

The Peoples Natural Gas Company (Dominion Peoples)

Gas utility

1,835,350

100%

309,881

300,837

Unsecured debt
(Exhibit F-1)

128,821

Dominion Capital, Inc. (Dominion Capital) (notes 1 and 11)

Financial services holding company

100%

Unsecured debt (Exhibit F-1)

Boston Capital Tax Credit Fund Limited Partnership - Series 6

Holds low-income housing assets

N/A

11.86%

Boston Capital Tax Credit Fund II Limited Partnership - Series 11

Holds low-income housing assets

N/A

10.46%

Boston Financial Institutional Tax Credits Special Investments, L.P.

Holds low-income housing assets

N/A

10.84%

Page 6

Name of Company					Business	Number of Common Shares Owned	% of Voting Power	Issuer's Book Value	Owner's Book Value
								(Thousand of Dollars)
	Catalyst Old River Hydroelectric Limited Partnership				Electric power production	N/A	25%	**	**
	Dominion Capital Ventures Corporation				Middle market commercial lending	100	100%	**	**
		Unsecured debt (Exhibit F-1)						**	**
		First Dominion Capital, LLC			Middle market commercial lending	930,000	100%	**	**
			Unsecured debt (Exhibit F-1)					**	**
			Dallastown Realty I, LLC		Holding company	100	100%	**	**
				Dallastown Realty II, LLC	Property acquisitions	100	100%	**	**
			DRF Acquisition, LLC		Publisher of daily racing form	N/A	29.1%	**	**
			FFI Acquisition Corp.		Sales of dinnerware	200,000	12%	**	**
			Gichner Systems Group, Inc.		Manufacturer of shelters & enclosures	1,000	100%	**	**
			Home Fragrance Holdings, Inc.		Manufacturer & distributor of candles	16,250	11.47%	**	**
			MassMicroelectronics, LLC		Microcircuits	N/A	100%	**	**
			Starcom Holdings, Inc.		Electrical contracting	24,660	10.21%	**	**
	Dominion First Source, Inc.				Holding company	100	100%	**	**
		Compendia Media Group			Compilation and sale of recorded music	4,000	100%	**	**
			CMG Holdings, LLC (note 2) *		Copyright holder on video productions	N/A	100%	**	**
			Compendia Direct, LLC (note 2) *		Direct marketing	N/A	100%	**	**
			Intersound, Inc. *		Music publishing	3,000	100%	**	**
			JustMike, Inc. *		Music publishing	3,000	100%	**	**
			Lexicon Music, Inc. *		Music publishing	3,000	100%	**	**
			Peg Publishing, Inc. *		Music publishing	3,000	100%	**	**
			Royce Publishing, Inc. *		Music publishing	3,000	100%	**	**
		DEH Arizona, LLC *			Real estate holding	N/A	50%	**	**
		HLHN Holdings, LLC *			Holding company	N/A	15%	**	**
		Marine Optical, Inc. *			Designer & distributor of eyewear	725,824	100%	**	**
	Dominion Land Management Company - Williamsburg				Real estate management	10,000	100%	**	**
	Old North State Management Company *				Real estate management	100	100%	**	**
	Dominion Lands, Inc.				Land development	10	100%	**	**
		Unsecured debt (Exhibit F-1)						**	**
		Governor's Land Associates			Land development	N/A	100%	**	**

Page 7

Name of Company					Business	Number of Common Shares Owned	% of Voting Power	Issuer's Book Value	Owner's Book Value
								(Thousand of Dollars)
		Lake Badin Associates			Land development	N/A	100%	**	**
			Uwharrie Point Building Company, LLC		Construction management	N/A	100%	**	**
		Stonehouse Development Company, LLC			Land development	N/A	100%	**	**
			Stonehouse Real Estate Company, LLC		Real estate development	N/A	100%	**	**
			The Association at Stonehouse, Inc.		Homeowners' association	N/A	100%	**	**
		Widewater Associates			Land development	N/A	100%	**	**
	Dominion Venture Investments, Inc.				Middle market commercial lending	100	100%	**	**
		Cambrian Capital Corporation			Oil/Gas financial lending	3,000	46%	**	**
			Triassic Energy Corporation		Oil/Gas financial lending	1,000	100%	**	**
				Devonian Energy Corporation	Oil/Gas financial lending	1,000	100%	**	**
		Cambrian Capital Partners, L.P.			Oil/Gas financial lending	N/A	45%	**	**
			Triassic Energy Partners, L.P. (note 12)		Oil/Gas financial lending	N/A	100%	**	**
				Devonian Energy Partners, L.P. (note 13)	Oil/Gas financial lending	N/A	100%	**	**
	H-W Properties, Inc.				Real estate investment	801	100%	**	**
		Waterford Harbor Realty, Inc. *			Real estate development	100	100%	**	**
	First Source Equity Holdings, Inc.				Holding company	100	100%	**	**
	First Source Financial, Inc.				Middle market commercial lending	1,000	100%	**	**
		Spell Capital Partners Fund I, L.P.			Investment company	N/A	10%	**	**
	Louisiana Hydroelectric Capital Corp.				Investment company	10	100%	**	**
	Massachusetts Properties Limited Partnership				Holds low income housing assets	N/A	10.24%	**	**
	NH Capital, Inc.				Holding company	10	100%	**	**
	OptaCor Financial Services Company, Inc.				Direct mail unsecured consumer loans	100	100%	**	**
	Rincon Securities, Inc.				Investment company	1	100%	**	**
	Shoulders Hill/DCI Properties, Inc.				Real estate investment	100	100%	**	**
	Goodman Segar Hogan, Inc.				Real estate company	10,800	100%	**	**
		Denbigh Shopping Center Associates			Holding company	N/A	95%	**	**
			Turnbarr Associates		Real estate	N/A	37.5%	**	**
		Goodman Segar Hogan of Orlando, Inc. *			Holding company	5,000	100%	**	**
		Historic Town Square Company			Real estate	N/A	60%	**	**

Page 8

Name of Company

Business

Number of Common Shares Owned

% of Voting Power

Issuer's Book Value

Owner's Book Value

(Thousand of Dollars)

Stonehouse, Limited Liability Company*

Real estate investment

N/A

50%

Stonehouse Communication LLC *

Cable franchise

N/A

100%

Vidalia Audit, Inc.

Audit company for hydroelectric project

100

100%

Virginia Financial Ventures, Inc.

Commercial finance

100

100%

First Source Financial, LLP (note 14)

Middle market commercial lending

N/A

100%

FS Warrant, L.P.
(notes 1 and 15)

Holding company

N/A

100%

Tristar Enterprises, LLC

Vacuum cleaner sales

N/A

40%

Firearms Training Systems, Inc.

Firearms training

9,467,188

13.77%

Williams Court/DCI Properties, Inc.

Real estate investment

100

100%

Dominion Energy, Inc. (Dominion Energy ) (note 1)

Holding company

100%

Unsecured debt (Exhibit F-1)

Caithness BLM Group, L.P.

Geothermal electric generation

N/A

20%

Caithness Navy II Group, L.P.

Geothermal electric generation

N/A

23%

DEI Cayman Holding Company *

Holding company

100

100%

Dominion Energy Holding Cayman Company LDC * (note 16)

Holding company

100

100%

Dominion do Brasil Ltda. * (note 17)

Holding company

10,000

100%

Doma Energia e Participacoes Ltda. *

Power generation project

10,000

100%

Dominion Armstrong, Inc.

Holding company

100

100%

Dominion Armstrong Services Company, Inc.

Administrative services

100

100%

Dominion Black Warrior Basin, Inc.

Methane gas production

100%

Dominion Cleveland Thermal, Inc.

Holding company

100

100%

Dominion Cleveland Thermal, LLC

Holding company

N/A

100%

Dominion Cleveland Thermal Generation, LLC

Steam and chilled water generation

N/A

100%

Dominion Cleveland Steam Distribution, LLC

Steam distribution

N/A

100%

Dominion Cleveland Chilled Water Distribution, LLC

Chilled water distribution

N/A

100%

Dominion Cogen, Inc.

Holding company

100

100%

Page 9

Name of Company				Business	Number of Common Shares Owned	% of Voting Power	Issuer's Book Value	Owner's Book Value
							(Thousand of Dollars)
	Dominion Cogen WV, Inc.			Holding company	10	100%	**	**
		Morgantown Energy Associates		Cogeneration Plant	N/A	50%	**	**
			Unsecured debt (Exhibit F-1)				**	**
	Dominion Davidson, Inc. * (note 30)			Power generation project	100	100%	**	**
	Dominion Dresden, Inc.			Holding company	100	100%	**	**
		Dresden Energy, LLC		Power generation project	N/A	100%	**	**
	Dominion Dresden Services, Company, Inc.			Administrative services	100	100%	**	**
	Dominion Elwood, Inc.			Holding company	100	100%	**	**
		Elwood Energy LLC		Power generation project	N/A	50%	**	**
			Elwood II Holdings, LLC	Hold and resell turbines	N/A	100%	**	**
			Elwood III Holdings, LLC	Hold and resell turbines	N/A	100%	**	**
	Dominion Elwood Expansion, Inc. * (note 30)			Holding company	100	100%	**	**
		Elwood Expansion, LLC *		Holds land	N/A	50%	**	**
	Dominion Elwood Services Company, Inc.			Administrative services	10	100%	**	**
	Dominion Energy Clearinghouse Storage Services, Inc. * (note 30)			Storage service contracts	100	100%	**	**
	Dominion Energy Construction Company			General contractor	100	100%	**	**
	Dominion Energy Direct Sales, Inc.			Gas and electric marketing	100	100%	**	**
		Unsecured debt (Exhibit F-1)					**	**
	Dominion Energy Exchange, Inc.			Investor in electronic marketplace	100	100%	**	**
		EIP Holdings, LLC		Holds interest in TradeSpark, LP	N/A	10%	**	**
	Dominion Energy Marketing, Inc.			Power marketing	100	100%	**	**
	Dominion Energy Peru Holdings, Inc. *			Holding company	100	100%	**	**
	Dominion Energy Services Company, Inc. (DESCO)			Administrative services	10	100%	**	**
	Dominion Equipment, Inc.			Leasing company	100	100%	**	**
	Dominion Equipment II, Inc. * (note 30)			Leasing company	100	100%	**	**
	Dominion Equipment III, Inc.			Leasing company	100	100%	**	**
	Dominion Fairless Hills, Inc.			Holding company	100	100%	**	**
		Fairless Energy, LLC		Power generation project	N/A	100%	**	**
	Dominion Kincaid, Inc.			Holding company	10	100%	**	**
		Kincaid Generation, L.L.C. (note 18)		Non-regulated power generation	N/A	100%	**	**
	Dominion Mt. Storm Wind, Inc.* (notes 2 and 30)			Power generation project	100	100%	**	**

Page 10

Name of Company				Business	Number of Common Shares Owned	% of Voting Power	Issuer's Book Value	Owner's Book Value
							(Thousand of Dollars)
	Dominion North Star Generation, Inc.* (note 30)			Holding company	100	100%	**	**
		North Star Generation, LLC *		Power generation project	N/A	90%	**	**
	Dominion Nuclear, Inc.			Holding company	100	100%	**	**
		Unsecured debt (Exhibit F-1)					**	**
		Dominion Nuclear Holdings, Inc.		Holding company	100	100%	**	**
		Dominion Nuclear Marketing I, Inc.		Spot market sales	100	100%	**	**
			Unsecured debt (Exhibit F-1)				**	**
		Dominion Nuclear Marketing II, Inc.		Contract power sales	100	100%	**	**
			Unsecured debt (Exhibit F-1)				**	**
			Dominion Nuclear Connecticut, Inc. (note 19)	Nuclear generation	3	100%	**	**
		Dominion Nuclear Marketing III, LLC (note 20)		Power sales	N/A	100%	**	**
			Unsecured debt (Exhibit F-1)				**	**
	Dominion Person, Inc.			Power generation project	100	100%	**	**
	Dominion Petroleum Marketing, Inc. * (notes 2 and 30)			Holding company	100	100%	**	**
	Dominion Pleasants, Inc.			Holding company	100	100%	**	**
		Pleasants Energy, LLC		Power generation project	N/A	100%	**	**
	Dominion Pleasants Services Company, Inc.			Administrative services	100	100%	**	**
	Dominion Reserves, Inc.			Exploration and production	10	100%	**	**
		Unsecured debt (Exhibit F-1)					**	**
		Carthage Energy Services, Inc.		Gas marketing	500	100%	**	**
		Cypress Energy, Inc.		Exploration and production	10	100%	**	**
			Unsecured debt (Exhibit F-1)				**	**
		Dominion Appalachian Development, Inc.		Exploration and production	10	100%	**	**
		Dominion Appalachian Development Properties, LLC (note 21)		Exploration and production	N/A	100%	**	**
			Unsecured debt (Exhibit F-1)				**	**

Page 11

Name of Company

Business

Number of Common Shares Owned

% of Voting Power

Issuer's Book Value

Owner's Book Value

(Thousand of Dollars)

Dominion Gas Processing MI, Inc.

Natural gas processing

100%

Unsecured debt (Exhibit F-1)

Frederic HOF Limited Partnership

Natural gas processing

N/A

94%

Wilderness Chester Gas Processing, L.P.

Natural gas processing

N/A

46.09%

Wilderness Energy, L.C.

Natural gas processing & gathering

N/A

50%

Wilderness Energy Services Limited Partnership (note 22)

Natural gas processing & gathering

N/A

75.5%

Dominion Midwest Energy, Inc.

Oil & gas development

100%

Dominion Reserves Gulf Coast, Inc.

Oil & gas development

100%

Dominion Reserves-Indiana, Inc.

Oil & gas development

100%

Unsecured debt
(Exhibit F-1)

Dominion Michigan Production Services, Inc.

Oil & gas development

100%

Dominion Reserves-Utah, Inc.

Methane gas production

100%

Dominion San Juan, Inc.

Holding company

100%

San Juan Partners, L.L.C.

Oil & gas investments

N/A

100%

Dominion State Line, Inc.
(note 2)

Holding company

100

100%

Dominion State Line Ventures, Inc. (note 2)

Holding company

1,000

100%

State Line Holding Corporation (note 2)

Holding company

1,000

100%

State Line Holding II, LLC (note 2)

Holding company

N/A

100%

State Line Energy, LLC (notes 2 and 23)

Power generation

N/A

100%

Unsecured debt (Exhibit F-1)

Dominion Storage, Inc.

Holding company

100%

Dominion Energy Canada Limited (note 24)

Holding company

73,886

100%

Dominion Energy Clearinghouse Canada, Inc.* (notes 2 and 30)

Holding company

100%

Dominion Exploration Canada Ltd. (note 1)

Holding company

100%

Domcan Boundary Corp. (note 1)

Gas & oil exploration and development

26,343,437

100%

Dominion Exploration Partnership (note 25)

Gas & oil exploration and development

N/A

100%

Dominion Troy, Inc.

Holding company

100

100%

Troy Energy, LLC

Power generation project

N/A

100%

Page 12

Name of Company							Business	Number of Common Shares Owned	% of Voting Power	Issuer's Book Value	Owner's Book Value
										(Thousand of Dollars)
		Dominion Troy Services Company, Inc.					Administrative services	100	100%	**	**
		Luz Solar Partners Ltd. VII, L.P.					Solar electric generation	N/A	15%	**	**
		Niton US, Inc.					Holding company	10	100%	**	**
		Remington, LLC					Holding company	N/A	100%	**	**
					Domcan NS1ULC (note 26)		Holding company	100	100%	**	**
		Rumford Cogeneration Company, Ltd.					Cogeneration	N/A	10%	**	**
		Dominion Wagram, Inc.					Holds steam plant contracts	100	100%	**	**
	Dominion Alliance Holding, Inc.						Holding company	100	100%	**	**
		Unsecured debt (Exhibit F-1)								**	**
	Dominion Canada Finance Company (note 27)						Issue public debt securities in Canada	100	100%	**	**
	Dominion Energy Holdings, Inc. * (note 30)						Holding company	100	100%	**	**
	Dominion Energy Technologies, Inc.						Investments in emerging energy related technologies and companies	1	100%	**	**
		Nth Power Technologies Fund II-A, L.P.					Investments in emerging energy related technologies and companies	N/A	17.8%	**	**
	Dominion Metering Services, Inc.						Meter reading services	100	100%	**	**
		Unsecured debt (Exhibit F-1)								**	**
	Dominion Ohio ES, Inc.						Holding company	100	100%	**	**
			Dominion Ohio ES, LLC				Engineering and consulting services	N/A	49%	**	**
	Piedmont Share Trust						Business trust	N/A	100%	**	**
	Dominion Resources Services, Inc. (DRS) (note 28)						Service company	201	100%	62,721	62,721
	Dominion Resources Capital Trust I (note 29)						Business trust	7,732	100%	**	**
	Dominion Resources Capital Trust II (note 29)						Business trust	11,135	100%	**	**
	Dominion Resources Capital Trust III (note 29)						Business trust	232	100%	**	**
	Dominion Technical Solutions, Inc. (note 2)						Engineering, construction and other services	100	100%	**	**
	DT Services, Inc.						Holding company	5,600,000	100%	**	**
		Dominion Fiber Ventures, LLC					Holding company	N/A	50%	**	**
				Unsecured debt (Exhibit F-1)						**	**
				Dominion Telecom, Inc.			Telecommunication services	158	100%	**	**
						Dominion Telecom East, LLC (note 2)	Telecommunications services	N/A	50%	**	**
	Virginia Electric and Power Company (Virginia Power) (note 1)						Electric utility	171,484	100%	4,331,074	4,331,074

Page 13

Name of Company				Business	Number of Common Shares Owned	% of Voting Power	Issuer's Book Value	Owner's Book Value
							(Thousand of Dollars)
	Virginia Power Capital Trust I* (note 29)			Business trust	167,010	100%	**	**
	Virginia Power Capital Trust II (note 2 and 29)			Business trust	16,494,816	100%	**	**
	Virginia Power Fuel Corporation			Nuclear fuel procurement	1,000	100%	**	**
		Unsecured debt (Exhibit F-1)					**	**
	Virginia Power Services, Inc. (VP Services) (note 1)			Holding company	1,100	100%	**	**
		Unsecured debt (Exhibit F-1)					**	**
		Dominion Energy Clearinghouse, Inc. * (note 30)		Holding company	100	100%	**	**
		Dominion Generation Corporation * (note 30)		Holding company	100	100%	**	**
		Virginia Power Energy Marketing, Inc. (VP Energy Marketing)		Fuel procurement	1,000	100%	**	**
			Unsecured debt (Exhibit F-1)				**	**
		Virginia Power Services Energy Corp., Inc. (VP Power Services Energy)		Fuel procurement	1	100%	**	**
			Unsecured debt (Exhibit F-1)				**	**
		Virginia Power Nuclear Services Company (VP Nuclear Services)		Nuclear management and operational services	100	100%	**	**
			Unsecured debt (Exhibit F-1)				**	**
		VP Property, Inc.		Real estate holding company	1	100%	**	**

___________

*Indicates company is inactive.

** Information is being filed confidentially under Rule 104.

Page 14

ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (continued)

Notes to Item 1:

1.	The following companies were dissolved or sold during 2002.
	Name of Subsidiary Dissolved	Date of Dissolution
	Alberta Hub Joint Venture	01/01/2002
	Domcan Boundary Holding, Inc.	01/01/2002
	Dominion Capital Financial, Inc.	01/30/2002
	First Dominion Securities, LLC	02/04/2002
	PlatinumCD.com, Inc.	02/25/2002
	Dakotah Direct II, L.L.C.	03/01/2002
	Dominion Monroe, Inc.	03/18/2002
	Dominion Monroe, L.L.C.	03/18/2002
	Dominion Montgomery, Inc.	03/18/2002
	Air Cargo Associates	04/08/2002
	Dominion Upshur, Inc.	05/03/2002
	Dominion Upshur, LLC	05/03/2002
	Uwharrie Point Community Association, Inc.	06/01/2002
	Dominion Pipeline - Greenbrier, Inc.	06/25/2002
	Evantage, Inc.	06/26/2002
	Bridgeway Management Company	08/19/2002
	Chesterfield Land, Inc.	08/19/2002
	Dominion Land Management Company	08/19/2002
	Dominion Lands - Williamsburg, Inc.	08/19/2002
	Stanton Associates, Inc.	08/19/2002
	Waterford Management Company	08/19/2002
	Edgen, Inc.	08/27/2002
	OId North I, LLC	09/10/2002
	DEI U.K., Inc.	11/14/2002
	DR Nottingham Investments	11/14/2002
	Dominion Hickman, Inc.	11/18/2002
	DF Holdings, Inc.	11/20/2002
	Piece Dye Acquisition Corporation	11/20/2002
	Baxter Road Associates	12/31/2002

P][age 15

ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (continued)

2.	The following is a listing of companies acquired or formed during the year of 2002.
	Name of Subsidiary	State of Incorporation	Date of Incorporation	Date of Acquisition	Nature of Business
	Virginia Power Capital Trust II	Delaware	5/26/2000		Business Trust
	Dominion Petroleum Marketing, Inc.	Virginia	1/08/2002		Holding company
	Dominion State Line, Inc.	Delaware	2/21/2002		Holding company
	Dominion State Line Ventures, Inc.	Delaware	4/8/1996	6/3/2002	Holding company
	State Line Holding Corporation	Delaware	7/2/1997	6/3/2002	Holding company
	State Line Holding II, LLC	Delaware	2/22/2002	6/3/2002	Holding company
	State Line Energy, LLC	Indiana	4/11/1996	6/3/2002	Power generation - Indiana
	Dominion Technical Solutions, Inc.	Virginia	4/16/2002		Engineering, construction and other services
	Farmington Properties, Inc.	Pennsylvania	6/14/1994	6/28/2002	Holding company
	NE Hub Partners, LLC	Delaware	12/31/1997	6/28/2002	Natural gas storage
	NE Hub Partners, LP	Delaware	12/20/1994	6/28/2002	Natural gas storage
	Greenbrier Marketing Company, LLC	Delaware	6/26/2002		Market excess transmission capacity
	Compendia Direct, LLC	Nevada	7/01/2002		Direct marketing
	CMG Holdings, LLC	Nevada	7/16/2002		Copyright holder
	Dominion Telecom East, LLC	New York	5/22/1998	4/10/2002	Telecommunications services
	Dominion Mt. Storm Wind, Inc.	Delaware	8/07/2002		Power generation project
	Dominion Cove Point, Inc.	Virginia	8/13/2002		Holding company
	Dominion Cove Point LNG Company, LLC	Delaware	4/28/2000	9/5/2002	Supports liquefied natural gas import facility
	Dominion Gas Projects Company, LLC	Delaware	2/1/2000	9/5/2002	Supports liquefied natural gas import facility
	Dominion Cove Point LNG, LP	Delaware	10/28/1993	9/5/2002	Liquefied natural gas import facility
	Dominion Energy Clearinghouse Canada, Inc.	Alberta	11/7/2002		Holding company
	DEPI Texas Holdings, LLC	Delaware	12/16/2002		Holding company
	Dominion Exploration & Production I, L.P.	Texas	12/18/2002		Holds exploration and production properties in Texas

3.	CNG Cayman Two Ltd. is owned 76.92% by DBNGP Finance Company LLC with CNG International owning the remaining 23.08% interest.
4.	Kauai Power Partners, L.P. is owned 99% by CNG Kauai, Inc. with a 1% general partnership interest and a 98% limited partnership interest, with CNG International owning the remaining 1% limited partnership interest.

Page 16

ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (continued)

5.	Armstrong Energy Limited Partnership, LLLP is owned 99% by CNG Power Services Corporation with Dominion Armstrong, Inc. owning the remaining 1% interest.
6.	Dominion Exploration & Production I, L.P. is owned 99% by DEPI Texas Holdings, LLC with a limited partnership interest, with Dominion E&P holding a 1% general partnership interest.
7.	Effective March 31, 2002 CNG purchased the outstanding stock of Dominion Iroquois, Inc. from Dominion Transmission, Inc.
8.	Dominion Natural Gas I, L.P. is owned 99% by LDNG Texas Holdings Inc. with DOTEPI owning the remaining 1% interest.
9.	Stonewater Pipeline Company, L.P., is owned 99% by LDNG Texas Holdings, Inc. with the remaining 1% interest held by Stonewater Pipeline Company of Texas, Inc.
10.	NE Hub Partners, L.P. is owned 99% by NE Hub Partners, LLC with Tioga Properties, LLC owning the remaining 1% interest.
11.	Dominion Capital, Inc. holds 97% of the non-voting membership interest in Trilon Dominion Partners, LLC. Trilon Dominion Partners, LLC holds a 73% interest in Wilshire Technologies, Inc., a medical supply company.
12.	Triassic Energy Partners, L.P. is owned 99% by Cambrian Capital Partners, L.P. with Triassic Energy Corporation owning the remaining 1% interest.
13.	Devonian Energy Partners, L.P. is owned 99% by Triassic Energy Partners, L.P. with Devonian Energy Corporation owning the remaining 1% interest.
14.	First Source Financial, LLP is owned 50% by Virginia Financial Ventures, Inc. and 50% by NH Capital, Inc.
15.	FS Warrant, L.P is owned 99% by First Source Financial, LLP with First Source Equity Holdings, Inc. owning the remaining 1% interest.
16.	Dominion Energy Holding Cayman Company LDC is owned 99% by DEI Cayman Holding Company with DEI owning the remaining 1% interest.
17.	Dominion do Brasil Ltda. is owned 99% by Dominion Energy Holding Cayman Company LDC with DEI Cayman Holding Company owning the remaining 1% interest.
18.	Dominion Kincaid, Inc. holds a 99% interest in Kincaid Generation, LLC with DEI owning the remaining 1% interest.
19.	Dominion Nuclear Connecticut, Inc. is owned 70% by Dominion Nuclear Marketing, II Inc., 25% by Dominion Nuclear Marketing I, Inc. and 5% by Dominion Nuclear Marketing III, LLC.
20.	Dominion Nuclear Marketing III LLC is owned 70% by Dominion Nuclear Inc., 25% by Dominion Retail, Inc. and 5% by Dominion Nuclear Holdings, Inc.
21.	Dominion Appalachian Development Properties, LLC, is owned 99% by Dominion Reserves, Inc. and 1% by Dominion Appalachian Development, Inc.
22.	Wilderness Energy, L.C. owns 51% of Wilderness Energy Services Limited Partnership and Dominion Gas Processing MI, Inc. holds a 24.5% interest.
23.	State Line Energy, LLC is owned 60% by State Line Holding II, LLC and 40% by State Line Holding Corporation.
24.	Dominion Energy Canada Limited is owned 85.60% by Dominion Storage, Inc., 13.54% by DEI, and 0.86% by Niton US, Inc.
25.	DomCan Boundary Corporation owns 71.2% of Dominion Exploration Partnership with Dominion Exploration Canada Limited owning the remaining 28.8% interest.
26.	Domcan NS1ULC is owned 99% by Remington, LLC with DEI owning the remaining 1% interest.
27.	Dominion Canada Finance Company is owned 99% by Dominion Resources, Inc. with Remington LLC owning the remaining 1% interest.
28.	Dominion Resources Services, Inc. is owned 99.5% by Dominion Resources, Inc. and 0.5% by Consolidated Natural Gas Company.

Page 17

ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 2002 (continued)

29.	From 1997 through 2002, Dominion established five subsidiary capital trusts that sold trust preferred securities that represented preferred beneficial interests and 97 percent beneficial ownership in the assets held by the capital trusts. In exchange for the funds realized from the sale of the trust preferred securities and common securities that represent the remaining 3 percent beneficial ownership interest in the assets held by the capital trust, Dominion issued various junior subordinated debt instruments. The junior subordinated debt instruments constitute 100 percent of each capital trust's assets. In 2002, Virginia Power redeemed $139 million of junior subordinated debt instruments held by Virginia Power Capital Trust I.
	Capital Trusts
Date Established			Trust Preferred Securities	Common Securities		Junior Subordinated Notes/Debentures
			(Millions)
December, 1997		Dominion Resources Capital Trust I	$250		$8	$258 million - 7.83% Debentures due 12/1/2027
January, 2001		Dominion Resources Capital Trust II	$300		$9	$309 million - 8.4% Debentures due 1/30/2041
January, 2001		Dominion Resources Capital Trust III	$250		$8	$258 million - 8.4% Debentures due 1/15/2031
October, 2001		Dominion CNG Capital Trust I	$200		$6	$206 million - 7.8% Debentures due 10/31/2041
August, 2002		Virginia Power Capital Trust II	$400		$12	$412 million - 7.375% Debentures due 7/30/2042
* The maturity date, subject to certain conditions, may be extended for up to an additional 10 years from date of original maturity.

30.	Stock has been issued, but company has not been capitalized.

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

There were no acquisitions or sales of utility assets by system companies, which involved consideration of more than $1 million during the period of January 1, 2002 through December 31, 2002.

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

As of December 31, 2002, Dominion maintained two separate indemnity agreements with two separate surety companies. The indemnity agreements represented total outstanding obligations of approximately $120 million.

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

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

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

During 2002, CNG purchased $100 million of common securities in its energy-related subsidiary Dominion Products and Services, Inc. pursuant to Rule 58.

The above do not include issuances or guarantees of system company securities which have been authorized by Commission order under the Public Utility Holding Company Act of 1935 and which have been reported in certificates filed pursuant to Rule 24 and Rule 52 for the year 2002.

Page 18

ITEM 4 - ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES

Name of Issuer and Title of Issue	Name of Company Redeeming or Retiring Securities	Redeemed (note 1)	Retired (note 1)	Consideration	Commission Authorization (note 2)
			(in thousands)
Dominion Resources Inc. (Dominion)
Senior notes (note 3)	Dominion	$450,000		$450,000	Rule 42
Notes payable to affiliates	Dominion		$226,768	$226,768	Rule 42

Common stock	Dominion	$66,000		$66,000	Rule 42

Dominion Capital
Term loan	Dominion Capital		$675,000	$675,000	Rule 42

Dominion Exploration Canada Ltd.
Revolving line of credit	Dominion Exploration Canada Ltd.	$93,666		$93,666	Rule 42

DOTEPI
Senior Subordinated Notes	DOTEPI	$6,000		$6,000	Rule 42

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

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

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

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

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

Elwood Energy LLC
Senior secured bonds	Elwood Energy LLC		$8,141	$8,141	Rule 42

Goodman Segar Hogan, Inc.
Fixed-rate note	Goodman Segar Hogan, Inc.		$5	$5	Rule 42

Kincaid Generation, L.L.C.
Senior secured bonds	Kincaid Generation, L.L.C.		$6,778	$6,778	Rule 42

Morgantown Energy Associates
Subordinated debt	Morgantown Energy Associates		$1,555	$1,555	Rule 42
Fixed-rate bonds	Morgantown Energy Associates		$3,510	$3,510	Rule 42

Page 19

ITEM 4 - ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (continued)

Name of Issuer and Title of Issue	Name of Company Redeeming or Retiring Securities	Redeemed (note 1)	Retired (note 1)	Consideration	Commission Authorization (note 2)
			(in thousands)

Virginia Power
Medium Term Notes	Virginia Power		$280,000	$280,000	Rule 42
First and Refunding Bonds (note 4)	Virginia Power	$200,000	$255,000	$455,000	Rule 42
Junior subordinated notes	Virginia Power	$139,175		$139,175	Rule 42
Preferred stock	Virginia Power	$250,000		$250,000	Rule 42

Virginia Power Capital Trust I
Trust preferred securities	Virginia Power Capital Trust I	$ 135,000		$ 135,000	Rule 42
Common securities	Virginia Power Capital Trust I	$4,175		$4,175	Rule 42

Notes to Item 4:

1. Except as noted, all securities redeemed or retired have been cancelled.

2. Public Utility Holding Company Act of 1935.

3. During 2002, Dominion redeemed $450 million of remarketable senior notes. In a direct exchange, Dominion completed the redemption by issuing $520 million of senior notes. 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.

4. During 2002, Virginia Power redeemed $200 million of mortgage bonds. Virginia Power completed the redemption by issuing $650 million of senior notes. The redemption included a direct exchange of senior notes for $117 million of the mortgage bonds. The Company used the remaining cash proceeds from the issuance of the senior notes to redeem the remaining $83 million of the mortgage bonds and for general corporate purposes, including the repayment of other debt.

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES

The aggregate amounts of investments at December 31, 2002, in persons operating in the system's retail service area are shown below.

Name of Owner	Number of Persons	Business of Persons	Book Value
Dominion Transmission	One	State Development Fund	$100,000
Dominion Hope	One	State Development Fund	$100,000
Dominion Hope	One	Economic Development Small Business Investment Company (Note 1)	$1,125,002
Dominion Peoples	One	Strategic Investment Fund	$300,000
Dominion East Ohio	One	Cleveland Development Partnership	$1,000,000

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

Page 20

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES (continued)

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

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

Dominion	Pantellos, Corp.	Investor in electronic marketplace	$3,059,686	Common stock	319,329 shares
First Dominion Capital LLC	Celerity Partners III, LP	Investment company	$2,480,377	Partnership interest	5%
FS Warrant, LP	Glenoit Universal, Ltd.	Distributor and manufacturer of consumer goods	$856,983	Common stock	56,250 shares
FS Warrant, LP	Houlihan's Restaurants, Inc.	Operates a national chain of restaurants	$6,849,925	Common stock	73,723 shares
Dominion Capital	Rocky Mountain Mezzanine Fund II, LP	Investment company	$2,676,151	Partnership interest	8%
Dominion Alliance Holdings, Inc.	BridgeCo	Develop infrastructure for regional transmission operator	$9,163,278	Common stock	2,500,000 shares

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

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

Page 21

ITEM 6. OFFICERS AND DIRECTORS

Part 1. Names, principal business address and positions held as of December 31, 2002

The names, principal business address and positions held as of December 31, 2002 of the officers and directors of system companies are presented in the tables below. The principal business address of each officer and director are indicated in such tables by the numbers (1) through (43). The addresses associated with these number designations are shown in the following address key. The symbols used to indicate the positions held by officers and directors are shown in the position symbol key below.

ADDRESS KEY

(1) 120 Tredegar Street, Richmond, VA 23219
(2) 701 East Cary Street, Richmond, VA 23219
(3) 5000 Dominion Boulevard, Glen Allen, VA 23060
(4) 625 Liberty Avenue, Pittsburgh, PA 15222
(5) 1450 Poydras Street, New Orleans, LA 70112
(6) 140 West Main Street, Clarksburg, WV 23601
(7) 1201 East 55^th Street, Cleveland, OH 44103
(8) 445 West Main Street, Clarksburg, WV 23601
(9) 1717 East Ninth Street, Cleveland, OH 44114
(10) 16945 Northchase Drive, Houston, TX 77060
(11) 5570 Hog Island Road, Surry, VA 23883
(12) 1022 Haley Drive, Mineral, VA 23117
(13) 4355 Innslake Drive, Glen Allen, VA 23060
(14) 14000 Quail Springs Parkway, Suite 600, Oklahoma City, OK 73134
(15) Rope Ferry Road, Waterford, CT 06385
(16) 781 Weed Street, New Canaan, CT 06840
(17) 100 North Tryon Street, Suite 2600, Charlotte, NC 28202
(18) 904 North First Street, Richmond, VA 23219
(19) 3805 Greenway, Baltimore, MD 21218
(20) 29 Everett Street, Cambridge, MA 02138
(21) 1422 Euclid Avenue, Suite 1400, Cleveland, OH 44115
(22) 6 Whittaker's Mill, Williamsburg, VA 23185
(23) 1122 North 25^th Street, Suite A, Richmond, VA 23223
(24) 314 Burnwick Road, Richmond, VA 23227
(25) 3559 Fairystone Park Highway, 2^nd Floor, Bassett, VA 24055
(26) 420 South Marion Parkway, Denver, CO 80209
(27) 1415 Louisiana Street, Suite 2700, Houston, TX 77002
(28) 400 3^rd Avenue, SW, Calgary, Alberta, Canada T2P4H2
(29) 3700 Canterra Tower, 400 Third Ave. S.W., Calgary, Alberta, T2P4H2
(30) One Dominion Drive, Jane Lew, WV 26378
(31) 2539 Washington Road, Suite 1010, Upper St. Clair, PA 15241
(32) 1921 Hamilton Avenue, Cleveland OH 44114
(33) 2400 Grayland Avenue, Richmond, VA 23220
(34) Basin Harbor Road, Vergennes, VT 05491
(35) 417 Libbie Avenue, Richmond, VA 23226
(36) 2850 West Golf Road, Rolling Meadows, IL 60008
(37) 490 East Locust Street, Dallastown, PA 17313
(38) 50 Energy Drive, Suite 202, Canton, MA 02021
(39) 101 West Main Street, Suite 900, Norfolk, VA 23510
(40) 909 Fannin Street, Suite 3100, Houston, TX 77010
(41) 10825 Washington Blvd, Culver City, CA 90232
(42) One James Center, 901 East Cary Street, Richmond, VA 23219
(43) 1000 Mill Pond Road, Toano, VA 23168
(44) 130 East Randolph Drive, Chicago, IL 60601

Page 22

POSITION SYMBOL KEY

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

American Exploration Production Company
Name and Principal Address	Title	Name and Principal Address	Title
Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
Paul R. Baker (27)	SVP	James D. Abercrombie (5)	VP
Kevin P. Guilbeau (5)	SVP	Dennis G. Millet (10)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Rohinton K. Irani (14)	SVP	Carol J. Nichols (5)	C

American Reserve Company
Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
Paul R. Baker (27)	SVP	James D. Abercrombie (5)	VP
Kevin P. Guilbeau (5)	SVP	Dennis G. Millet (10)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Rohinton K. Irani (14)	SVP	Carol J. Nichols (5)	C

Armstrong Energy Limited Partnership, LLLP
Mark F. McGettrick (1)	P, CEO	Martin L. Bowling, Jr. (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP

Cambrian Capital Corporation
Daniel Conwill (40)	D	Patrick M. DaPra (40)	P, S
Ryoichi Kobatake (40)	D	Susan Leach (40)	VP
William S. Mistr (1)	D	Bo Li (40)	T

CNG Cayman Two Ltd.
Thomas N. Chewning (1)	D	E.J. Marks, III (1)	S

CNG Coal Company
Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
Paul R. Baker (27)	SVP	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Carol J. Nichols (5)	C

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

CNG Kauai, Inc.
Thomas N. Chewning (1)	D, P	Martin L. Bowling, Jr. (3)	VP
G. Scott Hetzer (1)	SVP, T	Pamela F. Faggert (3)	VP
Edward J. Rivas (3)	SVP	Patricia A. Wilkerson (1)	VP, S

Page 23

ITEM 6. OFFICERS AND DIRECTORS (continued)

CNG Labuan One Limited
Name and Principal Address		Title		Name and Principal Address		Title
Thomas N. Chewning (1)		D		International Trust Sdn Bhd		S
Perry A. Corsello (1)		D

CNG Main Pass Gas Gathering Corporation
Duane C. Radtke (10)		D, P, CEO		Dennis G. Millet (10)		VP
Paul R. Baker (27)		SVP		Patricia A. Wilkerson (1)		VP, S
G. Scott Hetzer (1)		SVP, T		Carol J. Nichols (5)		C
Fred G. Wood, III (10)		SVP

CNG Oil Gathering Corporation
Duane C. Radtke (10)		D, P, CEO		Dennis G. Millet (10)		VP
Paul R. Baker (27)		SVP		Patricia A. Wilkerson (1)		VP, S
G. Scott Hetzer (1)		SVP, T		Carol J. Nichols (5)		C
Fred G. Wood, III (10)		SVP

CNG Pipeline Company
Duane C. Radtke (10)		D, P, CEO		Fred G. Wood, III (10)		SVP
Paul R. Baker (27)		SVP		James D. Abercrombie (5)		VP
Kevin P. Guilbeau (5)		SVP		Patricia A. Wilkerson (1)		VP, S
G. Scott Hetzer (1)		SVP, T		Carol J. Nichols (5)		C
						C
CNG Power Services Corporation
Thomas F. Farrell, II (1)		D		Edward J. Rivas (3)		SVP
Mark F. McGettrick (1)		P, CEO		Martin L. Bowling, Jr. (3)		VP
G. Scott Hetzer (1)		SVP, T		Patricia A. Wilkerson (1)		VP, S

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

Compendia Media Group
Nicholas Yakubik (36)	CB		Martin Tudor (41)		D, P, CEO
Jeffrey A. Cerny (36)	D		John D. Kennedy (41)		VP
Mark P. Mikuta (1)	D		Edward A. Szarkowicz (36)		VP
Michael Olsen (41)	D, VP		Patricia A. Wilkerson (1)		VP
Robert S. Palmer (36)	D		E. J. Marks, III (1)		S

Consolidated Natural Gas Company
Thos. E. Capps (1)		CB, P, CEO		James L. Sanderlin (1)		SVP
Thomas N. Chewning (1)		D, EVP, CFO		William C. Hall, Jr. (1)		VP
Thomas F. Farrell, II (1)		D, EVP		Simon C. Hodges (1)		VP
Jay L. Johnson (1)		EVP		Karen E. Hunter (2)		VP
Duane C. Radtke (10)		D, EVP		Steven A. Rogers (1)		VP, C
Eva S. Hardy (2)		SVP		James F. Stutts (1)		VP, GC
G. Scott Hetzer (1)		SVP, T		Patricia A. Wilkerson (1)		VP, S

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

Page 24

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dallastown Realty I, LLC
Name and Principal Address	Title	Name and Principal Address	Title
Charles E. Atwood, II (37)	P, CEO, S	Ronald G. Drake (37)	VP, T

Dallastown Realty II, LLC
Charles E. Atwood, II (37)	P, CEO, S	Ronald G. Drake (37)	VP, T

DEI Cayman Holding Company
Thomas F. Farrell, II (1)	D	Edward J. Rivas (3)	SVP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Carol J. Nichols (5)	C

DEPI Texas Holdings, LLC
Thomas N. Chewning (1)	P, CEO	Patricia A. Wilkerson (1)	VP,S
G. Scott Hetzer (1)	SVP, T

Devonian Energy Corporation
Daniel Conwill (40)	D	Patrick M. DaPra (40)	P, S
Ryoichi Kobatake (40)	D	Susan Leach (40)	VP
William S. Mistr (1)	D	Bo Li (40)	T

DT Services, Inc.
Jay L. Johnson (2)	D, P, CEO	Karen E. Hunter (2)	VP
Thomas N. Chewning (1)	D	Michael W. Lanier (13)	VP
M. Stuart Bolton, Jr. (2)	SVP	Patricia McIntyre (13)	VP
G. Scott Hetzer (1)	D, SVP, T	Charles Vassallo (13)	VP
Gregg T. Kamper (13)	SVP	Patricia A. Wilkerson (1)	VP, S
Albert W. Altimore (13)	VP	Elwood L. Tanner (2)	C

Domcan Boundary Corp.
Duane C. Radtke (10)	CB,	Milton Porter (28)	D, VP
Anthony W. Marino (28)	P, CEO	David Sprague (28)	VP
Duncan Chisholm (28)	SVP	Lyle Strom (28)	VP
Timothy S. Parker (10)	SVP	Patricia A. Wilkerson (1)	VP
Fred G. Wood, III (10)	SVP	Jack C. MacGillivray (29)	S

Domcan NSI ULC
Duane C. Radtke (10)	CB	Milton Porter (28)	D, VP
Anthony W. Marino (28)	P, CEO	David Sprague (28)	VP
Duncan Chisholm (28)	SVP	Lyle Strom (28)	VP
Timothy S. Parker (10)	SVP	Patricia A. Wilkerson (1)	VP
Fred G. Wood, III (10)	SVP	Jack C. MacGillivray (29)	S

Dominion Alliance Holding, Inc.
Thomas F. Farrell, II (1)	D, P, CEO	Patricia A. Wilkerson (1)	VP, S
M. Stuart Bolton, Jr. (2)	SVP	Maxwell R. Schools, Jr. (2)	C
G. Scott Hetzer (1)	SVP, T

Page 25

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Appalachian Development, Inc.
Name and Principal Address	Title	Name and Principal Address	Title
Duane C. Radtke (10)	D, P, CEO	Benjamin A. Hardesty (30)	VP
Paul R. Baker (27)	SVP	Dennis G. Millet (10)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Timothy S. Parker (10)	SVP	Carol J. Nichols (5)	C
Fred G. Wood, III (10)	SVP

Dominion Armstrong, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Dominion Armstrong Services Company, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Edward J. Rivas (3)	SVP

Dominion Black Warrior Basin, Inc.
Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
Paul R. Baker (27)	SVP	Dennis G. Millet (10)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Timothy S. Parker (10)	SVP	Carol J. Nichols (5)	C

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

Dominion Capital Ventures Corporation

G. Scott Hetzer (1)	D, P, CEO	Patricia A. Wilkerson (1)	VP
Mark P. Mikuta (1)	VP	E. J. Marks, III (1)	S

Dominion Capital, Inc.
Thomas N. Chewning (1)	CB	Patricia A. Wilkerson (1)	VP
G. Scott Hetzer (1)	P	E. J. Marks, III (1)	S
Mark P. Mikuta (1)	VP, C

Dominion Cleveland Thermal Generation, LLC
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C

Dominion Cleveland Thermal, Inc.
Thomas F. Farrell, II (1)	D	Patricia A. Wilkerson (1)	VP, S
Mark F. McGettrick (1)	P, CEO	Lee D. Katz (1)	C
G. Scott Hetzer (1)	SVP, T

Dominion Cleveland Thermal, LLC
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C

Page 26

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Cleveland Chilled Water Distribution, LLC
Name and Principal Address	Title	Name and Principal Address	Title
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C

Dominion Cleveland Steam Distribution, LLC
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C

Dominion Cogen, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	Pamela F. Faggert (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Dominion Cogen WV, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	Pamela F. Faggert (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Dominion Cove Point LNG Company, LLC
Paul D. Koonce (1)	CEO	Pamela F. Faggert (3)	VP
Gary L. Sypolt (8)	P	Marc A. Halbritter (4)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Jeffrey L. Barger (8)	VP	Lee D. Katz (1)	C

Dominion Cove Point, Inc.
Thomas F. Farrell, II.(1)	D	Pamela F. Faggert (3)	VP
Paul D. Koonce (1)	CEO	Marc A. Halbritter (4)	VP
Gary L. Sypolt (8)	P	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Jeffrey L. Barger (8)	VP

Dominion Davidson, Inc.
Thomas F. Farrell, II (1)	D	James K. Martin (1)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Martin L. Bowling, Jr. (3)	VP

Dominion Dresden Services Company, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Edward J. Rivas (3)	SVP

Dominion Dresden, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Page 27

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Elwood Expansion, Inc.
Name and Principal Address	Title	Name and Principal Address	Title
Thomas F. Farrell, II (1)	D	James K. Martin (1)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Martin L. Bowling, Jr. (3)	VP

Dominion Elwood, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	Pamela F. Faggert (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Dominion Elwood Services Company, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	Pamela F. Faggert (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Dominion Energy Canada Limited
Duane C. Radtke (10)	CB	Milton Porter (28)	D, VP
Anthony W. Marino (28)	P, CEO	David Sprague (28)	VP
Duncan Chisholm (28)	SVP	Lyle Strom (28)	VP
Timothy S. Parker (10)	SVP	Patricia A. Wilkerson (1)	VP
Fred G. Wood, III (10)	SVP	Jack C. MacGillivray (29)	S

Dominion Energy Clearinghouse Canada, Inc.
Thomas F. Farrell, II (1)	D	Lyle Strom (28)	D, VP
Paul D. Koonce (1)	CEO	Patricia A. Wilkerson (1)	VP
Kevin T. Howell (3)	P	Jack C. MacGillivray (29)	S
G. Scott Hetzer (1)	SVP, T

Dominion Energy Clearinghouse, Inc.
Thomas F. Farrell, II (1)	D	Patricia A. Wilkerson (1)	VP, S
Paul D. Koonce (1)	CEO	Lee D. Katz (1)	C
G. Scott Hetzer (1)	SVP, T

Dominion Energy Clearinghouse Storage Services, Inc.
Thomas F. Farrell, II (1)	D	Kevin T. Howell (3)	P
Paul D. Koonce (1)	CEO	Patricia A. Wilkerson (1)	VP
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C

Dominion Energy Construction Company
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	Pamela F. Faggert (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Dominion Energy Direct Sales, Inc.
Thomas F. Farrell, II (1)	D	Patricia A. Wilkerson (1)	VP, S
Paul D. Koonce (1)	CEO	Lee D. Katz (1)	C
G. Scott Hetzer (1)	SVP, T

Page 28

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Energy Exchange, Inc.
Name and Principal Address	Title	Name and Principal Address	Title
Thomas F. Farrell, II (1)	D	G. Scott Hetzer (1)	SVP, T
Paul D. Koonce (1)	CEO	Patricia A. Wilkerson (1)	VP, S
Gary L. Sypolt (8)	P	Lee D. Katz (1)	C

Dominion Energy Holding Cayman Company LDC
Thomas N. Chewning (1)	D, P, CEO	Steven A. Rogers (1)	C
Fred G. Wood, III (10)	VP, T	Patricia A. Wilkerson (1)	S

Dominion Energy Holdings, Inc.
Thomas F. Farrell, II (1)	D, P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C

Dominion Energy, Inc.
Thos. E. Capps (1)	CB	Martin L. Bowling, Jr. (3)	VP
Thomas N. Chewning (1)	D	Pamela F. Faggert (3)	VP
Thomas F. Farrell, II (1)	D, P, CEO	David C. Holden (3)	VP
Duane C. Radtke (10)	D	Karen E. Hunter (2)	VP
Mark F. McGettrick (1)	P	James K. Martin (1)	VP
David A. Christian (3)	SVP	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Edward J. Rivas (3)	SVP

Dominion Energy Marketing, Inc.
Thomas F. Farrell, II (1)	D	James K. Martin (1)	VP
Paul D. Koonce (1)	CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C

Dominion Energy Peru Holdings, Inc.
Thomas F. Farrell, II (1)	D	Edward J. Rivas (3)	SVP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C

Dominion Energy Services Company, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	Pamela F. Faggert (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Dominion Energy Technologies, Inc.
Thomas N. Chewning (1)	D	James K. Martin (1)	VP
Thomas F. Farrell, II (1)	D, P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	D, SVP, T	Lee D. Katz (1)	C

Dominion Equipment II, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Edward J. Rivas (3)	SVP

Page 29

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Equipment III, Inc.
Name and Principal Address	Title	Name and Principal Address	Title
Thomas F. Farrell, II (1)	D	James K. Martin (1)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Martin L. Bowling, Jr. (3)	VP
Dominion Equipment, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Edward J. Rivas (3)	SVP

Dominion Exploration & Production, Inc.
Duane C. Radtke (10)	D, P, CEO	Timothy S. Parker (10)	SVP
Paul R. Baker (27)	SVP	Fred G. Wood, III (10)	SVP
Kevin P. Guilbeau (5)	SVP	James D. Abercrombie (5)	VP
G. Scott Hetzer (1)	SVP, T	Dennis G. Millet (10)	VP
Rohinton K. Irani (14)	SVP	Patricia A. Wilkerson (1)	VP, S
Anthony W. Marino (28)	SVP	Carol J. Nichols (5)	C

Dominion Exploration Canada Ltd.
Duane C. Radtke (10)	CB	Milton Porter (28)	D, VP
Anthony W. Marino (28)	P, CEO	David Sprague (28)	VP
Duncan Chisholm (28)	SVP	Lyle Strom (28)	VP
Timothy S. Parker (10)	SVP	Patricia A. Wilkerson (1)	VP
Fred G. Wood, III (10)	SVP	Jack C. MacGillivray (29)	S

Dominion Fairless Hills, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Dominion Fiber Ventures, LLC
Jay L. Johnson (2)	P, CEO	Patricia McIntyre (13)	VP
M. Stuart Bolton, Jr. (2)	SVP	Charles Vassallo (13)	VP
G. Scott Hetzer (1)	D, SVP, T	Patricia A. Wilkerson (1)	VP, S
Gregg T. Kamper (13)	SVP	Elwood L. Tanner (2)	C

Dominion Field Services, Inc.
Thomas F. Farrell, II (1)	D	Charles E. Roberts (6)	VP
Paul D. Koonce (1)	CEO	Joseph C. Vanzant, Jr. (31)	VP
Kevin T. Howell (3)	P	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C

Dominion First Source, Inc.
G. Scott Hetzer (1)	D, P	Edward A. Szarkowicz (36)	VP
Nicholas Yakubik (36)	SVP	Patricia A. Wilkerson (1)	VP
Mark P. Mikuta (1)	VP	E. J. Marks, III (1)	S

Page 30

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Gas Marketing, Inc..
Name and Principal Address	Title	Name and Principal Address	Title
Duane C. Radtke (10)	P, CEO	Fred G. Wood, III (10)	SVP
Paul R. Baker (27)	SVP	James D. Abercrombie (5)	VP
Kevin P. Guilbeau (5)	SVP	Dennis G. Millet (10)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Rohinton K. Irani (14)	SVP	Carol J. Nichols (5)	C

Dominion Gas Processing MI, Inc.
Duane C. Radtke (10)	D, P, CEO	Dennis G. Millet (10)	VP
Paul R. Baker (27)	SVP	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Carol J. Nichols (5)	C
Fred G. Wood, III (10)	SVP

Dominion Gas Projects Company, LLC
Paul D. Koonce (1)	CEO	Pamela F. Faggert (3)	VP
Gary L. Sypolt (8)	P	Marc A. Halbritter (4)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Jeffrey L. Barger (8)	VP	Lee D. Katz (1)	C

Dominion Generation Corporation
Thomas F. Farrell, II (1)	D	Eugene S. Grecheck (3)	VP
Mark F. McGettrick (1)	P, CEO	Leslie N. Hartz (3)	VP
David A. Christian (3)	SVP	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Richard H. Blount, II (11)	VP
Martin L. Bowling, Jr. (3)	VP	David A. Heacock (12)	VP
Malcom G. Deacon, Jr. (3)	VP	Lee D. Katz (1)	C
Pamela F. Faggert (3)	VP

Dominion Greenbrier, Inc.
Thomas F. Farrell, II (1)	D	Pamela F. Faggert (3)	VP
Paul D. Koonce (1)	CEO	Marc A. Halbritter (4)	VP
Gary L. Sypolt (8)	P	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Jeffrey L. Barger (8)	VP

Dominion Iroquois, Inc.
Thomas F. Farrell, II (1)	D	Pamela F. Faggert (3)	VP
Paul D. Koonce (1)	CEO	Marc A. Halbritter (4)	VP
Gary L. Sypolt (8)	P	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Jeffrey L. Barger (8)	VP

Dominion Kincaid, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	Pamela F. Faggert (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Page 31

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Lands, Inc.
Name and Principal Address	Title	Name and Principal Address	Title
Thomas N. Chewning (1)	D	Mark P. Mikuta (1)	VP
Jerry L. Moore (1)	P	Patricia A. Wilkerson (1)	VP
James. H. Bennett (43)	VP	E. J. Marks, III (1)	S

Dominion Land Management Company - Williamsburg
Thomas N. Chewning (1)	D	Mark P. Mikuta (1)	VP
Jerry L. Moore (1)	P	Patricia A. Wilkerson (1)	VP
James. H. Bennett (43)	VP	E. J. Marks, III (1)	S

Dominion Member Services, Inc.
Thomas F. Farrell, II (1)	D	G. Scott Hetzer (1)	SVP, T
Paul D. Koonce (1)	CEO	Patricia A. Wilkerson (1)	VP, S

Dominion Metering Services, Inc.
Jay L. Johnson (2)	D, P, CEO	Patricia A. Wilkerson (1)	VP, S
M. Stuart Bolton, Jr. (2)	SVP	Maxwell R. Schools, Jr. (2)	C
G. Scott Hetzer (1)	SVP, T

Dominion Michigan Production Services, Inc.
Duane C. Radtke (10)	D, P, CEO	Benjamin A. Hardesty (30)	VP
Paul R. Baker (27)	SVP	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Carol J. Nichols (5)	C
Fred G. Wood, III (10)	SVP

Dominion Midwest Energy, Inc.
Duane C. Radtke (10)	D, P, CEO	Benjamin A. Hardesty (30)	VP
Paul R. Baker (27)	SVP	Dennis G. Millet (10)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Timothy S. Parker (10)	SVP	Carol J. Nichols (5)	C
Fred G. Wood, III (10)	SVP

Dominion Mt. Storm Wind, Inc.
Thomas F. Farrell, II (1)	D	James K. Martin (1)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Martin L. Bowling, Jr. (3)	VP

Dominion Natural Gas Storage, Inc.
Thomas F. Farrell, II (1)	D	Pamela F. Faggert (3)	VP
Paul D. Koonce (1)	CEO	Marc A. Halbritter (4)	VP
Gary L. Sypolt (8)	P	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Jeffrey L. Barger (8)	VP

Dominion North Star Generation, Inc.
Thomas F. Farrell, II (1)	D	James K. Martin (1)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Martin L. Bowling, Jr. (3)	VP

Page 32

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Nuclear Connecticut, Inc.
Name and Principal Address	Title	Name and Principal Address	Title
Thomas F. Farrell, II (1)	D,	Eugene S. Grecheck (3)	VP
Mark F. McGettrick (1)	D, P, CEO	Leslie N. Hartz (3)	VP
David A. Christian (3)	D, SVP	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
William R. Matthews (15)	SVP	J. Alan Price (15)	VP
Martin L. Bowling, Jr. (3)	VP	Lee D. Katz (1)	C
Pamela F. Faggert (3)	VP

Dominion Nuclear Holdings, Inc.
Thomas F. Farrell, II (1)	D,	James K. Martin (1)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
David A. Christian (3)	SVP	Lee D. Katz (1)	C
G. Scott Hetzer (1)	SVP, T

Dominion Nuclear, Inc.
Thomas F. Farrell, II (1)	D,	James K. Martin (1)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
David A. Christian (3)	SVP	Lee D. Katz (1)	C
G. Scott Hetzer (1)	SVP, T

Dominion Nuclear Marketing I, Inc.
Thomas F. Farrell, II (1)	D,	James K. Martin (1)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
David A. Christian (3)	SVP	Lee D. Katz (1)	C
G. Scott Hetzer (1)	SVP, T

Dominion Nuclear Marketing II, Inc.
Thomas F. Farrell, II (1)	D,	James K. Martin (1)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
David A. Christian (3)	SVP	Lee D. Katz (1)	C
G. Scott Hetzer (1)	SVP, T

Dominion Nuclear Marketing III, L.L.C.
Thomas F. Farrell, II (1)	D	James K. Martin (1)	VP
Mark F. McGettrick (1)	D, P, CEO	Patricia A. Wilkerson (1)	VP, S
David A. Christian (3)	SVP	Lee D. Katz (1)	C
G. Scott Hetzer (1)	SVP, T

Dominion Ohio ES, Inc.
Thomas F. Farrell, II (1)	D, P, CEO	Patricia A. Wilkerson (1)	VP, S
M. Stuart Bolton, Jr. (2)	SVP	Maxwell R. Schools, Jr. (2)	C
G. Scott Hetzer (1)	SVP, T

Dominion Ohio ES, LLC
Mark S. Allen (33)	Manager
Randall B. Reynolds (33)	Manager

Page 33

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Oklahoma Texas Exploration & Production, Inc.
Name and Principal Address	Title	Name and Principal Address	Title
Duane C. Radtke (10)	D, P, CEO	Timothy S. Parker (10)	SVP
Paul R. Baker (27)	SVP	Fred G. Wood, III (10)	SVP
Kevin P. Guilbeau (5)	SVP	James D. Abercrombie (5)	VP
G. Scott Hetzer (1)	SVP, T	Dennis G. Millet (10)	VP
Rohinton K. Irani (14)	SVP	Patricia A. Wilkerson (1)	VP, S
Anthony W. Marino (28)	SVP	Carol J. Nichols (5)	C

Dominion Person, Inc.
Name and Principal Address	Title	Name and Principal Address	Title
Thomas F. Farrell, II (1)	D	Pamela F. Faggert (3)	VP
Mark F. McGettrick (1)	P, CEO	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C
Martin L. Bowling, Jr. (3)	VP

Dominion Petroleum Marketing, Inc.

Thomas F. Farrell, II (1)	D	G. Scott Hetzer (1)	SVP, T
Paul D. Koonce (1)	CEO	Patricia A. Wilkerson (1)	VP, S
Kevin T. Howell (3)	P	Lee D. Katz (1)	C

Dominion Pleasants Services Company, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Edward J. Rivas (3)	SVP

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

Dominion Products and Services, Inc.
Thomas F. Farrell, II (1)	D	G. Scott Hetzer (1)	SVP, T
Paul D. Koonce (1)	CEO	Patricia A. Wilkerson (1)	VP, S

Dominion Reserves, Inc.
Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
Paul R. Baker (27)	SVP	Dennis G. Millet (10)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Anthony W. Marino (28)	SVP	Carol J. Nichols (5)	C
Timothy S. Parker (10)	SVP

Dominion Reserves - Indiana, Inc.
Duane C. Radtke (10)	D, P, CEO	Dennis G. Millet (10)	VP
Paul R. Baker (27)	SVP	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Carol J. Nichols (5)	C
Fred G. Wood, III (10)	SVP

Page 34

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion Reserves - Utah, Inc.
Name and Principal Address	Title	Name and Principal Address	Title
Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
Paul R. Baker (27)	SVP	Dennis G. Millet (10)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Rohinton K. Irani (14)	SVP	Carol J. Nichols (5)	C
Timothy S. Parker (10)	SVP

Dominion Reserves Gulf Coast, Inc.
Duane C. Radtke (10)	D, P, CEO	Dennis G. Millet (10)	VP
Paul R. Baker (27)	SVP	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Carol J. Nichols (5)	C
Fred G. Wood, III (10)	SVP

Dominion Resources, Inc.
William S. Barrack, Jr. (16)	D	Thomas N. Chewning (1)	EVP, CFO
Peter W. Brown, M. D. (35)	D	Thomas F. Farrell, II (1)	EVP
Ronald J. Calise (34)	D	Jay L. Johnson (2)	EVP
George A. Davidson, Jr. (4)	D	Duane C. Radtke (10)	EVP
John W. Harris (17)	D	Mary C. Doswell (2)	SVP
Benjamin J. Lambert, III (18)	D	Eva S. Hardy (2)	SVP
Richard L. Leatherwood (19)	D	G. Scott Hetzer (1)	SVP, T
Margaret A. McKenna (20)	D	James L. Sanderlin (1)	SVP
Steven A. Minter (21)	D	William C. Hall, Jr. (1)	VP
Kenneth A. Randall (22)	D	Simon C. Hodges (1)	VP
Frank S. Royal (23)	D	Karen E. Hunter (2)	VP
S. Dallas Simmons (24)	D	Steven A. Rogers (1)	VP, C
Robert H. Spilman (25)	D	James F. Stutts (1)	VP, GC
David A. Wollard (26)	D	Patricia A. Wilkerson (1)	VP, S
Thos. E. Capps (1)	D, CB, P, CEO

Dominion Resources Services, Inc.
Thos. E. Capps (1)	D	Leslie N. Hartz (3)	VP
Thomas N. Chewning (1)	D, CEO	Simon C. Hodges (1)	VP
Thomas F. Farrell, II (1)	D, EVP	David C. Holden (3)	VP
Duane C. Radtke (10)	D, EVP	Kevin T. Howell (3)	VP
Jay L. Johnson (2)	EVP	Karen E. Hunter (2)	VP
Mary C. Doswell (2)	P	Gregg T. Kamper (13)	VP
Eva S. Hardy (2)	SVP	Anthony E. Manning (2)	VP
G. Scott Hetzer (1)	SVP, T	Annetta R. Riekel (2)	VP
Margaret E. McDermid (2)	SVP	Steven A. Rogers (1)	VP
James L. Sanderlin (1)	SVP	James F. Stutts (1)	VP
Pamela F. Faggert (3)	VP	Billy F. Warf (2)	VP
Roy S. Grier (2)	VP	Patricia A. Wilkerson (1)	VP, S
William C. Hall, Jr. (1)	VP	Ash Sawhney (2)	C

Dominion Retail, Inc.
Thomas F. Farrell, II (1)	D	G. Scott Hetzer (1)	SVP, T
Paul D. Koonce (1)	CEO	Patricia A. Wilkerson (1)	VP, S

Page 35

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dominion San Juan, Inc.
Name and Principal Address	Title	Name and Principal Address	Title
Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
Paul R. Baker (27)	SVP	Dennis G. Millet (10)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Rohinton K. Irani (14)	SVP	Carol J. Nichols (5)	C

Dominion State Line, Inc.
Thomas F. Farrell, II (1)	D	James K. Martin (1)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Martin L. Bowling, Jr. (3)	VP

Dominion Storage, Inc.
Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
Paul R. Baker (27)	SVP	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Carol J. Nichols (5)	C

Dominion Technical Solutions, Inc.
Thomas F. Farrell, II (1)	D, CEO	Patricia A. Wilkerson (1)	VP, S
Gary L. Sypolt (8)	P	Lee D. Katz (1)	C
G. Scott Hetzer (1)	SVP, T

Dominion Transmission, Inc.
Thomas F. Farrell, II (1)	D,	Pamela F. Faggert (3)	VP
Paul D. Koonce (1)	CEO	Marc A. Halbritter (4)	VP
Gary L. Sypolt (8)	P	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Jeffrey L. Barger (8)	VP

Dominion Troy Services Company, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Edward J. Rivas (3)	SVP

Dominion Troy, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Dominion Venture Investments, Inc.

G. Scott Hetzer (1)	D, P	Patricia A. Wilkerson (1)	VP
Mark P. Mikuta (1)	VP, C	E. J. Marks, III (1)	S

Dominion Wagram, Inc.
Thomas F. Farrell, II (1)	D	Martin L. Bowling, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C

Page 36

ITEM 6. OFFICERS AND DIRECTORS (continued)

Dresden Energy, LLC
Name and Principal Address	Title	Name and Principal Address	Title
Mark F. McGettrick (1)	P, CEO	Martin L. Bowling, Jr. (3)	VP
G. Scott Hetzer (1)	SVP, T	James K. Martin (1)	VP
Edward J. Rivas (3)	SVP	Patricia A. Wilkerson (1)	VP, S

Elwood II Holdings, LLC
Tony W. Belcher (3)	GM	G. Scott Hetzer (1)	T

Elwood III Holdings, LLC
Tony W. Belcher (3)	GM	G. Scott Hetzer (1)	T

Elwood Energy LLC
William E. Morrow (44)	Manager	Tony W. Belcher (3)	GM
Edward J. Rivas (3)	Manager	Lee K. Katz (1)	CFO

Fairless Energy, LLC
Mark F. McGettrick (1)	Manager, P, CEO	Pamela F. Faggert (3)	VP
G. Scott Hetzer (1)	SVP, T	James K. Martin (1)	VP
Edward J. Rivas (3)	SVP	Patricia A. Wilkerson (1)	VP, S
Martin L. Bowling, Jr. (3)	VP	Lee D. Katz (1)	C

Farmington Properties, Inc.
Thomas F. Farrell, II (1)	D	Pamela F. Faggert (3)	VP
Paul D. Koonce (1)	CEO	Marc A. Halbritter (4)	VP
Gary L. Sypolt (8)	P	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Jeffrey L. Barger (8)	VP

First Dominion Capital, LLC
William S. Mister (1)	CB	Nicholas Yakubik (36)	D
Mark P. Mikuta (1)	P, T	Maureen S. Ault (36)	VP
Jeffrey A. Cerny (36)	D	Robert S. Palmer (36)	VP
Perry A. Corsello (1)	D	Patricia A. Wilkerson (1)	VP
Kathi J. Inorio (36)	D	E. J. Marks, III (1)	S
Edward A. Szarkowicz (36)	D

First Source Equity Holdings, Inc.
G. Scott Hetzer (1)	D, P	Patricia A. Wilkerson (1)	VP
Mark P. Mikuta (1)	VP	E. J. Marks, III (1)	S

First Source Financial, Inc.
Mark P. Mikuta (1)	D, VP	Edward A. Szarkowicz (36)	SVP, GC, S
Nicholas Yakubik (36)	P, CEO	Maureen S. Ault (36)	VP
Jeffrey A. Cerny (36)	SVP	E. Lee (36)	VP
Kathi J. Inorio (36)	SVP	Robert S. Palmer (36)	VP
P. D. Menge (36)	SVP	William K. Taylor (36)	VP

Page 37

ITEM 6. OFFICERS AND DIRECTORS (continued)

First Source Financial, LLP
Name and Principal Address	Title	Name and Principal Address	Title
G. Scott Hetzer (1)	CB	P. D. Menge (36)	SVP
Thomas N. Chewning (1)	D	Edward A. Szarkowicz (36)	SVP, GC, S
Mark P. Mikuta (1)	D, VP	Maureen S. Ault (36)	VP
Nicholas Yakubik (36)	D, P, CEO	E. Lee (36)	VP
Jeffrey A. Cerny (36)	SVP	Robert S. Palmer (36)	VP
Kathi J. Inorio (36)	SVP

Gichner Systems Group, Inc.
Charles E. Atwood, II (37)	D, P, CEO	Ronald G. Drake (37)	VP, T
William S. Mister (1)	D	Patricia A. Wilkerson (1)	VP
Mark P. Mikuta (1)	D	E. J. Marks, III (1)	S

Goodman Segar Hogan, Inc.
Thomas N. Chewning (1)	D	Patricia A. Wilkerson (1)	VP
Mark P. Mikuta (1)	P	E. J. Marks, III (1)	S

Goodman Segar Hogan of Orlando, Inc.
Thomas N. Chewning (1)	D	Matthew N. Birdsall (39)	VP, S, T
Mark P. Mikuta (1)	P	Patricia A. Wilkerson (1)	VP

Governor's Land Associates
Lawrence O. Myers (1)

H-W Properties, Inc.
Thomas N. Chewning (1)	D	Patricia A. Wilkerson (1)	VP
Jerry L. Moore (1)	P	E. J. Marks, III (1)	S
Mark P. Mikuta (1)	VP

Hope Gas, Inc.
Jay L. Johnson (2)	D, P, CEO	Eric S. Hall (7)	VP
M. Stuart Bolton, Jr. (2)	SVP	Bruce C. Klink (9)	VP
G. Scott Hetzer (1)	SVP, T	Thomas E. Wester (4)	VP
Thomas A. Hyman, Jr. (2)	SVP	Patricia A. Wilkerson (1)	VP, S
Pamela F. Faggert (3)	VP	Maxwell R. Schools, Jr. (2)	C

Intersound, Inc.
Jeffrey A. Cerny (36)	D	John D. Kennedy (41)	VP, CFO
Mark P. Mikuta (1)	D	Michael Olsen (41)	VP
Martin Tudor (41)	D, P, CEO	Edward A. Szarkowicz (36)	VP
Nicholas Yakubik (36)	D

JustMike Music, Inc.
Jeffrey A. Cerny (36)	D	John D. Kennedy (41)	VP, CFO
Mark P. Mikuta (1)	D	Michael Olsen (41)	VP
Martin Tudor (41)	D, P, CEO	Edward A. Szarkowicz (36)	VP
Nicholas Yakubik (36)	D

Page 38

ITEM 6. OFFICERS AND DIRECTORS (continued)

Kincaid Generation, L.L.C.
Name and Principal Address	Title	Name and Principal Address	Title
Mark F. McGettrick (1)	P, CEO	Pamela F. Faggert (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C
Martin L. Bowling, Jr. (3)	VP	Tony W. Belcher (3)	Manager

Lake Badin Associates
Jerry L. Moore (1)	D	Lawrence O. Myers (1)	S,T

LDNG Acquisition, Inc.
Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
Paul R. Baker (27)	SVP	James D. Abercrombie (5)	VP
Kevin P. Guilbeau (5)	SVP	Dennis G. Millet (10)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Rohinton K. Irani (14)	SVP	Carol J. Nichols (5)	C

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

Lexicon Music, Inc.
Jeffrey A. Cerny (36)	D	John D. Kennedy (41)	VP, CEO
Mark P. Mikuta (1)	D	Michael Olsen (41)	VP
Martin Tudor (41)	D, P, CEO	Edward A. Szarkowicz (36)	VP
Nicholas Yakubik (36)	D

Louisiana Hydroelectric Capital Corp.
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP
Mark P. Mikuta (1)	P	E. J. Marks, III (1)	S

MassMicroelectronics, LLC
Charles E. Atwood, II (37)	P	Gail Johnson (38)	VP
Charles Horvitz (38)	GM	Mike Miceli (38)	VP
Ken Borey (38)	VP	Tom Pilat (38)	VP
Lynn Caramanica (38)	VP	Ronald G. Drake (37)	S,T

NH Capital, Inc.
G. Scott Hetzer (1)	D, P, CEO	Patricia A. Wilkerson (1)	VP
Mark P. Mikuta (1)	VP, T	E. J. Marks, III (1)	S

Niton US, Inc.
Duane C. Radtke (10)	D, P, CEO	Fred G. Wood, III (10)	SVP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Anthony W. Marino (28)	SVP	Carol J. Nichols (5)	C

North Star Generation, LLC
Mark F. McGettrick (1)	P, CEO	Martin L. Bowling, Jr. (3)	VP
G. Scott Hetzer (1)	SVP, T	James K. Martin (1)	VP
Edward J. Rivas (3)	SVP	Patricia A. Wilkerson (1)	VP, S

Page 39

ITEM 6. OFFICERS AND DIRECTORS (continued)

Old North State Management Company
Name and Principal Address	Title	Name and Principal Address	Title
Thomas N. Chewning (1)	D	Patricia A. Wilkerson (1)	VP
Jerry L. Moore (1)	P	E. J. Marks, III (1)	S
Mark P. Mikuta (1)	VP

OptaCor Financial Services Company, Inc.
G. Scott Hetzer (1)	D	Patricia A. Wilkerson (1)	VP
Mark P. Mikuta (1)	P	E. J. Marks, III (1)	S

Peg Publishing, Inc.
Jeffrey A. Cerny (36)	D	John D. Kennedy (41)	VP, CEO
Mark P. Mikuta (1)	D	Michael Olsen (41)	VP
Martin Tudor (41)	D, P, CEO	Edward A. Szarkowicz (36)	VP
Nicholas Yakubik (36)	D

Pleasants Energy, LLC
Mark F. McGettrick (1)	Manager, P, CEO	Martin L. Bowling, Jr. (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP

Remington, LLC
Thomas N. Chewning (1)	CEO	Steven A. Rogers (1)	C
Fred G. Wood, III (10)	VP, T, CFO	Patricia A. Wilkerson (1)	S

Rincon Securities, Inc.
G. Scott Hetzer (1)	D, P, CEO	Patricia A. Wilkerson (1)	VP
D. Michael Jones (42)	D	E. J. Marks, III (1)	S
Mark P. Mikuta (1)	VP, C

Royce Publishing, Inc.
Jeffrey A. Cerny (36)	D	John D. Kennedy (41)	VP, CEO
Mark P. Mikuta (1)	D	Michael Olsen (41)	VP
Martin Tudor (41)	D, P, CEO	Edward A. Szarkowicz (36)	VP
Nicholas Yakubik (36)	D

Shoulders Hill/DCI Properties, Inc.
Thomas N. Chewning (1)	D	Patricia A. Wilkerson (1)	VP
Mark P. Mikuta (1)	P	E. J. Marks, III (1)	S

Stonehouse Development Company, LLC
Jerry L. Moore (1)	P, CEO	Lawrence O. Myers (1)	T
Mark P. Mikuta (1)	VP, T	E. J. Marks, III (1)	S

State Line Energy, LLC
Mark F. McGettrick (1)	P, CEO	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP	Lee D. Katz (1)	C
Martin L. Bowling, Jr. (3)	VP

Page 40

ITEM 6. OFFICERS AND DIRECTORS (continued)

State Line Holding II, LLC
Name and Principal Address	Title	Name and Principal Address	Title
Thomas F. Farrell, II (1)	CEO	Malcolm G. Deacon, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Martin L. Bowling, Jr. (3)	VP	Lee D. Katz (1)	C

State Line Holding Corporation
Thomas F. Farrell, II (1)	D, CEO	Malcolm G. Deacon, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	James K. Martin (1)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Martin L. Bowling, Jr. (3)	VP	Lee D. Katz (1)	C

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

The Association at Stonehouse, Inc.
Cindy Cloughly (43)	D	Mark P. Mikuta (1)	P, T
Beth Kapil (43)	D	James D. Franklin (1)	VP
Jerry L. Moore (1)	D

The East Ohio Gas Company
Jay L. Johnson (2)	D, P, CEO	Eric S. Hall (7)	VP
M. Stuart Bolton, Jr. (2)	SVP	Bruce C. Klink (9)	VP
G. Scott Hetzer (1)	SVP, T	Thomas E. Wester (4)	VP
Thomas A. Hyman, Jr. (2)	SVP	Patricia A. Wilkerson (1)	VP, S
Pamela F. Faggert (3)	VP	Maxwell R. Schools, Jr. (2)	C

The Peoples Natural Gas Company
Jay L. Johnson (2)	D, P, CEO	Eric S. Hall (7)	VP
M. Stuart Bolton, Jr. (2)	SVP	Bruce C. Klink (9)	VP
G. Scott Hetzer (1)	SVP, T	Thomas E. Wester (4)	VP
Thomas A. Hyman, Jr. (2)	SVP	Patricia A. Wilkerson (1)	VP, S
Pamela F. Faggert (3)	VP	Maxwell R. Schools, Jr. (2)	C

Troy Energy, LLC
Mark F. McGettrick (1)	Manager, P, CEO	Martin L. Bowling, Jr. (3)	VP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
Edward J. Rivas (3)	SVP

VP Property, Inc.
Mark F. McGettrick (1)	P, CEO	Edward J. Rivas (3)	SVP
G. Scott Hetzer (1)	SVP, T	Patricia A. Wilkerson (1)	VP, S
		Ash Sawhney (2)	C

Page 41

ITEM 6. OFFICERS AND DIRECTORS (continued)

Virginia Electric and Power Company
Name and Principal Address	Title	Name and Principal Address	Title
Thos. E. Capps (1)	CB	Kenneth D. Barker (2)	VP
Thomas N. Chewning (1)	D	Malcolm G. Deacon, Jr. (3)	VP
Thomas F. Farrell, II (1)	D, P, CEO	Pamela F. Faggert (3)	VP
Jay L. Johnson (2)	P, CEO	Eugene S. Grecheck (3)	VP
Paul D. Koonce (1)	CEO	Leslie N. Hartz (3)	VP
Mark F. McGettrick (1)	P, CEO	Kevin T. Howell (3)	VP
Gary L. Sypolt (8)	P	Karen E. Hunter (2)	VP
M. Stuart Bolton, Jr. (2)	SVP	Craig S. Ivey (2)	VP
David A. Christian (3)	SVP	Steven A. Rogers (1)	VP
G. Scott Hetzer (1)	SVP, T	James F. Stutts (1)	VP, GC
E. Paul Hilton (1)	SVP	Patricia A. Wilkerson (1)	VP, S
Thomas A. Hyman, Jr. (2)	SVP	Richard H. Blount, II (11)	VP
Margaret E. McDermid (2)	SVP	David A. Heacock (12)	VP
Mark F. McGettrick (2)	SVP	Lee D. Katz (1)	C
Edward J. Rivas (3)	SVP	Maxwell R. Schools, Jr. (2)	C
Jimmy D. Staton (2)	SVP

Vidalia Audit, Inc.
Thomas N. Chewning (1)	D, P	Patricia A. Wilkerson (1)	VP
Mark P. Mikuta (1)	VP, C, T	E. J. Marks, III (1)	S

Triassic Energy Corporation
Daniel Conwill (40)	D	Patrick M. DaPra (40)	P, S
Ryoichi Kobatake (40)	D	Susan Leach (40)	VP
William S. Mistr (1)	D	Bo Li (40)	T

Virginia Financial Ventures, Inc.
G. Scott Hetzer (1)	D, P, CEO	Patricia A. Wilkerson (1)	VP
Mark P. Mikuta (1)	VP, C, T	E. J. Marks, III (1)	S

Virginia Power Energy Marketing, Inc.
Thomas F. Farrell, II (1)	D, CEO	G. Scott Hetzer (1)	SVP, T
Paul D. Koonce (1)	CEO	Patricia A. Wilkerson (1)	VP, S
Kevin T. Howell (3)	P	Lee D. Katz (1)	C

Virginia Power Fuel Corporation
Thomas F. Farrell, II (1)	D,	Edward J. Rivas (3)	SVP
Mark F. McGettrick (1)	P, CEO	Leslie N. Hartz (3)	VP
David A. Christian (3)	SVP	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Ash Sawhney (2)	C

Virginia Power Nuclear Services Company

Thomas F. Farrell, II (1)	D	Malcolm G Deacon, Jr. (3)	VP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C

Page 42

ITEM 6. OFFICERS AND DIRECTORS (continued)

Virginia Power Services Energy Corp., Inc.
Name and Principal Address	Title	Name and Principal Address	Title
Thomas F. Farrell, II (1)	D	Kevin T. Howell (3)	SVP
Mark F. McGettrick (1)	P, CEO	Patricia A. Wilkerson (1)	VP, S
G. Scott Hetzer (1)	SVP, T	Lee D. Katz (1)	C
Edward J. Rivas (3)	SVP

Virginia Power Services, Inc.
Thomas F. Farrell, II (1)	D	Patricia A. Wilkerson (1)	VP, S
Mark F. McGettrick (1)	P, CEO	Lee D. Katz (1)	C
G. Scott Hetzer (1)	SVP, T

Waterford Harbor Realty, Inc.
Jerry L. Moore (1)	D, P	Patricia A. Wilkerson (1)	VP
Mark P. Mikuta (1)	VP	E. J. Marks, III (1)	S

Williams Court/DCI Properties, Inc.
Thomas N. Chewning (1)	D	Patricia A. Wilkerson (1)	VP
Mark P. Mikuta (1)	P	E. J. Marks, III (1)	S

Part II. Banking connections

Information concerning all officers and directors of each system company who have financial connections within the provisions of Section 17(c) of the Public Utility Holding Company Act of 1935 as of December 31, 2002, follows:

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

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

Page 43

ITEM 6. OFFICERS AND DIRECTORS (continued)

Part III. Compensation and other related information

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

Information concerning the compensation of directors and the five highest paid executive officers of the system for the year 2002 is included in the Registrant's 2003 Proxy Statement which is filed as Exhibit F-4 to this Form U5S. Information presented under the captions "THE BOARD-- Compensation and Other Programs" on page 8 and "EXECUTIVE COMPENSATION" on page 14 in such proxy statement is incorporated by reference.

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

Information concerning the interests of directors and executive officers in the securities of system companies including options or other rights to acquire securities is included in the Registrant's 2003 Proxy Statement, which is filed as Exhibit F-4. Information presented under the following captions in such proxy statement is incorporated by reference: "THE BOARD--Compensation and other Programs" on page 8; "SHARE OWNERSHIP" on page 9; "ORGANIZATION, COMPENSATION & NOMINATING COMMITTEE REPORT--Long- Term Incentives" on page 12; and "EXECUTIVE COMPENSATION" on page 14.

Information concerning contracts and transactions by directors and executive officers with system companies is included in the Registrant's 2003 Proxy Statement, which is filed as Exhibit F-4 to this Form U5S. Information presented under the following captions in such proxy statement is incorporated by reference: "THE BOARD--Compensation and Other Programs" on page 8 and "EXECUTIVE COMPENSATION--Other Executive Agreements and Arrangements" on page 17.

(d) Their indebtedness to system companies:

None.

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

Information concerning the participation by directors and executive officers in other benefits is included in the Registrant's 2003 Proxy Statement, which is filed as Exhibit F-4 to this Form U5S. Information presented under the following captions in such proxy statement is incorporated by reference: "THE BOARD--Compensation and Other Programs" on page 8; "ORGANIZATION, COMPENSATION & NOMINATING COMMITTEE REPORT--Annual Incentives and Long-term Incentives" on page 12; "EXECUTIVE COMPENSATION" on page 14.

(f) Their rights to indemnification:

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

Page 44

ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS

None. *

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

ITEM 8. SERVICES, SALES AND CONSTRUCTION CONTRACTS

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

Transaction	Serving Company	Receiving Company	Compensation	Date of Contract
			(in thousands)
Rental Fees	CNG Pipeline Company	Dominion E&P	$127	(Note 3)
Engineering, Construction & Project Management Services	Dominion Ohio ES, LLC	Dominion Energy, Inc.	$933	June 1, 2001
Operational, Management & Administrative Services	Dominion Cleveland Thermal, LLC	Dominion Cleveland Steam Distribution, LLC	$749	May 21,2001
Sale of Steam	Dominion Cleveland Thermal, LLC	Dominion Cleveland Steam Distribution, LLC	$11,024	Note 3
Operational, Management & Administrative Services	Dominion Cleveland Thermal, LLC	Dominion Cleveland Thermal Generation, LLC	$2,403	May 21, 2001
Sale of Chilled Water	Dominion Cleveland Thermal, LLC	Dominion Cleveland Chilled Water Distribution, LLC	$2,026	Note 3
Management & Administrative Services	Dominion E&P	Dominion Appalachian Development, Inc.	$1,546	November 1, 2001
Management & Administrative Services	Dominion E&P	Dominion Michigan Product Services, Inc.	$249	November 1, 2001
Management & Administrative Services	Dominion E&P	Dominion Midwest Energy, Inc.	$2,981	November 1,2001
Operation of E&P Offshore Platforms	Dominion E&P	DOTEPI	$41,391	November 1, 2001
Fuel Management Services	Dominion Field Services	Dominion E&P	$157	(Note 3)
Sales of Extracted Products	Dominion Field Services	Dominion Transmission	$9,145	April 23, 2001
Rental Fees	Dominion Field Services	Dominion Transmission	$3,872	April 23, 2001
Rental Fees	DRI	Virginia Power	$2,988	November 21, 1985
Management & Administrative Services	Dominion Retail	Dominion Products & Services, Inc.	$2,908	February 1, 1997
Telecommunications Support	Dominion Telecom, Inc.	Virginia Power	$694	September 2, 1997
Management & Administrative Services	Dominion Transmission	Dominion Field Services	$1,068	July 31, 1998
Management & Administrative Services	Dominion Transmission	Dominion Greenbrier, LLC	$2,360	January 1, 2001
Management & Administrative Services	Dominion Transmission	Dominion Natural Gas Storage, Inc.	$1,702	December 1, 2001
Management & Administrative Services	Dominion Transmission	Tioga Properties, LLC	$155	July 1, 2002
Management & Administrative Services	Dominion Transmission	Cove Point LNG, LP	$865	August 30, 2002
Management & Administrative Services	Dominion Transmission	Dominion E&P	$160	January 1, 2001

Page 45

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

Management & Administrative Services	Dominion Transmission	Dominion East Ohio Gas	$1,179	January 28, 2000
Management & Administrative Services	Dominion Transmission	Dominion Hope	$619	January 28, 2000
Management & Administrative Services	Dominion Transmission	Dominion Peoples	$1,294	January 28, 2000
Management & Administrative Services	DT Services, Inc.	Dominion Telecom	$34,652	March 1, 2001
Management & Administrative Services	Dominion East Ohio	Dominion Peoples	$439	January 28, 2000
Operating Fee	Dominion East Ohio	VPEM	$176	January 28, 2000
Billing & Repair Services in support of Gas Line Replacement Program	Dominion East Ohio	Dominion Products & Services	$1,095	August 18, 1997
Management & Administrative Services	Dominion Hope	Dominion East Ohio	$161	January 28, 2000
Management & Administrative Services	Dominion Hope	Dominion Peoples	$147	January 28, 2000
Production & Gathering Fees	Dominion Peoples	Dominion E&P	$396	(Note 3)
Pooling & Metering Services	Dominion Peoples	Dominion Retail	$546	(Note 3)
Project Management, Engineering and Telecommunications Support	Virginia Power	Dominion Telecom, Inc.	$1,503	September 2, 1997
Telecommunications Fees	Virginia Power	Dominion Telecom, Inc.	$625	September 2, 1997
Management & Administrative Services	Virginia Power	VP Services	$1,991	September 3, 1997
Fuel Management Services	Virginia Power	VP Services	$1,526	(Note 3)
Fuel Management Services	VP Energy Marketing	VP Services Energy Corp.	$1,165	October 30, 1998
Management & Administrative Services	VP Nuclear Services	Dominion Energy	$166	(Note 3)
Fuel Management Services, Fuel Handling and Analysis Services	VP Services Energy Corp.	Virginia Power	$4,035	October 30, 1998
Management & Administrative Services	VP Services	VP Energy Marketing	$1,945	October 30, 1998

Notes:

(1) Contracts for management services with aggregate consideration passing between the same companies of less than $100,000 have been omitted.
(2) All contracts were in effect at December 31, 2002.
(3) No written contract in place; all services provided at cost.
(4) Services provided by or to Dominion Resources Services, Inc. ("DRS") are billed pursuant to standard at-cost service agreements between DRS and Dominion Resources, Inc. subsidiaries. Information with respect to transactions under such agreements is not provided in this report, but is provided by Form U-13-60.
(5) As per Rules 80 and 81, natural gas supply, storage or transportation capacity transactions are not reported here.

Page 46

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

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

None.

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

None.

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

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

Exempt Wholesale Generators

CNG Power Services Corporation

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

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

CNG Power Services Corporation
120 Tredegar Street
Richmond, VA 23219

(d) At December 31, 2002, there were no service, sales or construction contracts between CNG Power Services and any system company. Refer below to service contracts between AELP and other system companies.

Armstrong Energy Limited Partnership, LLLP

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

The name and business address of AELP are as follows:

Armstrong Energy Limited Partnership, LLLP
R.D. #3, Box 196
Shelocta, PA 15774-9114

Page 47

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

(d) At December 31, 2002, the following service agreements were in effect:

Transaction	Operational and Management Service
Serving Company	Dominion Armstrong Services Company, Inc.
Receiving Company	Armstrong Energy Limited Partnership, LLLP
Compensation	$1,068,578
Date of Contract	January 1, 2002

Transaction	Operational and Management Service
Serving Company	Dominion Transmission, Inc.
Receiving Company	Armstrong Energy Limited Partnership, LLLP
Compensation	$140,889
Date of Contract	January 1, 2001

Transaction	Operational and Management Service
Serving Company	Dominion Technical Solutions, Inc.
Receiving Company	Armstrong Energy Limited Partnership, LLLP
Compensation	$1,724
Date of Agreement	August 1, 2002

Dominion Elwood Services Company, Inc.

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

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

Dominion Elwood Services Company, Inc.
120 Tredegar Street
Richmond, VA 23219

(d) At December 31, 2002, the following service agreements were in effect:

Transaction	Operational and Management Service
Serving Company	Dominion Elwood Services Company, Inc.
Receiving Company	Elwood Energy LLC
Compensation	$2,055,229
Date of Contract	June 18, 1999

Dominion Energy Services Company, Inc.

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

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

Dominion Energy Services Company, Inc.
120 Tredegar Street
Richmond, VA 23219

Page 48

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

(d) At December 31, 2002, services between DESCO and a system company were as follows:

Transaction	Operational and Management Service
Serving Company	Dominion Energy Services Company, Inc.
Receiving Company	Kincaid Generation, L.L.C.
Compensation	$16,587,312
Date of Contract	February, 27, 1998

Transaction	Operational and Management Service
Serving Company	Dominion Energy Services Company, Inc.
Receiving Company	Morgantown Energy Associates
Compensation	$4,186,845
Date of Contract	September 15, 1989

Transaction	Operational and Management Service
Serving Company	Dominion Energy Services Company, Inc.
Receiving Company	Elwood Energy LLC
Compensation	$46,006
Date of Contract	June 18, 1999

Transaction	Operational and Management Service
Serving Company	Dominion Energy Services Company, Inc.
Receiving Company	State Line Energy, LLC
Compensation	$56,028
Date of Contract	June 1, 2002

Dominion Equipment, Inc.

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

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

Dominion Equipment, Inc.
120 Tredegar Street
Richmond, VA 23219

(d) At December 31, 2002, the following service agreements were in effect.

Transaction	Operational and Management Service
Serving Company	Dominion Ohio ES, Inc.
Receiving Company	Dominion Equipment, Inc.
Compensation	$597,992
Date of Contract	June 1, 2001

Dominion Equipment III, Inc.

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

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

Dominion Equipment III, Inc.
120 Tredegar Street
Richmond, VA 23219

Page 49

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

(d) At December 31, 2002, there were no service, sales or construction contracts between Dominion Equipment III, Inc. and any system company.

Dominion Fairless Hills, Inc.

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

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

Dominion Fairless Hills, Inc.
120 Tredegar Street
Richmond, VA 23219

(d) At December 31, 2002, there were no service, sales or construction contracts between Dominion Fairless Hills, Inc. and any system company.

Fairless Energy, LLC

(a) Dominion Fairless Hills, Inc. holds a 100% interest in Fairless Energy, LLC (Fairless). Fairless is developing a 1180 megawatt gas fired combined cycle combustion turbine power plant located in Pennsylvania.

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

Fairless Energy, LLC
120 Tredegar Street
Richmond, VA 23219

(d) At December 31, 2002, the following service agreements were in effect.

Transaction	Operational and Management Service
Serving Company	Dominion Technical Solutions, Inc.
Receiving Company	Fairless Energy, LLC
Compensation	$217,517
Date of Contract	August 1, 2002

Transaction	Operational and Management Service
Serving Company	Dominion Transmission, Inc.
Receiving Company	Fairless Energy, LLC
Compensation	$82,096
Date of Contract	May 1, 2002

Page 50

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)
Dominion Nuclear, Inc.

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

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

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

Dominion Nuclear, Inc.
120 Tredegar Street
Richmond, VA 23219

(d) At December 31, 2002, there were no service, sales or construction contracts between Dominion Nuclear, Inc. and any system company.

Dresden Energy, LLC

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

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

Dresden Energy, LLC
120 Tredegar Street
Richmond, VA 23219

Page 51

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

(d) At December 31, 2002, the following service agreements were in effect:

Transaction	Operational and Management Service
Serving Company	Dominion Dresden Services Company, Inc.
Receiving Company	Dresden Energy, LLC
Compensation	$339,385
Date of Contract	January 1, 2002

Transaction	Operational and Management Services
Serving Company	Dominion Technical Solutions, Inc.
Receiving Company	Dresden Energy, LLC
Compensation	$246,310
Date of Contract	August 1, 2002

CNG Kauai, Inc.

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

The name and business address of CNG Kauai, Inc. are as follows:

CNG Kauai, Inc.
120 Tredegar Street
Richmond, VA 23219

(d) At December 31, 2002, there were no service, sales or construction contracts between CNG Kauai, Inc. and any system company.

Kauai Power Partners, L P.

The name and business address of KPP are as follows:

Kauai Power Partners, L.P.
120 Tredegar Street
Richmond, VA 23219

(d) At December 31, 2002, there were no service, sales or construction contracts between KPP and any system company.

Kincaid Generation, L.L.C.

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

The name and business address of Kincaid is as follows:

Kincaid Generation, L.L.C.
PO Box 260
Kincaid, Illinois 62540-0260

Page 52

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

(d) At December 31, 2002, services between Kincaid and a system company were as follows:

Transaction	Operational and Management Services
Serving Company	Dominion Energy Services Company, Inc.
Receiving Company	Kincaid Generation, L.L.C.
Compensation	$16,587,312
Date of Contract	February 27,1998

Elwood Energy LLC

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

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

Elwood Energy LLC
120 Tredegar Street
Richmond, VA 23219

(d) At December 31, 2002, the following service agreements were in effect:

Transaction	Operational and Management Services
Serving Company	Dominion Elwood Services Company, Inc.
Receiving Company	Elwood Energy LLC
Compensation	$2,055,229
Date of Contract	June 18, 1999

Transaction	Operational and Management Service
Serving Company	Dominion Energy Services Company, Inc
Receiving Company	Elwood Energy LLC
Compensation	$46,006
Date of Contract	June 18, 1999

Pleasants Energy, LLC

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

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

Pleasants Energy, LLC
10319 South Pleasants Highway
St. Mary's, WV 26170

Page 53

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

(d) At December 31, 2002, the following service agreements were in effect:

Transaction	Operational and Management Services
Serving Company	Dominion Pleasants Services Company, Inc.
Receiving Company	Pleasants Energy, LLC
Compensation	$910,788
Date of Contract	January 1, 2002

Transaction	Operational and Management Services
Serving Company	Dominion Transmission, Inc.
Receiving Company	Pleasants Energy, LLC
Compensation	$88,446
Date of Contract	January 1, 2001

Troy Energy, LLC

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

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

Troy Energy, LLC
22379 Pemberville Road
Luckey, OH 43443

(d) At December 31, 2002, the following service agreements were in effect.

Transaction	Operational and Management Services
Serving Company	Dominion Troy Services Company, Inc.
Receiving Company	Troy Energy, LLC
Compensation	$1,219,187
Date of Contract	January 1, 2002

Dominion Troy Services Company, Inc.

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

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

Dominion Troy Services Company, Inc.
120 Tredegar Street
Richmond, VA 23219

(d) At December 31, 2002, the following service agreements were in effect:

Transaction	Operational and Management Services
Serving Company	Dominion Troy Services Company, Inc.
Receiving Company	Troy Energy, LLC
Compensation	$1,219,187
Date of Contract	January 1, 2002

Page 54

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

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

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

Dominion Dresden Services Company, Inc.
120 Tredegar Street
Richmond, VA 23219

(d) At December 31, 2002, the following service agreements were in effect:

Transaction	Operational and Management Services
Serving Company	Dominion Dresden Services Company, Inc.
Receiving Company	Dresden Energy, LLC
Compensation	$339,385
Date of Contract	January 1, 2002

Dominion Pleasants Services Company, Inc.

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

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

Dominion Pleasants Services Company, Inc.
120 Tredegar Street
Richmond, VA 23219

(d) At December 31, 2002, the following service agreements were in effect:

Transaction	Operational and Management Services
Serving Company	Dominion Pleasants Services Company, Inc.
Receiving Company	Pleasants Energy, LLC
Compensation	$910,788
Date of Contract	January 1, 2002

Dominion Armstrong Services Company, Inc.

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

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

Dominion Armstrong Services Company, Inc.
120 Tredegar Street
Richmond, VA 23219

(d) At December 31, 2002, the following service agreements were in effect:

Transaction	Operational and Management Services
Serving Company	Dominion Armstrong Services Company, Inc.
Receiving Company	Armstrong Energy Limited Partnership, LLLP
Compensation	$1,068,578
Date of Contract	January 1, 2002

Page 55

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued)
State Line Energy, LLC

(a) State Line Energy, LLC (State Line) is owned 60% by State Line Holding II, LLC and 40% by State Line Holding Corporation. State Line is a 515-megawatt coal-fired generation facility located near Hammond, Indiana.

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

State Line Energy, LLC
103^rd Street and Lake Michigan
Hammond, IN 46320

(d) At December 31, 2002, the following service agreements were in effect:

Transaction	Operational and Management Services
Serving Company	Dominion Energy Services Company, Inc.
Receiving Company	State Line Energy, LLC
Compensation	$56,028
Date of Contract	June 1, 2002

Dominion Person, Inc.

(a) Dominion Person, Inc. is owned 100% by Dominion Energy, Inc. Dominion Person, Inc. is a 1100-megawatt combined cycle generation facility under development in Person County, North Carolina.

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

Dominion Person, Inc.
120 Tredegar Street
Richmond, VA 23219

(d) At December 31, 2002, the following service agreements were in effect:

Transaction	Operational and Management Services
Serving Company	Dominion Technical Solutions, Inc.
Receiving Company	Dominion Person, Inc.
Compensation	$27,961
Date of Contract	August 1, 2002

Note: The following are EWG's with no activity for the year-ended December 31, 2002:

Dominion North Star Generation, Inc.
North Star Generation, LLC
Dominion Davidson, Inc.

Foreign Utility Company

Latin America Fund

(a) CNG International holds a 16.5% limited partnership interest in The Latin America Energy Fund and Electricity Fund I, L.P. (Latin America Fund), a Cayman Islands exempted limited partnership, and an 8.29% general partnership interest in FondElec General Partner, L.P. (FondElec). FondElec holds a 1% general partnership interest in the Latin America Fund. The Latin America Fund's business is limited to investing in FUCOs in Latin America. As part of the transaction, CNG International obtains an ownership interest, equal to its percentage ownership interest in the partnership, in each of the Latin America Fund's investments. The Latin America Fund had investments in two FUCOs as of December 31, 2002.

Page 56

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

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

The Latin America Energy and Electricity Fund I, L.P.
Stamford Harbor Park
333 Ludlow Street
Stamford, CT 06902

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

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

Organization charts showing the relationship of the EWG's and FUCO to other system companies are filed as Exhibits H-1 and H-2.

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

At December 31, 2002, Dominion's aggregate investment in exempt wholesale generators amounted to $3.09 billion, which include guarantees in the amount of $1.5 billion, or 59.44% of Dominion's aggregate capital investment in its domestic public utility subsidiaries. Dominion's aggregate investment in the foreign utility companies was $8.27 million at December 31, 2002, or 0.16% of Dominion's aggregate capital investment in its domestic public utility subsidiaries.

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS

The consolidating financial statements for Dominion Resources, Inc. are included in the following pages. The consolidating financial statements should be reviewed in conjunction with the Dominion Resources, Inc., Virginia Electric and Power Company and Consolidated Natural Gas Company's Annual Reports on Form 10-K as of and for the year ended December 31, 2002 (2002 Forms 10-K). The Notes to the Consolidated Financial Statements to the three companies' 2002 Forms 10-K are incorporated by reference.

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

Page 57

DOMINION RESOURCES, INC.
CONSOLIDATING STATEMENT OF INCOME
For the year ended December 31, 2002
(Thousands)

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

Operating Revenue	$10,218,208	$ (616,772)	$4,971,656	$3,899,716	$555,738	$1,407,869

Operating Expenses:
Electric fuel & energy purchases, net	1,446,654	(32,486)	1,280,696	103,386		95,058
Purchased electric capacity	691,203		691,113			90
Purchased gas, net	1,159,495	(88,347)		1,247,306		536
Liquids, pipeline capacity & other purchases	158,407			155,809		2,597
Restructuring & other acquisition related costs	(7,824)		(6,661)	(1,981)		817
Other operations & maintenance	2,197,834	(548,156)	899,624	569,478	524,323	752,565
Depreciation, depletion & amortization	1,258,013	(3,228)	495,324	553,510	12,124	200,283
Other taxes	429,359	-	151,501	202,074	18,543	57,239
Total Operating Expenses	7,333,140	(672,217)	3,511,598	2,829,583	554,990	1,109,186
Income from operations	2,885,068	55,446	1,460,058	1,070,134	748	298,684

Other income	102,946	(1,718,254)	31,239	34,744	235	1,754,982

Interest & Related Charges:
Interest expense	825,989	(151,703)	275,193	135,772	983	565,743
Subsidiary preferred dividends and distributions of subsidiary trusts	118,829	--	34,485	18,547	--	65,797
Total Fixed Charges	944,817	(151,703)	309,677	154,319	983	631,540

Income before taxes & minority interest	2,043,197	(1,511,106)	1,181,620	950,559		1,422,124
Income taxes	681,077	15,858	424,906	312,057		(71,745)
Minority interest	(6)	(483)	--	171	--	306

Net Income	$1,362,126	$(1,526,481)	$ 756,714	$ 638,331	$ --	$1,493,561

* See supporting financial statements.

Page 58

DOMINION RESOURCES, INC.
CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(Thousands)

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

Current Assets:
Cash & cash equivalents	$ 290,620		$ 132,273	$ 21,626	$ 5,218	$ 131,503
Customer accounts receivable, net	2,568,124		1,757,653	662,378	320	147,773
Other accounts receivable	476,767		73,350	25,211	5,088	373,118
Receivable from affiliates	8,963	$ (2,487,203)	40,762	95,787	56,924	2,302,695
Inventories:
Materials & supplies	269,120		165,859	26,789		76,472
Fossil fuel	137,551		133,132	2,049		2,371
Gas stored - current portion	230,790	(2,072)	147,063	85,799
Derivative & energy trading assets	1,364,556	(102,737)	1,260,704	181,453		25,136
Investment securities - trading	408					408
Margin deposit assets	148,749		51,672	52,279		44,798
Prepayments	347,053	(32,218)	47,352	113,405	11,505	207,009
Escrow deposit for debt refunding	500,000					500,000
Other	482,694	7,912	56,273	290,800	12,561	115,151
Total Current Assets	6,825,396	(2,616,319)	3,866,092	1,557,576	91,615	3,926,432

Investments:
Investments in affiliates	468,809	(15,987,324)		177,632		16,278,501
Available for sale securities	564,466					564,466
Nuclear decommissioning trust funds	1,598,672		837,789			760,882
Other	541,619	(4)	21,851	67,646	101,285	350,841
Total Investments	3,173,566	(15,987,328)	859,641	245,277	101,285	17,954,61

Property, Plant & Equipment, Net:
Property, plant & equipment	32,630,958	(3,013,182)	17,797,010	14,118,895	59,560	3,668,675
Less accumulated depreciation depletion & amortization	(12,374,419)	2,952,311	(8,240,271)	(5,551,938)	(31,076)	(1,503,445)
Total Property, Plant & Equipment	20,256,539	(60,871)	9,556,739	8,566,957	28,484	2,165,230

Deferred Charges & Other Assets:
Goodwill, net	4,301,470	3,310,676		624,746		366,048
Intangible assets, net	312,831		128,762	103,786	1,767	75,515
Regulatory assets, net	580,496	76,729	239,127	264,640
Prepaid pension cost	1,709,532	855,468	45,826	738,430	68,289	1,518
Derivative & energy trading assets	481,676	(19,493)	402,496	34,537		64,137
Other	266,969	(886,250)	64,469	85,278	34,314	969,158
Total Deferred Charges & Other Assets	7,652,973	3,337,131	880,680	1,851,418	104,370	1,479,374

Total Assets	$37,908,474	$(15,327,387)	$15,163,151	$12,221,228	$325,753	$25,525,729

* See supporting financial statements.

Page 59

DOMINION RESOURCES, INC.
CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(Thousands)

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

Liabilities & Common Shareholders' Equity

Current Liabilities:
Securities due within one year	$ 2,125,038	$ --	$ 360,450	$ 150,000	$ --	$ 1,614,589
Short term debt	1,193,190		442,767	396,878		353,545
Accounts payable, trade	2,308,334		1,591,020	600,712	20,034	96,569
Payable to affiliates	2,042	(2,486,336)	156,150	664,720	842	1,666,666
Accrued interest, payroll and taxes	605,728	(7,249)	207,275	192,431	55,950	157,321
Derivative & energy trading liabilities	1,609,005	(106,842)	1,205,848	441,779	3,291	64,929
Other	598,998	(13,093)	205,984	276,270	18,364	111,470
Total Current Liabilities	8,442,336	(2,613,516)	4,169,494	2,722,790	98,481	4,065,087

Long Term Debt:
Long term debt	11,968,098	(14,471)	3,793,734	3,308,679	--	4,880,156
Notes payable to affiliates	91,972	(2,121,917)	--	--	--	2,213,890
Total Long Term Debt	12,060,071	(2,136,388)	3,793,734	3,308,679	--	7,094,046

Deferred Credits & Other Liabilities:
Deferred income taxes	4,099,211	281,411	1,666,816	1,648,686	13,480	488,818
Deferred investment tax credits	109,949		96,004	13,945
Derivative & energy trading liabilities	689,512	(30,204)	279,420	382,314	6,969	51,012
Other	632,296	3,841	169,490	128,511	144,102	186,352
Total Deferred Credits & Other Liabilities	5,530,968	255,047	2,211,729	2,173,456	164,551	726,185

Total Liabilities	26,033,374	(4,494,857)	10,174,958	8,204,925	263,032	11,885,316

Minority interest	7,960	(7,391)	--	7,368	--	7,983
Obligated mandatorily redeemable preferred securities of subsidiary trusts	1,397,259	--	400,000	200,000	--	797,259
Subsidiary preferred stock not subject to mandatory redemption	257,120	(665,000)	257,120	--	--	665,000

Common Shareholders' Equity:
Common stock	9,051,178	(4,893,288)	2,887,407	1,815,695	56,357	9,185,007
Other paid-in capital	47,101	(3,951,236)	16,603	1,871,104	22,575	2,088,055
Accumulated other comprehensive income (loss)	(446,029)	442,682	8,155	(298,082)	(16,215)	(582,569)
Retained earnings	1,560,510	(1,758,298)	1,418,909	420,219	4	1,479,676

Total Common Shareholders' Equity	10,212,761	(10,160,140)	4,331,074	3,808,935	62,721	12,170,171

Total Liabilities & Shareholders' Equity	$37,908,474	$(15,327,387)	$15,163,151	$12,221,228	$325,753	$25,525,728

* See supporting financial statements.

Page 60

DOMINION RESOURCES, INC.
CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2002
(Thousands)

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

Cash flows from (used in) operating activities
Net Income	$ 1,362,126	$ (1,526,481)	$ 756,714	$ 638,331	--	$ 1,493,562
Adjustments to reconcile net income to net cash from operating activities:
DCI Impairment Loss	12,930					12,930
Net unrealized gains on energy trading contracts	(5,069)	(28,417)	43,814			(20,466)
Depreciation, depletion and amortization	1,378,933	(3,228)	570,010	553,508	12,124	246,519
Deferred income taxes and investment tax credits, net	713,701	15,858	97,699	393,210	26,778	180,156
Changes in:
Accounts receivable	(817,605)		(668,382)	(62,213)	1,108	(88,118)
Receivables from affiliates	3,918	(92,414)	12,774	(1,262)	66,927	17,893
Inventories	(54,696)	2,072	(74,578)	33,342		(15,532)
Deferred fuel and purchased gas costs, net	(143,440)		(19,547)	(123,893)
Prepaid pension cost	(198,321)	30,449	(29,677)	(170,378)	(27,218)	(1,497)
Purchase and originations of mortgages	--
Proceeds from sales and principle collections of mortgages	--
Accounts payable, trade	525,903		576,941	18,695	(21,631)	(48,102)
Payable to affiliates	1,346	93,344	(29,428)	(153,890)	(3,337)	94,657
Accrued interest, payroll, and taxes	58,477	91,024	(5,105)	8,424	6,138	(42,004)
Margin deposit assets and liabilities	(185,501)		(20,445)	(120,258)		(44,798)
Other	(204,315)	516,278	44,806	122,592	(13,994)	(873,997)
Net cash from (used in) operating activities	2,448,386	(901,515)	1,255,596	1,136,208	46,895	911,203

Cash flows from (used in) investing activities
Plant construction and other property additions	(1,339,379)	939	(807,305)	(348,845)	(8,494)	(175,674)
Purchases of gas and oil properties, prospects and equipment	(1,489,347)			(1,335,849)		(153,497)
Loan originations	--
Repayments of loan originations	19,019					19,019
Proceeds from sale of business
Acquisition of business	(410,548)			(225,071)		(185,477)
Proceeds from sale of securities	53,619					53,619
Purchase of securities
Escrow deposit for debt refunding	(500,000)					(500,000)
Investment in affiliates	15,163	78,858		7,006		(70,701)
Advances to affiliates, net of repayments		2,376,903		60,917		(2,437,820)
Loans to affiliates
Repayment of loans by affiliates
Other	(308,813)	(1,838)	(49,384)	(13,078)	(8,455)	(236,058)
Net cash from (used in) investing activities	(3,960,286)	2,454,862	(856,689)	(1,854,920)	(16,949)	(3,686,590)

Pager 61

DOMINION RESOURCES, INC.
CONSOLIDATING STATEMENT OF CASH FLOWS (continued)
For the year ended December 31, 2002
(Thousands)

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

Cash flows from (used in) financing activities:
Issuance of common stock	2,019,528	(46)				2,019,574
Repurchase of common stock	(66,220)					(66,220)
Issuance of preferred securities of subsidiary trusts	400,000		400,000
Repayment of preferred securities of subsidiary trusts	(135,000)		(135,000)
Issuance of long-term debt and preferred stock	2,433,985		657,700			1,776,285
Repayment of long-term debt and preferred stock	(1,676,308)	1,833	(887,022)	(5,955)	(3,499)	(781,665)
Issuance (repayment) of short-term debt, net	(665,894)		6,867	(378,726)		(294,035)
Issuance of notes payable to affiliates
Repayment of notes payable by affiliates	(226,745)					(226,745)
Advances from affiliates, net of repayments		(2,376,900)	99,855	1,462,545	(90,674)	905,174
Capital contributions		(84,464)				84,464
Common dividend payments	(723,697)	944,533	(467,175)	(383,796)		(817,259)
Other	(42,737)	47	(25,582)	(6,538)		(10,664)
Net cash from (used in) financing activities	1,316,911	(1,514,997)	(350,357)	687,530	(94,173)	2,588,908

Increase (decrease) in cash & equivalents	(194,989)	38,350	48,550	(31,182)	(64,227)	(186,479)
Cash and cash equivalents at beginning of period	485,609	--	83,721	52,805	69,442	279,641
Cash and cash equivalents at end of period	$ 290,621	$ 38,350	$132,271	$ 21,623	$ 5,215	$ 93,162

Noncash transactions from investing and financing activities
Conversion of amounts receivable from subsidiaries to paid-in capital or common stock		(1,109,151)				1,109,151
Conversion of short-term borrowings and other payables to parent to paid-in capital or common stock		(1,109,151)	151,366	932,007	1,664	24,113
Exchange of debt securities	567,300		117,300			450,000


*See supporting financial statements.

Page 62

DOMINION RESOURCES, INC.
CONSOLIDATING STATEMENT OF SHAREHOLDERS' EQUITY
As of December 31, 2002
(Thousands)

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

Balance at December 31, 2001	$ 8,368,155	$ (8,961,153)	$3,876,393	$2,999,566	$50,587	$ 10,402,492

Common stock	1,921,676	(247,752)	150,000	(1)		2,019,429
Other paid-in capital	19,464	(953,982)	2,189	934,617	19,371	17,269
Accumulated other comprehensive income (loss)	(735,133)	599,467	12,437	(379,783)	(7,511)	(959,743)
Retained earnings:
Net income	1,362,126	(1,526,481)	756,714	638,331	--	1,493,562
Dividends and other adjustments	(723,526)	929,761	(466,659)	(383,795)	4	(802,837)

Balance at December 31, 2002	$10,212,761	$(10,160,140)	$4,331,074	$3,808,935	$62,721	$12,170,171

* See supporting financial statements.

Page 63

DOMINION RESOURCES, INC.
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
For the year ended December 31, 2002
(Thousands)

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

Net income	$1,362,126	$(1,526,481)	$756,714	$ 638,331	$ --	$ 1,493,562
Other comprehensive income, net of tax:
Net deferred gains on derivatives - hedging activities	(663,345)	595,691	6,838	(382,317)	(12,686)	(870,871)
Unrealized gains on investment securities	(68,430)	68,430	--	(696)	--	(136,164)
Foreign currency translation adjustments	5,896	(5,896)	--	--	--	11,792
Minimum pension liability adjustment	(1,448)	1,434	--	1,084	(2,532)	(1,434)
Amounts reclassified to net income:
Realized gains on investment securities	373	(373)	--	(34)	--	780
Net losses on derivatives - hedging activities	(8,179)	(59,821)	5,599	2,180	7,707	36,156

Other comprehensive income	(735,133)	599,466	12,437	(379,783)	(7,511)	(959,742)

Comprehensive income (loss)	$ 626,993	$ (927,015)	$769,151	$258,548	$(7,511)	$ 533,820

* See supporting financial statements.

Page 64

CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING STATEMENT OF INCOME
For the year ended December 31, 2002
(Thousands)

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

Operating Revenue	$3,899,716	$ (342,756)	$ 810,928	$314,695	$ 121,646	$ 568,931	$ 2,426,272

Operating Expenses
Electric fuel & energy purchases, net	103,386	(697)					104,394
Purchased electric capacity
Purchased gas, net	1,247,306	(270,700)	352,882	138,447	57,155	17,134	952,388
Liquids, pipeline capacity & other purchases	155,809	(9,144)				17,631	147,322
Restructuring & other acquisition related costs	(1,981)		(2,383)	(1,051)	137	(252)	1,568
Other operations & maintenance	569,478	(5,144)	153,102	61,618	23,422	114,504	221,976
Depreciation, depletion & amortization	553,510	(8,286)	49,370	18,941	6,442	62,716	424,327
Other taxes	202,074	--	93,249	7,554	9,153	36,663	55,455
Total Operating Expenses	2,829,583	(293,971)	646,220	225,510	96,310	248,395	1,907,119

Income from operations	1,070,134	(48,785)	164,708	89,185	25,337	320,535	519,154

Other income	34,744	(848,947)	2,430	536	(35)	(1,304)	882,064

Interest & Related Charges:
Interest expense	135,772	(214,671)	27,525	11,861	3,438	19,745	287,874
Subsidiary preferred dividends and distributions of subsidiary trusts	18,547	--	--	--	--	--	18,547
Total Fixed Charges	154,319	(214,671)	27,525	11,861	3,438	19,745	306,431

Income before taxes & minority interest	950,559	(683,061)	139,613	77,860	21,864	299,486	1,094,797

Income taxes	312,057	(19,092)	46,092	15,229	7,415	113,651	148,763
Minority interest	171	--	--	--	--	--	171

Net Income	$ 638,331	$ (663,969)	$ 93,522	$ 62,631	$ 14,449	$ 185,835	$ 945,864

Page 65

CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(Thousands)

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

Assets
Current Assets:
Cash & cash equivalents	$ 21,626	$ (2,487)	$ 6,345	$ 1,977	$ 2,988	$ 305	$ 12,498
Customer accounts receivable, net	662,378	(1,791)	257,687	93,637	32,497	38,013	242,336
Other accounts receivable	25,211	(60)	1,223	1,143	638	358	21,909
Receivable from affiliates	95,787	(2,469,406)	199	242	3	13,024	2,551,725
Inventories:
Materials & supplies	26,789	(28)	2,896	1,734	444	9,129	12,614
Fossil fuel	2,049	(576)					2,625
Gas stored - current portion	85,799	(2,045)	13,765	25,244	15,414		33,422
Derivative & energy trading assets	181,453			942	21,979	370	158,162
Margin deposit assets	52,279			1,376			50,903
Prepayments	113,405	(21,594)	26,076	6,663	2,549	15,091	84,618
Other	290,800	114,846	25,404	44,824	691	66,819	38,216
Total Current Assets	1,557,576	(2,383,141)	333,595	177,784	77,203	143,109	3,209,026

Investments:
Investments in affiliates	177,632	(6,084,273)	757	300	1,225	100	6,259,522
Other	67,646	--	19	--	--	36	67,592
Total Investments	245,277	(6,084,273)	776	300	1,225	136	6,327,114

Property, Plant & Equipment, Net:
Property, plant & Equipment	14,118,895	(57,189)	1,584,325	738,000	209,084	2,518,837	9,125,838
Less accumulated depreciation , depletion & amortization	(5,551,938)	(21,871)	(675,880)	(262,371)	(83,043)	(1,224,659)	(3,284,114)
Total Property, Plant & Equipment	8,566,957	(79,061)	908,445	475,629	126,041	1,294,178	5,841,725

Deferred Charges & Other Assets:
Goodwill, net	624,746						624,746
Intangible assets, net	103,786		64,633	6,857	2,976	17,199	12,121
Regulatory assets, net	264,640		82,079	156,408	8,644	17,509
Prepaid pension cost	738,430	(12,803)	351,986	153,359	41,015	202,853	2,020
Derivative & energy trading assets	34,537			353			34,184
Other	85,278	(261,871)	40,642	191	5,591	4,667	296,059
Total Deferred Charges & Other Assets	1,851,418	(274,674)	539,340	317,168	58,226	242,228	969,129

Total Assets	$12,221,228	$(8,821,148)	$ 1,782,156	$ 970,881	$262,694	$1,679,650	$16,346,994

Page 66

CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING BALANCE SHEET
As of December 31, 2002
(Thousands)

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

Liabilities & Common Shareholders' Equity

Current Liabilities:
Securities due within one year	$ 150,000	$ --	$ --	$ --	$ --	$ --	$ 150,000
Short term debt	396,878						396,878
Accounts payable, trade	600,712	(404)	162,732	44,379	11,216	34,520	348,269
Payable to affiliates	664,720	(2,469,405)	431,502	231,888	63,898	157,897	2,248,940
Accrued interest, payroll and taxes	192,431	(19,605)	68,260	9,078	7,398	34,353	92,947
Derivative & energy trading liabilities	441,779			820	642	1,000	439,317
Other	276,270	(21,218)	71,673	34,651	3,596	39,242	148,326
Total Current Liabilities	2,722,790	(2,510,633)	734,168	320,816	86,749	267,011	3,824,679

Long Term Debt:
Long term debt	3,308,679						3,308,679
Notes payable to affiliates	-	(2,505,595)	260,718	101,521	29,089	260,405	1,853,862
Total Long Term Debt	3,308,679	(2,505,595)	260,718	101,521	29,089	260,405	5,162,541


Deferred Credits & Other Liabilities:
Deferred income taxes	1,648,686	(73,856)	274,388	219,493	43,447	285,934	899,251
Deferred investment tax credits	13,945		5,907	6,284	1,755
Derivative & energy trading liabilities	382,314			5			382,309
Other	128,511	(12,803)	24,840	12,881	20,608	19,295	63,689
Total Deferred Credits & Other Liabilities	2,173,456	(86,659)	305,134	238,663	65,840	305,229	1,345,249

Total Liabilities	8,204,925	(5,102,887)	1,300,020	660,999	181,678	832,646	10,332,469

Minority interest	7,368	--	--	--	--	--	7,368
Obligated mandatorily redeemable preferred securities of subsidiary trusts	200,000	--	--	--	--	--	200,000

Common Shareholders' Equity:
Common stock	1,815,695	(1,948,848)	237,968	183,535	44,900	609,360	2,688,780
Other paid-in capital	1,871,104	(1,039,326)	22,927	1,462	62	15,701	2,870,277
Accumulated other comprehensive income (loss)	(298,082)	264,703		343	12,298		(575,426)
Retained earnings	420,219	(994,791)	221,241	124,541	23,756	221,944	823,527
Total Common Shareholders' Equity	3,808,935	(3,718,262)	482,136	309,881	81,016	847,005	5,807,158

Total Liabilities & Shareholders' Equity	$12,221,228	$(8,821,149)	$1,782,156	$970,881	$262,694	$1,679,651	$16,346,995

Page 67

CONSOLIDATED NATURAL GAS COMPANY.
CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2002
(Thousands)

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

Cash flows from (used in) operating activities
Net Income	$ 638,331	$ (663,969)	$ 93,522	$ 62,631	$ 14,449	$ 185,835	$ 945,864
Adjustments to reconcile net income to net cash from operating activities:
Depreciation, depletion and amortization	553,508	(8,286)	49,370	18,941	6,442	62,716	424,325
Deferred income taxes	393,210	(19,092)	61,614	13,919	3,761	76,110	256,898
Changes in:
Accounts receivable	(62,213)	1,791	1,516	(12,632)	(11,295)	3,655	(45,248)
Receivable from affiliates	(1,262)	151,453	13	165	1,030	6,426	(160,349)
Inventories	33,342	604	17,050	5,318	9,598	2,557	(1,785)
Deferred fuel and purchased gas costs, net	(123,893)		(62,280)	(21,415)		(40,368)	170
Prepaid pension cost	(170,378)	(9,562)	(73,010)	(30,913)	(10,317)	(45,617)	(959)
Accounts payable, trade	18,695	292	19,905	11,964	2,299	11,471	(27,236)
Payable to affiliates	(153,890)	(151,453)	4,125	(7,646)	1,947	(10,244)	9,380
Accrued interest, payroll and taxes	8,424	(31,423)	(614)	(4,878)	(130)	(118)	45,587
Margin deposits assets and liabilities	(120,258)			(470)			(119,788)
Other	122,592	377,837	22,560	7,912	(3,261)	2,719	(285,175)
Net cash from (used in) operating activities	1,136,208	(351,807)	133,771	42,896	14,523	255,142	1,041,683

Cash flows from (used in) investing activities
Plant construction and other property additions	(348,845)	541	(73,600)	(39,462)	(11,978)	(128,868)	(95,478)
Gas and oil properties and equipment	(1,335,849)	9,640					(1,345,489)
Proceeds from sale of business
Acquisition of business	(225,071)						(225,071)
Investment in affiliates	7,006	219,591		(300)			(212,285)
Advances to affiliates, net of repayments	60,917	906,174					(845,257)
Loan to affiliates		108,578					108,578
Repayment of loans by affiliates		(14,452)					14,452
Other	(13,078)	(9,685)	(4,026)	(1,301)	(907)	(4,788)	7,629
Net cash from (used in) investing activities	(1,854,920)	1,220,387	(77,626)	(41,063)	(12,885)	(133,656)	(2,810,077)

Page 68

CONSOLIDATED NATURAL GAS COMPANY.
CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2002
(Thousands)

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

Cash flows from (used in) financing activities:
Issuance of common stock		(100,001)					100,001
Repurchase of common stock
Issuance of preferred securities of subsidiary trusts
Repayment of preferred securities of subsidiary trusts
Issuance of long-term debt and preferred stock	(5,955)		(132)	(64)	(14)	(153)	(5,592)
Repayment of long-term debt and preferred stock
Issuance (repayment) of short-term debt, net	(378,726)						(378,726)
Issuance of notes payable to affiliates		(108,578)					108,578
Repayment of notes payable by affiliates		14,452	(2,440)	(1,261)	(474)	(5,827)	(4,450)
Advances from affiliates, net of repayments	1,462,545	(906,174)	5,815	46,037	6,985	23,939	2,285,943
Capital contributions		(116,595)					116,595
Common dividend payments	(383,796)	345,850	(81,746)	(51,200)	(8,560)	(140,555)	(447,585)
Other	(6,538)	--	--	--	--	--	(6,538)
Net cash from financing activities	687,530	(871,046)	(78,503)	(6,488)	(2,063)	(122,596)	1,768,226
Increase (decrease) in cash & equivalents	(31,182)	(2,466)	(22,538)	(4,655)	(425)	(1,110)	(168)
Cash and cash equivalents at beginning of period	52,805	(20)	28,704	6,631	3,413	1,415	12,662
Cash and cash equivalents at end of period	$ 21,623	$ (2,486)	$ 6,346	$ 1,976	$ 2,988	$ 305	$ 12,494

Non-cash transactions from investing and financing activities:
Conversion of amounts receivable from subsidiaries to paid-in capital or common stock		(21,025)					21,025
Conversion of short-term borrowings and other payables to parent to paid in capital or common stock	932,007	(21,025)	2,770	1,462	62	13,196	935,542
Exchange of debt securities

Page 69

CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING STATEMENT OF SHAREHOLDERS' EQUITY
As of December 31, 2002
(Thousands)

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


Balance at December 31, 2001	$ 2,999,566	$ (3,662,962)	$ 467,108	$ 294,523	$ 64,110	$ 837,526	$ 4,999,260

Common stock	(1)	(100,000)					99,999
Other paid-in capital	934,617	(139,332)	2,952	1,462	62	13,437	1,056,035
Accumulated other comprehensive income (loss)	(379,783)	452,473	300	2,465	10,955	934	(846,910)
Retained earnings:
Net income	638,331	(663,969)	93,522	62,631	14,449	185,835	945,864
Dividends and other adjustments	(383,795)	395,529	(81,746)	(51,200)	(8,560)	(190,727)	(447,091)

Balance at December 31, 2002	$ 3,808,935	$ (3,718,261)	$ 482,136	$ 309,881	$ 81,016	$ 847,005	$ 5,807,158

Page 70

CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING STATEMENT OF OTHER COMPREHENSIVE INCOME
For the year ended December 31, 2002
(Thousands)

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

Net income	$638,331	$(663,969)	$93,522	$62,631	$14,449	$185,835	$945,864
Other comprehensive income, net of tax:
Net deferred gains (losses) on derivatives - hedging activities	(381,317)	382,250	20	1,141	12,040	17	(776,785)
Unrealized gains (losses) on investment securities	(696)	696					(1,392)
Minimum pension liability adjustment	1,084	(1,097)	300	367	67	363	1,084
Amounts reclassified to net income:

Realized (gains) losses on Investment securities	(34)	34					(68)
Net losses on derivatives - hedging activities	2,180	71,161	(20)	957	(1,152)	(17)	(68,748)

Other comprehensive income	(379,783)	453,044	300	2,465	10,955	363	(846,909)

Comprehensive income (loss)	$258,548	$(210,925)	$93,822	$65,096	$25,404	$186,198	$ 98,955

Page 71

Exhibits

SEC Exhibit Reference	Description of Exhibit

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

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

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

D.	Tax Allocation Agreement (Exhibit D, Form U5S for the year ended December 31, 2001, incorporated by reference).

	Summary of Taxable Income and Allocation of Consolidated Tax Accrual (filed herewith on Form SE)

E.	Pursuant to Rule 16(c) under the Public Utility Holding Company Act of 1935, the annual reports of the Iroquois Gas Transmission System, L.P., Dauphin Island Gas Gathering Partners, Wilderness Chester Gas Processing, L.P, Wilderness Energy LC, and Wilderness Energy Services LP, for the year ended December 31, 2002, are filed herewith on Form SE

F.	Schedules supporting items of this report:

	(1)	ITEM 1-Schedule of Investments (filed confidentially pursuant to Rule 104)
	(2)	ITEM 4-Schedule of Acquisitions, Redemptions, or Retirements of Systems Securities (filed herewith)
	(3)	ITEM 5-Investment in Nonsystem Companies (filed herewith on Form SE)
	(4)	ITEM 6-Dominion Resources, Inc. 2003 Proxy Statement, dated March 24, 2003 is incorporated by reference.
	(5)	ITEM 10-Schedule of utility plant and related depreciation accounts, together with schedules of other property or investments (filed herewith on Form SE)

G.	Financial Data Schedules are no longer applicable.

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

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

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

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

SIGNATURE

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

DOMINION RESOURCES, INC.

(Registrant)

By: /s/ Steven A. Rogers

Vice President and Controller
(Principal Accounting Officer)

May 1, 2003

EX-99 3 exb.htm EXHIBIT B Exhibit B Exhibit B

Charter and Bylaws

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

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

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

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

Dominion Cove Point
Articles of Incorporation, dated August 13, 2002	Filed herewith
Bylaws, effective August 13, 2002	Filed herewith

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

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

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

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

	Commission Filing

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

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

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

Dominion Retail, Inc.
Certificate of Incorporation, as amended September 5, 2000	Exhibit B-6, Form U5S for the year ended December 31, 2000
Bylaws, as amended effective September 5, 2000	Exhibit B-7 Form U5S for the year ended December 31, 2000
Dominion Stateline, Inc.
Certificate of Incorporation, dated February 21, 2002	Filed herewith
Bylaws, effective February 21, 2002	Filed herewith

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

DT Services, Inc.
Article of Incorporation, dated December 19, 2000	Filed herewith
Bylaws, As Amended and Restated effective March 1, 2001	Filed herewith

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

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

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

Virginia Electric and Power Company
Articles of Incorporation, as amended and restated, effective May 6, 1999, as amended December 6, 2002.	Exhibit 3.1, Form 10-K for the year ended December 31, 2002, File No. 1-2255.
Bylaws, as amended, effective April 28, 2000	Exhibit 3, Form 10-Q for the period ended March 31, 2000, File No. 1-2255

DOMINION COVE POINT, INC.
ARTICLES OF INCORPORATION

ARTICLE I
NAME

1.1 The name of the Corporation is Dominion Cove Point, Inc. (hereinafter referred to as the "Company").

ARTICLE II
PURPOSE

2.1 The Company is organized to engage in any lawful business not required by the Virginia Stock Corporation Act to be stated in the Articles of Incorporation.

ARTICLE III
AUTHORIZED SHARES

3.1 Number and Designation. The aggregate number and designation of shares that the Company shall have authority to issue is 1,000 shares of Common Stock without par value.

3.2 Preemptive Rights. No holder of outstanding shares shall have any preemptive right with respect to (i) any shares of any class of the Company, whether now or hereafter authorized, (ii) any warrants, rights or options to purchase any such shares, or (iii) any obligations convertible into any such shares or into warrants, rights or options to purchase any such shares.

3.3 Voting; Distribution. The holders of the Common Shares shall have unlimited voting rights and are entitled to receive distributions, including dividends, when declared by the Board of Directors and the net assets of the Company upon the liquidation, dissolution or winding up of the affairs of the Company.

ARTICLE IV
REGISTERED OFFICE AND REGISTERED AGENT

4.1 The name of the Company's initial registered agent is Commonwealth Legal Services Corporation. The initial registered agent is a domestic corporation authorized to transact business in Virginia. The Company's initial registered office address, which is the business address of the initial registered agent, is 4701 Cox Road, Suite 301, Glen Allen, Virginia 23060-6802. The registered office is physically located in the county of Henrico.

ARTICLE V
LIMIT ON LIABILITY AND INDEMNIFICATION

5.1 Definitions. For purposes of this Article the following definitions shall apply:

(i) "Company" means the Company only and no predecessor entity or other legal entity;

(ii) "expenses" include counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification;

(iii) "liability" means the obligation to pay a judgment, settlement, penalty, fine, or other such obligation, including, without limitation, any excise tax assessed with respect to an employee benefit plan;

(iv) "legal entity" means a corporation, partnership, joint venture, trust, employee benefit plan or other enterprise;

(v) "predecessor entity" means a legal entity the existence of which ceased upon its acquisition by the Company in a merger or otherwise; and

(vi) "proceeding" means any threatened, pending, or completed action, suit, proceeding or appeal whether civil, criminal, administrative or investigative and whether formal or informal.

5.2 Limit on Liability. In every instance in which the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability of directors or officers of a corporation to the corporation or its shareholders, the directors and officers of this Company shall not be liable to the Company or its shareholders.

5.3 Indemnification of Directors and Officers. The Company shall indemnify any individual who is, was or is threatened to be made a party to a proceeding (including a proceeding by or in the right of the Company) because such individual is or was a director or officer of the Company or because such individual is or was serving the Company, or any other legal entity in any capacity at the request of the Company while a director or officer of the Company, against all liabilities and reasonable expenses incurred in the proceeding except such liabilities and expenses as are incurred because of such individual's willful misconduct or knowing violation of the criminal law. Service as a director or officer of a legal entity controlled by the Company shall be deemed service at the request of the Company. The determination that indemnification under this Section 5.3 is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made, in the case of a director, as provided by law, and in the case of an officer, as provided in Section 5.4 of this Article; provided, however, that if a majority of the directors of the Company has changed after the date of the alleged conduct giving rise to a claim for indemnification, such determination and evaluation shall, at the option of the person claiming indemnification, be made by special legal counsel agreed upon by the Board of Directors and such person. Unless a determination has been made that indemnification is not permissible, the Company shall make advances and reimbursements for expenses incurred by a director or officer in a proceeding upon receipt of an undertaking from such director or officer to repay the same if it is ultimately determined that such director or officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the director or officer and shall be accepted without reference to such director's or officer's ability to make repayment. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a director or officer acted in such a manner as to make such director or officer ineligible for indemnification. The Company is authorized to contract in advance to indemnify and make advances and reimbursements for expenses to any of its directors or officers to the same extent provided in this Section 5.3.

5.4 Indemnification of Others. The Company may, to a lesser extent or to the same extent that it is required to provide indemnification and make advances and reimbursements for expenses to its directors and officers pursuant to Section 5.3, provide indemnification and make advances and reimbursements for expenses to its employees and agents, the directors, officers, employees and agents of its subsidiaries and predecessor entities, and any person serving any other legal entity in any capacity at the request of the Company, and may contract in advance to do so. The determination that indemnification under this Section 5.4 is permissible, the authorization of such indemnification and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from time to time by general or specific action of the Board of Directors, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person's rights under Sect ion 5.3 of this Article shall be limited by the provisions of this Section 5.4.

5.5 Miscellaneous. The rights of each person entitled to indemnification under this Article shall inure to the benefit of such person's heirs, executors and administrators. Special legal counsel selected to make determinations under this Article may be counsel for the Company. Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the Company and indemnification under policies of insurance purchased and maintained by the Company or others. However, no person shall be entitled to indemnification by the Company to the extent such person is indemnified by another, including an insurer. The Company is authorized to purchase and maintain insurance against any liability it may have under this Article or to protect any of the persons named above against any liability arising from their service to the Company or any o ther legal entity at the request of the Company regardless of the Company's power to indemnify against such liability. The provisions of this Article shall not be deemed to preclude the Company from entering into contracts otherwise permitted by law with any individuals or legal entities, including those named above. If any provision of this Article or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this Article, and to this end the provisions of this Article are severable.

5.6 Amendments. No amendment, modification or repeal of this Article shall diminish the rights provided hereunder to any person arising from conduct or events occurring before the adoption of such amendment, modification or repeal.

ARTICLE VI
DIRECTORS

6.1 The number of directors of the Company may be fixed by the bylaws.

6.2 The number of directors constituting the initial board of directors is one, and the name and address of such person who is to serve as the initial director until the first annual meeting of the shareholders or until a successor is elected and qualified is:

NAME	ADDRESS

Thomas F. Farrell, II	120 Tredegar Street Richmond, Virginia

Dated: August 13, 2002	By: /s/ E. J. Marks, III E. J. Marks, III, Incorporator

DOMINION COVE POINT, INC.

BYLAWS

EFFECTIVE AUGUST 13, 2002

DOMINION COVE POINT, INC.

A Virginia Corporation

BYLAWS

ARTICLE I
MEETINGS OF SHAREHOLDERS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II
DIRECTORS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE III
OFFICERS

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

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

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

3.4 Duties of Officers. The President and the other officers shall have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be delegated to them from time to time by the Board of Directors. The President and each Vice President shall have authority to sign certificates for shares of stock, bonds, deeds and all manner of contracts necessary, expedient in or incident to the conduct of the Company's business and to delegate such authority in accordance with the Company's policies and procedures, in such manner as may be approved by the President.

ARTICLE IV
SHARE CERTIFICATES

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

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

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

ARTICLE V
MISCELLANEOUS PROVISIONS

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

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

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

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

DOMINION STATE LINE, INC.
CERTIFICATE OF INCORPORATION

ARTICLE I
NAME

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

ARTICLE II
PURPOSE

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

ARTICLE III
AUTHORIZED SHARES

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

ARTICLE IV
REGISTERED OFFICE AND REGISTERED AGENT

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

ARTICLE V
INCORPORATOR

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

ARTICLE VI
BYLAWS

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

ARTICLE VII
LIMIT ON LIABILITY

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

ARTICLE VIII
DIRECTORS

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

NAME	ADDRESS

Thomas F. Farrell, II	120 Tredegar Street Richmond, Virginia

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

IN WITNESS WHEREOF, the undersigned incorporator hereby acknowledges that, the foregoing Certificate of Incorporation is his act and deed on this 21^st day of February 2002.


	/s/ E. J. Marks, III E. J. Marks, III, Incorporator

DT SERVICES, INC.
ARTICLES OF INCORPORATION

ARTICLE I
NAME

1.1 The name of the corporation is DT Services, Inc. (hereinafter referred to as the "Company").

ARTICLE II
PURPOSE

2.1 The Company is organized to engage in any lawful business not required by the Virginia Stock Corporation Act to be stated in the Articles of Incorporation.

ARTICLE III
AUTHORIZED SHARES

3.1 Number and Designation. The aggregate number and designation of shares that the Company shall have authority to issue is 7,000,000 shares of Common Stock without par value.

ARTICLE IV
REGISTERED OFFICE AND REGISTERED AGENT

4.1 The name of the corporation's initial registered agent is Commonwealth Legal Services Corporation. The initial registered agent is a professional corporation registered under Section 54.1-3902, Code of Virginia. The corporation's initial registered office address, which is the business address of the initial registered agent, is 4701 Cox Road, Suite 301, Glen Allen, Virginia 23060-6802. The registered office is physically located in the county of Henrico.

ARTICLE V
LIMIT ON LIABILITY AND INDEMNIFICATION

5.1 Definitions. For purposes of this Article the following definitions shall apply:

(i) "Company" means this Corporation only and no predecessor entity or other legal entity;

(ii) "expenses" include counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification;

(iv) "legal entity" means a corporation, partnership, joint venture, trust, employee benefit plan or other enterprise;

(v) "predecessor entity" means a legal entity the existence of which ceased upon its acquisition by the Company in a merger or otherwise; and

(vi) "proceeding" means any threatened, pending, or completed action, suit, proceeding or appeal whether civil, criminal, administrative or investigative and whether formal or informal.

ARTICLE VI
DIRECTORS

6.1 The number of directors of the Company may be fixed by the bylaws.

NAME	ADDRESS

Edgar M. Roach, Jr.	625 Liberty Avenue, 22^nd Floor Pittsburgh, PA 15222-3199

Dated: December 19, 2000	By: /s/ Mark O. WebbI Mark O. Webb, Incorporator

DT SERVICES, INC.

BYLAWS

As Amended and Restated effective March 1, 2001

DT SERVICES, INC.
A Virginia Corporation

AMENDED AND RESTATED BYLAWS

ARTICLE I

MEETINGS OF SHAREHOLDERS

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

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

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

ARTICLE II
DIRECTORS

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

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

ARTICLE III
OFFICERS

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

3.4 Duties of Officers. The President and the other officers shall have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be delegated to them from time to time by the Board of Directors. The President and each Vice President shall have authority to sign certificates for shares of stock, bonds, deeds and all manner of contracts necessary, expedient in or incident to the conduct of the Company's business and to delegate such authority and in accordance with the Company's policies and procedures, in such manner as may be approved by the President.

ARTICLE IV
SHARE CERTIFICATES

ARTICLE V
MISCELLANEOUS PROVISIONS

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

ARTICLE VI
PURPOSE AND LIMITATIONS

6.1 Limited Purpose. The Company's business and purpose shall consist solely of the following:

To acquire a membership interest in and act as a member of Dominion Fiber Ventures, LLC, (the "LLC") pursuant to and in accordance with the Company's Articles of Incorporation, the Operating Agreement of the LLC dated as of December 21, 2000 and the LLC's Amended and Restated Limited Liability Company Agreement to be entered into as of March 16, 2001 among the LLC, the Company and Blue Ridge Telecom Trust.
To employ and compensate individual employees and to make them available under the DTSI Services Agreement to Dominion Telecom, Inc., a Virginia corporation, to conduct its telecommunications business and related operational functions.
To engage in such other lawful activities permitted to corporations by the Virginia Stock Corporation Act as are incidental, necessary or appropriate to the foregoing.

6.2 Limitations on Corporate Actions. The Company shall not, without the unanimous consent of its Board of Directors, do any of the following:

engage in any business or activity other than those set forth in Section 1 above or cause or allow the LLC to engage in any business or activity other than as set forth in its Amended and Restated Limited Liability Company Agreement;

incur any indebtedness or assume or guaranty any indebtedness of any other entity, other than the obligations incurred in connection with the Participation Agreement, indebtedness permitted thereunder and normal trade accounts payable in the ordinary course of business;

cause the LLC to incur any indebtedness or to assume or guaranty any indebtedness of any other entity, other than pursuant to the Participation Agreement, indebtedness permitted thereunder, and normal trade accounts payable in the ordinary course of business;

dissolve or liquidate, in whole or in part;

cause or consent to the dissolution or liquidation, in whole or in part, of the LLC;

consolidate or merge with or into any other entity or convey or transfer its property and assets substantially as an entirety to any entity;

cause the LLC to consolidate or merge with or into any other entity or to convey or transfer its property and assets substantially as an entirety to any entity;

with respect to the Company or the LLC, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution or bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or the LLC or a substantial part of property of the Company or the LLC, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take corporate action in furtherance of any such action;

further amend this Amendment to the Bylaws or approve an amendment to the Amended and Restated Limited Liability Company Agreement governing the LLC; or

resign as a member of the LLC.

In addition to the foregoing, so long as any obligation pursuant to the Participation Agreement remains outstanding and not discharged in full, the Company shall not, without the written consent of the holder of the Senior Notes, take any action set forth in items (a) through (g) and items (i) and (j).

6.3 Separateness/Operations Matters.

Each bank account of the Company shall be separate from the bank accounts of any other Person.
All transactions between the Company or an Affiliate of Dominion, on the one hand, and the Company, on the other, shall be duly authorized and documented and recorded accurately in the appropriate books and records of such entities, except where normal industry practice does not normally require authorization or documentation. The Company shall not enter into any transaction with Dominion or any Affiliate of Dominion, other than transactions in any calendar quarter which, taken as a whole, are fair and reasonable based on the facts and circumstances at the time such transactions were entered into and provide, in the aggregate, for exchanges of fair consideration and reasonably equivalent value between or among the parties thereto.
The Company shall: (i) maintain and prepare separate financial reports and financial statements in accordance with GAAP, showing its assets and liabilities separate and apart from those of any other Person, and will not have its assets listed on the financial statement of any other Person; provided, however, that its assets may be included on a consolidated financial statement of its parent if, such consolidated financial statements are maintained and prepared in accordance with GAAP; (ii) maintain its books, records and bank accounts separate from those of its Affiliates, any constituent party and any other Person; and (iii) not permit any Affiliate or constituent party independent access to its bank accounts.
The Company shall not commingle or pool any of the funds and other assets of the Company with those of any Affiliate or constituent party or any other Person, and it shall hold all of its assets in its own name.
The Company shall do all things necessary to observe corporate and other organizational formalities and preserve its existence.
The Company shall not guarantee, become obligated for, or hold itself or its credit out to be responsible for or available to satisfy, the debts or obligations of any other Person or the decisions or actions respecting the daily business or affairs of any other Person (except as provided for in or permitted under the Transaction Documents).
The Company shall not acquire Equity Interests of any Affiliate (except as otherwise provided for in the Transaction Documents). The Company shall not buy or hold any evidence of indebtedness for borrowed money issued by, or make any loan or advance to, any other Person (except as otherwise provided for in the Transaction Documents).
The Company shall not make any loans or advances (other than as otherwise provided for in or permitted under the Transaction Documents) to, or pledge its assets (other than as otherwise provided for in or permitted under the Transaction Documents) for the benefit of, any Person, including, without limitation, any Affiliate, constituent party or Affiliate of any constituent party.
The Company shall not be consensually merged or legally consolidated with any other Person (other than consolidation for financial reporting and tax purposes, any Person that is owned or partially-owned by the Company).

6.4 Effectiveness of Amendment. This Article VI shall remain in effect for so long as the obligations of Dominion Fiber Ventures, LLC, a Delaware limited liability company, pursuant to and as described in that certain Participation Agreement dated March 16, 2001 among Dominion Resources, Inc., the Company, Dominion Telecom, Inc., Piedmont Share Trust, Monument Overfund Trust, Wilmington Trust Company and Bank One, National Association (the "Participation Agreement") shall remain outstanding. In addition, notwithstanding any other provisions contained in the provisions of these Bylaws other than the provisions of this Article, the provisions of this Article shall supercede all existing provisions to the contrary. Terms used herein which are not otherwise defined shall have the same meaning as provided in the Participation Agreement.

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

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

Dominion Resources, Inc.

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

Senior Indenture, dated June 1, 2000, between Dominion Resources, Inc. and JP Morgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (Exhibit 4 (iii), Form S-3, Registration Statement, File No. 333-93187, incorporated by reference); First Supplemental Indenture, dated June 1, 2000 (Exhibit 4.2, Form 8-K, dated June 21, 2000, File No. 1-8489, incorporated by reference); Second Supplemental Indenture, dated July 1, 2000 (Exhibit 4.2, Form 8-K, dated July 11, 2000, File No. 1-8489, incorporated by reference); Third Supplemental Indenture, dated July 1, 2000 (Exhibit 4.3, Form 8-K dated July 11, 2000, incorporated by reference); Fourth Supplemental Indenture and Fifth Supplemental Indenture dated September 1, 2000 (Exhibit 4.2, Form 8-K, dated September 8, 2000, incorporated by reference); Sixth Supplemental Indenture, dated September 1, 2000 (Exhibit 4.3, Form 8-K, dated September 8, 2000, incorporated by reference); Seventh Supplemental Indenture, dated October 1, 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); Forms of Fifteenth and Sixteenth Supplemental Indentures (Exhibits 4.2 and 4.3 to Form 8-K filed December 12, 2002, File No. 1-8489, incorporated by refe rence); Forms of Seventeenth and Eighteenth Supplemental Indentures (Exhibits 4.2. and 4.3 to Form 8-K filed February 11, 2003, File No. 1-8489, incorporate by reference); Forms of Twentieth and Twenty-first Supplemental Indentures (Exhibits 4.2 and 4.3 to Form 8-K filed March 4, 2003, File No. 1-8489, incorporated by reference).

Virginia Electric and Power Company

Indenture of Mortgage of Virginia Electric and Power Company, dated November 1, 1935, as supplemented and modified by fifty-eight Supplemental Indentures (Exhibit 4(ii), Form 10-K for the fiscal year ended December 31, 1985, File No. 1-2255, incorporated by reference); Sixty-Seventh Supplemental Indenture (Exhibit 4(i), Form 8-K, dated April 2, 1991, File No. 1-2255, incorporated by reference); Seventieth Supplemental Indenture, (Exhibit 4(iii), Form 8-K, dated February 25, 1992, File No. 1-2255, incorporated by reference); Seventy-First Supplemental Indenture (Exhibit 4(i)) and Seventy-Second Supplemental Indenture, (Exhibit 4(ii), Form 8-K, dated July 7, 1992, File No. 1-2255, incorporated by reference); Seventy-Third Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated August 6, 1992, File No. 1-2255, incorporated by reference); Seventy-Fourth Supplemental Indenture (Exhibit 4(i), Form 8-K, dated February 10, 1993, File No. 1-2255, incorporated by reference); Seventy-Fift h Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated April 6, 1993, File No. 1-2255, incorporated by reference); Seventy-Sixth Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated April 21, 1993, File No. 1-2255, incorporated by reference); Seventy-Seventh Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated June 8, 1993, File No. 1-2255, incorporated by reference); Seventy-Eighth Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated August 10, 1993, File No. 1-2255, incorporated by reference); Seventy-Ninth Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated August 10, 1993, File No. 1-2255, incorporated by reference); Eightieth Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated October 12, 1993, File No. 1-2255, incorporated by reference); Eighty-First Supplemental Indenture, (Exhibit 4(iii), Form 10-K for the fiscal year ended December 31, 1993, File No. 1-2255, incorporated by reference); Eighty-Second Supplemental Indenture, (Exhibit 4(i), Form 8-K, dated January 18, 1994, File No. 1-225 5, incorporated by reference); Eighty-Third Supplemental Indenture (Exhibit 4(i), Form 8-K, dated October 19, 1994, File No. 1-2255, incorporated by reference); Eighty-Fourth Supplemental Indenture (Exhibit 4(i), Form 8-K, dated March 23, 1995, File No. 1-2255, incorporated by reference); and Eighty-Fifth Supplemental Indenture (Exhibit 4(i), Form 8-K, dated February 20, 1997, File No. 1-2255, incorporated by reference).

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

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).

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).

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

Consolidated Natural Gas Company

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

Indenture, dated as of April 1, 1995, between Consolidated Natural Gas Company and The Bank of New York (as successor trustee to United States Trust Company of New York) (Exhibit (4) to Certificate of Notification at Commission File No. 70-8107); First Supplemental Indenture dated January 28, 2000 (Exhibit (4 A)(ii), Form 10-K for the fiscal year ended December 31, 1999, File No. 1-3196, incorporated by reference); Securities Resolution No. 1 effective as of April 12, 1995 (Exhibit 2 to Form 8-A filed April 21, 1995 under File No. 1-3196 and relating to the 7³/8% Debentures Due April 1, 2005); Securities Resolution No. 2 effective as of October 16, 1996 (Exhibit 2 to Form 8-A filed October 18, 1996 under file No. 1-3196 and relating to the 6⁷/8% Debentures Due October 15, 2006); Securit ies Resolution No. 3 effective as of December 10, 1996 (Exhibit 2 to Form 8-A filed December 12, 1996 under file No. 1-3196 and relating to the 6⁵/8% Debentures Due December 1, 2008); Securities Resolution No. 4 effective as of December 9, 1997 (Exhibit 2 to Form 8-A filed December 12, 1997 under file No. 1-3196 and relating to the 6.80% Debentures Due December 15, 2027); Securities Resolution No. 5 effective as of October 20, 1998 (Exhibit 2 to Form 8-A filed October 22, 1998 under file No. 1-3196 and relating to the 6% Debentures Due October 15, 2010); Securities Resolution No. 6 effective as of September 21, 1999 (Exhibit 4A(iv), Form 10-K for the fiscal year ended December 31, 1999, File No. 1-3196, and relating to the 7¹/4% Notes Due October 1, 2004).

Indenture, dated April 1, 2001, between Consolidated Natural Gas Company and Bank One Trust Company, National Association (Exhibit 4.1, Form S-3 File No. 333-52602, as filed on December 22, 2000, incorporated by reference); as supplemented by the Form of First Supplemental Indenture, dated April 1, 2001 (Exhibit 4.2, Form 8-K, File dated April 12, 2001, File No. 1-3196 incorporated by reference); Second Supplemental Indenture, dated October 25, 2001 (Exhibit 4.1, Form 8-K, dated October 23, 2001, File No. 1-3196, incorporated by reference); Third Supplemental Indenture, dated October 25, 2001 (Exhibit 4.3, Form 8-K, dated October 23, 2001, File No. 1-3196, incorporated by reference); Fourth Supplemental Indenture, dated May 1, 2002 (Exhibit 4.4, Form 8-K, dated May 22, 2002, Form 1-3196, incorporated by reference).

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

Dominion Oklahoma Texas Exploration and Production, Inc.

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

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

EX-99 5 exf2.htm EXHIBIT F-2 EXHIBIT F

Exhibit F-2

ITEM 4 - SCHEDULE OF ACQUISITIONS, REDEMPTIONS
OR RETIREMENTS OF SYSTEM SECURITIES
Calendar Year 2002
(Thousands of Dollars)

Name of Issuer and Title of Issue		Acquired	Redeemed (note 1)	Retired (note 1)	Consideration	Commission Authorization (note 2)

Dominion
Senior Notes: (note 3)
	Remarketable senior notes, Series D, 7.4%, Due 2012		$200,000		$200,000	Rule 42
	Remarketable senior notes, Series F, variable, Due 2012		250,000		250,000	Rule 42
			$450,000		$450,000
Notes payable to affiliates
Demand Notes to affiliate				$178,102	$178,102	Rule 42
Affiliate note due 2005				48,666	48,666	Rule 42
				$226,768	$226,768

Common stock			$66,000		$66,000	Rule 42

Dominion Capital
Term loan due 2002				$675,000	$675,000	Rule 42

Dominion Exploration Canada Ltd.
Revolving line of credit			$93,666		$93,666	Rule 42

DOTEPI
9.25% Senior Subordinated Notes due 2004			$6,000		$6,000	Rule 42

Dominion E&P
Non-negotiable note:
	8.95% due September 30, 2002			$4,450	$4,450	Rule 42

Dominion East Ohio
Non-negotiable notes:
	7.40% due November 30, 2002			$1,750	$1,750	Rule 42
	9.5% due November 30, 2002			690	690	Rule 42
				$2,440	$2,440
Dominion Hope
Non-negotiable notes:
	7.40% due November 30, 2002			$250	$250	Rule 42
	9.5% due November 30, 2002			224	224	Rule 42
				$474	$474
Dominion Peoples
Non-negotiable notes:
	7.40% due November 30, 2002			$750	$750	Rule 42
	9.5% due November 30, 2002			511	511	Rule 42
				$1,261	$1,261
Dominion Transmission
Non-negotiable notes:
	7.40% due November 30, 2002			$3,750	$3,750	Rule 42
	9.5% due November 30, 2002			2,077	2,077	Rule 42
				$5,827	$5,827

ITEM 4 - SCHEDULE OF ACQUISITIONS, REDEMPTIONS
OR RETIREMENTS OF SYSTEM SECURITIES
Calendar Year 2002
(Thousands of Dollars)

Name of Issuer and Title of Issue		Acquired	Redeemed (note 1)	Retired (note 1)	Consideration	Commission Authorization (note 2)


Elwood Energy, LLC
2001 Senior secured bonds 8.159% due 2002				$8,141	$8,141	Rule 42

Goodman Segar Hogan, Inc.
9% fixed-rate note due 2002				$5	$5	Rule 42

Kincaid Generation, LLC
Senior secured bonds 7.33% due 2002				$6,778	$6,778	Rule 42

Morgantown Energy Associates
1992 Subordinated Debt 12.75%				$1,555	$1,555	Rule 42
1990 Bonds, Series A 5.05%,				$3,510	$3,510	Rule 42

Virginia Power
Medium Term Notes:
	Medium term notes, Series E			$60,000	$60,000	Rule 42
	Medium term notes, Series F			20,000	20,000	Rule 42
	Medium term notes, Series G			200,000	200,000	Rule 42
				$280,000	$280,000

First and Refunding Bonds: (note 4)
	1997 First and Refunding Bonds, Series A, 6 3/4%, Due 2007		$200,000		$200,000	Rule 42
	1992 First and Refunding Bonds, Series E, 7 3/8%, Due 2002			$155,000	155,000	Rule 42
	1993 First and Refunding Bonds, Series F, 6%, Due 2002			$100,000	100,000	Rule 42
			$200,000	$255,000	$455,000

Junior subordinated notes, 8.05%, Due 2025			$139,175		$139,175	Rule 42

Preferred stock:
	Money market preferred stock, October 1988, $100 par		$ 75,000		$ 75,000	Rule 42
	Money market preferred stock, June 1989, $100 par		75,000		75,000	Rule 42
	Money market preferred stock, September 1992 Series A, $100 par		50,000		50,000	Rule 42
	Money market preferred stock, September 1992 Series B, $100 par		50,000		50,000	Rule 42
			$250,000		$250,000

ITEM 4 - SCHEDULE OF ACQUISITIONS, REDEMPTIONS
OR RETIREMENTS OF SYSTEM SECURITIES
Calendar Year 2002
(Thousands of Dollars)

Name of Issuer and Title of Issue	Acquired	Redeemed (note 1)	Retired (note 1)	Consideration	Commission Authorization (note 2)

Virginia Power Capital Trust I
Trust preferred securities, 8.05%, Due 2025		$135,000		$135,000	Rule 42
Common securities		4,175		4,175	Rule 42
		$139,175		$139,175

Notes to Item 4:

Except as noted, all securities redeemed or retired have been cancelled.
Public Utility Holding Company Act of 1935.
During 2002, Dominion redeemed $450 million of remarketable senior notes. In a direct exchange, Dominion completed the redemption by issuing $520 million of senior notes. 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.
During 2002, Virginia Power redeemed $200 million of mortgage bonds. Virginia Power completed the redemption by issuing $650 million of senior notes. The redemption included a direct exchange of senior notes for $117 million of the mortgage bonds. The Company used the remaining cash proceeds from the issuance of the senior notes to redeem the remaining $83 million of the mortgage bonds and for general corporate purposes, including the repayment of other debt.

EX-23.1 6 ex231.htm EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT

Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Annual Report of Dominion Resources, Inc. on Form U5S for the year ended December 31, 2002, filed pursuant to the Public Utility Holding Company Act of 1935, of our reports dated January 21, 2003 (February 19, 2003, as to the last two paragraphs of the Lease Commitments section of Note 27 and February 21, 2003, as to the last three paragraphs of Note 30, which reports expressed an unqualified opinion and included an explanatory paragraph as to changes in accounting principle for: goodwill and other intangible assets in 2002, derivative instruments and hedging activities in 2001, and the method of accounting used to develop the market-related value of pension plan assets in 2000), appearing in the Annual Report on Form 10-K of Dominion Resources, Inc. for the year ended December 31, 2002.

/s/ DELOITTE & TOUCHE LLP

Richmond, Virginia
April 30, 2003

EX-23.2 7 ex232.htm EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT

Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Annual Report of Dominion Resources, Inc. on Form U5S, filed pursuant to the Public Utility Holding Company Act of 1935, of our reports on the consolidated financial statements of Virginia Electric and Power Company dated January 21, 2003 (which reports expressed an unqualified opinion and included an explanatory paragraph as to changes in accounting principle for derivative instruments and hedging activities in 2001 and the method of accounting used to develop the market-related value of pension plan assets in 2000), appearing in the Annual Report on Form 10-K of Virginia Electric and Power Company for the year ended December 31, 2002.

/s/ DELOITTE & TOUCHE LLP

Richmond, Virginia
April 30, 2003

EX-23.3 8 ex233.htm EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT

Exhibit 23.3

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Annual Report of Dominion Resources, Inc. on Form U5S, filed pursuant to the Public Utility Holding Company Act of 1935, of our reports on the consolidated financial statements of Consolidated Natural Gas Company, dated January 21, 2003 (which reports expressed an unqualified opinion and included an explanatory paragraph as to changes in accounting principle for: goodwill and other intangible assets in 2002, derivative instruments and hedging activities in 2001, and the method of accounting used to develop the market-related value of pension plan assets in 2000), appearing in the Annual Report on Form 10-K of Consolidated Natural Gas Company for the year ended December 31, 2002.

/s/ DELOITTE & TOUCHE LLP

Richmond, Virginia
April 30, 2003

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