10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________

FORM 10-Q
____________

(Mark one)

X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004

or

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

Commission File Number 1-8489

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

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

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

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act). Yes   X   No       

At June 30, 2004, the latest practicable date for determination, 330,227,655shares of common stock, without par value, of the registrant were outstanding.

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DOMINION RESOURCES, INC.

INDEX

		Page   Number
PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Statements of Income - Three and Six Months Ended June 30, 2004 and 2003	3
	Consolidated Balance Sheets - June 30, 2004 and December 31, 2003	4
	Consolidated Statements of Cash Flows - Six Months Ended June 30, 2004 and 2003	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	47
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	48
Item 4.	Submission of Matters to a Vote of Security Holders	48
Item 6.	Exhibits and Reports on Form 8-K	48

PAGE 3

DOMINION RESOURCES, INC.
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

	Three Months Ended June 30,		Six Months Ended June 30,
	2004	2003	2004	2003
	(millions, except per share amounts)
Operating Revenue	$3,040	$2,630	$6,919	$6,209
Operating Expenses
Electric fuel and energy purchases, net	575	363	1,093	777
Purchased electric capacity	146	150	298	311
Purchased gas, net	525	390	1,622	1,185
Liquids, pipeline capacity and other purchases	220	126	390	207
Other operations and maintenance	553	607	1,134	1,272
Depreciation, depletion and amortization	319	304	636	599
Other taxes	122	113	276	267
Total operating expenses	2,460	2,053	5,449	4,618
Income from operations	580	577	1,470	1,591
Other income (expense)	44	53	99	(83)
Interest and related charges:
Interest expense - junior subordinated notes payable to affiliated trusts	26	--	55	--
Interest expense - other	200	213	407	422
Distributions - mandatorily redeemable trust preferred securities	--	28	--	55
Subsidiary preferred dividends	4	4	8	8
Total interest and related charges	230	245	470	485
Income before income taxes	394	385	1,099	1,023
Income tax expense	136	139	396	368
Income from continuing operations before cumulative effect of changes in   accounting principles	258	246	703	655
Loss from discontinued operations (1)	(7)	(6)	(15)	(20)
Cumulative effect of changes in accounting principles (net of income taxes of $71)	--	--	--	113
Net income	$  251	$  240	$  688	$  748
Earnings Per Common Share - Basic
Income from continuing operations before cumulative effect of changes in   accounting principles	$0.79	$0.78	$2.16	$2.10
Loss from discontinued operations	(0.03)	(0.02)	(0.05)	(0.06)
Cumulative effect of changes in accounting principles	--	--	--	0.36
Net income	$0.76	$0.76	$2.11	$2.40
Earnings Per Common Share - Diluted
Income from continuing operations before cumulative effect of changes in   accounting principles	$0.79	$0.78	$2.15	$2.09
Loss from discontinued operations	(0.03)	(0.02)	(0.05)	(0.06)
Cumulative effect of changes in accounting principles	--	--	--	0.36
Net income	$0.76	$0.76	$2.10	$2.39
Dividends paid per common share	$0.645	$0.645	$1.29	$1.29

____________

(1) Net of income tax benefit of $4 million for the three and six months ended June 30, 2004, and $7 million and $25 million for the three and six months ended June 30, 2003.

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

PAGE 4

DOMINION RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

ASSETS	June 30, 2004	December 31, 2003(1)
	(millions)
Current Assets
Cash and cash equivalents	$   83	$   126
Customer accounts receivable (net of allowance of $44 in 2004   and $51 in 2003)	3,106	3,091
Other accounts receivable	317	828
Inventories	726	870
Derivative assets	1,646	1,436
Margin deposit assets	196	157
Prepayments	293	202
Other	611	471
Total current assets	6,978	7,181
Investments
Available for sale securities	349	413
Nuclear decommissioning trust funds	1,897	1,872
Investment in affiliates	403	400
Other	402	402
Total investments	3,051	3,087
Property, Plant and Equipment
Property, plant and equipment	38,078	37,107
Accumulated depreciation, depletion and amortization	(11,756)	(11,257)
Net property, plant and equipment	26,322	25,850
Deferred Charges and Other Assets
Goodwill, net	4,298	4,300
Regulatory assets	802	832
Prepaid pension cost	1,942	1,939
Derivative assets	726	402
Other	646	595
Total deferred charges and other assets	8,414	8,068
Total assets	$44,765	$44,186

____________

(1) The Consolidated Balance Sheet at December 31, 2003 has been derived from the audited Consolidated Financial Statements at that date.

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

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DOMINION RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

LIABILITIES AND SHAREHOLDERS' EQUITY	June 30, 2004	December 31, 2003(1)
	(millions)
Current Liabilities
Securities due within one year	$  1,203	$   1,252
Short-term debt	616	1,452
Accounts payable, trade	2,604	2,712
Accrued interest, payroll and taxes	518	619
Derivative liabilities	2,665	2,082
Other	832	750
Total current liabilities	8,438	8,867
Long-Term Debt
Long-term debt	14,013	14,336
Junior subordinated notes payable to affiliated trusts	1,466	1,440
Total long-term debt	15,479	15,776
Deferred Credits and Other Liabilities
Deferred income taxes and investment tax credits	4,835	4,563
Asset retirement obligations	1,681	1,651
Derivative liabilities	1,748	1,185
Regulatory liabilities	594	587
Other	1,157	762
Total deferred credits and other liabilities	10,015	8,748
Total liabilities	33,932	33,391
Commitments and Contingencies (see Note 14)
Subsidiary Preferred Stock Not Subject to Mandatory Redemption	257	257
Common Shareholders' Equity
Common stock - no par(2)	10,281	10,052
Other paid-in capital	82	61
Retained earnings	1,320	1,054
Accumulated other comprehensive loss	(1,107)	(629)
Total common shareholders' equity	10,576	10,538
Total liabilities and shareholders' equity	$44,765	$44,186

____________

(1) The Consolidated Balance Sheet at December 31, 2003 has been derived from the audited Consolidated Financial Statements at that date.

(2) 500 million shares authorized; 330 million shares outstanding at June 30, 2004 and 325 million shares outstanding at December 31, 2003.

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

PAGE 6

DOMINION RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Six Months Ended June 30,
	2004	2003
	(millions)
Operating Activities
Net income	$688	$   748
Adjustments to reconcile net income to net cash provided by operating activities:
Cumulative effect of changes in accounting principles, net of income taxes	--	(113)
Net unrealized gains on energy-related derivatives held for trading purposes	(19)	(108)
Depreciation, depletion and amortization	699	671
Deferred income taxes and investment tax credits, net	352	239
Other adjustments for non-cash items	42	124
Changes in:
Accounts receivable	12	(207)
Inventories	143	22
Deferred fuel and purchased gas costs, net	45	(272)
Prepayments	(151)	126
Accounts payable, trade	(109)	188
Accrued interest, payroll and taxes	(79)	10
Margin deposit assets and liabilities	(33)	(158)
Other operating assets and liabilities	(54)	214
Net cash provided by operating activities	1,536	1,484
Investing Activities
Plant construction and other property additions	(588)	(1,055)
Additions to gas and oil properties, including acquisitions	(612)	(534)
Proceeds from sale of oil and gas properties	413	3
Release of escrow deposit for debt refunding	--	500
Purchase of Dominion Fiber Ventures senior notes	--	(633)
Proceeds from sale of loans and securities	246	323
Purchases of securities	(266)	(287)
Advances to lessor for project under construction	(81)	(227)
Reimbursement from lessor for project under construction	564	--
Other	93	(74)
Net cash used in investing activities	(231)	(1,984)
Financing Activities
Issuance of common stock	233	873
Issuance of long-term debt	300	2,200
Repayment of long-term debt	(620)	(1,248)
Repayment of short-term debt, net	(836)	(1,064)
Common stock dividend payments	(422)	(407)
Other	(3)	(12)
Net cash (used in) provided by financing activities	(1,348)	342
Decrease in cash and cash equivalents	(43)	(158)
Cash and cash equivalents at beginning of period	126	291
Cash and cash equivalents at end of period	$     83	$   133

____________

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

PAGE 7

DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.     Nature of Operations

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

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

CNG operates in all phases of the natural gas business, explores for and produces gas and oil and provides a variety of energy marketing services. Its regulated gas distribution subsidiaries serve approximately 1.7 million residential, commercial and industrial gas sales and transportation customer accounts in Ohio, Pennsylvania and West Virginia and its nonregulated retail energy marketing businesses serve approximately 1.4 million residential and commercial customer accounts in the Northeast and Midwest. CNG operates an interstate gas transmission pipeline system in the Midwest, Mid-Atlantic states and the Northeast and a liquefied natural gas (LNG) import and storage facility in Maryland. Its producer services operations involve the aggregation of natural gas supply and related wholesale activities. CNG's exploration and production operations are located in several major gas and oil producing basins in the United States, both onshore and offshore.

DEI is involved in merchant generation, energy trading and marketing and natural gas and oil exploration and production.

Dominion has substantially exited the core operating businesses of Dominion Capital, Inc. (DCI), as required by the Securities and Exchange Commission (SEC) under the 1935 Act. Currently, Dominion is required to divest all remaining DCI holdings by January 2006. DCI's primary business was financial services, including loan administration, commercial lending and residential mortgage lending.

Dominion manages its daily operations through four primary operating segments: Dominion Generation, Dominion Energy, Dominion Delivery and Dominion Exploration & Production. In addition, Dominion reports a Corporate and Other segment that includes the operations of DCI, Dominion's corporate, service company and other operations (including unallocated debt) and the net impact of Dominion's discontinued telecommunications operations that were sold in May 2004. Assets remain wholly owned by its legal subsidiaries.

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

Note 2.    Significant Accounting Policies

As permitted by the rules and regulations of the SEC, the accompanying unaudited Consolidated Financial Statements contain certain condensed financial information and exclude certain footnote disclosures normally included in annual audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles). These unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes in Dominion's Annual Report on Form 10-K for the year ended December 31, 2003 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.

In the opinion of Dominion's management, the accompanying unaudited Consolidated Financial Statements contain all adjustments, including normal recurring accruals, necessary to present fairly Dominion's financial position as of June 30, 2004, its results of operations for the three and six months ended June 30, 2004 and 2003, and its cash flows for the six months ended June 30, 2004 and 2003.

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

Dominion makes certain estimates and assumptions in preparing its Consolidated Financial Statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses for the periods presented. Actual results may differ from those estimates.

The accompanying unaudited Consolidated Financial Statements include, after eliminating intercompany transactions and balances, the accounts of Dominion and all majority-owned subsidiaries, and those variable interest entities where Dominion is the primary beneficiary.

Dominion reports certain contracts and instruments at fair value in accordance with generally accepted accounting principles. Market pricing and indicative price information from external sources are used to measure fair value when available. In the absence of this information, Dominion estimates fair value based on near-term and historical price information and statistical methods. For individual contracts, the use of differing assumptions could have a material effect on the contract's estimated fair value. See Note 2 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2003 for a more detailed discussion of Dominion's estimation techniques.

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

Certain amounts in the 2003 Consolidated Financial Statements have been reclassified to conform to the 2004 presentation.

Stock Compensation

The following table illustrates the pro forma effect on net income and earnings per share (EPS) if Dominion had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation:

	Three Months Ended June 30,			Six Months Ended June 30,
	2004	2003		2004	2003
	(millions, except EPS)
Net income, as reported	$251	$240	$688		$748
Add: actual stock-based compensation expense, net of tax	2	3	4		7
Deduct: pro forma stock-based compensation expense, net of tax	(5)	(11)	(10)		(22)
Net income, pro forma	$248	$232	$682		$733
Basic EPS - as reported	$0.76	$0.76	$2.11		$2.40
Basic EPS - pro forma	$0.76	$0.74	$2.09		$2.35
Diluted EPS - as reported	$0.76	$0.76	$2.10		$2.39
Diluted EPS - pro forma	$0.76	$0.73	$2.08		$2.34

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

Note 3.     Recently Adopted Accounting Standards

2004

FIN 46R

Dominion adopted Financial Accounting Standards Board (FASB) Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, (FIN 46R) for its interests in variable interest entities (VIEs) that are not considered special purpose entities on March 31, 2004. FIN 46R addresses the identification and consolidation of VIEs, which are entities that are not controllable through voting interests or in which the VIEs' equity investors do not bear the residual economic risks and rewards. There was no impact on Dominion's results of operations or financial position related to this adoption.

As described in Note 23 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2003, Dominion is a party to long-term contracts for purchases of electric generation capacity and energy from qualifying facilities and independent power producers. Certain variable pricing terms in some of these contracts cause them to be considered potential variable interests that require evaluation under the provisions of FIN 46R. If a power generator that holds one of these specific types of contracts is determined to be a VIE and Dominion is determined to be the primary beneficiary, Dominion would be required to consolidate the entity in its financial statements. Consolidation of one of these potential VIEs would primarily result in the addition of property, plant and equipment, long-term debt and minority interest to Dominion's balance sheet. The impact on Dominion's consolidated results of operations would be that purchased energy and capacity expenses attributabl e to the long-term contract with the VIE would be replaced by the VIE's operations, maintenance and interest expense, with the VIE's results of operations being reported as income attributable to a minority interest. Long-term debt of these potential VIEs, even if consolidated, would be nonrecourse to Dominion.

At March 31, 2004, Dominion had determined that its contracts with ten of these entities would require further analysis under FIN 46R. Since these entities were established and are legally owned by parties not affiliated with Dominion, Dominion submitted requests to these potential VIEs for the information necessary to perform the required assessments. In response to these requests, one of the potential VIE supplier entities provided some of the requested information. Using this information, Dominion has completed its analysis, the results of which indicate that Dominion is not the primary beneficiary of this supplier entity under FIN 46R. The Emerging Issues Task Force (EITF) has added a project to its agenda to consider what variability should be considered when determining whether an interest is a variable interest. This EITF project or other efforts to further interpret FIN 46R could require a reassessment of this information.

Because the requested information has not been provided by the other nine potential VIEs, Dominion is unable to apply FIN 46R to its interests in those entities. Dominion will continue efforts to obtain the information and, if it is received in the future, will evaluate these contracts under the provisions of FIN 46R at that time.

Dominion has remaining purchase commitments under contracts with these ten potential VIEs of $4.6 billion at June 30, 2004. Dominion purchased $157 million and $144 million of electric generation capacity and energy from these entities in the quarters ended June 30, 2004 and 2003, respectively, and $331 million and $328 million in the six month periods ended June 30, 2004 and 2003, respectively. Dominion's exposure to losses from its involvement with these entities cannot be determined since losses, if any, would be represented by either: 1) the difference between (a) the amount payable by Dominion for energy and capacity under the long-term contract and (b) amounts recoverable through regulated electric sales or wholesale market transactions; or 2) if the potential VIE supplier fails to perform, any amount paid by Dominion to obtain replacement energy and capacity in excess of the amounts otherwise payable under the long-term contract with the potential VIE supplier entity.

As described more fully in Note 3 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2003, Dominion adopted FIN 46R for its interests in special purpose entities on December 31, 2003.

PAGE 10

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

2003

SFAS No. 143

Effective January 1, 2003, Dominion adopted SFAS No. 143, Accounting for Asset Retirement Obligations, which provides accounting requirements for the recognition and measurement of liabilities associated with the retirement of tangible long-lived assets. Upon adoption, Dominion recognized a $180 million after-tax gain as the cumulative effect of this change in accounting principle.

EITF 02-3

On January 1, 2003, Dominion adopted EITF Issue No. 02-3, Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities, that rescinded EITF Issue No. 98-10, Accounting for Contracts Involved in Energy Trading and Risk Management Activities. The implementation of EITF 02-3 resulted in the discontinuance of fair value accounting for non-derivative energy-related contracts held for trading purposes. Upon adoption, Dominion recognized an after-tax loss of $67 million as the cumulative effect of this change in accounting principle.

EITF 03-11

Dominion adopted EITF Issue No. 03-11, Reporting Realized Gains and Losses on Derivative Instruments That Are Subject to FASB Statement No. 133 and Not "Held for Trading Purposes" as Defined in Issue No. 02-3, on October 1, 2003. EITF 03-11 addresses classification of income statement related amounts for derivative contracts. Income statement amounts related to periods prior to October 1, 2003 are presented as originally reported.

Note 4.     Classification of Oil and Gas Drilling Rights

Companies with oil and gas exploration and production operations have become aware that a question has arisen about whether oil and gas drilling rights should be classified as intangible assets rather than tangible assets on the balance sheet. In July 2004, the FASB issued a proposed staff position to clarify that an exception outlined in SFAS No. 142, Goodwill and Other Intangible Assets, includes the balance sheet classification of drilling and mineral rights of oil and gas producing entities. Under FASB's proposal, Dominion would continue to present its oil and gas drilling rights ($4.3 billion at June 30, 2004) as tangible assets.

Note 5.     Recently Issued Accounting Standards

EITF 03-1

In March 2004, the FASB ratified the consensus reached by the EITF on Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. EITF 03-1 provides guidance for evaluating whether certain investments in debt and equity securities are other-than-temporarily impaired and is effective for fiscal periods beginning after June 30, 2004. Dominion does not expect a material impact on its Consolidated Financial Statements from the initial application of this new guidance.

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

Note 6.     Electric Deregulation in Virginia

In April 2004, the Governor of Virginia signed into law amendments to the Virginia Electric Utility Restructuring Act (Virginia Restructuring Act) and the Virginia fuel factor statute. The amendments extend capped base rates by three and one-half years, to December 31, 2010, unless modified or terminated earlier under the Virginia Restructuring Act. In addition to extending capped rates, the amendments:

• Lock in Dominion's fuel factor provisions until the earlier of July 1, 2007 or the termination of capped rates;
• Provide for a one-time adjustment of Dominion's fuel factor, effective July 1, 2007 through December 31, 2010 (unless capped rates are terminated earlier under the Virginia Restructuring Act), with no adjustment for previously incurred over-recovery or under-recovery, thus eliminating deferred fuel accounting for the Virginia jurisdiction; and
• End wires charges on the earlier of July 1, 2007 or the termination of capped rates, consistent with the Virginia Restructuring Act's original timetable.

In the second quarter of 2004, Dominion recognized a $23 million after-tax charge for 2004 fuel expenses incurred through April 14, 2004 that are no longer recoverable under the new law.

Note 7.     Volumetric Production Payment (VPP) Transaction

In May 2004, Dominion received $413 million in cash for the sale of a fixed-term overriding royalty interest in certain of its natural gas reserves for the period May 2004 through April 2008. The sale reduced Dominion's proved natural gas reserves by approximately 83 billion cubic feet (bcf). While Dominion is obligated under the agreement to deliver to the purchaser its portion of future natural gas production from the properties, it retains control of the properties and rights to future development drilling. If production from the properties is inadequate to deliver approximately 83 bcf of natural gas scheduled for delivery to the purchaser, Dominion has no obligation to make up the shortfall. Cash proceeds received from this VPP transaction were recorded as deferred revenue. Dominion will recognize revenue from the transaction as natural gas is produced and delivered to the purchaser. Dominion previously entered into a VPP transaction in 2003 for approximately 66 bcf for the period August 2003 through Aug ust 2007.

Note 8.     Operating Revenue

Dominion's operating revenue consists of the following:

	Three Months Ended June 30,		Six Months Ended June 30,
	2004	2003	2004	2003
Operating Revenue	(millions)
Regulated electric sales	$1,267	$1,111	$2,556	$2,359
Regulated gas sales	183	180	843	731
Nonregulated electric sales	263	266	602	599
Nonregulated gas sales	439	326	1,103	957
Gas transportation and storage	162	142	428	400
Gas and oil production	399	377	781	759
Other	327	228	606	404
Total operating revenue	$3,040	$2,630	$6,919	$6,209

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

Note 9.     Earnings Per Share

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

	Three Months Ended June 30,		Six Months Ended June 30,
	2004	2003	2004	2003
	(millions, except EPS)
Income from continuing operations before cumulative effect of   changes in accounting principles	$258	$246	$703	$655
Loss from discontinued operations	(7)	(6)	(15)	(20)
Cumulative effect of changes in accounting principles	--	--	--	113
Net income	$251	$240	$688	$748
Basic EPS
Average shares of common stock outstanding - basic	327.0	314.4	326.0	311.5
Income from continuing operations before cumulative effect of   changes in accounting principles	$0.79	$0.78	$2.16	$2.10
Loss from discontinued operations	(0.03)	(0.02)	(0.05)	(0.06)
Cumulative effect of changes in accounting principles	--	--	--	0.36
Net income	$0.76	$0.76	$2.11	$2.40
Diluted EPS
Average shares of common stock outstanding	327.0	314.4	326.0	311.5
Net effect of dilutive stock options	1.4	1.5	1.5	1.3
Average shares of common stock outstanding - diluted	328.4	315.9	327.5	312.8
Income from continuing operations before cumulative effect of   changes in accounting principles	$0.79	$0.78	$2.15	$2.09
Loss from discontinued operations	(0.03)	(0.02)	(0.05)	(0.06)
Cumulative effect of changes in accounting principles	--	--	--	0.36
Net income	$0.76	$0.76	$2.10	$2.39

Stock options to purchase 3.7 million and 9.3 million common shares for the three months ended June 30, 2004 and 2003, respectively, and 3.7 million and 14.4 million common shares for the six months ended June 30, 2004 and 2003, respectively, were not included in the respective period's calculation of diluted EPS because the exercise prices of the options were greater than the average market price of the common shares.

See Note 13 for information regarding senior notes that are convertible into Dominion common shares under certain conditions. Since none of the conditions have been met, the shares that would be issued upon conversion have not been included in the calculation of diluted EPS.

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

Note 10.     Comprehensive Income

The following table presents total comprehensive income:

	Three Months Ended June 30,		Six Months Ended June 30,
	2004	2003	2004	2003
	(millions)
Net income	$251	$240	$688	$748
Other comprehensive income (loss):
Net other comprehensive loss associated with    effective portion of changes in fair value of    derivatives designated as cash flow hedges, net    of taxes and amounts reclassified to earnings	(98)	(175)	(434)	(445)
Other(1)	(64)	91	(44)	140
Other comprehensive loss	(162)	(84)	(478)	(305)
Total comprehensive income	$ 89	$156	$210	$443

________________

(1) Primarily represents the impact of unrealized gains and losses on investments held in decommissioning trusts and foreign currency translation adjustments.

Note 11.     Hedge Accounting Activities

Dominion is exposed to the impact of market fluctuations in the price of natural gas, electricity and other energy-related commodities marketed and purchased as well as currency exchange and interest rate risks of its business operations. Dominion uses derivative instruments to mitigate its exposure to these risks and designates derivative instruments as fair value or cash flow hedges for accounting purposes. Selected information about Dominion's hedge accounting activities follows:

	Three Months Ended June 30,		Six Months Ended June 30,
	2004	2003	2004	2003
Portion of gains (losses) on hedging instruments determined to be ineffective and included in net income:	(millions)
Fair value hedges	$1	$ 1	$4	$3
Cash flow hedges	4	(8)	2	(3)
Net ineffectiveness	$5	$(7)	$6	$ -
Portion of gains (losses) on hedging instruments excluded from measurement of effectiveness and included in net income:
Fair value hedges (1)	$(3)	--	$(3)	--
Cash flow hedges (2)	40	$3	76	$ 8
Total	$37	$3	$73	$ 8

(1) Amounts relate to changes in the difference between spot prices and forward prices.
⁽²⁾Amounts relate to changes in options' time value.

PAGE 14

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

The following table presents selected information related to cash flow hedges included in accumulated other comprehensive loss in the Consolidated Balance Sheet at June 30, 2004:

	Accumulated Other Comprehensive (Loss) Income, After-Tax	Portion Expected to be Reclassified to Earnings during the Next 12 Months, After-Tax	Maximum Term
	(millions)
Commodities:
Gas	$  (755)	$(379)	44 months
Oil	(206)	(95)	42 months
Electricity	(251)	(150)	42 months
Interest rate	(27)	(3)	264 months
Foreign currency	33	8	41 months
Total	$(1,206)	$(619)

The actual amounts that will be reclassified to earnings during the next 12 months will vary from the expected amounts presented above as a result of changes in market prices, interest rates and foreign exchange rates. The effect of amounts being reclassified from accumulated other comprehensive loss to earnings will generally be offset by the recognition of the hedged transactions (e.g., anticipated sales) in earnings, thereby achieving the realization of prices contemplated by the underlying risk management strategies.

Note 12.     Ceiling Test

Dominion follows the full cost method of accounting for gas and oil exploration and production activities prescribed by the SEC. Under the full cost method, capitalized costs are subject to a quarterly ceiling test. Under the ceiling test, amounts capitalized are limited to the present value of estimated future net revenues to be derived from the anticipated production of proved gas and oil reserves, assuming period-end hedge-adjusted prices. Approximately 15% of Dominion's anticipated production is hedged by qualifying cash flow hedges, for which hedge-adjusted prices were used to calculate estimated future net revenue. Whether period-end market prices or hedge-adjusted prices were used for the portion of production that is hedged, there was no ceiling test impairment as of June 30, 2004.

PAGE 15

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

Note 13.     Significant Financing Transactions

Credit Facilities and Short-Term Debt

Dominion, Virginia Power and CNG (collectively the Dominion Companies) use short-term debt, primarily commercial paper, to fund working capital requirements and as bridge financing for acquisitions, if applicable. The levels of borrowing may vary significantly during the course of the year, depending upon the timing and amount of cash requirements not satisfied by cash from operations. At June 30, 2004, the Dominion Companies had committed credit facilities totaling $3.25 billion. Although there were no loans outstanding, these credit facilities support commercial paper borrowings and letter of credit issuances. At June 30, 2004, the Dominion Companies had the following commercial paper and letters of credit outstanding and capacity available under credit facilities:

	Facility Limit	Outstanding Commercial Paper	Outstanding Letters of Credit	Facility Capacity Remaining
	(millions)
Three-year revolving credit facility(1)	$1,500
Three-year revolving credit facility(2)	750
Total joint credit facilities	2,250	$610	$  478	$1,162
364-day CNG credit facility(3)	1,000	--	700	300
Totals	$3,250	$610	$1,178	$1,462

__________________________

(1) The $1.5 billion three-year revolving credit facility was entered into in May 2004 and terminates in May 2007. This credit facility can also be used to support up to $500 million of letters of credit.
⁽²⁾ The $750 million three-year revolving credit facility was entered into in May 2002 and terminates in May 2005. This credit facility can also be used to support up to $200 million of letters of credit.
⁽³⁾ The $1 billion 364-day credit facility is used to support the issuance of letters of credit and commercial paper by CNG to fund collateral requirements under its gas and oil hedging program. The facility was entered into in August 2003 and terminates in August 2004 and is expected to be renewed prior to its maturity.

In June 2004, CNG entered into a $300 million letter of credit agreement that terminates in August 2004 and a $100 million letter of credit agreement that terminates in June 2007. These agreements support letter of credit issuances, providing collateral required on derivative financial contracts used by CNG in its risk management strategies for gas and oil production. At June 30, 2004, outstanding letters of credit under these agreements totaled $300 million.

Long-Term Debt

During the six months ended June 30, 2004, Dominion Resources, Inc. issued the following long-term debt:

Type	Principal	Rate	Maturity	Issuing Company
	(millions)
Senior notes	$200	5.20 %	2016	Dominion Resources, Inc.
Senior notes	100	Variable	2006	Dominion Resources, Inc.
Total	$300

Dominion Resources, Inc. and its subsidiaries repaid $620 million of long-term debt during the six months ended June 30, 2004.

PAGE 16

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

Convertible Securities

In 2003, Dominion issued $220 million of convertible senior notes due 2023. The senior notes are convertible during certain periods subsequent to March 31, 2004 by holders into shares of Dominion's common stock initially at a conversion rate of 13.5865 shares of common stock per $1,000 principal amount of senior notes under the following circumstances:

1. the price of Dominion common stock reaches $88.32 per share for a specified period;
2. the senior notes are called for redemption by Dominion (the senior notes become redeemable at any time on or after December 20, 2006 with appropriate notice provisions);
3. the occurrence of specified corporate transactions such as Dominion being a party to a consolidation or a merger or distributing to all of its common stock holders the right to purchase shares of common stock under specified conditions or;
4. the credit ratings of the senior notes are lowered by both Moody's and Standard & Poor's below Baa3 and BBB-, respectively, or the ratings are discontinued for any reason.

The initial conversion rate is subject to adjustment upon certain events such as subdivisions, splits, combinations of common stock or the issuance to all common stock holders of certain common stock rights, warrants or options and certain dividend increases.

Since none of the conditions have been met, the senior notes are not yet subject to conversion.

Beginning with the six-month interest payment period ending on June 15, 2007, Dominion will pay contingent interest equal to 0.25% of the average trading price for the then-current interest payment period if the average trading price of the senior notes during the five trading days immediately preceding the first day of the interest period equals or exceeds 120% of the principal amount of the senior notes.

Holders have the right to require Dominion to purchase their senior notes in cash at 100% of the principal plus accrued interest on December 15, 2006, December 15, 2008, December 15, 2013 or December 15, 2018, or if Dominion undergoes certain fundamental changes, such as a person becoming the beneficial owner of common equity representing more than 50% of the voting power of Dominion's common equity.

Issuance of Common Stock

During the six months ended June 30, 2004, Dominion received proceeds of $233 million through Dominion Direct (a dividend reinvestment and open enrollment direct stock purchase plan), employee savings plans and the exercise of employee stock options.

Note 14.     Commitments and Contingencies

Other than the matters discussed below, there have been no significant developments regarding the commitments and contingencies disclosed in Note 23 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2003, or Note 11 to the Consolidated Financial Statements in Dominion's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, nor have any significant new matters arisen during the quarter ended June 30, 2004.

Litigation

Virginia Power and Dominion Telecom, Inc. (DTI) were defendants in a class action lawsuit whereby the plaintiffs claimed that Virginia Power and DTI strung fiber-optic cable across their land, along an electric transmission corridor without paying compensation. The plaintiffs sought damages for trespass and "unjust enrichment," as well as punitive damages from the defendants. In April 2004, the parties entered into a settlement agreement that was subsequently approved by the court in July 2004. Under the terms of the settlement, a fund of $20 million has been established by Virginia Power to pay claims of current and former landowners as well as fees of lawyers for the class. Costs of notice to the class and administration of claims will be borne separately by Virginia Power. The settlement agreement resulted in an after-tax charge of $7 million in the first quarter of 2004.

PAGE 17

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

Environmental Matters

In March 2004, the State of North Carolina filed a petition under Section 126 of the Clean Air Act seeking the Environmental Protection Agency (EPA) to impose additional nitrogen oxide (NO_X) and sulfur dioxide (SO₂) reductions from electrical generating units in thirteen states, claiming emissions from the electrical generating units in those states are contributing to air quality problems in North Carolina. Dominion has electrical generating units in six of the states. The issues raised by North Carolina are already being addressed by the EPA in current regulatory initiatives. The EPA is expected to respond to the petition later this year. Given the highly uncertain outcome and timing of future action, if any, by the EPA on this issue, Dominion cannot predict the financial impact on its operations at this time.

Guarantees, Letters of Credit and Surety Bonds

As of June 30, 2004, substantially all of the officers' borrowings under executive stock loan programs, which were guaranteed by Dominion, have been repaid. Because of restrictions on corporate loans or guarantees under the Sarbanes-Oxley Act of 2002, Dominion has ceased its program of third party loans to executives for the purpose of acquiring company stock.

As of June 30, 2004, Dominion and its subsidiaries had issued $7.3 billion of guarantees, including: $3.4 billion to support commodity transactions of subsidiaries; $1.8 billion for subsidiary debt, $844 million related to a subsidiary leasing obligation for a new power generation project and $1.3 billion for guarantees supporting other agreements of subsidiaries. Dominion had also purchased $75 million of surety bonds and authorized the issuance of standby letters of credit by financial institutions of $1.5 billion. Dominion enters into these arrangements to facilitate commercial transactions by its subsidiaries with third parties. While the majority of these guarantees do not have a termination date, Dominion may choose at any time to limit the applicability of such guarantees to future transactions. To the extent that a liability subject to a guarantee has been incurred by a consolidated subsidiary, that liability is included in Dominion's Consolidated Financial Statements. Dominion is not required to rec ognize liabilities for guarantees on behalf of its subsidiaries in the Consolidated Financial Statements, unless it becomes probable that Dominion will have to perform under the guarantees. No such liabilities have been recognized as of June 30, 2004. Dominion believes it is unlikely that it would be required to perform or otherwise incur any losses associated with guarantees of its subsidiaries' obligations.

Note 15.      Credit Risk

As a diversified energy company, Dominion transacts with major companies in the energy industry and with commercial and residential energy consumers. As a result of its large and diverse customer base, Dominion is not exposed to a significant concentration of credit risk for receivables arising from utility electric and gas operations, including transmission services, and retail energy sales. Dominion's exposure to credit risk is concentrated primarily within its sales of gas and oil production and energy trading, marketing and commodity hedging activities, as Dominion transacts with a smaller, less diverse group of counterparties and transactions may involve large notional volumes and potentially volatile commodity prices. Energy trading, marketing and hedging activities include proprietary trading activities, marketing of merchant generation output, structured transactions and the use of financial contracts for enterprise-wide hedging purposes. At June 30, 2004, gross credit exposure related to these trans actions totaled $1.11 billion,reflecting the unrealized gains for contracts carried at fair value plus any outstanding receivables (net of payables, where netting agreements exist), prior to the application of collateral. After the application of collateral, Dominion's credit exposure is reduced to $1.09 billion. Of this amount, investment grade counterparties represent 74% and no single counterparty exceeded 6%. As of June 30, 2004 and December 31, 2003, Dominion had margin deposit assets of $196 million and $157 million, respectively, and margin deposit liabilities (reported in other current liabilities) of $19 million and $12 million, respectively.

Note 16.     Discontinued Operations and Assets Held for Sale

In May 2004, Dominion completed the sale of its discontinued telecommunication operations to Elantic Telecom, Inc., realizing a loss of $11 million ($7 million after-tax) related to the sale. During July 2004, Elantic Telecom Inc. filed a voluntarily petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division. Dominion is currently assessing its potential exposure, if any, as a result of this filing.

PAGE 18

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

In the second quarter of 2004, Dominion received cash proceeds of $48 million and recognized an after-tax gain of $3 million from the sale of a portion of the Australian pipeline business in which CNG International (CNGI) has held an investment. In the first quarter of 2004, Dominion recognized an $18 million after-tax benefit from an adjustment to the carrying amount of this investment to reflect its then current estimate of fair market value, less estimated costs to sell.

Note 17.     Employee Benefit Plans

The following table illustrates the components of the provision for net periodic benefit cost (credit) for Dominion's defined benefit pension and other postretirement benefit plans:

	Pension Benefits		Other Postretirement Benefits
	2004	2003	2004	2003
Three Months Ended June 30,	(millions)
Service cost	$24	$22	$17	$15
Interest cost	48	46	20	21
Expected return on plan assets	(84)	(80)	(11)	(9)
Amortization of transition obligation	--	--	3	3
Amortization of net loss	14	5	5	6
Net periodic benefit cost (credit)	$ 2	$(7)	$34	$36
Six Months Ended June 30,
Service cost	$48	$44	$33	$30
Interest cost	95	91	41	43
Expected return on plan assets	(168)	(160)	(22)	(18)
Amortization of prior service cost	1	--	--	--
Amortization of transition obligation	--	--	5	5
Amortization of net loss	28	10	10	11
Net periodic benefit cost (credit)	$ 4	$(15)	$67	$71

Employer Contributions

Dominion made no contributions to its defined benefit pension plans or other postretirement benefit plans during the first six months of 2004. Dominion expects to contribute at least $51 million to its other postretirement benefit plans during the remainder of 2004. Under its funding policies, Dominion evaluates plan funding requirements annually, usually in the third quarter after receiving updated plan information from its actuary. Based on the funded status of each plan and other factors, the amount of additional contributions to be made in 2004 will be determined at that time.

Note 18.     Operating Segments

Dominion manages its operations through the following operating segments:

Dominion Generation includes the electric generation operations of Dominion's electric utility and merchant fleet.

Dominion Energy includes Dominion's electric transmission, natural gas transmission pipeline and storage businesses, a liquefied natural gas facility, certain natural gas production, as well as energy trading and marketing activities (Clearinghouse).

PAGE 19

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

Dominion Delivery includes Dominion's regulated electric and gas distribution systems and customer service operations, as well as nonregulated retail energy marketing operations.

Dominion Exploration & Production includes Dominion's gas and oil exploration, development and production operations. Operations are located in several major producing basins in the lower 48 states, including the outer continental shelf and deepwater areas of the Gulf of Mexico, and Western Canada.

Corporate and Other includes the operations of DCI, Dominion's corporate, service company and other operations (including unallocated debt) and the net impact of Dominion's discontinued telecommunications operations that were sold in May 2004. In addition, the contribution to net income by Dominion's primary operating segments is determined based on a measure of profit that executive management believes represents the segments' core earnings. As a result, certain specific items attributable to those segments are not included in profit measures evaluated by executive management in assessing the segment's performance or allocating resources among the segments. These specific items are instead reported in the Corporate and Other segment.

Intersegment sales and transfers are based on underlying contractual arrangements and agreements and may result in intersegment profit or loss.

	Dominion Generation	Dominion Energy	Dominion Delivery	Dominion E&P	Corporate and Other	Adjs./ Elims.	Consolidated Total
Three Months Ended June 30,	(millions)
2004
Operating revenue:   External customers	$1,097	$567	$669	$520	$10	$177	$3,040
Intersegment	82	162	20	40	119	(423)	--
Net income (loss)	45	30	96	163	(83)	--	251
2003
Operating revenue:   External customers	$972	$468	$576	$459	$36	$119	$2,630
Intersegment	71	119	15	39	144	(388)	--
Net income (loss)	113	58	70	95	(96)	--	240
Six Months Ended June 30,
2004
Operating revenue:   External customers	$2,160	$1,318	$2,076	$986	$29	$350	$6,919
Intersegment	228	239	42	80	251	(840)	--
Net income (loss)	189	99	262	292	(154)	--	688
2003
Operating revenue:   External customers	$2,117	$1,098	$1,760	$939	$71	$224	$6,209
Intersegment	105	261	32	83	306	(787)	--
Net income (loss)	223	231	229	201	(136)	--	748

PAGE 20

DOMINION RESOURCES, INC.

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

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

     Contents of MD&A

The reader will find the following information in this MD&A:

• Forward-Looking Statements
• Accounting Matters
• Results of Operations
• Segment Results of Operations
• Selected Information - Energy Trading Activities
• Sources and Uses of Cash
• Future Issues and Other Matters
• Risk Factors and Cautionary Statements That May Affect Future Results

     Forward-Looking Statements

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

Dominion makes forward-looking statements with full knowledge that risks and uncertainties exist that may cause actual results to be materially different from predicted results. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Additionally, other risks that may cause actual results to differ from predicted results are set forth in Risk Factors and Cautionary Statements That May Affect Future Results.

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

     Accounting Matters

Critical Accounting Policies and Estimates

As of June 30, 2004, there have been no significant changes with regard to the critical accounting policies and estimates disclosed in MD&A in Dominion's Annual Report on Form 10-K for the year ended December 31, 2003. The policies disclosed included the accounting for: derivative contracts at fair value; goodwill and long-lived asset impairment testing; asset retirement obligations; employee benefit plans; regulated operations; gas and oil operations; and retained interests from securitizations.

FIN 46R

Dominion adopted FIN 46R for its interests in VIEs that are not considered special purpose entities on March 31, 2004. FIN 46R addresses the identification and consolidation of VIEs, which are entities that are not controllable through voting interests or in which the VIEs' equity investors do not bear the residual economic risks and rewards. There was no impact on Dominion's results of operations or financial position related to this adoption. See Note 3 to the Consolidated Financial Statements for further discussion of FIN 46R.

PAGE 21

DOMINION RESOURCES, INC.

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

     Results of Operations

Following is a summary of contributions by operating segments to net income for the three and six months ended June 30, 2004 and 2003:

	Net Income		Diluted EPS
Three Months Ended June 30,	2004	2003	2004	2003
	(millions, except per share amounts)
Dominion Generation	$ 45	$ 113	$0.14	$0.36
Dominion Energy	30	58	0.09	0.18
Dominion Delivery	96	70	0.29	0.22
Dominion Exploration & Production	163	95	0.50	0.30
Primary operating segments	334	336	1.02	1.06
Corporate and Other	(83)	(96)	(0.26)	(0.30)
Consolidated	$251	$240	$0.76	$0.76
Six Months Ended June 30,
Dominion Generation	$ 189	$ 223	$0.58	$0.71
Dominion Energy	99	231	0.30	0.74
Dominion Delivery	262	229	0.80	0.73
Dominion Exploration & Production	292	201	0.89	0.64
Primary operating segments	842	884	2.57	2.82
Corporate and Other	(154)	(136)	(0.47)	(0.43)
Consolidated	$688	$748	$2.10	$2.39

Overview

Three Months Ended June 30, 2004 vs. 2003 

Dominion earned $0.76 per diluted share on net income of $251 million, an increase of $11 million. The per share amount includes approximately $0.03 of share dilution, reflecting an increase in the average number of common shares outstanding during the second quarter of 2004, as compared to the second quarter of 2003.

The combined net income contribution of Dominion's primary operating segments decreased $2 million in the second quarter of 2004 primarily due to:

• A lower contribution from regulated electric generation operations due primarily to the elimination of fuel deferral accounting for the Virginia jurisdiction, which resulted in the write-off of previously deferred fuel costs incurred in the first quarter of 2004 and the recognition of fuel expenses in excess of amounts recovered in fixed fuel rates. These higher fuel costs were partially offset by increased revenue due to comparably warmer weather;
• A lower contribution from merchant generation operations resulting from a higher number of outage days due to a planned refueling outage at Millstone;
• A loss from energy trading and marketing activities, reflecting decreased margins in electric trading due to unfavorable price changes;
• A higher contribution from regulated electric distribution operations as a result of comparably warmer weather; and
• A higher contribution from exploration and production operations due to lower operations and maintenance expenses, which decreased primarily due to favorable changes in the fair value of certain oil options, and lower income taxes as the result of updated estimates for the combined effective state tax rate and Canadian tax rate. Results were also affected by the recognition of revenue in connection with deliveries under the VPP agreements, partially offset by lower gas production, reflecting the sale of mineral rights under the VPP agreements.

PAGE 22

DOMINION RESOURCES, INC.

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

The lower contribution by the operating segments in the second quarter of 2004 was more than offset by the impact of significant specific charges recognized in 2003 that did not recur in 2004. These items were reported in the Corporate and Other segment, and included $25 million of after-tax charges for asset impairments related to certain investments held for sale.

Six Months Ended June 30, 2004 vs. 2003

Dominion earned $2.10 per diluted share on net income of $688 million for the six months ended June 30, 2004, a decrease of $0.29 per diluted share and $60 million as compared to the same period in 2003. The per share decrease includes approximately $0.10 of share dilution, reflecting an increase in the average number of common shares outstanding during the six months ended June 30, 2004, as compared to 2003.

The combined net income contribution of Dominion's primary operating segments decreased $42 million in the six months ended June 30, 2004, primarily due to:

• A lower contribution from regulated electric generation operations due primarily to the elimination of fuel deferral accounting for the Virginia jurisdiction, which resulted in the recognition of fuel expenses in excess of amounts recovered in fixed fuel rates. These higher fuel costs were partially offset by increased revenue due to comparably favorable weather;
• A loss from energy trading and marketing activities, reflecting decreased margins in electric trading due to unfavorable price changes and comparatively lower price volatility on natural gas option positions;
• A higher contribution from nonregulated retail energy marketing operations, primarily reflecting an increase in customer accounts and higher electric and gas margins; and
• A higher contribution from exploration and production operations due to lower operations and maintenance expenses, which decreased primarily due to favorable changes in the fair value of certain oil options, and lower income taxes as the result of updated estimates for the combined effective state tax rate and Canadian tax rate. Results were also affected by the recognition of revenue in connection with deliveries under the VPP agreements, partially offset by lower gas production, reflecting the sale of mineral rights under the VPP agreements.

In addition to the lower contribution by the operating segments in 2004, the consolidated results include the impact of several specific items recognized in 2004 and reported in the Corporate and Other segment, including:

• $23 million of after-tax charges for the impairment of retained interests from mortgage securitizations held by DCI;
• $15 million of after-tax losses associated with Dominion's telecommunications business, which was sold during the second quarter of 2004; and
• A $7 million after-tax charge related to an agreement to settle a class action lawsuit involving a dispute over Dominion's rights to lease fiber-optic cable along a portion of its electric transmission corridor; partially offset by
• A $21 million after-tax benefit associated with the disposition of CNGI's investment in Australian pipeline assets that were sold during the second quarter of 2004; and
• An $11 million after-tax benefit from the reduction of accrued expenses associated with Hurricane Isabel restoration activities.

Additionally, the consolidated results include the net benefit of specific items recognized in 2003 that did not recur in 2004. These items were reported in the Corporate and Other segment, and included:

• $113 million net after-tax gain representing the cumulative effect of adopting two new accounting standards (SFAS No. 143 - a $180 million after-tax gain and EITF 02-3 - a $67 million after-tax loss); partially offset by
• $17 million of after-tax severance costs for workforce reductions;
• $59 million of after-tax costs incurred related to Dominion's telecommunications business; and
• $25 million of after-tax charges for asset impairments related to certain investments held for sale.

PAGE 23

DOMINION RESOURCES, INC.

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

Analysis of Consolidated Operations

Presented below are selected amounts related to Dominion's results of operations.

	Three Months Ended June 30,		Six Months Ended June 30,
	2004	2003	2004	2003
	(millions)
Operating Revenue
Regulated electric sales	$ 1,267	$1,111	$ 2,556	$2,359
Regulated gas sales	183	180	843	731
Nonregulated electric sales	263	266	602	599
Nonregulated gas sales	439	326	1,103	957
Gas transportation and storage	162	142	428	400
Gas and oil production	399	377	781	759
Other	327	228	606	404
Operating Expenses
Electric fuel and energy purchases, net	575	363	1,093	777
Purchased electric capacity	146	150	298	311
Purchased gas, net	525	390	1,622	1,185
Liquids, pipeline capacity and other purchases	220	126	390	207
Other operations and maintenance	553	607	1,134	1,272
Depreciation, depletion and amortization	319	304	636	599
Other taxes	122	113	276	267
Other income (expense)	44	53	99	(83)
Interest and related charges	230	245	470	485
Income tax expense	136	139	396	368
Loss from discontinued operations (net of income taxes)	(7)	(6)	(15)	(20)
Cumulative effect of changes in accounting principles (net of income taxes)	- --	- --	- --	113

An analysis of Dominion's results of operations for the three and six months ended June 30, 2004, as compared to the same periods of 2003 follows.

 
Three Months Ended June 30, 2004 vs. 2003

Operating Revenue

Regulated electric sales revenue increased 14% to $1.3 billion, primarily reflecting:

• A $74 million increase associated with warmer weather;
• A $71 million increase due to the impact of a comparatively higher fuel rate on increased volumes. The rate increase resulted from the settlement of a fuel rate case during December 2003; and
• An $11 million increase from customer growth associated with new customer connections.

PAGE 24

DOMINION RESOURCES, INC.

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

Nonregulated gas sales revenue increased 35% to $439 million, largely due to:

• A $65 million increase in revenue from producer services operations, reflecting higher prices ($19 million) and higher volumes ($46 million). This increase in nonregulated gas sales revenue was largely offset by a corresponding increase in Purchased gas, net expense;
• A $16 million increase in revenue from sales of purchased gas by exploration and production operations, incurred to facilitate gas transportation and other agreements. This increase in nonregulated gas sales revenue was largely offset by a corresponding increase in Purchased gas, net expense; and
• A $9 million increase in revenue from nonregulated retail operations, reflecting higher prices ($22 million) partially offset by lower volumes ($13 million).

Gas transportation and storage revenue increased 14% to $162 million, largely due to the third quarter 2003 reactivation of the Cove Point liquefied natural gas facility, which was acquired by Dominion in September 2002.

Gas and oil production revenue increased 6% to $399 million, reflecting the combined effects of:

• A $51 million increase in revenue recognized related to deliveries under VPP transactions; partially offset by
• A $33 million decrease in revenue from gas production, primarily reflecting the sale of mineral rights under the VPP agreements.

Other revenue increased 43% to $327 million, primarily due to a $68 million increase in coal sales revenue and a $29 million increase in sales of emissions credits. The increase in other revenue was largely offset by a corresponding increase in Liquids, pipeline capacity and other purchases expense.

Operating Expenses and Other Items

 
Electric fuel and energy purchases, net expense increased 58% to $575 million, primarily reflecting:

• A $179 million increase related to regulated utility operations due primarily to the elimination of fuel deferral accounting for the Virginia jurisdiction, which resulted in the write-off of previously deferred fuel costs incurred in the first quarter of 2004 and the recognition of fuel expenses in excess of amounts recovered in fixed fuel rates. The increase also reflects higher volumes and higher average prices in the current period; and
• A $46 million increase reflecting new business associated with nonregulated retail operations.

Purchased gas, net expense increased 35% to $525 million, predominantly due to:

• A $69 million increase associated with producer services operations, reflecting higher volumes ($44 million) and increased prices ($25 million), as discussed above in Nonregulated gas sales revenue;
• A $16 million increase related to gas transmission operations; and
• A $16 million increase related to purchases of gas by exploration and production operations incurred to facilitate gas transportation and other agreements, as discussed above in Nonregulated gas sales revenue.

Liquids, pipeline capacity and other purchases expense increased 75% to $220 million, principally reflecting a $63 million increase in the cost of coal purchased for resale and a $29 million increase in the cost of emission sales, both of which are discussed in Other revenue.

PAGE 25

DOMINION RESOURCES, INC.

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

Other operations and maintenance expense decreased 9% to $553 million, primarily reflecting:

• A $52 million benefit primarily due to favorable changes in the fair value of certain oil options. As provided for in SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, Dominion excludes changes in options' time value from its calculation of hedge effectiveness. Such amounts, as well as changes in the fair value of options not designated as hedges, are reported in other operations and maintenance expenses. During the period, Dominion effectively settled certain options not designated as hedges by entering into offsetting option positions that had the effect of preserving approximately $42 million in mark-to-market gains. Future gains and losses on options will depend upon the relationship between an option's cost and future commodity prices;
• A $22 million charge recognized in 2003 related to the impairment of CNGI's generation assets in Kauai, Hawaii that were sold in December 2003. No comparable charge was recognized during 2004; partially offset by
• A $20 million increase in costs associated with a planned refueling outage at Millstone in 2004.

Income taxes-Dominion's effective tax rate decreased 1.3% to 34.6%, primarily as a result of updated estimates for the combined effective state income tax rate.

Six Months Ended June 30, 2004 vs. 2003

Operating Revenue

Regulated electric sales revenue increased 8% to $2.6 billion, primarily reflecting the combined effects of:

• A $126 million increase due to the impact of a comparatively higher fuel rate on increased volumes. The rate increase resulted from the settlement of a fuel rate case during December 2003;
• A $55 million increase associated with favorable weather; and
• A $23 million increase from customer growth associated with new customer connections.

Regulated gas sales revenue increased 15% to $843 million, largely resulting from a $147 million increase due to higher rates for regulated gas distribution operations primarily related to the recovery of higher gas prices, partially offset by a $54 million decrease associated with milder weather, lower industrial sales and customer migration to Energy Choice programs. The effect of this net increase in regulated gas sales revenue was largely offset by a comparable increase in Purchased gas expense.

Nonregulated gas sales revenue increased 15% to $1.1 billion, predominantly due to a $110 million increase in revenue from nonregulated retail operations, reflecting higher prices ($33 million) and higher volumes ($77 million).

Gas transportation and storage revenue increased 7% to $428 million, largely due to the third quarter 2003 reactivation of the Cove Point liquefied natural gas facility, which was acquired by Dominion in September 2002.

Gas and oil production revenue increased 3% to $781 million as a result of:

• An $80 million increase in revenue recognized related to deliveries under VPP transactions; partially offset by
• A $62 million decrease in revenue from gas production, primarily reflecting the sale of mineral rights under the VPP agreements.

Other revenue increased 50% to $606 million, largely due to a $123 million increase in coal sales revenue and a $71 million increase in sales of emissions credits. The increase in other revenue was largely offset by a corresponding increase in Liquids, pipeline capacity and other purchases expense.

PAGE 26

DOMINION RESOURCES, INC.

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

Operating Expenses and Other Items

 
Electric fuel and energy purchases, net expense increased 41% to $1.1 billion, primarily reflecting:

• A $222 million increase related to regulated utility operations due primarily to the elimination of fuel deferral accounting for the Virginia jurisdiction, which resulted in the recognition of fuel expenses in excess of amounts recovered in fixed fuel rates. The increase also reflects higher volumes in the current year period; and
• An $81 million increase reflecting new business associated with nonregulated retail operations.

Purchased gas, net expense increased 37% to $1.6 billion, principally resulting from:

• A $154 million increase associated with producer services operations, reflecting higher volumes ($197 million), partially offset by lower prices ($43 million);
• An $88 million increase associated with regulated gas sales discussed above in Regulated gas sales revenue;
• An $86 million increase associated with nonregulated retail operations, primarily reflecting higher volumes; and
• A $50 million increase related to gas transmission operations.

Liquids, pipeline capacity and other purchases expense increased 88% to $390 million, primarily reflecting a $116 million increase in the cost of coal purchased for resale and a $69 million increase in the cost of emission sales both of which are discussed in Other revenue.

Other operations and maintenance expense decreased 11% to $1.1 billion, resulting from:

• An $83 million benefit primarily due to favorable changes in the fair value of certain oil options;
• An $18 million benefit from the reduction of expenses accrued in 2003 associated with Hurricane Isabel restoration activities; and
• The impact of the following charges recognized in 2003 that did not recur in 2004:
• A $29 million charge related to severance costs for workforce reductions; and
• A $22 million impairment related to CNGI's generation assets in Kauai, Hawaii that were sold in December 2003.

These benefits were partially offset by the following pre-tax charges:

• A $38 million impairment of retained interests from mortgage securitizations held by DCI, reflecting increased defaults and accelerated prepayments as a result of low interest rates; and
• A $12 million charge related to an agreement to settle a class action lawsuit involving a dispute over Dominion's rights to lease fiber-optic cable along a portion of its electric transmission corridor.

PAGE 27

DOMINION RESOURCES, INC.

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

Other income increased to $99 million from a loss of $83 million in 2003, primarily reflecting:

• A $65 million benefit resulting from net realized gains associated with nuclear decommissioning trust fund investments as opposed to losses during the prior year period;
• An $18 million benefit associated with the disposition of a portion of CNGI's investment in Australian pipeline assets that were sold during the second quarter of 2004; and
• The impact of the following charges recognized in 2003 that did not recur in 2004:
• $57 million of costs associated with the acquisition of DFV senior notes during 2003;
• $27 million for the reallocation of equity losses between Dominion and the minority interest owner of DFV during 2003; and
• An $18 million impairment of CNGI's investment in Australian pipeline assets held for sale.

Cumulative effect of changes in accounting principles-During the first quarter of 2003, Dominion was required to adopt two new accounting standards, resulting in a net after-tax gain of $113 million comprised of:

• A $180 million after-tax gain (SFAS No. 143); partially offset by
• A $67 million after-tax loss (EITF 02-3).

     Segment Results of Operations

Dominion Generation

Dominion Generation includes the electric generation operations of Dominion's electric utility and merchant fleet.

	Three Months Ended June 30,		Six Months Ended June 30,
	2004	2003	2004	2003
(millions, except EPS)
Net income contribution	$45	$113	$189	$223
EPS contribution	$0.14	$0.36	$0.58	$0.71
Electricity sold (million mwhrs)	26	24	54	52

__________________
mwhrs = megawatt hours

PAGE 28

DOMINION RESOURCES, INC.

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

Presented below, on an after-tax basis, are the key factors impacting Dominion Generation's operating results:

	Three Months Ended June 30,		Six Months Ended June 30,
	2004 vs. 2003		2004 vs. 2003
	Increase		Increase
	(Decrease)		(Decrease)
	Amount	EPS	Amount	EPS
(millions, except EPS)
Millstone	$(37)	$(0.12)	$(3)	$(0.01)
Deferred fuel asset write-off	(23)	(0.07)	--	--
Fuel expenses in excess of rate recovery	(39)	(0.12)	(62)	(0.19)
Regulated electric sales:
Weather	30	0.09	22	0.07
Customer growth	4	0.01	9	0.03
Capacity expenses	7	0.02	14	0.04
Other	(10)	(0.03)	(14)	(0.04)
Share dilution	--	--	--	(0.03)
Change in net income contribution	$(68)	$(0.22)	$(34)	$(0.13)

Dominion Generation's net income contribution decreased $68 million and $34 million for the three and six months ended June 30, 2004, as compared to 2003, primarily reflecting:

• A lower contribution from Millstone resulting from a higher number of outage days due to a planned refueling outage; partially offset by a benefit from realized gains on nuclear decommissioning trust investments during the six month period as opposed to losses during the prior year; and
• Higher fuel expenses incurred by the regulated utility operations due primarily to the elimination of fuel deferral accounting which resulted in the write-off of previously deferred fuel costs incurred in the first quarter of 2004 and the recognition of fuel expenses in excess of amounts recovered in fixed fuel rates; partially offset by
• Higher regulated electric sales due to comparably favorable weather and customer growth in the electric franchise service area, primarily reflecting an increase in new residential customers; and
• Reduced purchased power capacity expenses primarily due to the termination of a long-term power purchase contract in connection with the purchase of the related generating facility in November 2003.

Dominion Energy

Dominion Energy includes Dominion's electric transmission, natural gas transmission pipeline and storage businesses, a liquefied natural gas facility, certain natural gas production and energy trading and marketing operations.

	Three Months Ended June 30,		Six Months Ended June 30,
	2004	2003	2004	2003
(millions, except EPS)
Net income contribution	$30	$58	$99	$231
EPS contribution	$0.09	$0.18	$0.30	$0.74
Gas transmission throughput (bcf)	107	94	423	361

__________________
bcf = billion cubic feet

PAGE 29

DOMINION RESOURCES, INC.

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

Presented below, on an after-tax basis, are the key factors impacting Dominion Energy's operating results:

	Three Months Ended June 30,		Six Months Ended June 30,
	2004 vs. 2003		2004 vs. 2003
	Increase		Increase
	(Decrease)		(Decrease)
	Amount	EPS	Amount	EPS
(millions, except EPS)
Energy trading and marketing	$(19)	$(0.06)	$(118)	$(0.37)
Economic hedges	(3)	(0.01)	--	--
Electric transmission margins	(2)	(0.01)	(7)	(0.02)
Cove Point operations	2	0.01	5	0.02
Other	(6)	(0.02)	(12)	(0.05)
Share dilution	--	--	--	(0.02)
Change in net income contribution	$(28)	$(0.09)	$(132)	$(0.44)

Dominion Energy's net income contribution decreased $28 million and $132 million for the three and six months ended June 30, 2004, as compared to 2003, primarily reflecting:

• A loss from energy trading and marketing activities, reflecting decreased margins in electric trading due to unfavorable price changes and comparatively lower price volatility on natural gas option positions within the six month period;
• A decrease attributable to net losses on the economic hedges of Dominion Exploration & Production gas production described in Selected Information - Energy Trading Activities during the three month period;
• Lower electric transmission margins, primarily due to decreased wheeling revenue; and
• A higher contribution from the Cove Point liquefied natural gas facility due to a full three and six months of operations.

Dominion Delivery

Dominion Delivery includes Dominion's electric and gas distribution and customer service business, as well as retail energy marketing operations.

	Three Months Ended June 30,		Six Months Ended June 30,
	2004	2003	2004	2003
(millions, except EPS)
Net income contribution	$96	$70	$262	$229
EPS contribution	$0.29	$0.22	$0.80	$0.73
Electricity delivered (million mwhrs)	19	17	39	37
Gas throughput (bcf)	62	58	222	225

PAGE 30

DOMINION RESOURCES, INC.

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

Presented below, on an after-tax basis, are the key factors impacting Dominion Delivery's operating results:

	Three Months Ended June 30,		Six Months Ended June 30,
	2004 vs. 2003		2004 vs. 2003
	Increase		Increase
	(Decrease)		(Decrease)
	Amount	EPS	Amount	EPS
(millions, except EPS)
Weather	$13	$0.04	$2	$0.01
Customer growth	2	0.01	4	0.01
Nonregulated retail energy marketing   operations	2	--	16	0.05
Bad debt expense	6	0.02	12	0.04
Other	3	0.01	(1)	--
Share dilution	--	(0.01)	--	(0.04)
Change in net income contribution	$26	$0.07	$33	$0.07

Dominion Delivery's net income contribution increased $26 million and $33 million for the three and six months ended June 30, 2004, as compared to 2003, primarily reflecting:

• Comparably favorable weather in regulated electric service territories; partially offset by comparably milder winter weather in regulated gas service territories within the six month period;
• Customer growth in the electric and gas franchise service area, primarily reflecting new residential electric customers;
• A higher contribution from nonregulated retail energy marketing operations, primarily reflecting an increase in customer accounts and higher electric and gas margins; and
• Lower bad debt expenses, primarily reflecting the effect of a bad debt rider for Ohio customers that allows for the deferral and subsequent recovery of incremental bad debt expense over the level that is included in base rates. The six month period also reflects increased reserves required in the first quarter of 2003 due to colder than normal weather.

PAGE 31

DOMINION RESOURCES, INC.

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

Dominion Exploration & Production

Dominion Exploration & Production manages Dominion's gas and oil exploration, development and production business.

	Three Months Ended June 30,		Six Months Ended June 30,
	2004	2003	2004	2003
(millions, except EPS)
Net income contribution	$163	$95	$292	$201
EPS contribution	$0.50	$0.30	$0.89	$0.64
Gas production (bcf)	89.8	96.5	183.8	192.3
Oil production (million bbls)	2.5	2.3	4.6	4.5
Average realized prices with hedging results (1)
Gas (per mcf) (2)	$4.00	$4.04	$4.00	$4.08
Oil (per bbl)	$25.57	$24.28	$25.16	$25.02
Average prices without hedging results
Gas (per mcf) (2)	$5.48	$5.03	$5.38	$5.45
Oil (per bbl)	$36.56	$27.81	$34.91	$30.37
DD&A (unit of production rate per mcfe)	$1.25	$1.20	$1.24	$1.17

_____________________
bbl = barrel

mcf = thousand cubic feet

mcfe = thousand cubic feet equivalent

⁽¹⁾ Excludes the effects of the economic hedges discussed under Selected Information-Energy Trading Activities.

(2) Excludes $51 million and $80 million of revenue recognized in the three and six months ended June 30, 2004, respectively, under the VPP agreements described in Note 7 to the Consolidated Financial Statements and Note 12 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2003.

PAGE 32

DOMINION RESOURCES, INC.

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

Presented below, on an after-tax basis, are the key factors impacting Dominion Exploration & Production's operating results:

	Three Months Ended June 30,		Six Months Ended June 30,
	2004 vs. 2003		2004 vs. 2003
	Increase		Increase
	(Decrease)		(Decrease)
	Amount	EPS	Amount	EPS
(millions, except EPS)
VPP revenue	$32	$0.10	$50	$0.16
Gas and oil 3/4 production	(18)	(0.06)	(28)	(0.09)
Gas and oil 3/4 prices	3	0.01	--	--
Operations and maintenance	28	0.09	57	0.18
DD&A 3/4 production	4	0.01	5	0.02
DD&A 3/4 rate	(5)	(0.02)	(11)	(0.04)
Income taxes	18	0.06	18	0.06
Other	6	0.03	--	--
Share dilution	--	(0.02)	--	(0.04)
Change in net income contribution	$68	$0.20	$91	$0.25

Dominion Exploration & Production's net income contribution increased $68 million and $91 million for the three and six months ended June 30, 2004, as compared to 2003, primarily reflecting:

• Recognition of revenue in connection with deliveries under the VPP agreements;
• Lower gas production reflecting the sale of mineral rights under the VPP agreements, which was partially offset by increased gas production from various locations;
• Higher oil production reflecting the beginning of production related to the deepwater Gulf of Mexico Devils Tower project;
• Higher average realized prices for oil during the three month period;
• Lower operations and maintenance expenses, which decreased primarily due to favorable changes in the fair value of certain oil options. Future gains and losses on options will depend upon the relationship between an option's cost and future commodity prices;
• A higher rate for depreciation, depletion and amortization, primarily reflecting higher industry finding and development costs, a reduction in production volumes associated with the VPP transactions and increased acquisition costs; and
• Lower income taxes as the result of updated estimates for the combined effective state tax rate and Canadian tax rate. The state tax rates are impacted by changes in state income tax laws, the corporate investment profile in numerous states and the volume of business transactions.

PAGE 33

DOMINION RESOURCES, INC.

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

Corporate and Other

Presented below are the Corporate and Other segment's after-tax operating results:

	Three Months Ended June 30,		Six Months Ended June 30,
	2004	2003	2004	2003
(millions, except EPS)
Specific items attributable to    operating segments	$(1)	- --	$3	$96
DCI operations	(10)	$(3)	(36)	(9)
Telecommunication operations(1)	(8)	(6)	(15)	(69)
Other corporate operations	(64)	(87)	(106)	(154)
Total net expense	$(83)	$(96)	$(154)	$(136)
Earnings per share impact	$(0.26)	$(0.30)	$(0.47)	$(0.43)

________________
⁽¹⁾ $7 million and $15 million are classified as discontinued operations for the three and six months ended June 30, 2004, respectively and $6 million and $20 million are classified as discontinued operations for the three and six months ended June 30, 2003 respectively. Dominion completed the disposition of its telecommunications operations during May 2004.

Specific Items Attributable to Operating Segments

Six Months Ended June 30, 2004 vs. 2003

During the six months ended June 30, 2004 and 2003, Dominion reported a net benefit of $3 million and $96 million, respectively, in the Corporate and Other segment attributable to its operating segments. The net benefit of $3 million recognized during 2004 primarily related to the impact of the following:

• An $18 million ($11 million after-tax) benefit from the reduction of expenses accrued in 2003 associated with Hurricane Isabel restoration activities, attributable to Dominion Delivery; partially offset by
• A $12 million ($7 million after-tax) charge related to an agreement to settle a class action lawsuit involving a dispute over Dominion's rights to lease fiber-optic cable along a portion of its electric transmission corridor, attributable to Dominion Energy.

The net benefit of $96 million recognized during 2003 resulted from:

• $113 million net after-tax gain representing the cumulative effect of adopting two accounting principles, including:
• SFAS No. 143: a $180 million after-tax gain attributable to: Dominion Generation ($188 million after-tax gain); Dominion Exploration & Production ($7 million after-tax loss); and Dominion Delivery ($1 million after-tax loss); and
• EITF 02-3: a $67 million after-tax loss attributable to Dominion Energy; partially offset by
• $29 million ($17 million after-tax) of severance costs for workforce reductions, attributable to:
• Dominion Generation ($9 million after-tax);
• Dominion Energy ($2 million after-tax);
• Dominion Delivery ($4 million after-tax);
• Dominion Exploration & Production ($1 million after-tax); and
• Corporate and other ($1 million after-tax).

PAGE 34

DOMINION RESOURCES, INC.

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

DCI Operations

Three Months Ended June 30, 2004 vs. 2003

DCI recognized a net loss of $10 million for the three months ended June 30, 2004; resulting primarily from tax adjustments attributable to the sale of assets.

Six Months Ended June 30, 2004 vs. 2003

DCI recognized a net loss of $36 million for the six months ended June 30, 2004; an increase of $27 million predominantly due to a $38 million ($23 million after-tax) impairment of retained interests from securitizations; and $10 million primarily related to tax adjustments attributable to sales of assets.

Telecommunications Operations

Six Months Ended June 30, 2004 vs. 2003

Dominion's loss from its telecommunications business decreased $54 million to $15 million in the six months ended June 30, 2004, primarily due to the impact in 2003 of the following items:

• $57 million ($35 million after-tax) of costs associated with the acquisition of DFV senior notes;
• $27 million ($14 million after-tax) for the reallocation of equity losses between Dominion and the minority interest owner of DFV; and
• $33 million ($20 million after-tax) related to the impairment of certain DFV assets resulting from a change in business plan affecting those assets; partially offset by the allocation of $17 million of losses ($10 million after-tax) to the minority interest owner.

Other Corporate Operations

Three Months Ended June 30, 2004 vs. 2003

The net loss associated with other corporate operations decreased $23 million in the three months ended June 30, 2004, primarily due to the impact in 2003 of the following items:

• A $22 million ($14 million after-tax) impairment related to CNGI's generation assets in Kauai, Hawaii that were sold in December 2003;
• An $18 million ($11 million after-tax) impairment of CNGI's investment in Australian pipeline assets held for sale.

Six Months Ended June 30, 2004 vs. 2003

The net loss associated with other corporate operations decreased $48 million in the six months ended June 30, 2004, predominantly due to a $21 million after-tax benefit associated with the disposition of a portion of CNGI's investment in Australian pipeline assets that were sold during the second quarter of 2004, and the impact in 2003 of the CNGI items mentioned above.

PAGE 35

DOMINION RESOURCES, INC.

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

     Selected Information-Energy Trading Activities

See Selected Information-Energy Trading Activities in MD&A included in Dominion's Annual Report on Form 10-K for the year ended December 31, 2003 for a detailed discussion of the energy trading, hedging and arbitrage activities of the Clearinghouse and related accounting policies. For additional discussion of trading activities, see Market Rate Sensitive Instruments and Risk Management in Item 3.

The Clearinghouse holds a portfolio of financial derivative instruments to manage Dominion's price risk associated with a portion of its anticipated sales of 2004 natural gas production that had not been considered in the hedging activities of the Dominion Exploration & Production segment (economic hedges). Dominion Energy recognized a pre-tax net loss of $8 million and $32 million on the economic hedges, respectively, for the three and six months ended June 30, 2004. It is anticipated that Dominion Exploration & Production will sell sufficient volumes of natural gas in 2004 at market prices, which, when combined with the settlement of the economic hedges, will result in a range of prices for those sales contemplated by the risk management strategy.

A summary of the changes in the unrealized gains and losses recognized for Dominion's energy-related derivative instruments held for trading purposes, including the economic hedges, during the six months ended June 30, 2004 follows:

	Amount
	(millions)
Net unrealized gain at December 31, 2003	$33
Net unrealized gain at inception of contracts initiated     during the period	- --
Changes in valuation techniques	--
Contracts realized or otherwise settled during the period	33
Other changes in fair value	(14)
Net unrealized gain at June 30, 2004	$52

The balance of net unrealized gains and losses recognized for Dominion's energy-related derivative instruments held for trading purposes, including the economic hedges at June 30, 2004, is summarized in the following table based on the approach used to determine fair value and contract settlement or delivery dates:

	Maturity Based on Contract Settlement or Delivery Date(s)
Source of Fair Value	Less than 1 year	1-2 years	2-3 years	3-5 years	In Excess of 5 years	Total
	(millions)
Actively quoted (1)	$(25)	$25	$6	--	--	$6
Other external sources (2)	(1)	32	12	$3	--	46
Models and other valuation methods (3)	--	--	--	--	--	--
Total	$(26)	$57	$18	$3	--	$52

______________________________________________

(1)  Exchange-traded and over-the-counter contracts.
⁽²⁾  Values based on prices from over-the-counter broker activity and industry services and, where applicable, conventional option pricing models.
⁽³⁾  Values based on Dominion's estimate of future commodity prices when information from external sources is not available and use of internally-developed models, reflecting option pricing theory, discounted cash flow concepts, etc.

PAGE 36

DOMINION RESOURCES, INC.

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

     Sources and Uses of Cash

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

Cash Provided By Operations

As presented on Dominion's Consolidated Statements of Cash Flows, net cash flows from operating activities were $1.54 billion and $1.48 billion for the six months ended June 30, 2004 and 2003, respectively. Dominion's management believes that its operations provide a stable source of cash flow sufficient to contribute to planned levels of capital expenditures and maintain or grow current shareholder dividend levels.

Dominion's operations are subject to risks and uncertainties that may negatively impact the timing or amounts of operating cash flow. See the discussion of such factors in Cash Provided By Operations in the MD&A of Dominion's Annual Report on Form 10-K for the year ended December 31, 2003.

Cash Used In Investing Activities

During the six months ended June 30, 2004, investing activities resulted in a net cash outflow of $231 million, reflecting the following primary investing activities:

• $588 million of capital expenditures for the construction and expansion of generation facilities, environmental upgrades, purchase of nuclear fuel, and construction and improvements of gas and electric transmission and distribution assets;
• $612 million of capital expenditures for the purchase and development of gas and oil producing properties, drilling and equipment costs and undeveloped lease acquisitions;
• $413 million of proceeds from sales of gas and oil properties;
• $266 million for the purchase of securities and $246 million for the sale of securities, primarily related to investments held in nuclear decommissioning trusts; and
• $81 million in advances and a $564 million reimbursement related to a generation project in Pennsylvania. The project began commercial operations during June 2004 and is being leased to Dominion.

Cash Used In Financing Activities

The Dominion Companies rely on bank and capital markets as a significant source of funding for capital requirements not satisfied by cash provided by the companies' operations. As discussed further in the Credit Ratings and Debt Covenants section below, the Dominion Companies' ability to borrow funds or issue securities and the return demanded by investors are affected by the issuing company's credit ratings. In addition, the raising of external capital is subject to certain regulatory approvals, including authorization by the SEC and, in the case of Virginia Power, the Virginia State Corporation Commission (Virginia Commission).

As presented on Dominion's Consolidated Statements of Cash Flows, net cash flows used in financing activities were $1.35 billion for the six months ended June 30, 2004. The Dominion Companies issued long-term debt and common stock totaling approximately $533 million during this period. The proceeds were primarily used to repay other debt.

PAGE 37

DOMINION RESOURCES, INC.

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

Credit Facilities and Short-Term Debt

Dominion, Virginia Power and CNG (collectively the Dominion Companies) use short-term debt, primarily commercial paper, to fund working capital requirements and as bridge financing for acquisitions, if applicable. The levels of borrowing may vary significantly during the course of the year, depending upon the timing and amount of cash requirements not satisfied by cash from operations. At June 30, 2004, the Dominion Companies had committed credit facilities totaling $3.25 billion. Although there were no loans outstanding, these credit facilities support commercial paper borrowings and letter of credit issuances. At June 30, 2004, the Dominion Companies had the following commercial paper and letters of credit outstanding and capacity available under credit facilities:

	Facility Limit	Outstanding Commercial Paper	Outstanding Letters of Credit	Facility Capacity Remaining
	(millions)
Three-year revolving credit facility(1)	$1,500
Three-year revolving credit facility(2)	750
Total joint credit facilities	2,250	$610	$478	$1,162
364-day CNG credit facility(3)	1,000	--	700	300
Totals	$3,250	$610	$1,178	$1,462

__________________________

(1) The $1.5 billion three-year revolving credit facility was entered into in May 2004 and terminates in May 2007. This credit facility can also be used to support up to $500 million of letters of credit.
⁽²⁾ The $750 million three-year revolving credit facility was entered into in May 2002 and terminates in May 2005. This credit facility can also be used to support up to $200 million of letters of credit.
⁽³⁾ The $1 billion 364-day credit facility is used to support the issuance of letters of credit and commercial paper by CNG to fund collateral requirements under its gas and oil hedging program. The facility was entered into in August 2003 and terminates in August 2004 and is expected to be renewed prior to its maturity.

In June 2004, CNG entered into a $300 million letter of credit agreement that terminates in August 2004 and a $100 million letter of credit agreement that terminates in June 2007. These agreements support letter of credit issuances, providing collateral required on derivative financial contracts used by CNG in its risk management strategies for gas and oil production. At June 30, 2004, outstanding letters of credit under these agreements totaled $300 million.

Long-Term Debt

During the six months ended June 30, 2004, Dominion Resources, Inc. issued the following long-term debt:

Type	Principal	Rate	Maturity	Issuing Company
	(millions)
Senior notes	$200	5.20 %	2016	Dominion Resources, Inc.
Senior notes	100	Variable	2006	Dominion Resources, Inc.
Total	$300

Dominion Resources, Inc. and its subsidiaries repaid $620 million of long-term debt during the six months ended June 30, 2004.

Common Stock

During the six months ended June 30, 2004, Dominion received proceeds of $233 million through Dominion Direct (a dividend reinvestment and open enrollment direct stock purchase plan), employee savings plans and the exercise of employee stock options.

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DOMINION RESOURCES, INC.

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

Amounts Available under Shelf Registrations

At June 30, 2004, Dominion Resources, Inc., Virginia Power and CNG had approximately $2.4 billion, $670 million and $1.3 billion, respectively, of available capacity under currently effective shelf registrations. Securities that may be issued under these shelf registrations, depending upon the registrant, include senior notes (including medium-term notes), subordinated notes, first and refunding mortgage bonds, trust preferred securities, preferred stock and common stock.

Dominion's current financing authorization under the 1935 Act expires at the end of 2004. Dominion intends to file an application with the SEC in August 2004 to renew its 1935 Act financing authorization.

Credit Ratings and Debt Covenants

In the Credit Ratings and Debt Covenants sections of MD&A in Dominion's Annual Report on Form 10-K for the year ended December 31, 2003, Dominion discussed the use of capital markets by the Dominion Companies, as well as the impact of credit ratings on the accessibility and costs of using these markets. In addition, these sections of MD&A discussed various covenants present in the enabling agreements underlying the Dominion Companies' debt. As of June 30, 2004, there have been no changes in the Dominion Companies' credit ratings nor changes to or events of default under Dominion's debt covenants.

Credit Risk

Dominion's exposure to potential concentrations of credit risk results primarily from its energy trading, marketing and hedging activities and sales of gas and oil production. Presented below is a summary of Dominion's gross and net credit exposure as of June 30, 2004 for these activities. Dominion calculates its gross credit exposure for each counterparty as the unrealized fair value of derivative contracts plus any outstanding receivables (net of payables, where netting agreements exist), prior to the application of collateral.

	Credit Exposure before Credit Collateral	Credit Collateral	Net Credit Exposure
	(millions)
Investment grade(1)	$   549	$  7	$542
Non-investment grade(2)	40	10	30
No external ratings:
Internally rated - investment grade(3)	265	--	265
Internally rated - non-investment grade(4)	255	--	255
Total	$1,109	$17	$1,092

_______________________

(1) Designations as investment grade are based on minimum credit ratings assigned by Moody's and Standard & Poor's. The five largest counterparty exposures, combined, for this category represented approximately 12% of the total gross credit exposure.
⁽²⁾  The five largest counterparty exposures, combined, for this category represented approximately 2% of the total gross credit exposure.
⁽³⁾  The five largest counterparty exposures, combined, for this category represented approximately 14% of the total gross credit exposure.
⁽⁴⁾  The five largest counterparty exposures, combined, for this category represented approximately 6% of the total gross credit exposure.

Future Cash Payments for Contractual Obligations and Planned Capital Expenditures

As of June 30, 2004, there have been no material changes outside the ordinary course of business to the contractual obligations disclosed in MD&A in Dominion's Annual Report on Form 10-K for the year ended December 31, 2003.

As of June 30, 2004, Dominion's planned capital expenditures during 2004 are expected to total approximately $2.7 billion. For 2005, planned capital expenditures are also expected to approximate $2.7 billion. Although the composition of expenditures may have changed and total expenditures are expected to be higher than amounts originally forecasted in MD&A in Dominion's Annual Report on Form 10-K for the year ended December 31, 2003, the nature of such expenditures are generally the same. Dominion expects to fund its capital expenditures with cash from operations, proceeds from the VPP transaction and a combination of sales of securities and short-term borrowings.

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DOMINION RESOURCES, INC.

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

Use of Off-Balance Sheet Arrangements

At June 30, 2004, Dominion was party to an agreement with a voting interest entity (lessor) in order to construct and lease a new power generation project in Pennsylvania. Project costs totaled $844 million at June 30, 2004. During the second quarter of 2004, an operating lease was executed with the lessor and the first tranche of financing was received on the project in the amount of $600 million. Dominion received reimbursements of $564 million, reducing its net advances to the lessor to $190 million. Dominion expects to be reimbursed for the remaining net advances to the lessor in the third quarter of 2004. The project began commercial operations during June 2004 and will result in estimated annual lease commitments of $53 million.

     Future Issues and Other Matters

The following discussion of future issues and other information includes current developments of previously disclosed matters and new issues arising during the period covered by and subsequent to the Consolidated Financial Statements. This section should be read in conjunction with Future Issues and Other Matters in Dominion's Annual Report on Form 10-K for the year ended December 31, 2003.

Impact of Electric Deregulation in Virginia

In April 2004, the Governor of Virginia signed into law amendments to the Virginia Restructuring Act and the Virginia fuel factor statute. The amendments extend capped base rates by three and one-half years, to December 31, 2010, unless modified or terminated earlier under the Virginia Restructuring Act. In addition to extending capped rates, the amendments:

• Lock in Dominion's fuel factor provisions until the earlier of July 1, 2007 or the termination of capped rates;
• Provide for a one-time adjustment of Dominion's fuel factor, effective July 1, 2007 through December 31, 2010 (unless capped rates are terminated earlier under the Virginia Restructuring Act), with no adjustment for previously incurred over-recovery or under-recovery, thus eliminating deferred fuel accounting for the Virginia jurisdiction; and
• End wires charges on the earlier of July 1, 2007 or the termination of capped rates, consistent with the Virginia Restructuring Act's original timetable.

Dominion may experience a positive economic impact to the extent that management can reduce its fuel factor-related costs for its electric utility generation-related operations. Conversely, the risk of fuel factor-related cost recovery shortfalls may also adversely impact its cost structure during the transition period and Dominion could realize the negative economic impact of any such adverse event.

Dominion anticipates that its unhedged natural gas and oil production will act as a natural internal hedge for electric generation. If gas and oil prices rise, it is expected that Dominion's exploration and production operations will earn greater profits that will offset higher fuel costs and lower profits in Dominion's electric generation operations. Conversely, if gas and oil prices fall, it is expected that Dominion's electric generation operations will incur lower fuel costs and earn higher profits that will offset lower profits in Dominion's exploration and production operations. Dominion also anticipates that the fixed fuel rate will lessen the impact of seasonally mild weather on its electric generation operations. During periods of mild weather it is expected that electric generation operations will burn less high-cost fuel because customers will use less electricity, thereby offsetting decreased revenues. Alternatively, in periods of extreme weather, Dominion's higher fuel costs from running costlie r plants are expected to be mitigated by additional revenue as customers use more electricity.

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DOMINION RESOURCES, INC.

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

The Virginia Restructuring Act amendments also allow large commercial and industrial customers, and aggregated customers in all rates classes, to avoid paying wires charges by agreeing to purchase energy at market-based costs if they return to the utility after taking service from a competitive service provider. The wires charge exemption program is limited to 1,000 megawatts of load in the first 18 months of the program, and thereafter as set by the Virginia Commission. In addition, customers purchasing energy from competitive service providers may avoid minimum stay obligations by agreeing to purchase energy at market-based costs if they return to the utility. These provisions are subject to the utility having become a member of a regional transmission organization after Virginia Commission approval.

In June 2004, the Virginia Commission initiated a proceeding to establish rules and regulations for implementing certain amendments of the Virginia Restructuring Act.

Retail Access Pilot Programs

In May 2004, the Virginia State Corporation Commission (Virginia Commission) approved Dominion's proposed modifications, with certain additional revisions, to its retail access pilot programs. The approved modifications include an increase in the wires charge reduction offered to pilot participants. For 2004, the reduction is equal to the participant's 2004 wires charges. In subsequent years, the wires charge reductions will be equal to the lower of the 2004 wires charges or the current year's wires charges. Other modifications were also made that are intended to make the pilots more attractive to competitive service providers. The pilots are expected to proceed later in 2004.

North Carolina Base Rates

In April 2004, the North Carolina Utilities Commission (North Carolina Commission) commenced an investigation into Dominion's North Carolina base rates and subsequently ordered Dominion to file a general rate case by September 17, 2004. A hearing is scheduled for February 2005. Dominion cannot predict the outcome of this matter at this time.

Regional Transmission Organization (RTO)

In September 2002, Dominion and PJM Interconnection, LLC (PJM) entered into an agreement that provides, subject to regulatory approval and certain provisions, Dominion will become a member of PJM, transfer functional control of its electric transmission facilities to PJM for inclusion in a new PJM South Region and integrate its control area into the PJM energy markets. The agreement also allocates costs of implementation of the agreement among the parties.

Dominion has made filings with both the Virginia Commission and North Carolina Commission requesting authorization to become a member of PJM. Hearings before both state commissions are scheduled to begin in October 2004.

Dominion filed its application to join PJM with the Federal Energy Regulatory Commission (FERC) in May 2004 and requested FERC approval no later than August 2004. The FERC application contains three conditions for joining PJM: (1) approval of Dominion's proposed rate treatment for transmission services; (2) authorization to capture and defer, as a regulatory asset, until the end of the Virginia rate cap period (December 31, 2010) expenditures incurred related to establishing and joining an RTO and PJM operating costs; and (3) that Dominion subsidiaries with market based rate authority be permitted to charge market based rates for sales of electric energy and capacity to loads located within Dominion's service territory upon its integration into PJM. Dominion also filed in May 2004 an application with FERC requesting the authority discussed in condition (3) above.

Other FERC Matters

Dominion and FERC have reached a settlement of a self-reported infraction of FERC regulations involving data sharing of non-public gas storage information. Under the settlement, Dominion will pay a $500,000 civil penalty, refund $4.5 million to its non-affiliated natural gas storage customers and enhance internal training and oversight of employees who handle non-public, market-sensitive data. Dominion has previously accrued the amounts to be paid pursuant to the settlement agreement.

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DOMINION RESOURCES, INC.

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

In June 2004, FERC approved Dominion's filing to provide optional backup supply service to competitive service providers serving retail customers, including the retail pilot programs, in Dominion's service territory in Virginia. The filing addressed competitive service providers' concerns with the availability of transmission capacity to move energy into Virginia. The backup supply service will allow competitive service providers to continue to serve their customers in Dominion's service area in Virginia during periods of supply interruption. This is an interim solution until Dominion is integrated into PJM.

Rate Matters - Gas Distribution

In July 2004, the Pennsylvania Public Utility Commission (PUC) approved a settlement agreement between Dominion and the Office of Consumer Advocate (OCA) in which the OCA agreed to drop its appeal of a previous PUC order that allowed Dominion to recover approximately $16.5 million in unrecovered purchased gas costs. As part of the settlement, all customer service and delivery charges will be fixed through December 31, 2008. Gas costs will continue to pass through to the customer through the purchased gas cost adjustment mechanism.

Common Stock Dividend Increase

In July 2004, Dominion announced that it will raise its fourth-quarter dividend payable December 20, 2004, by 2 cents per share, increasing its quarterly dividend rate to 66.5 cents per share. At present, Dominion has been paying out quarterly dividends of 64.5 cents per share, or an annual rate of $2.58 per share. For dividends payable in 2005, the quarterly rate will rise again from 66.5 cents per share to 67 cents per share for an annual rate in 2005 of $2.68 per share. Under current financial projections, Dominion believes that additional 8-cent annual increases in the dividend rate are appropriate. Common stock dividends are declared on a quarterly basis by the board of directors.

Statoil ASA (Statoil) Agreement

In June 2004, Dominion executed 20-year contracts with Statoil for the increased capacity planned for its Cove Point liquefied natural gas facility and related gas transmission services. Under the terms of the agreements, Statoil will purchase firm LNG tanker discharge services and related transportation service from Cove Point, as well as downstream firm transportation and storage services from Dominion Transmission, Inc. Plans call for increasing the Cove Point storage tank capacity to 14.6 bcf and the plant's deliverability by 0.8 bcf per day to a total of 1.8 bcf per day. To provide the transmission services, Dominion also plans to expand its pipeline originating at Cove Point to deliver more natural gas to interstate pipeline connections in the mid-Atlantic region as well as to build a pipeline and two compressor stations in central Pennsylvania. These projects are subject to regulatory approval and are expected to be placed in service in 2008.

Restructuring of Contracts with Non-Utility Generating Facilities

In March 2004, Dominion reached an agreement, pending regulatory approvals, to terminate a long-term power purchase contract and purchase the related generating facility used by a non-utility generator to provide electricity to Dominion for an aggregate purchase price of approximately $174 million. Dominion does not anticipate a material impact on its results of operations upon closing of the transaction, which is expected to occur in the third quarter of 2004.

In June 2004, Dominion reached agreements, pending regulatory approvals, to terminate two long-term power purchase contracts and purchase the related generating facilities used by the non-utility generators to provide electricity to Dominion for an aggregate purchase price of approximately $197 million. Dominion expects the transactions to be completed in the fourth quarter of 2004, resulting in an after-tax charge in the range of $90 million to $110 million relating to the purchase and termination of the long-term power purchase contracts. Dominion's purchase of the stations is consistent with its continuing efforts to lower the cost of long-term power purchase contracts with non-utility generators.

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DOMINION RESOURCES, INC.

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

   Risk Factors and Cautionary Statements That May Affect Future Results

Factors that may cause actual results to differ materially from those indicated in any forward-looking statement include weather conditions; governmental regulations; cost of environmental compliance; inherent risk in the operation of nuclear facilities; fluctuations in energy-related commodities prices and the effect these could have on Dominion's earnings, liquidity position and the underlying value of its assets; trading counterparty credit risk; capital market conditions, including price risk due to marketable securities held as investments in trusts and benefit plans; fluctuations in interest rates; changes in rating agency requirements and ratings; changes in accounting standards; collective bargaining agreements and labor negotiations; the risks of operating businesses in regulated industries that are becoming deregulated; the transfer of control over electric transmission facilities to a regional transmission organization; board approval of future dividends; political and economic conditions (includi ng inflation and deflation); and completing the divestiture of investments held by DCI. Other more specific risk factors are as follows:

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

Dominion is subject to complex governmental regulation that could adversely affect its operations. Dominion's operations are subject to extensive federal, state and local regulation and may require numerous permits, approvals and certificates from various governmental agencies. Dominion must also comply with environmental legislation and associated regulations. Management believes the necessary approvals have been obtained for Dominion's existing operations and that its business is conducted in accordance with applicable laws. However, new laws or regulations, or the revision or reinterpretation of existing laws or regulations, may require Dominion to incur additional expenses.

Costs of environmental compliance, liabilities and litigation could exceed Dominion's estimates. Compliance with federal, state and local environmental laws and regulations may result in increased capital, operating and other costs, including remediation and containment expenses and monitoring obligations. In addition, Dominion may be a responsible party for environmental clean-up at a site identified by a regulatory body. Management cannot predict with certainty the amount and timing of all future expenditures related to environmental matters because of the difficulty of estimating clean-up and compliance costs, and the possibility that changes will be made to the current environmental laws and regulations. There is also uncertainty in quantifying liabilities under environmental laws that impose joint and several liability on all potentially responsible parties.

Dominion is exposed to cost-recovery shortfalls because of capped base rates and amendments to the fuel factor statute in effect in Virginia for its regulated electric utility. Under the Virginia Restructuring Act, as amended in April 2004, Dominion's base rates (excluding, generally, a fuel factor with limited adjustment provisions, and certain other allowable adjustments) remain unchanged until December 31, 2010 unless modified or terminated consistent with the Virginia Restructuring Act. Although the Virginia Restructuring Act allows for the recovery of certain generation-related costs during the capped rates period, Dominion remains exposed to numerous risks of cost-recovery shortfalls. These include exposure to potentially stranded costs, future environmental compliance requirements, tax law changes, costs related to hurricanes or other weather events, inflation and increased capital costs. In addition under the 2004 amendments to the Virginia fuel factor statute, Dominion's current Virginia fue l factor provisions are locked-in until the earlier of July 1, 2007 or the termination of capped rates through Virginia Commission order. The amendments provide for a one-time adjustment of Dominion's fuel factor, effective July 1, 2007 through December 31, 2010, with no adjustment for previously incurred over-recovery or under-recovery, thus eliminating deferred fuel accounting. As a result, Dominion is exposed to fuel price risk. This risk includes exposure to increased costs of fuel, including the energy portion of certain purchased power costs.

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DOMINION RESOURCES, INC.

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

Under the Virginia Restructuring Act, the generation portion of Dominion's electric utility operations is open to competition and resulting uncertainty. Under the Virginia Restructuring Act, the generation portion of Dominion's electric utility operations in Virginia is open to competition and is no longer subject to cost-based regulation. To date, the competitive market has been slow to develop. Consequently, it is difficult to predict the pace at which the competitive environment will evolve and the extent to which Dominion will face increased competition and be able to operate profitably within this competitive environment.

Dominion's merchant power business is operating in a challenging market. The success of Dominion's merchant power business depends upon favorable market conditions as well as its ability to find buyers willing to enter into power purchase agreements at prices sufficient to cover its operating costs. Depressed spot and forward wholesale power prices and excess capacity in the industry could result in lower than expected revenues in Dominion's merchant power business.

There are inherent risks in the operation of nuclear facilities. These risks include the cost of and Dominion's ability to maintain adequate reserves for decommissioning, plant maintenance costs, spent nuclear fuel disposal costs and exposure to potential liabilities and the threat of terrorism arising out of the operation of these facilities. Dominion maintains decommissioning trusts and external insurance coverage to minimize the financial exposure to these risks. However, it is possible that costs arising from claims could exceed the amount of any insurance coverage.

The use of derivative instruments could result in financial losses. Dominion uses derivative instruments, including futures, forwards, options and swaps, to manage its commodity and financial market risks. In addition, Dominion purchases and sells commodity-based contracts in the natural gas, electricity and oil markets for trading purposes. In the future, Dominion could recognize financial losses on these contracts as a result of volatility in the market values of the underlying commodities or if a counterparty fails to perform under a contract. In the absence of actively quoted market prices and pricing information from external sources, the valuation of these contracts involves management's judgment or use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts.

Dominion is exposed to market risks beyond its control in its energy clearinghouse operations. Dominion's energy clearinghouse and risk management operations are subject to multiple market risks including market liquidity, counterparty credit strength and price volatility. Many industry participants have experienced severe business downturns resulting in some companies exiting or curtailing participation in the energy trading markets. This has led to a reduction in the number of trading partners and lower industry trading revenues. Declining creditworthiness of some of Dominion's trading counterparties may limit the level of its trading activities with these parties and increase the risk that these parties may not perform under a contract.

Dominion's exploration and production business is dependent on factors that cannot be predicted or controlled. Factors that may affect Dominion's financial results include fluctuations in natural gas and crude oil prices, results of future drilling and well completion activities, Dominion's ability to acquire additional land positions in competitive lease areas as well as inherent operational risks that could disrupt production. Dominion's liquidity may also be impacted by margin requirements that result from financial derivatives used to hedge future sales of gas and oil production and require the deposit of funds and other collateral with counterparties to cover the fair value of covered contracts in excess of agreed-upon credit limits. Short-term market declines in natural gas and oil prices may also result in the permanent write-down of Dominion's gas and oil properties as required by the full cost method of accounting. Under the full cost method, all direct costs of property acquisition, explora tion and development activities are capitalized. If net capitalized costs exceed the present value of estimated future net revenues based on hedge-adjusted period-end prices from the production of proved gas and oil reserves (the ceiling test), in a given country, at the end of any quarterly period, then a permanent write-down of the assets must be recognized in that period.

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DOMINION RESOURCES, INC.

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

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

Changing rating agency requirements could negatively affect Dominion's growth and business strategy. As of June 30 2004, Dominion's senior unsecured debt was rated BBB+, negative outlook, by Standard & Poor's and Baa1, stable outlook, by Moody's. Both agencies have implemented more stringent applications of the financial requirements for various ratings levels. In order to maintain its current credit ratings in light of these or future new requirements, Dominion may find it necessary to take steps or modify its business plans in ways that may adversely affect its growth and earnings per share. A reduction in Dominion's credit ratings by either Standard & Poor's or Moody's could increase its borrowing costs and adversely affect operating results.

Potential changes in accounting practices may adversely affect Dominion's financial results. Dominion cannot predict the impact future changes in accounting standards or practices may have on public companies in general or the energy industry or its operations specifically. New accounting standards could be issued that could change the way Dominion records revenue, expenses, assets and liabilities. These changes in accounting standards could adversely affect Dominion's reported earnings or could increase reported liabilities.

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DOMINION RESOURCES, INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

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

Market Rate Sensitive Instruments and Risk Management

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

The following sensitivity analysis estimates the potential loss of future earnings or fair value from market risk sensitive instruments over a selected time period due to a 10% unfavorable change in commodity prices, interest rates and foreign currency exchange rates.

Commodity Price Risk-Trading Activities

As part of its strategy to market energy and to manage related risks, Dominion manages a portfolio of commodity-based derivative instruments held for trading purposes. These contracts are sensitive to changes in the prices of natural gas, electricity and certain other commodities. Dominion uses established policies and procedures to manage the risks associated with these price fluctuations and uses derivative instruments, such as futures, forwards, swaps and options, to mitigate risk by creating offsetting market positions.

A hypothetical 10% unfavorable change in commodity prices would have resulted in a decrease of approximately $11 million and $56 million in the fair value of Dominion's commodity-based financial derivative instruments held for trading purposes as of June 30, 2004 and December 31, 2003, respectively.

Commodity Price Risk-Non-Trading Activities

Dominion manages the price risk associated with purchases and sales of natural gas, oil and electricity by using derivative commodity instruments including futures, forwards, options and swaps. For sensitivity analysis purposes, the fair value of Dominion's non-trading derivative commodity instruments is determined based on models that consider the market prices of commodities in future periods, the volatility of the market prices in each period, as well as the time value factors of the derivative instruments. Market prices and volatility are principally determined based on quoted prices on the futures exchange. A hypothetical 10% unfavorable change in market prices of Dominion's non-trading commodity-based financial derivative instruments would have resulted in a decrease in fair value of approximately $473 million and $424 million as of June 30, 2004 and December 31, 2003, respectively.

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

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DOMINION RESOURCES, INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
(Continued)

Interest Rate Risk

Dominion manages its interest rate risk exposure predominantly by maintaining a balance of fixed and variable rate debt. Dominion also enters into interest rate sensitive derivatives, including interest rate swaps and interest rate lock agreements. A hypothetical 10% increase in market interest rates would increase annual interest expense by approximately $11 million and $10 million for financial instruments outstanding at June 30, 2004 and December 31, 2003, respectively.

In addition, Dominion, through subsidiaries, retains ownership of mortgage investments, including subordinated bonds and interest-only residual assets retained from securitizations of mortgage loans originated and purchased in prior years. Note 27 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2003 discussed the impact of changes in value of these investments.

Foreign Currency Exchange Risk

Dominion's Canadian natural gas and oil exploration and production activities are relatively self-contained within Canada. As a result, Dominion's exposure to foreign currency exchange risk for these activities is limited primarily to the effects of translation adjustments that arise from including that operation in its Consolidated Financial Statements. Dominion's management monitors this exposure and believes it is not material. In addition, Dominion manages its foreign exchange risk exposure associated with anticipated future purchases of nuclear fuel processing services denominated in foreign currencies by utilizing currency forward contracts. As a result of holding these contracts as hedges, Dominion's exposure to foreign currency risk is minimal. A hypothetical 10% unfavorable change in relevant foreign exchange rates would have resulted in a decrease of approximately $14 million and $19 million in the fair value of currency forward contracts held by Dominion at June 30, 2004 and December 31, 2003, respectively.

Investment Price Risk

Dominion is subject to investment price risk due to marketable securities held as investments in decommissioning trust funds. In accordance with current accounting standards, these marketable securities are reported on the Consolidated Balance Sheets at fair value. Dominion recognized a net realized gain (including investment income) of $28 million for the six months ended June 30, 2004 and a net realized loss (net of investment income) of $10 million for the year ended December 31, 2003. Dominion recorded net unrealized losses on decommissioning trust investments to accumulated other comprehensive income of $8 million for the six months ended June 30, 2004. For the year ended December 31, 2003, Dominion recorded net unrealized gains of $263 million on decommissioning trust investments to accumulated other comprehensive income.

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

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DOMINION RESOURCES, INC.

ITEM 4. CONTROLS AND PROCEDURES

Senior management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of Dominion's disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation process, the Chief Executive Officer and Chief Financial Officer have concluded that Dominion's disclosure controls and procedures are effective. There were no changes in Dominion's internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, Dominion's internal control over financial reporting.

On December 31, 2003, Dominion adopted FIN 46R for its interests in special purpose entities referred to as SPEs and, as a result, has included in its consolidated financial statements those SPEs described in Note 3 to the Consolidated Financial Statements in Dominion's Annual Report on Form 10-K for the year ended December 31, 2003. The Consolidated Balance Sheet as of June 30, 2004 reflects $633 million of net property, plant and equipment and deferred charges and $688 million of related debt attributable to the SPEs. As these SPEs are owned by unrelated parties, Dominion does not have the authority to dictate or modify, and therefore cannot assess, the disclosure controls and procedures or internal control over financial reporting in place at these entities.

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DOMINION RESOURCES, INC.
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

In June 2002, Wiley Fisher, Jr. and John Fisher filed a class action lawsuit against Virginia Power and Dominion Telecom, Inc. (Dominion Telecom) in the U.S. District Court in Richmond, Virginia. The plaintiffs claimed that Virginia Power and Dominion Telecom strung fiber-optic cable across their land, along a Virginia Power electric transmission corridor, without paying compensation. The Complaint sought damages for trespass and "unjust enrichment," as well as punitive damages from the defendants. The named plaintiffs "represent a class . . . consisting of all owners of land in North Carolina and Virginia, other than public streets or highways, that underlies Virginia Power's electric transmission lines and on or in which fiber optic cable has been installed." The federal district court granted a motion to add additional plaintiffs, Harmon T. Tomlinson, Jr. and Linda D. Tomlinson. In August 2003, the federal district court issued an order granting the plaintiff's motion for class certific ation. The U.S. Court of Appeals for the Fourth Circuit denied Dominion's petitions for interlocutory appeal on the class certification issue.

In April 2004, the parties entered into a settlement agreement that was subsequently approved by the court in July 2004. Under the terms of the settlement, a fund of $20 million has been established by Virginia Power to pay claims of current and former landowners as well as fees of lawyers for the class. Costs of notice to the class and administration of claims will be borne separately by Virginia Power. The settlement agreement resulted in an after-tax charge of $7 million in the first quarter of 2004.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Dominion's Annual Shareholders Meeting was held on April 23, 2004 at which time Directors were elected to the Board of Directors for a one-year term or until next year's annual meeting, Deloitte & Touche LLP was ratified as Dominion's independent auditor for 2004 and a shareholder proposal to limit executive compensation was rejected. See Dominion's Form 10-Q for the quarterly period ended March 31, 2004 for results of the election.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:
	3.1	Articles of Incorporation as in effect August 9, 1999, as amended March 12, 2001 (Exhibit 3.1, Form 10-K for the year ended December 31, 2002, File No. 1-8489, incorporated by reference).
	3.2	Bylaws as in effect on October 20, 2000 (Exhibit 3, Form 10-Q for the quarter ended September 30, 2000, File No. 1-8489, incorporated by reference).
	10.1	Dominion Resources, Inc. Security Option Plan, amended and restated effective July 13, 2004 (filed herewith).
	10.2	Dominion Resources, Inc. Executives' Deferred Compensation Plan, effective January 1, 1994 and as amended and restated July 15, 2003 (Exhibit 10.2, Form 10-K for the fiscal year ended December 31, 2002, File No. 1-8489, incorporated by reference), amended July 13, 2004 (filed herewith).

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DOMINION RESOURCES, INC.
PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits (continued):
	10.3	$1,500,000,000 3-Year Credit Agreement among Dominion Resources, Inc., Virginia Electric and Power Company, Consolidated Natural Gas Company and JPMorgan Chase Bank, as Administrative Agent for the Lenders, dated May 27, 2004 (filed herewith).
	12	Ratio of earnings to fixed charges (filed herewith).
	31.1	Certification by Registrant's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
	31.2	Certification by Registrant's Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
	32	Certification to the Securities and Exchange Commission by Registrant's Chief Executive Officer and Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
	99	Condensed consolidated earnings statements (unaudited) (filed herewith).

(b) Reports on Form 8-K:

The following Current Report on Form 8-K was filed with the SEC:

1. Dominion filed a report on Form 8-K on July 27, 2004 relating to its press release announcing an increase to its fourth-quarter dividend payable December 20, 2004, by 2 cents per share to 66.5 cents per share, and that for dividends payable in 2005, the quarterly rate will rise again from 66.5 cents per share to 67 cents per share for an annual rate in 2005 of $2.68 per share.

The Current Reports on Form 8-K listed below were furnished to the SEC during the period covered by this report and shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing:

1.	Dominion furnished a report on Form 8-K on April 20, 2004, relating to its press release announcing unaudited earnings for the quarter ended March 31, 2004.
2.	Dominion furnished a report on Form 8-K on May 5, 2004, relating to its press release announcing an additional $7 million after-tax charge against first quarter 2004 earnings related to an agreement to settle a class action lawsuit involving a dispute over Dominion's rights to install fiber-optic cable along a portion of its electric transmission corridor.
3.	Dominion furnished a report on Form 8-K on July 27, 2004, relating to its press release announcing unaudited earnings for the quarter ended June 30, 2004.

SIGNATURE

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

	DOMINION RESOURCES, INC. Registrant
August 4, 2004	/s/ Steven A. Rogers                        Steven A. Rogers Vice President and Controller (Principal Accounting Officer)

EX-10.1

DOMINION RESOURCES, INC.

SECURITY OPTION PLAN

Amended and Restated Effective July 13, 2004

TABLE OF CONTENTS
		Page
ARTICLE I ESTABLISHMENT AND PURPOSE		1
ARTICLE II REFERENCES, CONSTRUCTION AND DEFINITIONS		1
2.1	Administrative Committee	1
2.2	Administrator	1
2.3	Affiliate	1
2.4	Aggregate Fund Value	1
2.5	Allocation	1
2.6	llocation Election	1
2.7	Beneficiary	1
2.8	Board	1
2.9	Business Day	2
2.10	Cause	2
2.11	Change of Control	2
2.12	Code	2
2.13	Company	2
2.14	Compensation	2
2.15	Deferral Election Form	2
2.16	Deferred Compensation Plan	2
2.17	Disability	3
2.18	Disability Termination	3
2.19	Effective Date	3
2.20	Election Cutoff Time	3
2.21	Election Date	3
2.22	Employee	3
2.23	Exercise	3
2.24	Exercise Election	3
2.25	Expiration	3
2.26	Expiration Date	3
2.27	Forfeiture	4
2.28	Fund	4
2.29	Fund Menu	4
2.30	Fund Option	4
2.31	Fund Optionholder	4
2.32	Fund Return	4
2.33	Fund Value	4
2.34	Grant	4
2.35	Grant Date	4
2.36	Indexed Strike Price	4
2.37	Indexed Strike Price Adjustment Factor	4
2.38	Issuer	4
2.39	Minimum Strike Price	4
2.40	Participant	5
2.41	Participating Company	5
2.42	Person	5
2.43	Plan	5
2.44	Plan Year	5
2.45	Pre-Termination Death	5
2.46	Reallocation Election	5
2.47	Retirement	5
2.48	Rollover Amount	5
2.49	Rollover Election Form	5
2.50	Savings Plan	5
2.51	Share	5
2.52	Share Value	6
2.53	Special Option	6
2.54	Spread	6
2.55	Strike Price	6
2.56	Supplemental Retirement Plan	6
2.57	Surviving Spouse	6
2.58	Termination of Employment	6
2.59	Trust	6
2.60	Unvested Shares	6
2.61	Vested	6
ARTICLE III ELIGIBILITY and ELECTIONS		6
3.1	Eligibility	6
3.2	Deferral Election	7
3.3	Match	7
3.4	Rollover Election	8
ARTICLE IV FUND OPTION GRANTS AND VESTING		8
4.1	Fund Options	8
4.2	Fund Option Issuance	9
4.3	Vesting	9
ARTICLE V ALLOCATIONS		9
5.1	The Allocation Election	9
5.2	The Reallocation Election	9
5.3	Procedures	9
ARTICLE VI EXERCISES		10
6.1	Exercise	10
6.2	Expiration Date	10
6.3	Procedures and Timing	10
6.4	Payments to Beneficiary	11
ARTICLE VII FORFEITURES AND EXPIRATIONS		11
7.1	Forfeitures	11
7.2	Expirations	12
ARTICLE VIII FUND OPTION VALUATION		12
8.1	Funds	12
8.2	Indexed Strike Price	13
8.3	Minimum Strike Price	13
ARTICLE IX COMPANY'S OBLIGATIONS		14
9.1	Unfunded Plan	14
9.2	Change of Control	14
ARTICLE X ADMINISTRATION OF THE PLAN		14
10.1	Powers and Duties of the Administrative Committee	14
10.2	Agents	15
10.3	Claims for Benefits	15
10.4	Hold Harmless	15
10.5	Service of Process	15
10.6	Form of Administration	15
ARTICLE XI DESIGNATION OF BENEFICIARIES		16
11.1	Beneficiary Designation	16
11.2	Failure to Designate Beneficiary	16
ARTICLE XII AMENDMENT OR TERMINATION OF THE PLAN		16
12.1	Right to Amend or Terminate Plan	16
12.2	Notice	17
ARTICLE XIII GENERAL PROVISIONS AND LIMITATIONS		17
13.1	No Right to Continued Employment	17
13.2	Payment on Behalf of Payee	17
13.3	Nonalienation	17
13.4	Missing Payee	18
13.5	Required Information	18
13.6	No Trust or Funding Created	18
13.7	Binding Effect	19
13.8	Merger or Consolidation	19
13.9	Entire Plan	19

ARTICLE I

ESTABLISHMENT AND PURPOSE

Dominion Resources, Inc. (the "Company") established effective January 1, 2003, for the benefit of certain employees as described herein, the Dominion Resources, Inc. Security Option Plan (the "Plan"). The Plan is amended and restated effective as of July 13, 2004 to allow for the grant of Special Options and for other purposes.

ARTICLE II

REFERENCES, CONSTRUCTION AND DEFINITIONS

The Plan and all rights thereunder shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia. All references to time are Charlotte, North Carolina time. The following definitions will apply unless another definition is specifically provided in a grant agreement.

2.1  Administravive Committee means the Administrative Benefits Committee of Dominion Resources Services, Inc.

2.2  Administrator means Opt Capital or any successor entity designated by the Administrative Committee.

2.3  Affiliate means any corporation that is in a controlled group of corporations with the Company within the meaning of Section 414(b) of the Code.

2.4  Aggregate Fund Value means, with respect to a Fund Option as of any date, the aggregate of the Fund Values for such Fund Option.

2.5  Allocation means with respect to a Fund Option as of any date, the percentage allocation of the Fund Option's Aggregate Fund Value among the types of Funds on the Fund Menu.

2.6  Allocation Election means the Fund Optionholder's written election made in accordance with Article 5 specifying the Grant Date Allocation of Fund Options granted on or after the date such election takes effect. The election shall be in substantially the form the Administrative Committee prescribes.

2.7  Beneficiary means the Person designated by a Participant pursuant to Article 11 to become the Fund Optionholder of specified Fund Options owned by the Participant upon the death of such Participant. If, however, there has been no such designation or an invalid designation, Beneficiary means the Person who becomes the Fund Optionholder pursuant to Section 11.2.

2.8  Board means the board of directors of the Company.

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2.9  Business Day means any day on which the New York Stock Exchange is open for business.

2.10  Cause means (i) fraud or material misappropriation with respect to the business or assets of the Company, (ii) persistent refusal or willful failure of the Participant to perform substantially his duties and responsibilities to the Company, which continues after the Participant receives notice of such refusal or failure, (iii) conviction of a felony or crime involving moral turpitude, or (iv) the use of drugs or alcohol that interferes materially with the Participant's performance of his duties.

2.11  Change of Control means the occurrence of any of the following events:

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

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

(c)  With respect to a particular Participant, an event occurs with respect to the Participant's employer such that, after the event, the Participant's employer is no longer an Affiliate of the Company.

2.12  Code means the Internal Revenue Code of 1986, as amended.

2.13  Company means Dominion Resources, Inc., and any successor business by merger, purchase, or otherwise that maintains the Plan.

2.14  Compensation means a Participant's base salary, cash incentive pay and other cash compensation from the Company, including bonuses and pre-scheduled one-time performance-based payments. The Administrative Committee may determine whether to include or exclude an item of income from Compensation.

2.15  Deferral Election Form means the Form that a Participant uses to elect to defer Compensation pursuant to Article 3.

2.16  Deferred Compensation Plan means the Dominion Resources, Inc. Executives' Deferred Compensation Plan.

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2.17  Disability means the Participant has a condition that renders the Participant eligible for benefits under the Company's long-term     disability plan or program applicable to the Participant.

2.18  Disability Termination means a Participant's Termination of Employment on account of Disability.

2.19  Effective Date is January 1, 2003.

2.20  Election Cutoff Time is 4 p.m. for elections made electronically to the Administrator, and 10:00 a.m. for elections communicated to the Administrator in person or via telephone, facsimile, email, or mail.

2.21  Election Date means the date by which an Employee must submit a valid Deferral Election Form. For each Plan Year, the Election Date shall be December 31 for deferrals of base salary, annual cash incentive award, long-term cash incentive payments and pre-scheduled one-time cash payments, unless the Administrative Committee sets an earlier Election Date. For a rollover election under Section 3.4(a), the Election Date shall be December 31, 2002 (unless the Administrative Committee sets an earlier Election Date) and such additional dates as established by Administrative Committee. The Election Date under Section 3.4(a) shall be not later than either (i) at least six (6) months prior to the commencement of the receipt of benefits under the Deferred Compensation Plan or (ii) at least one (1) month prior to the commencement of the receipt of benefits under the Deferred Compensation Plan if the election is appr oved by the Administrative Committee in its absolute discretion. For a rollover election under Section 3.4(b), the Election Date shall be either (i) at least six (6) months prior to the commencement of the receipt of benefits under the Supplemental Retirement Plan or (ii) at least one (1) month prior to the commencement of the receipt of benefits under the Supplemental Retirement Plan if the election is approved by the Administrative Committee in its absolute discretion.

2.22  Employee means an individual who is employed by a Participating Company on a full-time salaried basis and whose terms and conditions of employment are not covered by a collective bargaining agreement.

2.23  Exercise means, with respect to a Fund Option, the Fund Optionholder's exercise of the right to purchase all or part of the Fund Option's Funds that are Vested.

2.24  Exercise Election means the Fund Optionholder's written Exercise election made in accordance with Article 5, and which is in substantially the form the Administrative Committee prescribes.

2.25  Expiration means the occurrence of the Fund Option's Expiration Date without an Exercise.

2.26  Expiration Date means the date of Expiration of a Fund Option as provided in Section 6.2.

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2.27  Forfeiture means, with respect to a Participant who incurs a Termination of Employment, the amount of the Participant's Unvested Shares that are forfeited by the Participant.

2.28  Fund means an open-end investment company that is registered as such under the Investment Company Act of 1940.

2.29  Fund Menu means the menu of Funds, as approved from time to time by the Committee, that can serve as Funds for Fund Options. At its sole discretion, the Committee may change the number and type of Funds at any time and may establish procedures for the transition between Funds.

2.30  Fund Option means each discrete bundle of rights the Participating Company grants to a Participant under this Plan to purchase a specified Fund, when Vested, at a specified Strike Price, subject to any conditions set forth in this Plan or in a Fund Option Agreement that applies to the Fund Option.

2.31  Fund Optionholder means, with respect to a Fund Option, the Person who is the beneficial owner of the Fund Option and the Fund Option's entitlements, including any rights the Fund Option gives the Fund Optionholder to Exercise the Fund Option, to allocate or reallocate the Funds of the Fund Options, or to assign the Fund Option.

2.32  Fund Return means, with respect to a Fund Option, the rate of growth or decline of the Fund Option's Aggregate Fund Value.

2.33  Fund Value means, with respect to one type of Fund of a Fund Option as of any date, the aggregate of the Share Values of such Fund.

2.34  Grant means the Participating Company's issuance or grant of a Fund Option to a Participant.

2.35  Grant Date means the date the Fund Option is granted to a Participant under Section 4.2.

2.36  Indexed Strike Price means, as of the Grant Date, 90% of the Grant Date Aggregate Fund Value. Each Business Day after the Grant Date, the Indexed Strike Price is adjusted by the Indexed Strike Price Adjustment Factor.

2.37  Indexed Strike Price Adjustment Factor means, with respect to a Fund Option, the Fund Return.

2.38  Issuer means, with respect to a Fund, the Person that issues the Fund.

2.39  Minimum Strike Price means, with respect to a Fund Option, 25% of the Grant Date Aggregate Fund Value.

Page 4

2.40  Participant means, as of any date, any Employee who has received one or more Fund Options from the Participating Company and any part of such Fund Options has not expired.

2.41  Participating Company means the Company and all Affiliates, unless the Administrative Committee determines that the Affiliate should not participate in the Plan. All Affiliates are deemed to have adopted the Plan. By its participation in the Plan, a Participating Company shall be deemed to appoint the Company its exclusive agent to exercise on its behalf all of the power and authority conferred by the Plan upon the Company and accept the delegation to the Administrative Committee of all the power and authority conferred upon it by the Plan. The authority of the Company to act as such agent shall continue until the Plan is terminated as to the Participating Company. The term "Participating Company" shall be construed as if the Plan were solely the Plan of such Participating Company, unless the context plainly requires otherwise.

2.42  Person means a natural person or any duly organized and validly existing entity such as a corporation, partnership, limited liability company, association or trust.

2.43  Plan means the Dominion Resources, Inc. Security Option Plan.

2.44  Plan Year means the calendar year.

2.45  Pre-Termination Death means the death of a Participant before a Termination of Employment, Retirement or Disability.

2.46  Reallocation Election means with respect to a Fund Option, the Fund Optionholder's written election, made in accordance with Article 5 specifying an Allocation for such Fund Option. The election shall be in substantially the form the Administrative Committee prescribes.

2.47  Retirement means Termination of Employment with receipt of early or normal retirement benefits under the Dominion Resources Retirement Plan or any other tax-qualified defined benefit retirement plan of the Company or an Affiliate in which the Participant participates.

2.48  Rollover Amount is an amount equal to the Participant's benefits in the Deferred Compensation Plan and/or the Supplemental Retirement Plan that the Participant has elected to rollover to this Plan by properly completing a Rollover Election Form.

2.49  Rollover Election Form means the form that a Participant uses to rollover benefits to this Plan that are either (i) payable in the form of a lump sum payment from a Supplemental Retirement Plan or (ii) held for the benefit of the Participant in the Deferred Compensation Plan.

2.50  Savings Plan means the Dominion Salaried Savings Plan.

2.51  Share means an equal undivided interest in the Fund, as established by the Issuer.

Page 5

2.52  Share Value means with respect to a Share as of any date the fair market value of the Share as of the close of business on such date, or, if such date is not a Business Day, the close of business on the Business Day immediately preceding.

2.53  Special Option means a Fund Option granted to a Participant at the discretion of the Company for any reason, including a Fund Option granted as a special performance award, as an inducement to initial or continued employment, or in lieu of a cash bonus or other compensation.

2.54  Spread means, with respect to a Fund Option as of any date, the excess, if any, of the Fund Option's Aggregate Fund Value as of such date over the Fund Option's Strike Price as of such date.

2.55  Strike Price means with respect to a Fund Option as of any date the greater of the Fund Option's Indexed Strike Price as of such date and the Fund Option's Minimum Strike Price as of such date.

2.56  Supplemental Retirement Plan means the Dominion Resources, Inc. Retirement Benefit Restoration Plan and/or the Dominion Resources, Inc. Executive Supplemental Retirement Plan, and any similar plan that is maintained by a Participating Company.

2.57  Surviving Spouse means the survivor of a deceased Fund Optionholder to whom such deceased Fund Optionholder was legally married (as determined by the Administrative Committee) immediately before the Fund Optionholder's death.

2.58  Termination of Employment means a termination of employment with the Participating Company or an Affiliate as determined by regular practices and policies of the Participating Company or Affiliate, unless otherwise provided by the Administrative Committee; provided, however, that the transfer of an Employee from employment by one Participating Company or an Affiliate to employment by another Participating Company or Affiliate shall not constitute a Termination of Employment.

2.59  Trust means the Dominion Resources, Inc. Executive Security Trust.

2.60  Unvested Shares means with respect to a Fund Option as of a given date the Shares of Funds that are not Vested.

2.61  Vested means a Fund Option that is nonforfeitable and that can be exercised at any time by the Fund Optionholder.

ARTICLE III

ELIGIBILITY AND ELECTIONS

3.1  Eligibility . Any Employee with a base salary in excess of $100,000 as of September 1 prior to each Election Date or any Employee designated by the Administrative Committee shall be eligible to become a Participant in the Plan. Any Employee who receives the grant of a Special Option shall be a Participant in the Plan.

Page 6

3.2  Deferral Election .An Employee may elect on or before the Election Date to defer receipt of a portion of the Employee's Compensation for the following Plan Year. Except as provided in Section 3.2(b), an Employee may elect a deferral for any Plan Year only if he or she is an Employee on the Election Date for that Plan Year. The following provisions apply to deferral elections:

1. A Participant may defer up to 50% of the Participant's base salary and up to 85% of the Participant's annual cash incentive award, long-term cash incentive payments and pre-scheduled one-time cash payments. The maximum deferrals to this Plan shall be reduced by any deferrals that the Participant has elected to defer to the Deferred Compensation Plan or any other deferred compensation plan of the Company. Compensation for deferrals under the Savings Plan shall be based on a Participant's Compensation after any deferrals made under this Plan or the Deferred Compensation Plan.
2. Before each Plan Year's Election Date, each eligible Employee shall be provided with a Deferral Election Form. Except as provided below, a deferral election shall be valid only when the Deferral Election Form is completed, signed by the electing Employee, and received by the Administrative Committee on or before the Election Date for that Plan Year. If an Employee becomes eligible to Participate in the Plan during a Plan Year due to designation by the Committee under Section 3.1, the Employee may make a deferral election by completing a Deferral Election Form within 30 days of becoming eligible to participate in the Plan. The deferral election will be effective for periods after the Administrative Committee receives it. An Employee may not revoke a Deferral Election Form after the Plan Year begins, except that an Employee may revoke a Deferral Election Form within 30 days following a Change of Control.
3. The Administrative Committee may reject any Deferral Election Form that does not conform to the provisions of the Plan. If the Administrative Committee rejects a Deferral Election Form, the Employee shall be paid the amounts the Employee would have been entitled to receive if the Employee had not submitted the Deferral Election Form.
4. Except as provided in Section 3.2(b), an Employee who has not submitted a valid Deferral Election Form to the Administrative Committee on or before the relevant Election Date may not defer any part of the Employee's Compensation for the Plan Year.

3.3 Match With respect to each Plan Year, the Participating Company may issue to each eligible Participant a Fund Option with a Grant Date Spread equal to the Match (as defined below), unless the Company has elected to contribute the Match to the Deferred Compensation Plan or another deferred compensation plan of the Company.

Page 7

1. To be eligible for this Grant, a Participant must meet all of the following criteria:

1. be employed on December 31 or have a Termination of Employment during the Plan Year due to Retirement, death or Disability;
2. have made salary deferrals to the Dominion Savings Plan for the Plan Year;
3. have base salary for the Plan Year in excess of the dollar limit for the Plan Year under Code section 401(a)(17); and
4. the amount of the Match must exceed $500.

b. The amount of the Match will be determined under the following formula: Excess Compensation times Deferral Percentage times Match Percentage. The terms in the formula have the following meanings.

1. Excess Compensation is the amount of the Participant's base salary for the Plan Year in excess of the dollar limit for the Plan Year under Code section 401(a)(17).
2. Deferral Percentage is the total of the Participant's salary deferrals to the Dominion Savings Plan for the Plan Year divided by the lesser of (i) the dollar limit for the Plan Year under Code section 401(a)(17), or (ii) the Participant's base salary for the Plan Year reduced by deferrals under this Plan and the Dominion Savings Plan. The Deferral Percentage may not exceed the maximum percentage of compensation on which the Participant would be eligible to receive a match by making a deferral under the Dominion Savings Plan for the Plan Year.
3. Match Percentage is the percentage of company match made with respect to the Participant's salary deferral to the Dominion Savings Plan.

3.4  Rollover Election.

a. A Participant who is also a Participant in the Deferred Compensation Plan may elect to rollover any amounts credited to the Participant's accounts in the Deferred Compensation Plan to this Plan by executing a Rollover Election Form by the Election Date.

b. Participant in a Supplemental Retirement Plan who elects to receive a lump sum payment of benefits under the Supplemental Retirement Plan may also elect to rollover the calculated Rollover Amount to this Plan by executing a Rollover Election Form by the Election Date.

ARTICLE IV

FUND OPTION GRANTS AND VESTING

4.1  Fund Options Fund Options are granted to eligible Participants under the Plan and provide such Participants with the opportunity to purchase units of the Funds shown on the current Fund Menu. A Fund Option shall be granted with a Grant Date Spread equal to (i) the amount of the Participant's Compensation that the Participant has elected to defer under a Deferral Election Form; (ii) the amount of the Match; (iii) the Rollover Amount, or (iv) the amount determined by the Company for a Special Option. The specific terms of the Fund Options are referred to in this Plan and may be subject to such additional terms that are set forth in the Fund Option Agreement.

Page 8

4.2  Fund Option Issuance Fund Options will be granted to eligible Participants on the following Grant Dates: (i) with respect to a Deferral Election, the date that the payment of Compensation would have been made to the Participant; (ii) with respect to the Match, the date determined by the Administrative Committee; (iii) with respect to the Rollover Amount, the date designated on the Rollover Election Form for the rollover; or (iv) with respect to a Special Option, the date designated by the Company; provided such days are Business Days, otherwise the Grant shall be made on the first Business Day thereafter.

4.3  Vesting All Fund Options shall be fully Vested, unless otherwise provided in a Participant's Fund Option agreement. If vesting dates are set forth in a Participant's Fund Option agreement, an Employee must be employed by a Participating Company on such dates to vest in a Fund Option. In addition, all Fund Options are fully Vested on the Employee's Retirement, Pre-Termination Death, or Change of Control. All Fund Options with respect to all Unvested Shares shall terminate on the Employee's Termination of Employment, unless otherwise provided by the Administrative Committee.

ARTICLE V

ALLOCATIONS

5.1  The Allocation Election At any time before a Fund Option is granted, the Fund Optionholder may specify the Fund Option's Grant Date Allocation. Such specification shall be made by the Fund Optionholder's filing of an Allocation Election with the Administrator. The election shall specify a Grant Date Allocation for all Fund Options. The election establishes the Grant Date Allocation of Fund Options granted on or after the effective date of the election. The election shall remain in effect until the effective date of a new Allocation Election.

5.2  The Reallocation Election At any time, a Fund Optionholder may specify the Allocation for a Fund Option. Such specification shall be made by the Fund Optionholder's filing of a Reallocation Election with the Administrator. The election shall specify an Allocation for all Fund Options. The election establishes the Allocation as of the effective date of the election.

5.3  Procedures All Allocation specifications shall be in whole percentage increments. If the Administrator receives an Allocation Election or a Reallocation Election on a day that is not a Business Day, the effective date of the election shall be the immediately following Business Day. If the Administrator receives an election before the Election Cutoff Time on a Business Day, the effective date shall be such Business Day. If the Administrator receives an election after the Election Cutoff Time on a Business Day, the effective date shall be the immediately following Business Day.

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ARTICLE VI

EXERCISES

6.1  Exercise On any Business Day prior to the Fund Option's Expiration Date, the Fund Optionholder can Exercise any Vested Fund Option.

6.2  Expiration Date To the extent Vested, a Participant may Exercise a Fund Option as long as the Participant remains an Employee of the Company or an Affiliate. Except as otherwise provided in a Fund Option, the Expiration Date of all Vested Fund Options shall be the first occurrence of any of the following events:

1. In the event of Retirement or Disability Termination: the last day of the 120^th consecutive month following such Retirement or Disability Termination.
2. In the event of Pre-Termination Death: the last day of the 24th consecutive month following such Pre-Termination Death unless the Employee is eligible for Retirement at the time of death, in which case, the last day of the 120^th consecutive month following such death.
3. In the event of Termination of Employment without Cause other than a Disability Termination (except as provided in 6.2(e)): the last day of the 12th month following such Termination of Employment.
4. In the event of Termination of Employment with Cause by the Company or an Affiliate (except as provided in 6.2(e)): the last day of the 90th consecutive day period following such Termination of Employment.
5. In the event of a Termination of Employment of the Participant by the Company or an Affiliate within 36 months after a Change of Control: the last day of the 120^th consecutive month following such Termination of Employment.

6.3  Procedures and Timing

1. To Exercise a Fund Option in whole or in part, the Fund Optionholder must file with the Administrator an Exercise Election, properly completed and duly executed by the Fund Optionholder, specifying the amount of Spread desired, together with payment of the Strike Price related to the desired Spread. Notwithstanding the foregoing, the Administrative Committee may, in the exercise of its discretion, allow a deemed payment of the Strike Price, and require that an Exercise Election be filed and direct that the amount of Spread be paid pursuant to such election.
2. If the Administrator receives an Exercise Election on a day that is not a Business Day, the Exercise date shall be the immediately following Business Day. If the Administrator receives an Exercise Election before the Election Cutoff Time, the Exercise date shall be such Business Day. If the Administrator receives an Exercise Election after the Election Cutoff Time on a Business Day, the Exercise date shall be the immediately following Business Day.

Page 10

3. The Share Value for all purposes related to an Exercise shall be based on the Exercise date.
4. The Participating Company shall make settlement with respect to an Exercise as soon as administratively practicable after the Exercise date. The Fund Optionholder is not entitled to interest for the time that elapses between the Exercise date and the settlement date. The Participating Company is not liable for any change in Fund Values for the time that elapses between the Exercise date and the settlement date. To make settlement, the Participating Company shall deliver to the Fund Optionholder the Shares of the Funds that are subject to the Exercise. If the Administrative Committee allows a deemed payment of the Strike Price, the Participating Company may settle its obligations with respect to the Exercise by delivering Shares of the Funds with an Aggregate Fund Value as of the Exercise date equal to the Spread being exercised, less applicable withholding. At its sole discretion, the Participating Company may make settlement by delivery to the Fund Optionholder of cash equal to the Share Value of the Sh ares of the Fund that otherwise would have been delivered.
5. A partial Exercise of a Fund Option shall not affect the Fund Optionholder's Exercise rights with respect to the remainder of the Fund Option. On a partial Exercise of a Fund Option that is less than 100% Vested, the Vested portion of the Fund Option shall be adjusted to reflect the Exercise.
6. In no event shall an Exercise be permitted if the Spread to be exercised is less than $5,000 unless all of the Spread on all Vested Fund Options is being exercised.
7. Whenever payment is made pursuant to the Exercise of a Fund Option, all tax withholding shall be made by means of tax withholding from the Fund Shares covered by the Exercise.

6.4  Payments to Beneficiary If a Fund Optionholder entitled to a benefit under this Article 6 dies before payment of the benefit is made, then payment of the benefit shall be made to such Fund Optionholder's Beneficiary.

ARTICLE VII

FORFEITURES AND EXPIRATIONS

7.1  Forfeitures Upon the occurrence of a Forfeiture, the Fund Option or portion of the Fund Option subject to the Forfeiture shall be canceled, and the Fund Optionholder of the Fund Option shall have no rights with respect to the canceled Fund Option, or the portion of the Fund Option canceled, as the case may be. If less than all of a Fund Option is canceled, then the Forfeiture shall be allocated among the Fund Option's Funds in the same proportion as the Fund Option's Fund Allocation as of the Business Day immediately preceding the date of Forfeiture.

Page 11

7.2  Expirations In the event of an Expiration of a Fund Option, the Fund Option shall be canceled and the Fund Optionholder shall have no right with respect to the canceled Fund Option.

ARTICLE VIII

FUND OPTION VALUATION

8.1  Funds Each Business Day, the Administrator shall calculate and record, or cause to be calculated and recorded, the following with respect to each Fund Option: (i) the Share Value with respect to each Fund, (ii) the number of Unvested Shares with respect to each Fund, and (iii) the number of Vested Shares with respect to each Fund. The Shares of a Fund shall be allocated among the Unvested Shares and Vested Shares in the same proportion that the Aggregate Fund Value for Unvested Shares and Vested Shares, as the case may be, bears to the Aggregate Fund Value. In calculating the number of Shares, the following transactions shall be accounted for as follows:

1. Upon the Grant of a Fund Option, there shall be calculated and recorded (i) the number of Unvested Shares of each Fund, and (ii) the number of Vested Shares of each Fund.
2. Upon an Exercise of the Fund Option, there shall be subtracted the number of Shares of each Fund transferred or deemed transferred pursuant to the Exercise. An Exercise Election shall be applied to the Fund Optionholder's Fund Options according to the following protocol:

1. A Fund Option is "in-the-money" if it has a positive Spread.
2. The "in-the-money" Fund Option with the nearest Expiration Date is exercised first to the extent necessary to fulfill the Exercise Election (if there is more than one such Fund Option, the Fund Options are exercised pro rata), and if such Fund Option(s) is insufficient, then the "in-the-money" Fund Option(s) with the second nearest Expiration Date is exercised to the extent necessary to fulfill the Exercise Election, and if such Fund Option(s) is insufficient the process continues with "in-the-money" Fund Options as necessary to fulfill the Exercise Election;
3. If the "in-the-money" Fund Options are insufficient to fulfill the Exercise Election, the Administrator shall notify the Fund Optionholder of the shortfall.

c. Upon a Forfeiture or Expiration of the Fund Option, there shall be subtracted the Shares of each Fund that are subject to the Forfeiture or Expiration.

d. Upon the Issuer's payment of a dividend consisting of cash or property other than Shares with respect to a Fund of the Fund Option, there shall be added to the Fund Option additional Shares of the Fund with a Grant Date Spread equal to the value of the dividend.

Page 12

e. Upon the Issuer's payment of a dividend consisting of Shares with respect to a Fund of the Fund Option, there shall be added to the Fund Option the number of Shares deemed to be distributed with respect to the Fund.

f. Upon a stock split or recapitalization whereby the Issuer distributes new Shares of a Fund in exchange for the cancellation of existing Shares of the Fund, there shall be subtracted the number of Shares of the Fund that are canceled and there shall be added the number of Shares of the Fund deemed to be received in exchange therefore.

g. Upon the filing of a Reallocation Election affecting the Fund Option, there shall be added or subtracted, as the case may be, the appropriate number of Shares of each Fund affected.

h. Upon an increase in the Vested percentage of the Fund Option, the number of Unvested Shares of each Fund shall be reduced as required and a like number of Shares added to the number of Vested Shares of each Fund, as applicable.

8.2  Indexed Strike Price Each Business Day, the Administrator shall calculate and record, or cause to be calculated and recorded, the Indexed Strike Price with respect to each Fund Option. In calculating the Indexed Strike Price, the following transactions shall be accounted for as follows:

1. Upon a Grant, the Indexed Strike Price shall be calculated and recorded.
2. There shall be an increase (decrease) equal to the Indexed Strike Price Adjustment Factor of the Fund Option since the last preceding Business Day.
3. Upon an Exercise, if the Indexed Strike Price is greater than or equal to the Minimum Strike Price, the amount of the Strike Price received or deemed to be received pursuant to the Exercise of the Fund Option shall be subtracted from the Indexed Strike Price. If the Indexed Strike Price is less than the Minimum Strike Price, the Indexed Strike Price shall be reduced by an amount that bears the same proportion to the Indexed Strike Price immediately before the reduction as the Strike Price received or deemed to be received pursuant to the Exercise of the Fund Option bears to the total Strike Price immediately preceding such Exercise.
4. Upon a Forfeiture or Expiration of the Fund Option, the Indexed Strike Price shall be reduced by an amount that bears the same proportion to the Indexed Strike Price before such reduction as the Aggregate Fund Value of the Forfeiture or Expiration bears to the Fund Option's Aggregate Fund Value immediately preceding the Forfeiture or Expiration.

8.3  Minimum Strike Price Upon a Grant, the Administrator shall calculate and record, or cause to be calculated and recorded, the Minimum Strike Price with respect to each Fund Option. In keeping track of the Minimum Strike Price, the following transactions shall be accounted for as follows:

1. Upon an Exercise, if the Minimum Strike Price is greater than or equal to the Indexed Strike Price, the amount of the Strike Price received or deemed to be received pursuant to the Exercise of the Fund Option shall be subtracted from the Minimum Strike Price. If the Minimum Strike Price is less than the Indexed Strike Price, the Minimum Strike Price shall be reduced by an amount that bears the same proportion to the Minimum Strike Price immediately before the reduction as the Strike Price received or deemed to be received pursuant to the Exercise of the Fund Option bears to the total Strike Price immediately preceding such Exercise.

Page 13

2. Upon a Forfeiture or Expiration of the Fund Option, the Minimum Strike Price shall be reduced by an amount that bears the same proportion to the Minimum Strike Price before such reduction as the Aggregate Fund Value of the Forfeiture or Expiration bears to the Fund Option's Aggregate Fund Value immediately preceding the Forfeiture or Expiration.

ARTICLE IX

COMPANY'S OBLIGATIONS

9.1  Unfunded Plan The Plan shall be unfunded. The Company shall not be required to segregate any assets that at any time represent a benefit. The Company may deposit funds with the trustee of the Trust (or such similar trust that is maintained or established by the Company) to provide the benefits to which Participants and Beneficiaries may be entitled under the Plan. The funds deposited with the trustee of such trust, and the earnings thereon, will be dedicated to the payment of benefits under the Plan but shall remain subject to the claims of the general creditors of the Company. Any liability of the Company to a Participant or Beneficiary under this Plan shall be based solely on contractual obligations that may be created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.

9.2  Change of Control Notwithstanding the foregoing, in the event of a Change of Control, the Company shall, immediately prior to a Change of Control, make an irrevocable contribution to the trust so that the amount held in trust is equal to 105% of the amount that is sufficient to pay each Participant and Beneficiary the benefits to which they would be entitled, and for which each Participating Company is liable, pursuant to the terms of the Plan as in effect on the date on which the Change of Control occurred. The amount of such contribution exceeding the amount required to pay benefits under the Plan shall be used to pay administrative costs of the trust and to reimburse any Participant who incurs legal fees as a result of an attempt to enforce the terms of the Plan against an acquirer of the Company.

ARTICLE X

ADMINISTRATION OF THE PLAN

10.1  Powers and Duties of the Administrative Committee The Plan shall be administered by the Administrative Committee. The Administrative Committee shall interpret the Plan, establish regulations to further the purposes of the Plan and take any other action necessary to the proper operation of the Plan. Prior to paying a benefit under the Plan, the Administrative Committee may require the Participant, former Participant or Beneficiary to provide such information or material as the Administrative Committee, in its sole discretion, shall deem necessary to make any determination it may be required to make under the Plan. The Administrative Committee may withhold payment of a benefit under the Plan until it receives all such information and material and is reasonably satisfied of its correctness and genuineness. The Administrative Committee may delegate all or any of its responsibilities and powers to any Pe rsons selected by it, including designated officers or Employees of the Company.

Page 14

10.2  Agents The Administrative Committee may engage such legal counsel, certified public accountants and other advisers and service providers, who may be advisers or service providers for the Participating Company or an Affiliate, and make use of such agents and personnel of the Company, as it shall require or may deem advisable for purposes of the Plan. The Administrative Committee may rely upon the written opinion of any legal counsel or accountants engaged by the Administrative Committee. The Administrative Committee may delegate to the Administrator, any agent or to any subcommittee or member of the Administrative Committee its authority to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time at the discretion of the Administrative Committee.

10.3  Claims for Benefits If for any reason a benefit payable under this Plan is not paid when due, the Participant or Beneficiary may file a written claim with the Administrative Committee. If the claim is denied or no response is received within forty-five (45) days after the date on which the claim was filed with the Administrative Committee (in which case the claim will be deemed to have been denied), the Participant or Beneficiary may appeal the denial to the Administrative Committee within sixty (60) days of receipt of written notification of the denial or the end of the forty-five day period, whichever occurs first. In pursuing an appeal, the Participant or Beneficiary may request that the Administrative Committee review the denial, may review pertinent documents, and may submit issues and documents in writing to the Administrative Committee. A decision on appeal will be made within sixty (60) days aft er the appeal is made, unless special circumstances require the Administrative Committee to extend the period for another sixty (60) days.

10.4  Hold Harmless To the maximum extent permitted by law, no member of the Administrative Committee shall be personally liable by reason of any contract or other instrument executed by such member or on such member's behalf in such member's capacity as a member of the Administrative Committee nor for any mistake of judgment made in good faith, and the Participating Company shall indemnify and hold harmless, directly from its own assets (including the proceeds of any insurance policy the premiums of which are paid from the Company's own assets), each member of the Administrative Committee and each other officer, employee, or director of the Participating Company or an Affiliate to whom any duty or power relating to the administration or interpretation of the Plan against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Partici pating Company) arising out of any act or omission to act in connection with the Plan unless arising out of such person's own fraud or bad faith.

10.5  Service of Process The Secretary of the Participating Company or such other person designated by the Board shall be the agent for service of process under the Plan.

10.6  Form of Administration To the extent authorized by the Administrative Committee, any action required to be taken by a Fund Optionholder may be taken in writing, by electronic transmission, by telephone, or by facsimile, except for a beneficiary designation which must be in writing.

Page 15

ARTICLE XI
DESIGNATION OF BENEFICIARIES

11.1  Beneficiary Designation Every Fund Optionholder shall file with the Administrator a Beneficiary designation, substantially in the form prescribed by the Administrative Committee, of one or more Persons as the Beneficiary who shall be entitled to become the Fund Optionholder of Fund Options held by the Participant upon the Participant's death. A Participant may from time to time revoke or change such Beneficiary designation without the consent of any prior Beneficiary by filing a new designation with the Administrator, except where the consent of another person is required by law. The last such designation received by the Administrator shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Administrator prior to the Participant's death, and in no event shall it be effective as of any date prior to such receipt. All deci sions of the Administrative Committee concerning the effectiveness of any Beneficiary designation, and the identity of any Beneficiary, shall be final.

11.2  Failure to Designate Beneficiary If no Beneficiary designation is in effect at the time of a Participant's death, the Fund Options, if any, held by the Participant at the Participant's death shall be transferred to the Participant's surviving spouse, if any, or if the Participant has no surviving spouse, to the Participant's estate. A Participant's surviving spouse is the Person to whom the Participant was legally married (as determined by the Administrative Committee) immediately before the Participant's death. If the Administrative Committee is in doubt as to the right of any Person to receive such Fund Options, the Administrative Committee may direct the Participating Company to withhold payment, without liability for any interest thereon, until the rights thereto are determined, or the Administrative Committee may direct the Participating Company to pay any such amount into any court of appropriate jurisdiction and such payment shall be a complete discharge of the liability of the Participating Company therefor.

ARTICLE XII

AMENDMENT OR TERMINATION OF THE PLAN

12.1  Right to Amend or Terminate Plan The Board reserves the right at any time through action of its Organization, Compensation and Nominating Committee to amend or terminate the Plan, in whole or in part, and for any reason and without the consent of any Participating Company, Participant or Beneficiary. Each Participating Company by its participation in the Plan shall be deemed to have delegated this authority to the Board. At its discretion, the Organization, Compensation and Nominating Committee may delegate all or part of its authority to amend the Plan to the Administrative Committee.

In no event shall an amendment or termination modify, reduce or otherwise affect the Participating Company's obligations under the Plan, as such obligations are defined under the provisions of the Plan existing immediately before such amendment or termination.

Page 16

12.2  Notice Notice of any amendment or termination of the Plan shall be given by the Administrative Committee to all Participating Companies.

ARTICLE XIII

GENERAL PROVISIONS AND LIMITATIONS

13.1  No Right to Continued Employment Nothing contained in the Plan shall give any Employee the right to be retained in the employment of any Participating Company or Affiliate or affect the right of any such employer to dismiss any Employee. The adoption and maintenance of the Plan shall not constitute a contract between any Participating Company and Employee or consideration for, or an inducement to or condition of, the employment of any Employee.

13.2  Payment on Behalf of Payee If the Administrative Committee shall find that any person to whom any amount is payable under the Plan is unable to care for such person's affairs because of illness or accident, or is a minor, or has died, then any payment due such person or such person's estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Administrative Committee so elects in its sole discretion, be paid to such person's spouse, a child, a relative, an institution maintaining or having custody of such person, or any other person deemed by the Administrative Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Plan and the Participating Company therefor.

13.3  Nonalienation.

1. Subject to Section 13.3(b), no Fund Option, interest, expectancy, benefit, payment, claim or right of any Participant or Fund Optionholder under the Plan shall be (a) subject in any manner to any claims of any creditor of the Participant or Fund Optionholder, (b) subject to the debts, contracts, liabilities or torts of the Participant or Fund Optionholder or (c) subject to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind. If any Person shall attempt to take any action contrary to this Section, such action shall be null and void and of no effect, and the Administrative Committee and the Participating Company shall disregard such action and shall not in any manner be bound thereby and shall suffer no liability on account of its disregard thereof. If the Participant or Fund Optionholder, or any other beneficiary hereunder shall become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber , or charge any right hereunder, then such right or benefit shall, in the discretion of the Administrative Committee, cease and terminate, and in such event, the Administrative Committee may hold or apply the same or any part thereof for the benefit of the Participant or Fund Optionholder or the spouse, children, or other dependents of the Participant or Fund Optionholder, or any of them, in such manner and in such amounts and proportions as the Administrative Committee may deem proper.

Page 17

2. Notwithstanding Section 13.3(a), a Participant may at any time prior to death assign by gift a Fund Option to the Participant's spouse, adult children or a trust for the benefit of the Participant, the Participant's spouse or adult children. The Participant may also assign by gift a Fund Option to a tax-exempt entity as defined in Code Section 501(c)(3). Notwithstanding the foregoing, such an assignment shall be permitted only if (i) the Participant is 100% Vested in the Fund Option, and (ii) the assignment is made by gift for which the Participant receives no consideration for the assignment. Any such assignment shall be evidenced by an appropriate written document executed by the Participant and a copy delivered to the Committee in advance of the effective date of the assignment. In the event of such an assignment, the assignee shall become the Fund Optionholder of the Fund Option and shall be entitled to all the rights of the Participant with respect to the assigned Fund Option, and such Fund Option s hall continue to be subject to all of the terms, conditions and restrictions applicable to the Fund Option, as set forth in the Plan.

13.4  Missing Payee If the Administrative Committee cannot ascertain the whereabouts of any person to whom a payment is due under the Plan, and if, after five years from the date such payment is due, a notice of such payment due is mailed to the last known address of such person, as shown on the records of the Administrative Committee or the Company, and within three months after such mailing such person has not made written claim therefor, the Administrative Committee, if it so elects, after receiving advice from counsel to the Plan, may direct that such payment and all remaining payments otherwise due to such person be canceled on the records of the Plan and the amount thereof forfeited, and upon such cancellation, the Participating Company shall have no further liability therefor, except that, in the event such person later notifies the Administrative Committee of such person's whereabouts and requests the payment or payments due to such person under the Plan, the amounts otherwise due but unpaid shall be paid to such person without interest for late payment.

13.5  Required Information Each Participant shall file with the Administrative Committee such pertinent information concerning himself or herself, such Participant's Beneficiary, or such other person as the Administrative Committee may specify, and no Participant, Beneficiary, or other person shall have any rights or be entitled to any benefits under the Plan unless such information is filed by or with respect to the Participant.

13.6  No Trust or Funding Created The obligations of the Participating Company to make payments hereunder shall constitute a liability of the Participating Company to a Participant or Beneficiary, as the case may be. Such payments shall be made from the general funds of the Participating Company, and the Participating Company shall not be required to establish or maintain any special or separate fund, or purchase or acquire life insurance on a Participant's life, or otherwise to segregate assets to insure that such payment shall be made, and neither a Participant nor a Beneficiary shall have any interest in any particular asset of the Participating Company by reason of its obligations hereunder. Nothing contained in the Plan shall create or be construed as creating a trust of any kind or any other fiduciary relationship between the Participating Company and a Participant or any other person. The rights and cl aims of a Participant or a Beneficiary to a benefit provided hereunder shall have no greater or higher status than the rights and claims of any other general, unsecured creditor of the Participating Company.

Page 18

13.7  Binding Effect Obligations incurred by the Participating Company pursuant to this Plan shall be binding upon and inure to the benefit of the Participating Company, its successors and assigns, and the Participant and the Participant's Beneficiary.

13.8  Merger or Consolidation In the event of a merger or a consolidation by the Participating Company with another corporation, or the acquisition of substantially all of the assets or outstanding stock of the Participating Company by another corporation, then and in such event the obligations and responsibilities of the Participating Company under this Plan shall be assumed by any such successor or acquiring corporation, and all of the rights, privileges and benefits of the Participants and Beneficiaries hereunder shall continue.

13.9  Entire Plan The Plan document, and any written amendments thereto, contain all the terms and provisions of the Plan and shall constitute the entire Plan.

Page 19

EX-10.2

Exhibit 10.2

AMENDMENT TO DOMINION RESOURCES, INC.

EXECUTIVES' DEFERRED COMPENSATION PLAN

AMENDMENT to the Dominion Resources, Inc. Executives' Deferred Compensation Plan as amended and restated effective January 1, 2003 (the "Plan") and subsequently amended.

The following amendments shall be effective as of July 13, 2004

1. Section 1(o) is amended to read as follows:

"(e) Deferred Benefit means the benefit available to a Participant who has executed a valid Deferral Election Form or Rollover Election Form or who has received a Special Contribution under Section 10."

2. Sections 1(hh) and 1(ii) are renumbered as 1(ii) and 1(jj) respectively and a new Section 1(hh) is added to read as follows:

"(hh) Special Contribution means an amount deemed to be contributed on behalf of a Participant by the Company pursuant to Section 10.

3. Section 6 of the Plan is amended by designating the current provisions of Section 6 as subsection (a) and adding a new subsection (b) to read as follows:

"(b) A Participant who has elected to receive a single lump sum payment of benefits under the Plan may also elect to rollover the entire lump sum payment to the Dominion Resources, Inc. Security Option Plan by executing an appropriate election. The rollover shall be made in lieu of the lump sum payment and at the time when the lump sum payment otherwise would have been made. Except as provided by the Administrative Benefits Committee for transition upon the adoption of this election, the election must be made at least six months prior to the date on which the Participant becomes entitled to the lump sum payment. The rollover election shall not apply to any amount payable in the form of DRI Stock."

4. A new Section 10 is added to the Plan and all following sections are renumbered accordingly and cross references to those sections are amended to conform to the renumbering:

"10. Special Contribution

At the discretion of the Company for any reason, the Company may make a Special Contribution to the Plan on behalf of a Participant. The Special Contribution may be made for any reason, including as a special performance award, as an inducement to initial or continued employment, or in lieu of a cash bonus or other compensation. A Special Contribution can be made in any amount determined by the Company. At its discretion, the Company may require that the Deferred Benefit from the Special Contribution shall remain deemed invested in DRI Stock until distribution. A Participant's Distribution Election Form and Beneficiary Election Form shall apply to the Deferred Benefit from the Special Contribution. The provisions of Section 4(d), (e) and (h) apply to the Deferred Benefit from a Special Contribution.

EX-10.3

Exhibit 10.3 

$1,500,000,000

3-YEAR CREDIT AGREEMENT

among

DOMINION RESOURCES, INC.,
VIRGINIA ELECTRIC AND POWER COMPANY,
CONSOLIDATED NATURAL GAS COMPANY,

The Several Lenders from Time to Time Parties Hereto,

JPMORGAN CHASE BANK,
as Administrative Agent,

BARCLAYS BANK PLC,
as Syndication Agent,

and

BANK OF AMERICA, N.A.
THE BANK OF NOVA SCOTIA AND
CITIBANK, N.A.

as Co-Documentation Agents

J.P. MORGAN SECURITIES INC. AND

BARCLAYS CAPITAL,

as Joint Lead Arrangers and Joint Bookrunners

Dated as of May 27, 2004

Table of Contents

		Page
SECTION 1. DEFINITIONS AND ACCOUNTING TERMS		1
	1.1   Definitions	1
	1.2   Computation of Time Periods; Other Definitional Provisions.	17
	1.3   Accounting Terms.	17
	1.4   Time.	17
SECTION 2. LOANS		18
	2.1   Revolving Loan Commitment.	18
	2.2   Method of Borrowing for Revolving Loans	20
	2.3   Funding of Revolving Loans	21
	2.4   Minimum Amounts of Revolving Loans	22
	2.5   Reductions of Revolving Loan Commitment	22
	2.6   Notes	22
SECTION 3. PAYMENTS		23
	3.1   Interest	23
	3.2   Prepayments	23
	3.3   Payment in Full at Maturity	24
	3.4   Fees	24
	3.5   Place and Manner of Payments	24
	3.6   Pro Rata Treatment	25
	3.7   Computations of Interest and Fees	25
	3.8   Sharing of Payments.	26
	3.9   Evidence of Debt	26
SECTION 4. ADDITIONAL PROVISIONS REGARDING LOANS		27
	4.1   Eurodollar Loan Provisions.	27
	4.2   Capital Adequacy	28
	4.3   Compensation	29
	4.4   Taxes	29
	4.5   Mitigation; Mandatory Assignment.	31
SECTION 5. LETTERS OF CREDIT		32
	5.1   L/C Commitment	32
	5.2   Procedure for Issuance of Letter of Credit	32
	5.3   Fees and Other Charges	33
	5.4   L/C Participations	33
	5.5   Reimbursement Obligation of the Borrower	34
	5.6   Obligations Absolute	34
	5.7   Letter of Credit Payments	35
	5.8   Applications	35
SECTION 6. CONDITIONS PRECEDENT		35
	6.1   Closing Conditions	35
	6.2   Conditions to Loans	37
SECTION 7. REPRESENTATIONS AND WARRANTIES		37
	7.1   Organization and Good Standing.	38
	7.2   Due Authorization	38
	7.3   No Conflicts	38
	7.4   Consents	38
	7.5   Enforceable Obligations	39
	7.6   Financial Condition	39
	7.7   No Default	39
	7.8   Indebtedness	39
	7.9   Litigation	39
	7.10   Taxes	39
	7.11   Compliance with Law	40
	7.12   ERISA	40
	7.13   Use of Proceeds	40
	7.14   Government Regulation	40
	7.15   Solvency	41
SECTION 8. AFFIRMATIVE COVENANTS		41
	8.1   Information Covenants	41
	8.2   Preservation of Existence and Franchises	42
	8.3   Books and Records	42
	8.4   Compliance with Law	43
	8.5   Payment of Taxes.	43
	8.6   Insurance	43
	8.7   Performance of Obligations	43
	8.8   ERISA	43
	8.9   Use of Proceeds	44
	8.10   Audits/Inspections	44
	8.11   Total Funded Debt to Capitalization	44
SECTION 9. NEGATIVE COVENANTS		44
	9.1   Nature of Business	44
	9.2   Consolidation and Merger	45
	9.3   Sale or Lease of Assets	45
	9.4   Limitation on Liens	45
	9.5   Fiscal Year	46
SECTION 10. EVENTS OF DEFAULT		46
	10.1   Events of Default	46
	10.2   Acceleration; Remedies.	48
	10.3   Allocation of Payments After Event of Default	49
SECTION 11. AGENCY PROVISIONS		50
	11.1   Appointment	50
	11.2   Delegation of Duties	51
	11.3   Exculpatory Provisions	51
	11.4   Reliance on Communications	51
	11.5   Notice of Default	52
	11.6   Non-Reliance on Administrative Agent and Other Lenders	52
	11.7   Indemnification	53
	11.8   Administrative Agent in Its Individual Capacity	53
	11.9   Successor Administrative Agent	53
SECTION 12. MISCELLANEOUS		54
	12.1   Notices	54
	12.2   Right of Set-Off; Adjustments	54
	12.3   Benefit of Agreement	55
	12.4   No Waiver; Remedies Cumulative	58
	12.5   Payment of Expenses, etc.	58
	12.6   Amendments, Waivers and Consents	59
	12.7   Counterparts; Telecopy	60
	12.8   Headings	60
	12.9   Defaulting Lender	60
	12.10   Survival of Indemnification and Representations and Warranties	60
	12.11   GOVERNING LAW	60
	12.12   WAIVER OF JURY TRIAL	60
	12.13   Severability	60
	12.14   Entirety	61
	12.15   Binding Effect	61
	12.16   Submission to Jurisdiction	61
	12.17   Confidentiality	62
	12.18   Designation of SPVs	62
	12.19   USA Patriot Act	63

SCHEDULES

Schedule 1.1A Commitment Percentages
Schedule 1.1B Eligible Dealers
Schedule 7.8 Indebtedness
Schedule 12.1 Notices

EXHIBITS

Exhibit 2.1(b)(ii) Form of Competitive Bid Request
Exhibit 2.2(a) Form of Notice of Borrowing
Exhibit 2.2(c) Form of Notice of Conversion/Continuation
Exhibit 2.6(a) Form of Revolving Loan Note
Exhibit 2.6(b) Form of Competitive Bid Loan Note
Exhibit 6.1(c) Form of Closing Certificate
Exhibit 6.1(f) Form of Legal Opinion
Exhibit 8.1(c) Form of Officer's Certificate
Exhibit 12.3 Form of Assignment Agreement

3-YEAR
CREDIT AGREEMENT

3-YEAR CREDIT AGREEMENT (this "Credit Agreement"), dated as of May 27, 2004 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a "Borrower" and collectively, the "Borrowers"), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a "Lender" and, collectively, the "Lenders"), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent"), BARCLAYS BANK PLC, as Syndication Agent, and BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and CITIBANK, N.A., as Co-Documentation Agents.

The parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS AND ACCOUNTING TERMS

1.1 Definitions

As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular:

"Absolute Rate Competitive Bid Loan" means a Competitive Bid Loan bearing interest at a fixed percentage rate per annum as requested by the relevant Borrower and as specified in the Competitive Bid made by the Lender in connection with such Competitive Bid Loan.

"Adjusted Base Rate" means with respect to any Borrower the Base Rate plus the Base Rate Interest Margin for the relevant Borrower.

"Adjusted Eurodollar Rate" means with respect to any Borrower the Eurodollar Rate plus the Eurodollar Rate Interest Margin for the relevant Borrower.

"Administrative Agent" means JPMorgan Chase Bank and any successors and assigns in such capacity.

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power (i) to vote 20% or more of the securities having ordinary voting power for the election of directors of such corporation or (ii) to direct or cause direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

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"Applicable L/C Floor Fee" means a fixed percentage based on the Borrower's Ratings, as set forth under the heading "Applicable L/C Floor Fee" in the table included in the definition of Interest Margin.

"Application" means an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter of Credit.

"Asset Swap Spread" for any Borrower on any day means the amount in basis points resulting from the conversion by the Administrative Agent of the Price of the applicable Benchmark Bond (if four or more price quotes are received) into an asset swap spread using the Bloomberg "YAS" screen as follows: The Price will be entered in the "PRICE" field, the appropriate settlement date (which will be the third Business Day after the date such Price is determined) will be entered into the "SETTLE" field, and "I52" will be entered in the "CRV#" field. The resulting amount in the "ASSET SWAP" field, rounded to the nearest basis point, is the Asset Swap Spread. If fewer than four quotes are obtained, the Asset Swap Spread for such day will be equal to the applicable Ceiling for such Borrower. If the Bloomberg YAS function shall not be available, the Administrative Agent will solicit spot mid swap rates of a maturity that matches the maturity of the applicable Benchmark Bond ("Spot Mid Swap Rates") from J .P. Morgan Securities Inc. and two other Eligible Dealers. The Asset Swap Spread for such day will be equal to the implied yield derived from the Price minus the average of the three Spot Mid Swap Rates, rounded to the nearest basis point.

"Average Asset Swap Spread" for any Interest Period for any Eurodollar Revolving Loan means the arithmetic average of the two daily Asset Swap Spreads resulting from the Pricing Polls for the applicable Notice Date.

"Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

"Base Rate" means, for any day, a simple rate per annum equal to the greater of (a) the Prime Rate for such day or (b) the sum of one-half of one percent (.50%) plus the Federal Funds Rate for such day.

"Base Rate Interest Margin" means for any day an interest margin equal to the Ceiling for the relevant Borrower minus 100 basis points per annum.

"Base Rate Loan" means a Loan that bears interest at an Adjusted Base Rate.

"Benchmark Bond" means the DRI Benchmark Bond, the VaPower Benchmark Bond or the CNG Benchmark Bond, as applicable.

If (a) any Benchmark Bond shall no longer be outstanding for any reason, including maturity, redemption or repurchase, (b) any Borrower shall issue a new senior, unsecured, non-credit-enhanced obligation having liquidity and tenor deemed more acceptable to the Administrative Agent, (c) the Administrative Agent shall receive a written request from any Borrower requesting that the Administrative Agent replace such Borrower's Benchmark Bond with another Acceptable Obligation of that Borrower, and the Administrative Agent so agrees in its sole discretion or (d) the Administrative Agent shall determine that, as a result of

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changes in the liquidity of any Benchmark Bond, price quotes for a Benchmark Bond are not consistently available, and if in any such case one or more other (i.e. other than the applicable Benchmark Bond) acceptable debt securities of any Borrower ("Acceptable Obligations") shall be outstanding for which price quotes are likely, in the judgment of the Administrative Agent, to be consistently available, then the Administrative Agent, in consultation with that Borrower, will replace that Benchmark Bond with another Acceptable Obligation of that Borrower. If the Administrative Agent shall determine that no Acceptable Obligation is outstanding for a Borrower, the Eurodollar Rate Interest Margin for that Borrower will equal the Ceiling.

"Borrower" has the meaning set forth in the preamble hereof.

"Business Day" means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or other governmental action to close in New York, New York; provided that in the case of Eurodollar Loans, such day is also a day on which dealings between banks are carried on in U.S. dollar deposits in the London interbank market.

"Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

"Capitalization" means the sum of (a) Total Funded Debt plus (b) Net Worth.

"Ceiling" means for any day for any Borrower the sum of the Floor plus the Maximum Spread Adjustment for such Borrower, in each case based on such Borrower's Ratings and as set forth in the definition of Interest Margin.

"Change of Control" means with respect to Dominion Resources the direct or indirect acquisition by any person (as such term is defined in Section 13(d) of the Securities and Exchange Act of 1934, as amended) of beneficial ownership of more than 50% of the outstanding shares of the capital stock of Dominion Resources entitled to vote generally for the election of directors of Dominion Resources, and with respect to any other Borrower, either such Borrower shall cease to be a Subsidiary of Dominion Resources or a Change of Control shall occur with respect to Dominion Resources.

"Closing Date" means the date hereof.

"CNG" means Consolidated Natural Gas Company, a Delaware corporation and its successors and permitted assigns.

"CNG Benchmark Bond" means Consolidated Natural Gas' 5.00% Senior Notes due March 1, 2014 (CUSIP No. 209615BZ5)

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Commitment" means, with respect to each Lender, such Lender's share of the Revolving Loan Commitment based upon such Lender's Commitment Percentage.

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"Commitment Fee" has the meaning set forth in Section 3.4(a).

"Commitment Fee Rate" means, for Commitment Fees payable by DRI, the appropriate percentages, in each case, corresponding to the senior, unsecured, non-credit-enhanced obligations of DRI in effect from time to time as shown below:

Category	Senior, Unsecured, Non-Credit-Enhanced Obligations of DRI	Commitment Fee
I.	≥A from S&P or	0.100%
	≥A2 from Moody's
II.	A- from S&P or	0.125%
	A3 from Moody's
III.	BBB+ from S&P or	0.150%
	Baa1 from Moody's
IV.	BBB from S&P or	0.175%
	Baa2 from Moody's
V.	BBB- from S&P or	0.200%
	Baa3 from Moody's
VI.	≤BB+ from S&P or	0.300%
	≤Ba1 from Moody's

Notwithstanding the above, if at any time there is a split in Ratings of one level, related to Categories I through V, between S&P and Moody's, the Commitment Fee in effect at any time will be determined based upon the higher rating, and if at any time there is a split in Ratings of two or more levels, related to Categories I through V, between S&P and Moody's, the Commitment Fee in effect at any time shall be determined based upon the Ratings level that is one level below the higher of the S&P or Moody's rating. If at any time either S&P or Moody's rates DRI at a Category VI level, the Commitment Fee in effect at any time will be based on Category VI levels.

Each Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall notify each Lender), at the address set forth on Schedule 12.1, information regarding any change in its Ratings with respect to such Borrower within five Business Days of receipt of such information. The Administrative Agent may assume that Ratings remain in effect unless a Borrower notifies the Administrative Agent in writing that a Rating of a Borrower has changed.

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Based on DRI's Ratings as of the Closing Date, Category III level pricing will apply as of the Closing Date.

"Commitment Percentage" means, for each Lender, the percentage identified as its Commitment Percentage opposite such Lender's name on Schedule 1.1A attached hereto, as such percentage may be modified by assignment in accordance with the terms of this Credit Agreement.

"Commitment Period" means the period from the Closing Date to the Maturity Date.

"Competitive Bid" means an offer by a Lender to make a Competitive Bid Loan to a Borrower pursuant to the terms of Section 2.1(b) hereof.

"Competitive Bid Loan" means a Loan made by a Lender to a Borrower in its discretion pursuant to the provisions of Section 2.1(b) hereof.

"Competitive Bid Loan Notes" means with respect to any Borrower the promissory notes of such Borrower in favor of each Lender evidencing the Competitive Bid Loans made to such Borrower and substantially in the form of Exhibit 2.6(b), as such promissory notes may be amended, modified, supplemented or replaced from time to time.

"Competitive Bid Rate" means, as to any Competitive Bid made by a Lender to a Borrower in accordance with the provisions of Section 2.1(b) hereof, the rate of interest offered by the Lender making the Competitive Bid (which for a Eurodollar Competitive Bid Loan shall be a rate of interest determined by reference to the Eurodollar Rate).

"Competitive Bid Request" means a request by a Borrower for Competitive Bids in the form of Exhibit 2.1(b)(ii).

"Competitive Bid Request Fee" means $2,500 for each Competitive Bid Request made by a Borrower.

"Consolidated Subsidiary" means, as to any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired), the financial statements of which are consolidated with the financial statements of such Person in accordance with GAAP, including principles of consolidation.

"Controlled Group" means with respect to each Borrower (i) the controlled group of corporations as defined in Section 414(b) of the Code and the applicable regulations thereunder or (ii) the group of trades or businesses under common control as defined in Section 414(c) of the Code and the applicable regulations thereunder, of which such Borrower is a part or may become a part.

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"Credit Documents" means this Credit Agreement, the Notes, and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto.

"Credit Exposure" has the meaning set forth in the definition of "Required Lenders" below.

"Default" means with respect to each Borrower any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default by such Borrower.

"Defaulting Lender" means, at any time, any Lender that, at such time (a) has failed to make a Loan required pursuant to the terms of this Credit Agreement, (b) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of this Credit Agreement or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar official.

"Dollar", "dollar" and "$" means lawful currency of the United States.

"Dominion Resources or DRI" means Dominion Resources, Inc., a Virginia corporation, and its successors and permitted assigns.

"DRI Benchmark Bond" means Dominion Resources, Inc.'s 5.00% Senior Notes due March 15, 2013 (CUSIP No. 25746UAM1).

"Effective Date" has the meaning set forth in Section 12.15 hereof.

"Eligible Assignee" means (a) any Lender or Affiliate or Subsidiary of a Lender and (b) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D) that is either a bank organized or licensed under the laws of the United States of America or any State thereof or that has agreed to provide the information listed in Section 4.4(d) to the extent that it may lawfully do so and that is approved by the Administrative Agent and DRI (such approval not to be unreasonably withheld or delayed); provided that (i) DRI's consent is not required pursuant to clause (a) or, with respect to clause (b), during the existence and continuation of a Default or an Event of Default, (ii) no person or entity shall be an Eligible Assignee without the consent of the Issuing Lenders, which consent may be given or withheld in the sole discretion of the Issuing Lenders and (iii) neither the Borrowers nor any Affiliate or Subsidiary of the Borrowers shall qualify as an Eligible Assignee.

"Eligible Dealer" means the dealers listed on Schedule 1.1B, attached hereto, as such dealers may be replaced or added to with the consent of the Administrative Agent and DRI.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

"ERISA Affiliate" means with respect to each Borrower each person (as defined in Section 3(9) of ERISA) which together with such Borrower or any Subsidiary of such Borrower would be deemed to be a member of the same "controlled group" within the meaning of Section 414(b), (c), (m) and (o) of the Code.

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"Eurodollar Competitive Bid Loan" means a Competitive Bid Loan bearing interest at a fixed rate of interest determined by reference to the Eurodollar Rate as requested by the relevant Borrower and as specified in the Competitive Bid made by the Lender in connection with such Competitive Bid Loan.

"Eurodollar Loans" means a Loan that bears interest at the Eurodollar Rate (including a Eurodollar Competitive Bid Loan).

"Eurodollar Rate" means with respect to any Eurodollar Loan, for the Interest Period applicable thereto, a rate per annum determined pursuant to the following formula:

"Eurodollar Rate" = Interbank Offered Rate                

                              1 - Eurodollar Reserve Percentage

"Eurodollar Rate Interest Margin" for any Interest Period for a Eurodollar Revolving Loan means an interest margin equal to the greater of (a) the applicable Floor or (b) the applicable Average Asset Swap Spread, in each case for the relevant Borrower, provided that such interest margin shall in no event be greater than the Ceiling.

"Eurodollar Reserve Percentage" means, for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D, as such regulation may be amended from time to time or any successor regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of Eurodollar Loans is determined), whether or not any Lender has any Eurocurrency liabilities subject to such reserve requirement at that time. Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to a Lender. The Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

"Eurodollar Revolving Loan" means a Revolving Loan bearing interest at a rate of interest determined by reference to the Eurodollar Rate.

"Event of Default" with respect to any Borrower has the meaning specified in Section 9.1.

"Exchange Act" means the Securities and Exchange Act of 1934, as amended.

"Federal Funds Rate" means for any day the rate per annum (rounded upward to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

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"Fee Payment Date" shall mean (a) the first Business Day of each January, April, July and October and (b) the Maturity Date.

"First Mortgage Bond Indenture" means the first mortgage bond indenture, dated November 1, 1935, by and between VaPower and The Chase Manhattan Bank, as supplemented and amended.

"Floor" for any day for any Borrower means the minimum Eurodollar Rate Interest Margin, based on such Borrower's Ratings, as set forth under the heading "Floor" in the table included in the definition of Interest Margin.

"Funded Debt" means, as to any Person, without duplication: (a) all Indebtedness of such Person for borrowed money or which has been incurred in connection with the acquisition of assets (excluding letters of credit, bankers' acceptances, Non-Recourse Debt, Mandatorily Convertible Securities and Trust Preferred Securities), (b) all capital lease obligations (including Synthetic Lease Obligations) of such Person and (c) all Guaranty Obligations of Funded Debt of other Persons.

"GAAP" means generally accepted accounting principles in the United States applied on a consistent basis and subject to Section 1.3.

"Governmental Authority" means any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

"Granting Lender" has the meaning set forth in Section 12.18 hereof.

"Group Facility" means (i) the 3-Year Credit Agreement, dated as of May 20, 2002, among Dominion Resources, Inc., Virginia Electric and Power Company and Consolidated Natural Gas, the lenders from time to time parties thereto or (ii) the 364-Day Credit Agreement, dated as of August 20, 2003, among Consolidated Natural Gas, the lenders from time to time parties thereto, Barclays Bank PLC, as Administrative Agent and Barclays Bank PLC and Bank One, N.A., as Syndication Agents, in each case as such agreements may be amended from time to time.

"Guaranty Obligations" means, in respect of any Person, any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness of another Person, including, without limitation, any obligation (a) to purchase or pay, or advance or supply funds for the purchase or payment of, such Indebtedness or (b) entered into primarily for the purpose of assuring the owner of such Indebtedness of the payment thereof (such as, for example, but without limitation, an agreement to advance or provide funds or other support for the payment or purchase of such Indebtedness or to maintain working capital, solvency or other balance sheet conditions of such other Person, including, without limitation, maintenance agreements, comfort letters or similar agreements or arrangements, or to lease or purchase property, securities or services) if such obligation would constitute an indirect guarantee of indebtedness of others, the disclosure of which would be required in the relevan t Borrower's financial statements under GAAP; provided, however, that the term Guaranty Obligations

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shall not include (i) endorsements for deposit or collection in the ordinary course of business, (ii) obligations under purchased power contracts or (iii) obligations of such Borrower otherwise constituting Guaranty Obligations under this definition to provide contingent equity support, to keep well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise in respect of any Subsidiary or Affiliate of such Borrower in connection with the non-utility nonrecourse financing activities of such Subsidiary or Affiliate.

"Indebtedness" means, as to any Person, without duplication: (a) all obligations of such Person for borrowed money or evidenced by bonds, debentures, notes or similar instruments; (b) all obligations of such Person for the deferred purchase price of property or services (except trade accounts payable arising in the ordinary course of business, customer deposits, provisions for rate refunds, deferred fuel expenses and obligations in respect of pensions and other post-retirement benefits); (c) all capital lease obligations of such Person; (d) all Indebtedness of others secured by a Lien on any properties, assets or revenues of such Person (other than stock, partnership interests or other equity interests of a Borrower or any of its Subsidiaries in other entities) to the extent of the lesser of the value of the property subject to such Lien or the amount of such Indebtedness; (e) all Guaranty Obligations; and (f) all non-contingent obligations of such Person under any let ters of credit or bankers' acceptances.

"Indenture" means the Indenture dated as of April 1, 1995 between CNG and United States Trust Company of New York, as Trustee, as in effect on the date hereof and without giving effect to any modifications or supplements thereto, or terminations thereof, after the date hereof.

"Interbank Offered Rate" means, for any Eurodollar Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in U.S. dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Telerate Page 3750, the applicable rate shall be the arithmetic mean of all such rates. If, for any reason, such rate is not available, the term "Interbank Offered Rate" shall mean, for any Eurodollar Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%).

"Interest Margin" means, for Revolving Loans made to and Letter of Credit Fees payable by each Borrower, the appropriate percentages, in each case, corresponding to the senior, unsecured, non-credit-enhanced obligations of the relevant Borrower in effect from time to time as shown below:

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Category	Senior, Unsecured, Non-Credit-Enhanced Obligations of Borrower	Applicable L/C Floor Fee	Floor	Maximum Spread Adjustment
I.	≥A from S&P or	.550%	0.350%	1.00%
	≥A2 from Moody's
II.	A- from S&P or	.675%	0.500%	1.00%
	A3 from Moody's
III.	BBB+ from S&P or	.875%	0.625%	2.00%
	Baa1 from Moody's
IV.	BBB from S&P or	1.000%	0.750%	2.00%
	Baa2 from Moody's
V.	BBB- from S&P or	1.250%	0.875%	2.00%
	Baa3 from Moody's
VI.	≤BB+ from S&P or	1.875%	1.500%	5.00%
	≤Ba1 from Moody's

provided, that the Eurodollar Rate Interest Margin applicable to a Revolving Loan, once determined, shall remain set for the duration of the selected Interest Period.

Notwithstanding the above, if at any time there is a split in Ratings of one level, related to Categories I through V, between S&P and Moody's, the Floor and Maximum Spread Adjustment in effect at any time will be determined based upon the higher rating, and if at any time there is a split in Ratings of two or more levels, related to Categories I through V, between S&P and Moody's, the Floor and Maximum Spread Adjustment in effect at any time shall be determined based upon the Ratings level that is one level below the higher of the S&P or Moody's rating. If at any time either S&P or Moody's rates a Borrower at a Category VI level, the Floor and Maximum Spread Adjustment in effect at any time will be based on Category VI levels.

Each Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall notify each Lender), at the address set forth on Schedule 11.1, information regarding any change in its Ratings with respect to such Borrower within five Business Days of receipt of such information. The Administrative Agent may assume that Ratings remain in effect unless a Borrower notifies the Administrative Agent in writing that a Rating of a Borrower has changed.

"Interest Payment Date" means (a) as to Base Rate Loans of any Borrower, the last day of each fiscal quarter of such Borrower and on the Maturity Date, (b) as to Eurodollar Loans of any Borrower, on the last day of each applicable Interest Period and on the Maturity Date and (c) as to Absolute Rate Competitive

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Bid Loans of any Borrower, on the last day of the Interest Period for each Absolute Rate Competitive Bid Loan and on the Maturity Date. If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment Date shall be deemed to be the next succeeding Business Day, except that in the case of Eurodollar Loans where the next succeeding Business Day falls in the next succeeding calendar month, then such Interest Payment Date shall be deemed to be the immediately preceding day.

"Interest Period" means, (a) as to Eurodollar Loans, a period of 14 days (in the case of new money borrowings) and one, two or three months' duration, as the relevant Borrower may elect, commencing, in each case, on the date of the borrowing (including continuations and conversions of Eurodollar Revolving Loans) and (b) with respect to Absolute Rate Competitive Bid Loans, a period beginning on the date the Absolute Rate Competitive Bid Loan is made and ending on the date specified in the respective Competitive Bid whereby the offer to make such Absolute Rate Competitive Loan was extended, which shall not be less than 7 days nor more than 360 days duration; provided, however, (i) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, then such Interest Period shall end on the next preceding Business Day), (ii) no Interest Period shall extend beyond the Maturity Date and (iii) with respect to Eurodollar Loans, where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last Business Day of such calendar month.

"Issuing Lender" means, with respect to any Letter of Credit, the issuer thereof, which shall be JPMCB or Barclays Bank PLC, or any affiliate thereof, in its capacity as issuer of any Letter of Credit.

"JPMCB" means JPMorgan Chase Bank.

"L/C Commitment" means $500,000,000.

"L/C Interest Margin" for any Letter of Credit means the percentage equal at all time to the higher of:

(a) the Applicable L/C Floor Fee; and

(b) whichever of the following shall apply:

1. if Eurodollar Loans are outstanding under this Credit Agreement, the Eurodollar Rate Interest Margin (and, if more than one Eurodollar Rate Interest Margin is then in effect, the most recently determined of such Eurodollar Rate Interest Margin); or
2. if the only Loans outstanding under this Credit Agreement are Base Rate Loans, the Base Rate Interest Margin; or
3. if no Loans are outstanding under the Credit Agreement, but revolving loans are outstanding to any Borrower under any Group Facility, a variable percentage equal to the Average Asset Swap Spread (but in any event no greater than the Ceiling), determined on the date such revolving loans are made and on the first day of each subsequent interest period applicable thereto;

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provided, however, that if at any time there shall be no Loans outstanding under this Credit Agreement and no revolving loans outstanding to any Borrower under any Group Facility, the L/C Interest Margin shall be determined pursuant to clause (a) above. The L/C Interest Margin shall change on any day on which the calculation thereof would change by reason of the making, prepayment or repayment of Eurodollar Loans, Base Rate Loans or revolving loans under any Group Facility as set forth above.

"L/C Obligations" means, at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 5.5.

"L/C Participants" means the collective reference to all the Lenders other than the Issuing Lender.

"Lenders" means those banks and other financial institutions identified as such on the signature pages hereto and such other institutions that may become Lenders pursuant to Section 11.3.

"Letter of Credit" has the meaning set forth in Section 5.1(a).

"Letter of Credit Fees" has the meaning set forth in Section 5.3(a).

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code as adopted and in effect in the relevant jurisdiction or other similar recording or notice statute, and any lease in the nature thereof).

"Loan" means any loan made by any Lender pursuant to this Agreement.

"Mandatorily Convertible Securities" means any mandatorily convertible equity-linked securities issued by a Borrower, so long as the terms of such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Loans and all other amounts due under the Credit Agreement.

"Material Adverse Effect" means with respect to any Borrower a material adverse effect, after taking into account applicable insurance, if any, on (a) the operations, financial condition or business of such Borrower, (b) the ability of such Borrower to perform its obligations under this Credit Agreement or (c) the

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validity or enforceability of this Credit Agreement or any of the other Credit Documents against such Borrower, or the rights and remedies of the Lenders against such Borrower hereunder or thereunder; provided, however, that a transfer of assets permitted under and in compliance with Section 9.3 shall not be considered to have a Material Adverse Effect.

"Material Subsidiary" shall mean with respect to any Borrower, a Subsidiary of such Borrower whose total assets (as determined in accordance with GAAP) represent at least 20% of the total assets of such Borrower, on a consolidated basis.

"Maturity Date" means the third anniversary of the Closing Date.

"Maximum Spread Adjustment" for any day for any Borrower means the percentage as set forth under the headings "Maximum Spread Adjustment" in the table included in the definition of Interest Margin.

"Moody's" means Moody's Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.

"Multiemployer Plan" means at any time an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the Controlled Group during such five year period but only with respect to the period during which such Person was a member of the Controlled Group.

"Net Worth" means with respect to any Borrower, as of any date, the shareholders' equity or net worth of such Borrower and its Consolidated Subsidiaries (including, but not limited to, the value of any Mandatorily Convertible Securities and Trust Preferred Securities), on a consolidated basis, as determined in accordance with GAAP.

"Non-Recourse Debt" means Indebtedness (a) as to which no Borrower (i) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (ii) is directly or indirectly liable as a guarantor or otherwise, or (iii) constitutes the lender; (b) no default with respect to which would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Loans or the Notes) of any Borrower to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and (c) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of any Borrower and the relevant legal documents so provide.

"Notes" means the collective reference to the Revolving Loan Notes and the Competitive Bid Loan Notes of the Borrowers.

"Notice Date" has the meaning set forth in Section 2.2(b) hereof.

"Notice of Borrowing" means a request by a Borrower for a Loan in the form of Exhibit 2.2(a).

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"Notice of Continuation/Conversion" means a request by a Borrower for the continuation or conversion of a Loan in the form of Exhibit 2.2(c).

"Other Taxes" has the meaning set forth in Section 4.4(b) hereof.

"PBGC" means the Pension Benefit Guaranty Corporation established under ERISA and any successor thereto.

"Pension Plans" has the meaning set forth in Section 8.8 hereof.

"Person" means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated), or any government or political subdivision or any agency, department or instrumentality thereof.

"Plan" means any single-employer plan as defined in Section 4001 of ERISA, which is maintained, or at any time during the five calendar years preceding the date of this Credit Agreement was maintained, for employees of a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate of a Borrower.

"Price" means, for any Benchmark Bond on any Business Day on which a Pricing Poll occurs, the Dollar price resulting from bid quotes solicited beginning at 2:00 p.m. (or such other time as may be set by the Administrative Agent) on such Business Day. If (a) five quotes are received, the Price for such Benchmark Bond for such day shall be the arithmetic average, as computed by the Administrative Agent, of the three quotes remaining after the highest and lowest quotes are excluded, or (b) four quotes are obtained, the Price for such Benchmark Bond for such day shall be the arithmetic average, as computed by the Administrative Agent, of the three quotes remaining after the lowest quote is excluded. The Administrative Agent agrees to solicit such quotes on each of the two Business Days immediately following a Notice Date; provided, that upon receipt by the Administrative Agent of written consent from the relevant Borrower, the Eurodollar Rate Interest Margin for such Borrower will equal the Ceil ing and no Pricing Poll shall be required.

"Pricing Poll" means the solicitation by the Administrative Agent on each of the two Business Days immediately following the Notice Date of Prices for the Benchmark Bonds from five Eligible Dealers as selected by DRI.

"Prime Rate" means the per annum rate of interest established from time to time by JPMCB at its principal office in New York, New York as its Prime Rate. Any change in the interest rate resulting from a change in the Prime Rate shall become effective as of 12:01 a.m. of the Business Day on which each change in the Prime Rate is announced by the Administrative Agent. The Prime Rate is a reference rate used by the Administrative Agent in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged on any extension of credit to any debtor.

"Ratings" means the rating assigned by S&P or Moody's to a Borrower based on such Borrower's senior, unsecured, non-credit-enhanced obligations.

"Register" has the meaning set forth in Section 12.3(c).

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"Regulation A, D, T, U or X" means Regulation A, D, T, U or X, respectively, of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

"Reimbursement Obligation" means the obligation of the Borrowers to reimburse the Issuing Lenders pursuant to Section 5.5 for amounts drawn under Letters of Credit.

"Reportable Event" means a "reportable event" as defined in Section 4043 of ERISA with respect to which the notice requirements to the PBGC have not been waived.

"Required Lenders" means Lenders whose aggregate Credit Exposure (as hereinafter defined) constitutes more than 50% of the aggregate Credit Exposure of all Lenders at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time then there shall be excluded from the determination of Required Lenders the aggregate principal amount of Credit Exposure of such Lender at such time. For purposes of the preceding sentence, the term "Credit Exposure" as applied to each Lender shall mean (a) at any time prior to the termination of the Commitments, the Commitment Percentage of such Lender multiplied by the Revolving Loan Commitment and (b) at any time after the termination of the Commitments, (i) the outstanding amount of Loans owed to such Lender and (ii) such Lender's Commitment Percentage of the L/C Obligations then outstanding.

"Responsible Officer" means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of the relevant Borrower, but in any event, with respect to financial matters, the chief financial officer of the relevant Borrower.

"Revolving Loan" means a Loan made by the Lenders to a Borrower pursuant to Section 2.1(a) hereof.

"Revolving Loan Commitment" means One Billion Five Hundred Million Dollars ($1,500,000,000), as such amount may be otherwise reduced in accordance with Section 2.5.

"Revolving Loan Notes" means with respect to any Borrower the promissory notes of such Borrower in favor of each Lender evidencing the Revolving Loans made to such Borrower and substantially in the form of Exhibit 2.6(a), as such promissory notes may be amended, modified, supplemented or replaced from time to time.

"S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., or any successor or assignee of the business of such division in the business of rating securities.

"Solvent" means, with respect to any Person as of a particular date, that on such date (a) the fair saleable value (on a going concern basis) of such Person's assets exceeds its liabilities, contingent or otherwise, fairly valued, (b) such Person will be able to pay its debts as they become due, (c) such Person does not have unreasonably small capital with which to satisfy all of its current and reasonably anticipated obligations and (d) such Person does not intend to incur nor does it reasonably anticipate that it will incur debts beyond its ability to pay as such debts become due.

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"Spot Mid Swap Rates" has the meaning set forth in the definition of "Asset Swap Spreads".

"SPV" has the meaning set forth in Section 11.18 hereof.

"Stated Amount" of each Letter of Credit means, at any time, the maximum amount available to be drawn thereunder (in each case determined without regard to whether any conditions to drawing could be met).

"Subsidiary" means, as to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any partnership, association, joint venture or other entity in which such person directly or indirectly through Subsidiaries has more than 50% equity interest at any time.

"Synthetic Lease" means each arrangement, however described, under which the obligor accounts for its interest in the property covered thereby under GAAP as lessee of a lease which is not a capital lease under GAAP and accounts for its interest in the property covered thereby for federal income tax purposes as the owner.

"Synthetic Lease Obligation" means, as to any Person with respect to any Synthetic Lease at any time of determination, the amount of the liability of such Person in respect of such Synthetic Lease that would (if such lease was required to be classified and accounted for as a capital lease on a balance sheet of such Person in accordance with GAAP) be required to be capitalized on the balance sheet of such Person at such time.

"Taxes" has the meaning set forth in Section 4.4(a).

"Total Funded Debt" means with respect to each Borrower all Funded Debt of such Borrower and its Consolidated Subsidiaries, on a consolidated basis, as determined in accordance with GAAP.

"Trust Preferred Securities" means the trust preferred securities issued by one of the five subsidiary capital trusts established by any of the Borrowers outstanding on the date hereof and reflected as such in the financial statements of Dominion Resources for the fiscal year ended December 31, 2003, and any additional trust preferred securities that are substantially similar thereto, along with the junior subordinated debt obligations of the Borrowers, so long as (a) the terms thereof require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Loans and all other amounts due under the Credit Agreement, (b) such securities are subordinated and junior in right of payment to all obligations of the Borrowers for or in respect of borrowed money and (c) the obligors in respect of such preferred securities and subordinated debt have the right t o defer interest and dividend payments, in each case to substantially the same extent as such currently outstanding preferred securities or on similar terms customary for trust preferred securities and not materially less favorable to the interests of the Borrowers or the Lenders.

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"Utilized Revolving Commitment" means, for any Borrower for any day from the Closing Date to the Maturity Date, an amount equal to the sum of (a) the aggregate principal amount of all Loans outstanding on such day to such Borrower and (b) the aggregate L/C Obligations then outstanding.

"VaPower" means Virginia Electric and Power Company, a Virginia corporation and its successors and assigns.

"VaPower Benchmark Bond" means Virginia Electric and Power Company's 4.750% Senior Notes due March 1, 2013 (CUSIP No. 927804EU4).

"Wholly Owned Subsidiary" means, as to any Person, any other Person all of the Capital Stock of which (other than de minimis directors' qualifying shares or local ownership shares required by law and outstanding publicly owned preferred stock of VaPower) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

1.2 Computation of Time Periods; Other Definitional Provisions.

For purposes of computation of periods of time hereunder, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding." References in this Credit Agreement to "Sections", "Schedules" and "Exhibits" shall be to Sections, Schedules or Exhibits of or to this Credit Agreement unless otherwise specified.

1.3 Accounting Terms.

Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 7.1 (or, prior to the delivery of the first financial statements pursuant to Section 7.1, consistent with the financial statements described in Section 5.1(g)); provided, however, if (a) a Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) the Adminis trative Agent or the Required Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by such Borrower to the Lenders as to which no such objection shall have been made.

1.4 Time.

All references to time herein shall be references to Eastern Standard Time or Eastern Daylight time, as the case may be, unless specified otherwise.

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SECTION 2. LOANS

2.1 Revolving Loan Commitment.

a. Revolving Loans

Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans to each Borrower in U.S. dollars, at any time and from time to time, during the Commitment Period (each a "Revolving Loan" and collectively the "Revolving Loans"); provided that (i) the sum of the aggregate amount of Revolving Loans plus the L/C Obligations then outstanding plus the aggregate amount of Competitive Bid Loans outstanding to the Borrowers on any day shall not exceed the Revolving Loan Commitment and (ii) with respect to each individual Lender, the Lender's pro rata share of the sum of outstanding Revolving Loans plus the L/C Obligations then outstanding on any day shall not exceed such Lender's Commitment Percentage of the Revolving Loan Commitment. Revolving Loans made to any Borrower shall be the several obligations of such Borrower. Subject to the terms and conditions of this Credit Agreement, each Borrower may borrow, repay and reborrow the amount of the Revolving Loan Commitment made to it.

b. Competitive Bid Loans Subfacility

1. Competitive Bid Loans

Subject to the terms and conditions set forth herein, a Borrower may, from time to time, during the period from the Closing Date until the date occurring seven days prior to the Maturity Date, request and each Lender may, in its sole discretion, agree to make Competitive Bid Loans to such Borrower; provided, however, that (A) the sum of the aggregate amount of Revolving Loans outstanding plus the aggregate amount of Competitive Bid Loans outstanding to the Borrowers on any day shall not exceed the Revolving Loan Commitment and (B) if a Lender makes a Competitive Bid Loan, such Lender's obligation to make its pro rata share of any Revolving Loan shall not be reduced thereby.

2. Competitive Bid Requests

Each Borrower may solicit Competitive Bids by delivery of a Competitive Bid Request to the Administrative Agent by 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, on a Business Day four Business Days prior to the date of a requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on a Business Day not less than one nor more than five Business Days prior to the date of the requested Absolute Rate Competitive Bid Loan. A Competitive Bid Request must be substantially in the form of Exhibit 2.1(b)(ii), shall be accompanied by the Competitive Bid Request Fee and shall specify (I) the date of the requested Competitive Bid Loan (which shall be a Business Day), (II) the amount of the requested Competitive Bid Loan, (III) whether such Borrower is requesting a Eurodollar Competitive Bid Loan or an Absolute Rate Competitive Bid Loan and (IV) the applicable Interest Period or Interest Periods re quested. The Administrative Agent shall notify the Lenders of its receipt of a Competitive Bid Request and the contents thereof and invite the Lenders to submit Competitive Bids in response thereto. Such Borrower may not request a Competitive Bid for more than three different Interest Periods per Competitive Bid Request nor request Competitive Bid Requests more frequently than four times every calendar month.

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3. Competitive Bid Procedure

Each Lender may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Reque st. Any Competitive Bid must specify (I) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (II) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.

4. Acceptance of Competitive Bids

Each Borrower may, in its sole discretion, subject only to the provisions of this subsection (iv), accept or refuse any Competitive Bid offered to it. To accept a Competitive Bid, the relevant Borrower shall give oral notification of its acceptance of any or all such Competitive Bids (which shall be promptly confirmed in writing) to the Administrative Agent by 11:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the Absolute Rate Competitive Bid Loan; provided, however, (I) the failure by such Borrower to give timely notice of its acceptance of a Competitive Bid shall be deemed to be a refusal thereof, (II) to the extent Competitive Bids are for comparable Interest Periods, such Borrower may accept Competitive Bids only in ascending order of rates, (III) the agg regate amount of Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (IV) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate, but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to be in excess of the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate and (V) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $5,000,000 and integral

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multiples of $1,000,000 in excess thereof, except that where a portion of a Competitive Bid is accepted in accordance with the provisions of clause (IV) of subsection (iv) hereof, then in a minimum principal amount of $500,000 and integral multiples of $100,000 (but not in any event less than the minimum amount specified in the Competitive Bid), and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (IV) of subsection (iv) hereof, the amounts shall be rounded to integral multiples of $100,000 in a manner which shall be in the discretion of such Borrower. A notice of acceptance of a Competitive Bid given by a Borrower in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall, not later than noon (A) with respect to a Eurodollar Competitive Bid Loan, three Business Days prior to the date of such Eurodollar Competitive Bid Loan and (B) with respect to a Absolute Rate Compe titive Bid Loan, on the proposed date of such Competitive Bid Loan, notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate), and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been accepted.

5. Funding of Competitive Bid Loans

Each Lender which is to make a Competitive Bid Loan shall make its Competitive Bid Loan available to the Administrative Agent by 2:00 p.m. on the date specified in the Competitive Bid Request by deposit of immediately available funds at the office of the Administrative Agent in New York, New York or at such other address as the Administrative Agent may designate in writing. The Administrative Agent will, upon receipt, make the proceeds of such Competitive Bid Loans available to the relevant Borrower.

6. Maturity of Competitive Bid Loans

Each Competitive Bid Loan shall mature and be due and payable in full on the last day of the Interest Period applicable thereto. Unless the relevant Borrower shall give notice to the Administrative Agent otherwise (or repays such Competitive Bid Loan), or a Default or Event of Default with respect to such Borrower exists and is continuing, such Borrower shall be deemed to have requested Revolving Loans from all of the Lenders (in the amount of the maturing Competitive Bid Loan and accruing interest at the Base Rate), the proceeds of which will be used to repay such Competitive Bid Loan.

2.2 Method of Borrowing for Revolving Loans

a. Base Rate Loans

By no later than 11:00 a.m. on the date of a Borrower's request for the borrowing (or for the conversion of Eurodollar Revolving Loans to Base Rate Loans), such Borrower shall submit a Notice of Borrowing to the Administrative Agent setting forth (i) the amount requested, (ii) the desire to have such Revolving Loans accrue interest at the Base Rate and (iii) except in the case of conversions of Eurodollar Revolving Loans to Base Rate Loans, complying in all respects with Section 6.2 hereof.

b. Eurodollar Revolving Loans

By no later than 11:00 a.m. three Business Days prior to the date of a Borrower's request for the borrowing (or for the conversion of Base Rate Loans to Eurodollar Revolving Loans or the continuation of existing Eurodollar Loans) (the "Notice

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Date"), such Borrower shall submit a Notice of Borrowing to the Administrative Agent setting forth (i) the amount requested, (ii) the desire to have such Revolving Loans accrue interest at the Adjusted Eurodollar Rate, (iii) the Interest Period applicable thereto, and (iv) except in the case of conversions of Base Rate Loans to Eurodollar Revolving Loans or the continuation of existing Eurodollar Loans, to complying in all respects with Section 6.2 hereof.

c. Continuation and Conversion

Each Borrower shall have the option, on any Business Day, to continue existing Eurodollar Revolving Loans made to it for a subsequent Interest Period, to convert Base Rate Loans made to it into Eurodollar Revolving Loans or to convert Eurodollar Revolving Loans made to it into Base Rate Loans. By no later than 11:00 a.m. (a) on the date of the requested conversion of a Eurodollar Revolving Loan to a Base Rate Loan or (b) three Business Days prior to the date for a requested continuation of a Eurodollar Revolving Loan or conversion of a Base Rate Loan to a Eurodollar Revolving Loan, the relevant Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion, setting forth (i) whether the relevant Borrower wishes to continue or convert such Loans and (ii) or if the request is to continue a Eurodollar Revolving Loan or convert a Base Rate Loan to a Eurodollar Revolving Loan, the Interest Period applicable thereto. Notwithstandin g anything herein to the contrary, (i) except as provided in Section 4.1 hereof, Eurodollar Revolving Loans may be converted to Base Rate Loans only on the last day of an Interest Period applicable thereto; (ii) Eurodollar Revolving Loans may be continued and Base Rate Loans may be converted to Eurodollar Revolving Loans only if no Default or Event of Default with respect to the relevant Borrower is in existence on the date of such extension or conversion; (iii) any continuation or conversion must comply with Sections 2.2(a) or 2.2(b) hereof, as applicable; and (iv) failure by such Borrower to properly continue Eurodollar Revolving Loans at the end of an Interest Period shall be deemed a conversion to Base Rate Loans.

2.3 Funding of Revolving Loans

Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender will make its pro rata share of the Revolving Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit (in U.S. dollars) of immediately available funds at the offices of the Administrative Agent at its principal office in New York, New York, or at such other address as the Administrative Agent may designate in writing. All Revolving Loans shall be made by the Lenders pro rata on the basis of each Lender's Commitment Percentage.

No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not

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in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the relevant Borrower and such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or such Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to such Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) from such Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds Rate.

2.4 Minimum Amounts of Revolving Loans

Each request for Revolving Loans shall be in the case of Eurodollar Revolving Loans, in an aggregate principal amount that is not less than the lesser of $10,000,000 or the remaining amount available to be borrowed and, in the case of Base Rate Loans, in an aggregate principal amount that is not less than the lesser of $5,000,000 or the remaining amount available to be borrowed. Any Revolving Loan requested shall be in an integral multiple of $1,000,000 unless the request is for all of the remaining amount available to be borrowed.

2.5 Reductions of Revolving Loan Commitment

Upon at least three Business Days' notice, Dominion Resources, on its own behalf and/or acting on the request of any other Borrower, shall have the right to permanently terminate or reduce the aggregate unused amount of the Revolving Loan Commitment available to it and/or such other Borrower at any time or from time to time; provided that (a) each partial reduction shall be in an aggregate amount at least equal to $10,000,000 and in integral multiples of $1,000,000 above such amount and (b) no reduction shall be made which would reduce the Revolving Loan Commitment to an amount less than the sum of the then outstanding Revolving Loans plus the then outstanding Competitive Bid Loans. Any reduction in (or termination of) the Revolving Loan Commitment shall be permanent and may not be reinstated.

2.6 Notes

a. Revolving Loan Notes

The Revolving Loans made by the Lenders to a Borrower shall be evidenced, upon request by any Lender, by a promissory note of such Borrower payable to each Lender in substantially the form of Exhibit 2.6(a) hereto (the "Revolving Loan Notes") and in a principal amount equal to the amount of such Lender's Commitment Percentage of the Revolving Loan Commitment as originally in effect.

b. Competitive Bid Loan Notes

The Competitive Bid Loans made by the Lenders to a Borrower shall be evidenced, upon request by any Lender, by a promissory note of such Borrower payable to each Lender in substantially the form of Exhibit 2.6(b) hereto (the "Competitive Bid Loan Notes") and in a principal amount equal to the Revolving Loan Commitment as originally in effect.

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The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to each Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books; provided that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of such Borrower to make a payment when due of any amount owing hereunder or under any Note in respect of the Loans to be evidenced by such Note, and each such recordation or endorsement shall be conclusive and binding absent manifest error.

SECTION 3. PAYMENTS

3.1 Interest

a. Interest Rate

1. All Base Rate Loans made to a Borrower shall accrue interest at the Adjusted Base Rate with respect to such Borrower.
2. All Eurodollar Loans made to a Borrower shall accrue interest at the Adjusted Eurodollar Rate with respect to such Borrower applicable to such Eurodollar Loan.
3. All Competitive Bid Loans shall accrue interest at the applicable Competitive Bid Rate with respect to each Competitive Bid Loan.

b. Default Rate of Interest

Upon the occurrence, and during the continuance, of an Event of Default with respect to any Borrower, the principal of and, to the extent permitted by law, interest on the Loans outstanding to such Borrower and any other amounts owing by such Borrower hereunder or under the other Credit Documents shall bear interest, payable on demand, at a per annum rate equal to 2% plus the rate which would otherwise be applicable (or if no rate is applicable, then the rate for Loans outstanding to such Borrower that are Base Rate Loans plus 2% per annum).

c. Interest Payments

Interest on Loans shall be due and payable in arrears on each Interest Payment Date.

3.2 Prepayments

a. Voluntary Prepayments

Each Borrower shall have the right to prepay Loans made to it in whole or in part from time to time without premium or penalty; provided, however, that (i) Eurodollar Loans may only be prepaid on three Business Days' prior written notice to the Administrative Agent and any prepayment of Eurodollar Loans will be subject to Section 4.3 hereof and (ii) each such partial prepayment of Loans shall be in the minimum principal amount of $10,000,000. Amounts prepaid hereunder shall be applied as such Borrower may elect; provided that if such Borrower fails to specify the application of a voluntary prepayment then such prepayment shall be applied in each case first to Base Rate Loans of such Borrower and then to Eurodollar Revolving Loans of such Borrower in direct order of Interest Period maturities. Any Loan outstanding after the Conversion Date, once prepaid, may not be reborrowed.

b. Mandatory Prepayments

If at any time the amount of Revolving Loans outstanding plus the aggregate amount of Competitive Bid Loans outstanding exceeds the Revolving Loan Commitment, one or more of the Borrowers shall immediately make a principal payment to the Administrative Agent in the manner and in an amount necessary to be in compliance with Section 2.1 hereof. Any payments made under this Section 3.2(b) shall be subject to Section 4.3 hereof and shall be applied first to Base Rate Loans of the relevant Borrower, then to Eurodollar Revolving Loans of the relevant Borrower in direct order of Interest Period maturities, then to Competitive Bid Loans of the relevant Borrower pro rata among all Lenders holding same.

3.3 Payment in Full at Maturity

On the Maturity Date, the entire outstanding principal balance of all Loans, together with accrued but unpaid interest and all other sums owing under this Credit Agreement, shall be due and payable in full, unless accelerated sooner pursuant to Section 10 hereof.

3.4 Fees

a. Commitment Fees

1. In consideration of the Revolving Loan Commitment being made available by the Lenders hereunder, DRI agrees to pay to the Administrative Agent, for the pro rata benefit of each Lender, a commitment fee for each day that will accrue on the unutilized Revolving Loan Commitment (i.e., the amount of the Revolving Loan Commitment over the outstanding aggregate principal amount of Revolving Loans) on such day according to the per annum percentages set forth under the heading "Commitment Fee" in the table included in the definition of "Commitment Fee Rate" (the "Commitment Fee").
2. The accrued Commitment Fees shall be due and payable quarterly in arrears on each Fee Payment Date (as well as on any date that the Revolving Loan Commitment is reduced), beginning with the first of such dates to occur after the Closing Date.
3. For purposes of calculating the Commitment Fees, outstanding Competitive Loans will be deemed to be zero.

b. Administrative Fees

Dominion Resources agrees to pay to the Administrative Agent an annual fee as agreed to between the Borrowers and the Administrative Agent.

3.5 Place and Manner of Payments

All payments of principal, interest, fees, expenses and other amounts to be made by each Borrower under this Credit Agreement shall be received not later than 2:00 p.m. on the date when due in U.S. dollars and in immediately available funds, without setoff, deduction, counterclaim or withholding of any kind, by the Administrative Agent at its offices in New York, New York, except payments to be made directly to the Issuing Lender as provided herein. Each Borrower shall, at the time it makes

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any payment under this Credit Agreement, specify to the Administrative Agent, the Loans, fees or other amounts payable by such Borrower hereunder to which such payment is to be applied (and in the event that it fails to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent, shall distribute such payment to the Lenders in such manner as it reasonably determines in its sole discretion).

3.6 Pro Rata Treatment

Except to the extent otherwise provided herein, all Revolving Loans, each payment or prepayment of principal of any Revolving Loan, each payment of interest on the Revolving Loans, each payment of Commitment Fees and Letter of Credit Fees, each reduction of the Revolving Loan Commitment, and each conversion or continuation of any Revolving Loans, shall be allocated pro rata among the Lenders in accordance with the respective Commitment Percentages.

3.7 Computations of Interest and Fees

a. Except for Base Rate Loans, on which interest shall be computed on the basis of a 365 or 366 day year as the case may be, all computations of interest and fees hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days.

b. It is the intent of the Lenders and each Borrower to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Borrowers are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum non-usurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum non-usurious amount, any such construction shall be subject to the provisions of this paragraph and such documents shall be automatically re duced to the maximum non-usurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum lawful amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans of the relevant Borrower and not to the payment of interest, or refunded to the relevant Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans of the relevant. The right to demand payment of the Loans of any Borrower or any other indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum non-usurious amount permitted by applicable law.

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c. The Administrative Agent will deliver promptly, and in no event later than the end of the day one Business Day prior to the borrowing date specified in the Notice of Borrowing, a notice to the appropriate Borrower and each Lender setting forth the Average Asset Swap Spread, the Prices from each Eligible Dealer that were used in determining the Asset Swap Spreads, the two daily Asset Swap Spreads, the Spot Mid Swap Rates (if applicable) and the Base Rate Interest Margin or Eurodollar Rate Interest Margin applicable to the Loan.

3.8 Sharing of Payments.

Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Loan owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker's lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a p articipation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to t he Federal Funds Rate.

3.9 Evidence of Debt

a. Each Lender shall maintain an account or accounts evidencing each Loan made by such Lender to a Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender by or for the account of each Borrower from time to time under this Credit Agreement. Each Lender will make reasonable efforts to maintain the accuracy of its account or accounts and to promptly update its account or accounts from time to time, as necessary.

b. The Administrative Agent shall maintain the Register for each Borrower pursuant to Section 12.3(c), and a subaccount for each Lender, in which Registers and subaccounts (taken together) shall be recorded (i) the amount, type and Interest Period of each such Loan hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from or for the account of the Borrowers and each Lender's share thereof. The Administrative Agent will make reasonable efforts to maintain the accuracy of the subaccounts referred to in the preceding sentence and to promptly update such subaccounts from time to time, as necessary.

c. The entries made in the accounts, Registers and subaccounts maintained pursuant to subsection (b) of this Section 3.9 (and, if consistent with the entries of the Administrative Agent, subsection (a)) shall be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain any such account, such Registers or such subaccounts, as applicable, or any error therein, shall not in any manner affect the obligation of any Borrower to repay the Loans made by such Lender to such Borrower in accordance with the terms hereof.

SECTION 4.  ADDITIONAL PROVISIONS REGARDING LOANS

4.1 Eurodollar Loan Provisions.

a. Unavailability. In the event that the Administrative Agent shall have determined in good faith (i) that U.S. dollar deposits in the principal amounts requested with respect to a Eurodollar Loan are not generally available in the London interbank Eurodollar market or (ii) that reasonable means do not exist for ascertaining the Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give notice of such determination to the Borrowers and the Lenders. In the event of any such determination under clauses (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any request by a Borrower for Eurodollar Loans shall be deemed to be a request for Base Rate Loans (or Absolute Rate Competitive Bid Loans, as the case may be), and (B) any request by a Borrower for conversion into or continuation of Eurodollar Revolving Loans shall be deemed to be a request for conversion into or continuation of Base Rate Loans.

b. Change in Legality.

1. Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the relevant Borrower and to the Administrative Agent, such Lender may:
1. declare that Eurodollar Loans, and conversions to or continuations of Eurodollar Loans, will not thereafter be made by such Lender to such Borrower hereunder, whereupon any request by such Borrower for, or for conversion into or continuation of, Eurodollar Loans shall, as to such Lender only, be deemed a request for, or for conversion into or continuation of, Base Rate Loans (or Absolute Rate Competitive Bid Loans, as the case may be), unless such declaration shall be subsequently withdrawn; and

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2. require that all outstanding Eurodollar Loans made by it to such Borrower be converted to Base Rate Loans (or Absolute Rate Competitive Bid Loans, as the case may be) in which event all such Eurodollar Loans shall be automatically converted to Base Rate Loans (or Absolute Rate Competitive Bid Loans, as the case may be).

In the event any Lender shall exercise its rights under clause (A) or (B) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender to such Borrower or the converted Eurodollar Loans of such Lender to such Borrower shall instead be applied to repay the Base Rate Loans (or Absolute Rate Competitive Bid Loans, as the case may be) made by such Lender to such Borrower in lieu of, or resulting from the conversion of, such Eurodollar Loans.

c. Increased Costs. If at any time a Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to the making, the commitment to make or the maintaining of any Eurodollar Loan because of (i) any change since the date of this Credit Agreement in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or such order) including, without limitation, the imposition, modification or deemed applicability of any reserves, deposits or similar requirements (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Adjusted Eurodollar Rate) or (ii) other circumstances affecting the London interbank Eurodollar market; then the relevant Borrower shall pay to such Lende r promptly upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender may determine in its sole discretion) as may be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder.

Each determination and calculation made by a Lender under this Section 4.1 shall, absent manifest error, be binding and conclusive on the parties hereto.

4.2 Capital Adequacy

If, after the date hereof, any Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to any Borrower to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies

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with respect to capital adequacy), then, upon notice from such Lender, the relevant Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent corporation) for such reduction. Each determination by any such Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto.

4.3 Compensation

Each Borrower shall compensate each Lender, upon its written request, for all reasonable losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Lender to fund its Eurodollar Loans to such Borrower) which such Lender may sustain:

a. if for any reason (other than a default by such Lender or the Administrative Agent) a borrowing of Eurodollar Loans or Absolute Rate Competitive Bid Loans to such Borrower does not occur on a date specified therefor in a Notice of Borrowing or Competitive Bid Request to such Borrower, as the case may be;

b. if any repayment, continuation or conversion of any Eurodollar Loan or Absolute Rate Competitive Bid Loan by such Borrower occurs on a date which is not the last day of an Interest Period applicable thereto, including, without limitation, in connection with any demand, acceleration, mandatory prepayment or otherwise (including any demand under this Section 4); or

c. if such Borrower fails to repay its Eurodollar Loans or Absolute Rate Competitive Bid Loan when required by the terms of this Credit Agreement.

Calculation of all amounts payable to a Lender under this Section 4.3 shall be made as though the Lender has actually funded its relevant Eurodollar Loan through the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurodollar Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 4.3.

4.4 Taxes

a. Tax Liabilities Imposed on a Lender. Any and all payments by a Borrower hereunder or under any of the Credit Documents shall be made, in accordance with the terms hereof and thereof, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by net income and franchise taxes imposed on any Lender by the jurisdiction under the laws of which such Lender is organized or transacting business or any political subdivision thereof (all such non-excluded taxes, being hereinafter referred to as "Taxes"). If such Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to

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any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) such Borrower shall deliver to such Lender evidence of such payment to the relevant Governmental Authority.

b. Other Taxes. In addition, each Borrower agrees to pay, upon notice from a Lender and prior to the date when penalties attach thereto, all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies of the United States or any state or political subdivision thereof or any applicable foreign jurisdiction that arise from any payment made hereunder by such Borrower or from the execution, delivery or registration of, or otherwise from such Borrower's participation with respect to, this Credit Agreement (collectively, the "Other Taxes").

c. Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a "Refund") from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower's expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institut e any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund.

If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Len der or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

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d. Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "United States person" (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrowers and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, of the United States Internal Revenue Service entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Notes or (2) Form W-8ECI, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Notes a nd, if applicable, (B) an Internal Revenue Service Form W-8BEN or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrowers and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrowers or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of any Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrowers and the Administrative Agent a certificate to the effect that it is such a "United States person."

4.5 Mitigation; Mandatory Assignment.

The Administrative Agent and each Lender shall use reasonable efforts to avoid or mitigate any increased cost or suspension of the availability of an interest rate under Sections 4.1 through 4.4 above to the greatest extent practicable (including transferring the Loans to another lending office or Affiliate of a Lender) unless, in the opinion of the Administrative Agent or such Lender, such efforts would be likely to have an adverse effect upon it. In the event a Lender makes a request to a Borrower for additional payments in accordance with Section 4.1, 4.2 or 4.4, then, provided that no Default or Event of Default with respect to such Borrower has occurred and is continuing at such time, such Borrower may, at its own expense (such expense to include any transfer fee payable to the Administrative Agent under Section 12.3(b) and any expense pursuant to Section 4 hereof) and in its sole discretion, require such Lender to transfer and assign in whole (but not in part), without recourse (in accordance with and subject to the terms and conditions of Section 12.3(b)), all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee which shall assume such assigned obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (a) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (b) the Borrowers or such Eligible Assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Loans hereunder held by such assigning Lender and all other amounts owed to such assigning Lender hereunder, including amounts owed pursuant to Sections 4.1 through 4.4 hereof.

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SECTION 5. LETTERS OF CREDIT

5.1 L/C Commitment

(a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), agrees to issue letters of credit ("Letters of Credit") for the account of the relevant Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent hereto, the aggregate amount of all outstanding Letters of Credit issued by JPMCB or Barclays Bank PLC, each as Issuing Lender, would exceed 50% of the L/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by Moody's or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Age nt an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by Moody's; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrowers shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrowers by the Issuing Bank after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).

(b)  The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

5.2 Procedure for Issuance of Letter of Credit

The Borrowers may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed t o by the Issuing Lender and the relevant Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the relevant Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

5.3 Fees and Other Charges

a. The Borrowers will pay a fee ("Letter of Credit Fees") on all outstanding Letters of Credit at a per annum rate equal to the L/C Interest Margin multiplied by the Stated Amount, shared ratably among the Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the relevant Borrower shall pay to the Issuing Lender for its own account a fronting fee on the undrawn and unexpired amount of each Letter of Credit as specified in the fee letter by and between DRI and JPMCB dated April 20, 2004, payable quarterly in arrears on each Fee Payment Date after the issuance date.

b. In addition to the foregoing fees, the relevant Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

5.4 L/C Participations

a.  The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Commitment Percentage in the Issuing Lender's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein a n amount equal to such L/C Participant's Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.

b.  If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 5.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to the

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Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Adjusted Base Rate. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.

c.  Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrowers or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

5.5 Reimbursement Obligation of the Borrowers

The Borrowers agree to reimburse the Issuing Lender on the Business Day next succeeding the Business Day on which the Issuing Lender notifies the relevant Borrower of the date and amount of a draft presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 3.1(a)(i) and (ii) thereafter, Section 3.1(b).

5.6 Obligations Absolute

The Borrowers' obligations under this Section 5 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any Borrower may have or have had against the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrowers also agree with the Issuing Lender that the Issuing Lender shall not be responsible for, and the relevant Borrower's Reimbursement Obligations under Section 5.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of any Borrower against any beneficiary of such Letter of Credit or any such transferee. The Issuing Lender shall not be liable for any error, omi ssion, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Lender. The Borrowers agree that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrowers and shall not result in any liability of the Issuing Lender to the Borrowers.

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5.7 Letter of Credit Payments

If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the relevant Borrower of the date and amount thereof. The responsibility of the Issuing Lender to the relevant Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit, subject to Section 5.6.

5.8 Applications

To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 5, the provisions of this Section 5 shall control.

SECTION 6. CONDITIONS PRECEDENT

6.1 Closing Conditions

The obligation of the Lenders to enter into the Credit Documents is subject to satisfaction of the following conditions (in form and substance acceptable to the Lenders):

a. Credit Documents. Receipt by the Administrative Agent of duly executed copies of: (i) this Credit Agreement and (ii) the other Credit Documents.

b. Corporate Documents. Receipt by the Administrative Agent of the following:

1. Charter Documents. Copies of the articles of incorporation or other charter documents of each Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and certified by a secretary or assistant secretary of the relevant Borrower to be true and correct as of the Closing Date.
2. Bylaws. A copy of the bylaws of each Borrower certified by a secretary or assistant secretary of the relevant Borrower to be true and correct as of the Closing Date.
3. Resolutions. Copies of resolutions of the Board of Directors of each Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.
4. Good Standing. Copies of (a) certificates of good standing, existence or its equivalent with respect to each Borrower certified as of a recent date by the appropriate Governmental Authorities of its jurisdiction of incorporation and each other jurisdiction in which the failure to so qualify and be in good standing would have a Material Adverse Effect on such Borrower and (b) to the extent available, a certificate indicating payment of all corporate franchise taxes certified as of a recent date by the appropriate Governmental Authorities of each Borrower's jurisdiction of incorporation and each other jurisdiction from which the failure to pay such franchise taxes would have a Material Adverse Effect on such Borrower.

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c. Closing Certificate. Receipt by the Administrative Agent of a certificate of each Borrower, dated the Closing Date, substantially in the form of Exhibit 6.1(c), executed by any Assistant Treasurer and the Secretary or any Assistant Secretary of such Borrower, and attaching the documents referred to in subsections 6.1(b).

d. Outstanding Facility. DRI's $1,250,000,000 364-Day Credit Agreement, dated as of May 29, 2003, shall have been terminated and all amounts owing thereunder shall have been paid in full.

e. Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented.

f. Opinion of Counsel. Receipt by the Administrative Agent of an opinion, or opinions, satisfactory in form and content to the Administrative Agent and the Lenders, addressed to the Administrative Agent and each of the Lenders and dated as of the Closing Date, substantially in the form of Exhibit 6.1(f), from McGuireWoods LLP, legal counsel to the Borrowers.

g. Financial Statements. Receipt and approval by the Administrative Agent and the Lenders of the audited financial statements of each Borrower and its Consolidated Subsidiaries for each of the fiscal years ended as of December 31, 2002 and December 31, 2003 and the unaudited financial statements of each Borrower and its Consolidated Subsidiaries dated as of March 31, 2004.

h. Consents. Receipt by the Administrative Agent of a written representation from each Borrower that (i) all governmental, shareholder and third party consents (including Securities and Exchange Commission clearance) and approvals necessary or, in the reasonable opinion of the Administrative Agent, advisable in connection with the transactions contemplated hereby have been received and are in full force and effect and (ii) no condition or requirement of law exists which could reasonably be likely to restrain, prevent or impose any material adverse condition on the transactions contemplated hereby, and receipt by the Administrative Agent of copies of any required orders of the Virginia State Corporation Commission or any other state utilities commission approving the relevant Borrower's execution, delivery and performance of this Credit Agreement and the borrowings hereunder.

i. No Default; Representations and Warranties. As of the Closing Date (i) there shall exist no Default or Event of Default by any Borrower and (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects.

j. Material Adverse Effect. No event or condition shall have occurred since the dates of the financial statements delivered pursuant to Section 6.1(g) above that has or would be likely to have a material adverse effect, after taking into account applicable insurance, if any, on (a) the business, assets, liabilities (actual or contingent), operations or condition (financial or

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otherwise) of the Borrowers and their respective Consolidated Subsidiaries taken as a whole, (b) the ability of the Borrowers to perform their respective obligations under this Credit Agreement or (c) the validity or enforceability of this Credit Agreement, any of the other Credit Documents, or the rights and remedies of the Lenders hereunder or thereunder.

k. Other. Receipt by the Lenders of such other documents, instruments, agreements or information as reasonably requested by any Lender.

The Administrative Agent shall provide written notice to the Borrowers and the Lenders upon the occurrence of the Effective Date (as defined in Section 12.15).

6.2  Conditions to Loans

In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make new Loans to any Borrower (including the initial Loans to be made hereunder) or to issue, renew or participate in any Letter of Credit unless:

a. Request. Such Borrower shall have timely delivered a duly executed and completed Notice of Borrowing or Competitive Bid Request, as applicable, in conformance with all the terms and conditions of this Credit Agreement.

b. Representations and Warranties. The representations and warranties made by such Borrower in or pursuant to the Credit Documents are true and correct in all material respects at and as if made as of the date of the funding of the Loans or issuance or renewal of any Letter of Credit; provided, however, that the representation and warranty set forth in clause (ii) of the second paragraph of Section 7.6 hereof need not be true and correct as a condition to any borrowing utilized by the relevant Borrower in connection with the repayment of its commercial paper program or programs.

c. No Default. On the date of the funding of the Loans or issuance or renewal of any Letter of Credit, no Default or Event of Default with respect to such Borrower has occurred and is continuing or would be caused by making the Loans or issuing the Letter of Credit.

d. Availability. Immediately after giving effect to the making of a Loan (and the application of the proceeds thereof) or issuance of the Letter of Credit, the sum of Loans outstanding and the L/C Obligations shall not exceed the Revolving Loan Commitment.

The delivery of each Notice of Borrowing shall constitute a representation and warranty by such Borrower of the correctness of the matters specified in subsections (b), (c) and (d) above.

SECTION 7. REPRESENTATIONS AND WARRANTIES

Each Borrower, severally and not jointly, hereby represents and warrants to each Lender that:

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7.1  Organization and Good Standing.

Such Borrower and each Material Subsidiary of each Borrower (other than any Material Subsidiary that is not a corporation) (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (b) is duly qualified and in good standing as a foreign corporation authorized to do business in every jurisdiction where the failure to so qualify would have a Material Adverse Effect on such Borrower and (c) has the requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted. Each Material Subsidiary of such Borrower that is not a corporation (a) is a legal entity duly organized, existing and in good standing under the laws of its jurisdiction of organization, (b) is registered or qualified as an entity authorized to do business in every jurisdiction where the failure to be so registered or qualified would have a Material Adverse Effect on such Borrower and (c) has the re quisite power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted.

7.2  Due Authorization

Such Borrower (a) has the requisite corporate power and authority to execute, deliver and perform this Credit Agreement and the other Credit Documents and to incur the obligations herein and therein provided for and (b) is duly authorized to, and has been authorized by all necessary corporate action, to execute, deliver and perform this Credit Agreement and the other Credit Documents.

7.3  No Conflicts

Neither the execution and delivery of the Credit Documents nor the consummation of the transactions contemplated therein, nor performance of and compliance with the terms and provisions thereof by such Borrower will (a) violate or conflict with any provision of its articles of incorporation or bylaws, (b) violate, contravene or materially conflict with any law (including without limitation, the Public Utility Holding Company Act of 1935, as amended (the "1935 Act")), regulation (including without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or materially conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the violation of which could have a Material Adverse Effect on such Borrower or (d) result in or require the creation of any Lien upon or with respect to its properties.

7.4  Consents

No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required to be obtained or made by such Borrower in connection with such Borrower's execution, delivery or performance of this Credit Agreement or any of the other Credit Documents that has not been obtained or made.

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7.5  Enforceable Obligations

This Credit Agreement and the other Credit Documents have been duly executed and delivered and constitute legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their respective terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors' rights generally or by general equitable principles.

7.6  Financial Condition

The financial statements provided to the Lenders pursuant to Section 6.1(g) and pursuant to Section 8.1(a) and (b) present fairly the financial condition, results of operations and cash flows of such Borrower and its Consolidated Subsidiaries as of the date stated therein.

In addition, (i) such financial statements were prepared in accordance with GAAP and, (ii) since the latest date of such financial statements, there have occurred no changes or circumstances which have had or would be reasonably expected to have a Material Adverse Effect on such Borrower.

7.7  No Default

Neither such Borrower nor any of its Material Subsidiaries is in default in any respect under any contract, lease, loan agreement, indenture, mortgage, security agreement or other agreement or obligation to which it is a party or by which any of its properties is bound which default would have or would be reasonably expected to have a Material Adverse Effect on such Borrower.

7.8  Indebtedness

As of the Closing Date, such Borrower has no Indebtedness except as disclosed in the financial statements referenced in Section 6.1(g) and on Schedule 7.8.

7.9  Litigation

Except as disclosed in such Borrower's Annual Report on Form 10-K for the year ended December 31, 2003 and such Borrower's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, there are no actions, suits or legal, equitable, arbitration or administrative proceedings, pending or, to the knowledge of such Borrower, threatened against such Borrower or a Material Subsidiary of such Borrower in which there is a reasonable possibility of an adverse decision which would have or would reasonably be expected to have a Material Adverse Effect on such Borrower.

7.10  Taxes

Such Borrower and each Material Subsidiary of such Borrower has filed, or caused to be filed, all material tax returns (federal, state, local and foreign) required to be filed by it and paid all amounts of taxes shown thereon to be due (including interest and penalties) and has paid all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp

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taxes and intangibles taxes) owing by it, except for such taxes which are not yet delinquent or that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP. Such Borrower is not aware of any proposed tax assessments against it or any of its Material Subsidiaries.

7.11  Compliance with Law

Except as disclosed in such Borrower's Annual Report on Form 10-K for the year ended December 31, 2003 and such Borrower's Quarterly Report for the quarter ended March 31, 2004, such Borrower and each Material Subsidiary of such Borrower is in compliance with all laws, rules, regulations, orders and decrees applicable to it, or to its properties, unless such failure to comply would not have a Material Adverse Effect on such Borrower.

7.12  ERISA

a. No Reportable Event has occurred and is continuing with respect to any Plan of such Borrower; (b) no Plan of such Borrower has an accumulated funding deficiency determined under Section 412 of the Code; (c) no proceedings have been instituted, or, to the knowledge of such Borrower, planned to terminate any Plan of such Borrower; (d) neither such Borrower, nor any member of a Controlled Group including such Borrower, nor any duly-appointed administrator of a Plan of such Borrower has instituted or intends to institute proceedings to withdraw from any Multiemployer Pension Plan (as defined in Section 3(37) of ERISA); and (e) each Plan of such Borrower has been maintained and funded in all material respects in accordance with its terms and with the provisions of ERISA applicable thereto.

7.13  Use of Proceeds

The proceeds of the Loans made to such Borrower hereunder will be used solely for the purposes specified in Section 8.9.

7.14  Government Regulation

a. None of the proceeds of the Loans made to such Borrower hereunder will be used for the purpose of purchasing or carrying any "margin stock" which violates Regulation U or Regulation X or for the purpose of reducing or retiring in violation of Regulation U or Regulation X any Indebtedness which was originally incurred to purchase or carry "margin stock" or for any other purpose which might constitute this transaction a "purpose credit" in violation of Regulation U or Regulation X.

b. As of the Closing Date, Dominion Resources and CNG each is a registered "holding company" within the meaning of that term under the 1935 Act. The issuance by such Borrower of the Notes, its incurrence of the Indebtedness contemplated by this Credit Agreement and the borrowing, repayment and reborrowing of Loans and issuance and reimbursement of Letters of Credit hereunder are permitted by the 1935 Act and requires no authorization or approval of any Governmental Authority other than such authorizations and approvals as have already been obtained.

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c. Such Borrower is not an "investment company" registered or required to be registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and is not controlled by such a company, nor is otherwise subject to regulation under the Investment Company Act.

7.15  Solvency

Such Borrower is and, after the consummation of the transactions contemplated by this Credit Agreement and the other Credit Documents, will be Solvent.

SECTION 8. AFFIRMATIVE COVENANTS

Each Borrower, severally but not jointly, hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Loans made to it, together with interest, fees and other obligations hereunder, have been paid in full and the Commitments and all Letters of Credit hereunder shall have terminated:

8.1  Information Covenants

Such Borrower will furnish, or cause to be furnished, to the Administrative Agent and each Lender:

a. Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of such Borrower, a Form 10-K, as required to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Exchange Act, which includes financial information required by such Form 10-K, such financial information to be in reasonable form and detail and audited by Deloitte & Touche or another independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP (except for changes with which such accountants concur) and shall not be limited as to the scope of the audit or qualified in any respect.

b. Quarterly Financial Statements. As soon as available, and in any event within 60 days after the close of each of the first three fiscal quarters of such Borrower a Form 10-Q, as required to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Exchange Act, which includes the financial information required by such Form 10-Q, such financial information to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of the chief financial officer or treasurer of such Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of such Borrower and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments.

c.  Officer's Certificate. At the time of delivery of the financial statements provided for Sections 8.1 (a) and 8.1 (b) above, a certificate of the chief financial officer or treasurer of such Borrower, substantially in the form of Exhibit 8.1(c), (i) demonstrating compliance with the financial covenant contained in Section 8.11 by calculation thereof as of the end of each

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such fiscal period and (ii) stating that no Default or Event of Default by such Borrower exists, or if any such Default or Event of Default does exist, specifying the nature and extent thereof and what action such Borrower proposes to take with respect thereto.

d. Reports. Promptly upon transmission or receipt thereof, copies of any filings and registrations with, and reports to or from, the Securities and Exchange Commission, or any successor agency, and copies of all financial statements, proxy statements, notices and reports as Dominion Resources shall send to its shareholders.

e. Notices. Upon such Borrower obtaining knowledge thereof, such Borrower will give written notice to the Administrative Agent immediately of (i) the occurrence of an event or condition consisting of a Default or Event of Default by such Borrower, specifying the nature and existence thereof and what action such Borrower proposes to take with respect thereto and (ii) the occurrence of any of the following: (A) the pendency or commencement of any litigation, arbitral or governmental proceeding against such Borrower or a Material Subsidiary of such Borrower which, if adversely determined, is likely to have a Material Adverse Effect on such Borrower, (B) the institution of any proceedings against such Borrower or a Material Subsidiary of such Borrower with respect to, or the receipt of notice by such Person of potential liability or responsibility for violation, or alleged violation of any federal, state or local law, rule or regulation, the violation of which would likely have a Material Adverse Effect on such Borrower or (C) any notice or determination concerning the imposition of any withdrawal liability by a Multiemployer Plan against such Borrower or any of its ERISA Affiliates, the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA or the termination of any Plan of such Borrower.

f. Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of such Borrower as the Administrative Agent or the Required Lenders may reasonably request.

8.2  Preservation of Existence and Franchises

Such Borrower will do (and will cause each of its Material Subsidiaries to do) all things necessary to preserve and keep in full force and effect its existence, rights, franchises and authority; provided that nothing in this Section 8.2 shall prevent any transaction otherwise permitted under Section 9.2 or Section 9.3 or any change in the form of organization (by merger or otherwise) of any Material Subsidiary of any Borrower so long as such change shall not have an adverse effect on such Borrower's ability to perform its obligations hereunder.

8.3  Books and Records

Such Borrower will keep (and will cause each of its Material Subsidiaries to keep) complete and accurate books and records of its transactions in accordance with good accounting practices on the basis of GAAP (including the establishment and maintenance of appropriate reserves).

8.4  Compliance with Law

Such Borrower will comply (and will cause each of its Material Subsidiaries to comply) with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction would be reasonably expected to have a Material Adverse Effect on such Borrower.

8.5  Payment of Taxes.

Such Borrower will pay and discharge all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent; provided, however, that such Borrower shall not be required to pay any such tax, assessment, charge, levy, or claim which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP.

8.6  Insurance

Such Borrower will at all times maintain in full force and effect insurance (including worker's compensation insurance, liability insurance, casualty insurance and business interruption insurance) in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry practice.

8.7  Performance of Obligations

Such Borrower will perform (and will cause each of its Material Subsidiaries to perform) in all material respects all of its obligations under the terms of all material agreements, indentures, mortgages, security agreements or other debt instruments to which it is a party or by which it is bound.

8.8  ERISA

Such Borrower and each of its ERISA Affiliates will (a) at all times make prompt payment of all contributions (i) required under all employee pension benefit plans (as defined in Section 3(2) of ERISA) ("Pension Plans") and (ii) required to meet the minimum funding standard set forth in ERISA with respect to each of its Plans; (b) promptly upon request, furnish the Administrative Agent and the Lenders copies of each annual report/return (Form 5500 Series), as well as all schedules and attachments required to be filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA, and the regulations promulgated thereunder, in connection with each of its Pension Plans for each Plan Year (as defined in ERISA); (c) notify the Administrative Agent immediately of any fact, including, but not limited to, any Reportable Event arising in connection with any of its Plans, which might constitute grounds for termination thereof by the PBGC or for the appointment by the appropriate Unit ed States District Court of a trustee to administer such Plan, together with a statement, if requested by the Administrative Agent, as to the reason therefor and the action, if any, proposed to be taken in respect thereof; and (d) furnish to the Administrative Agent, upon its request, such additional information concerning any of its Plans as may be reasonably requested. Such Borrower will not nor will it permit any of its ERISA Affiliates to (A) terminate a

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Plan if any such termination would have a Material Adverse Effect on such Borrower or (B) cause or permit to exist any Reportable Event under ERISA or other event or condition which presents a material risk of termination at the request of the PBGC if such termination would have a Material Adverse Effects.

8.9  Use of Proceeds

The proceeds of the Loans made to each Borrower hereunder may be used solely (a) to provide credit support for such Borrower's commercial paper, (b) for working capital of such Borrower and its Subsidiaries and (c) for other general corporate purposes.

8.10  Audits/Inspections

Upon reasonable notice, during normal business hours and in compliance with the reasonable security procedures of such Borrower, such Borrower will permit representatives appointed by the Administrative Agent or any Lender, including, without limitation, independent accountants, agents, attorneys, and appraisers to visit and inspect such Borrower's property, including its books and records, its accounts receivable and inventory, the Borrower's facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit any Lender or the Administrative Agent or its representatives to investigate and verify the accuracy of information provided to the Lenders and to discuss all such matters with the officers, employees and representatives of such Borrower.

8.11  Total Funded Debt to Capitalization

The ratio of (a) Total Funded Debt to (b) Capitalization for such Borrower shall at all times be less than or equal to .65 to 1.00, in the case of Dominion Resources (on a consolidated basis), or .60 to 1.00, in the case of each of VaPower and CNG (each on a consolidated basis).

SECTION 9. NEGATIVE COVENANTS

Each Borrower, severally but not jointly, hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Loans, together with interest, fees and other obligations hereunder, have been paid in full and the Commitments and all Letters of Credit hereunder shall have terminated:

9.1  Nature of Business

Such Borrower will not alter the character of its business from that conducted as of the Closing Date and activities reasonably related thereto and similar and related businesses; provided, however, that VaPower may transfer assets related to its electric power generation and marketing and trading operations to one or more Wholly-Owned Subsidiaries of DRI to the extent permitted under Section 9.3.

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9.2  Consolidation and Merger

Such Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such Borrower exists:

a. a Subsidiary of such Borrower may be merged or consolidated with or into any Borrower; provided that a Borrower shall be the continuing or surviving entity;

b. such Borrower may merge or consolidate with any other Person if either (i) such Borrower shall be the continuing or surviving entity or (ii) such Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and

c. such Borrower may be merged or consolidated with or into any other Borrower.

9.3  Sale or Lease of Assets

Such Borrower will not convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its business or assets whether now owned or hereafter acquired, it being understood and agreed that VaPower may transfer assets related to its electric power generation and marketing and trading operations to one or more Wholly-Owned Subsidiaries generally in accordance with a plan submitted to the Virginia State Corporation Commission, provided that (i) each such Wholly-Owned Subsidiary remains at all times a Wholly Owned Subsidiary of Dominion Resources and (ii) the Ratings of Dominion Resources and VaPower will not be lowered to less than BBB by S&P or Baa2 by Moody's in connection with or as a result of such transfer.

9.4  Limitation on Liens

In the case of VaPower, VaPower shall not, nor shall it permit any of its Material Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for (i) Liens permitted by the First Mortgage Bond Indenture and (ii) Liens created in the ordinary course of business.

In the case of CNG, if CNG shall pledge, mortgage or hypothecate, or permit any Lien upon, any property or assets at any time owned by CNG and by reason thereof CNG would under the Indenture be obligated to cause the securities outstanding under the Indenture as from time to time in effect to be secured by such pledge, mortgage, hypothecation or other Lien, CNG shall concurrently make effective provision whereby the Loans outstanding hereunder will be equally and ratably secured with any and all other indebtedness thereby secured.

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In the case of Dominion Resources, if Dominion Resources shall pledge as security for any indebtedness or obligations, or permit any Lien as security for Indebtedness or obligations upon, any capital stock owned by it on the date hereof or thereafter acquired, of any of its Material Subsidiaries, Dominion Resources will secure the outstanding Loans ratably with the indebtedness or obligations secured by such pledge, except for Liens incurred or otherwise arising in the ordinary course of business.

9.5  Fiscal Year

Such Borrower will not change its fiscal year without prior notification to the Lenders.

SECTION 10. EVENTS OF DEFAULT

10.1  Events of Default

An Event of Default with respect to a Borrower shall exist upon the occurrence and continuation of any of the following specified events with respect to such Borrower (each an "Event of Default"):

a. Payment. Such Borrower shall:

1. default in the payment when due of any principal of any of the Loans or Reimbursement Obligations, or shall fail to deliver to the Administrative Agent, when due, any cash collateral required to be provided in accordance with Section 5.1(a); or
2. default, and such default shall continue for three or more days, in the payment when due of any interest on the Loans or of any fees or other amounts owing hereunder, under any of the other Credit Documents or in connection herewith.

b. Representations. Any representation, warranty or statement made or deemed to be made by such Borrower herein, in any of the other Credit Documents, or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto shall prove untrue in any material respect on the date as of which it was deemed to have been made.

c. Covenants. Such Borrower shall:

1. default in the due performance or observance of any term, covenant or agreement contained in Sections 8.2, 8.9, 8.11 or 9.1 through 9.5, inclusive; or
2. default in the due performance or observance by it of any term, covenant or agreement contained in Section 8.1(a), (b), (c) or (e) and such default shall continue unremedied for a period of five Business Days after the earlier of an officer of such Borrower becoming aware of such default or notice thereof given by the Administrative Agent; or

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3. default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in subsections (a), (b), (c)(i), or (c)(ii) of this Section 10.1) contained in this Credit Agreement or any other Credit Document and such default shall continue unremedied for a period of at least 30 days after the earlier of an officer of such Borrower becoming aware of such default or notice thereof given by the Administrative Agent.

d. Credit Documents. Any Credit Document shall fail to be in full force and effect with respect to such Borrower or to give the Administrative Agent and/or the Lenders the security interests, liens, rights, powers and privileges purported to be created thereby and relating to such Borrower.

e. Bankruptcy, etc. The occurrence of any of the following with respect to such Borrower or a Material Subsidiary of such Borrower (i) a court or governmental agency having jurisdiction in the premises shall enter a decree or order for relief in respect of such Borrower or a Material Subsidiary of such Borrower in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Borrower or a Material Subsidiary of such Borrower or for any substantial part of its property or ordering the winding up or liquidation of its affairs; or (ii) an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect is commenced against such Borrower or a Material Subsidiary of such Borrower and such petition remains unstayed and in effect for a period of 60 consecutive days; or (iii) such Borrower or a Material Subsidiary of such Borrower shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or any substantial part of its property or make any general assignment for the benefit of creditors; or (iv) such Borrower or a Material Subsidiary of such Borrower shall admit in writing its inability to pay its debts generally as they become due or any action shall be taken by such Person in furtherance of any of the aforesaid purposes.

f. Defaults under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $25,000,000, (i) such Borrower or a Material Subsidiary of such Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

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g. Judgments. One or more judgments, orders, or decrees shall be entered against such Borrower or a Material Subsidiary of such Borrower involving a liability of $25,000,000 or more, in the aggregate, (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage) and such judgments, orders or decrees shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (i) the last day on which such judgment, order or decree becomes final and unappealable and, where applicable, with the status of a judicial lien or (ii) 30 days.

h. ERISA. (i) Such Borrower, or a Material Subsidiary of such Borrower or any member of the Controlled Group including such Borrower shall fail to pay when due an amount or amounts aggregating in excess of $20,000,000 which it shall have become liable to pay under Title IV of ERISA; or (ii) notice of intent to terminate a Plan or Plans of such Borrower which in the aggregate have unfunded liabilities in excess of $20,000,000 (individually and collectively, a "Material Plan") shall be filed under Title IV of ERISA by such Borrower or any member of the Controlled Group including such Borrower, any plan administrator or any combination of the foregoing; or (iii) the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan of such Borrower; or (iv) a condition shall exist by reason of which the PBGC would be entitled to obtain a dec ree adjudicating that any Material Plan of such Borrower must be terminated; or (v) there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the Controlled Group including such Borrower to incur a current payment obligation in excess of $20,000,000.

i. Change of Control. The occurrence of any Change of Control with respect to such Borrower.

10.2  Acceleration; Remedies.

a. Upon the occurrence of an Event of Default with respect to any Borrower, and at any time thereafter unless and until such Event of Default has been waived by the Required Lenders or cured to the satisfaction of the Required Lenders, the Administrative Agent may with the consent of the Required Lenders, and shall, upon the request and direction of the Required Lenders, by written notice to such Borrower take any of the following actions without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against such Borrower, except as otherwise specifically provided for herein:

1. Termination of Commitments. Declare the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) terminated whereupon the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall be immediately terminated.
2. Acceleration of Loans. Declare the unpaid principal of and any accrued interest in respect of all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) and any and all other

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indebtedness or obligations of any and every kind (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to any of the Lenders or the Administrative Agent hereunder to be due whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources).

iiii. Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents, including, without limitation, all rights of set-off, as against such Borrower.

b. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources), all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders.

c. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, the Borrowers shall at such time deposit in a cash collateral account established with the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrowers hereunder and under the other Credit Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrowers hereunder and under the other Credit Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowers (or such other Person as may be lawfully entitled thereto).

10.3  Allocation of Payments After Event of Default

Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any Borrower, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows:

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FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees other than the fees of in-house counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below;

SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth below;

THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below;

FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth below;

FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses "FIRST" through "FOURTH" above; and

SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender's Commitment Percentages) of amounts available to be applied.

SECTION 11. AGENCY PROVISIONS

11.1  Appointment

Each Lender hereby designates and appoints JPMCB as administrative agent of such Lender to act as specified herein and the other Credit Documents, and each such Lender hereby authorizes the Administrative Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated by the terms hereof and of the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere herein and in the other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise e xist against the Administrative Agent. The provisions of

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this Section are solely for the benefit of the Administrative Agent and the Lenders and no Borrower shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Borrower.

11.2  Delegation of Duties

The Administrative Agent may execute any of its duties hereunder or under the other Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

11.3  Exculpatory Provisions

Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person's own gross negligence or willful misconduct), or responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by a Borrower contained herein or in any of the other Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrowers to perform their respective obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Le nder for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by a Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of a Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of a Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Le nders. None of the Lenders identified on the facing page or signature pages of this Agreement as "Syndication Agent" or "Co-Documentation Agents" shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

11.4  Reliance on Communications

The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to a Borrower, independent accountants

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and other experts selected by the Administrative Agent with reasonable care). The Administrative Agent may deem and treat the Lenders as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with Section 12.3(b). The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Credit Documents unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Documents in accordance with a request of the Required Len ders (or to the extent specifically provided in Section 12.6, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).

11.5  Notice of Default

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the relevant Borrower referring to the Credit Document, describing such Default or Event of Default and stating that such notice is a "notice of default." In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be directed by the Required Lenders (or, to the extent specifically provided in Section 12.6, all the Lenders).

11.6  Non-Reliance on Administrative Agent and Other Lenders

Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any review of the affairs of a Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of a Borrower and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance u pon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of a Borrower. Except for (i) delivery of the Credit Documents and (ii) notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to

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provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of a Borrower which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

11.7  Indemnification

Each Lender agrees to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by a Borrower and without limiting the obligation of a Borrower to do so), ratably according to its Revolving Loan Commitment, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent in its capacity as such in any way relating to or arising out of this Credit Agreement or the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities , obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder and under the other Credit Documents.

11.8  Administrative Agent in Its Individual Capacity

The Administrative Agent and its Affiliates may make loans to, issue or participate in Letters of Credit for the account of, accept deposits from and generally engage in any kind of business with a Borrower as though the Administrative Agent were not Administrative Agent hereunder. With respect to the Loans made by it, the Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though they were not Administrative Agent, and the terms "Lender" and "Lenders" shall include the Administrative Agent in its individual capacity.

11.9  Successor Administrative Agent

The Administrative Agent may, at any time, resign upon 30 days written notice to the Lenders. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent until such time, if any, as a successor Administrative Agent shall have been so appointed and shall have accepted such appointment as provided for above).

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Upon the acceptance of any appointment as Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

SECTION 12. MISCELLANEOUS

12.1  Notices

Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (a) when delivered, (b) when transmitted via telecopy (or other facsimile device), (c) the Business Day following the day on which the same has been delivered prepaid (or pursuant to an invoice arrangement) to a reputable national overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address or telecopy numbers set forth on Schedule 12.1, or at such other address as such party may specify by written notice to the other parties hereto.

Notices and other communications to any Lender hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or a Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

12.2  Right of Set-Off; Adjustments

In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or c laims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

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Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a "Benefitted Lender") shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such colla teral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

12.3  Benefit of Agreement

a.  Generally. This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that a Borrower may not assign and transfer any of its interests (except as permitted by Section 8.2) without prior written consent of the Lenders; and provided further that the rights of each Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in this Section 12.3.

b.  Assignments. Each Lender may assign all or a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its Loans, its Notes, and its Commitment); provided, however, that:

1. each such assignment shall be to an Eligible Assignee;
2. each of (A) the Administrative Agent and (B) the Issuing Lenders, shall have provided their written consent (not to be unreasonably withheld);
3. DRI shall have provided its written consent (not to be unreasonably withheld) which consent shall not be required during the existence of a Default or Event of Default;
4. any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof;
5. each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and

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6. the parties to such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment Agreement in substantially the form of Exhibit 12.3, together with a processing fee from the assignor of $4,000.

Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4.

By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of a Borrower or the performance or observance by such Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents ; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests,

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including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

c.  Register. The Administrative Agent shall maintain a copy of each Assignment Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time by each Borrower (collectively, the "Registers"). The entries in the Registers shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the relevant Register as a Lender hereunder for all purposes of this Credit Agreement. The Registers shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.

d.  Acceptance. Upon its receipt of an assignment agreement executed by the parties thereto, together with any Note subject to such assignment and payment of the processing fee, the Administrative Agent shall, if such Assignment Agreement has been completed and is in substantially the form of Exhibit 12.3, (i) accept such assignment agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the parties thereto.

e.  Participations. Each Lender may sell, transfer, grant or assign participations in all or any part of such Lender's interests and obligations hereunder; provided that (i) such selling Lender shall remain a "Lender" for all purposes under this Credit Agreement (such selling Lender's obligations under the Credit Documents remaining unchanged) and the participant shall not constitute a Lender hereunder, (ii) no such participant shall have, or be granted, rights to approve any amendment or waiver relating to this Credit Agreement or the other Credit Documents except to the extent any such amendment or waiver would (A) reduce the principal of or rate of interest on or fees in respect of any Loans in which the participant is participating, or (B) postpone the date fixed for any payment of principal (including extension of the Maturity Date or the date of any mandatory prepayment), interest or fees in respect of any Loans in which the participant is participating an d (iii) sub-participations by the participant (except to an Affiliate, parent company or Affiliate of a parent company of the participant) shall be permitted with the consent of the Borrowers (which, in each case, shall not be unreasonably withheld or delayed and shall not be required during the existence of a Default or Event of Default). In the case of any such participation, the participant shall not have any rights under this Credit Agreement or the other Credit Documents (the participant's rights against the selling Lender in respect of such participation to be those set forth in the participation agreement with such Lender creating such participation) and all amounts payable by such Borrower hereunder shall be determined as if such Lender had not sold such participation; provided, however, that such participant shall be entitled to receive additional amounts under Section 4 to the same extent that the Lender from which such participant acquired its participation would be entitled to the ben efit of such cost protection provisions.

f.  Payments. No Eligible Assignee, participant or other transferee of any Lender's rights shall be entitled to receive any greater payment under Section 4 than such Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the relevant Borrower's written consent.

Page 57

g.  Nonrestricted Assignments. Notwithstanding any other provision set forth in this Credit Agreement, any Lender may at any time assign and pledge all or any portion of its Loans and its Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A and any operating circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.

h.  Information. Any Lender may furnish any information concerning a Borrower or any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants) who is notified of the confidential nature of the information and agrees to use its reasonable best efforts to keep confidential all non-public information from time to time supplied to it.

12.4  No Waiver; Remedies Cumulative

No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between a Borrower and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or demand on a Borrower in any case shall entitle such Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand.

12.5  Payment of Expenses, etc.

Each Borrower agrees to: (a) pay all reasonable out-of-pocket costs and expenses of (i) the Administrative Agent in connection with the negotiation, preparation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of outside legal counsel to the Administrative Agent) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by such Borrower under this Credit Agreement and (ii) of the Administrative Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel fo r the Administrative Agent and each of the Lenders) against such Borrower; and (b) indemnify the Administrative Agent and each Lender and its Affiliates, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender or its Affiliates is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other extensions

Page 58

of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document by such Borrower, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified).

12.6  Amendments, Waivers and Consents

Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby:

a.  extend the Maturity Date;

b.  reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;

c.  reduce or forgive the principal amount of any Loan;

d.  increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);

e.  release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations;

f.  amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 11.7, 12.2, 12.3 or 12.5;

g.  reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or

h.  release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding.

Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be.

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein.

Page 59

12.7  Counterparts; Telecopy

This Credit Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Credit Agreement to produce or account for more than one such counterpart. Delivery of executed counterparts by facsimile shall be effective as an original and shall constitute a representation that an original will be delivered.

12.8  Headings

+The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement.

12.9  Defaulting Lender

Each Lender understands and agrees that if such Lender is a Defaulting Lender then it shall not be entitled to vote on any matter requiring the consent of the Required Lenders or to object to any matter requiring the consent of all the Lenders; provided, however, that all other benefits and obligations under the Credit Documents shall apply to such Defaulting Lender.

12.10  Survival of Indemnification and Representations and Warranties

All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

12.11  GOVERNING LAW

THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each Borrower irrevocably consents to the service of process out of any competent court in any action or proceeding brought in connection with this Credit Agreement by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 12.1, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by law.

12.12  WAIVER OF JURY TRIAL

EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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12.13  Severability

If any provision of any of the Credit Documents is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

12.14  Entirety

This Credit Agreement together with the other Credit Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the transactions contemplated herein and therein.

12.15  Binding Effect

This Credit Agreement shall become effective at such time (the "Effective Date") when all of the conditions set forth in Section 6.1 have been satisfied or waived by the Lenders and this Credit Agreement shall have been executed by each of the Borrowers and the Administrative Agent, and the Administrative Agent shall have received copies (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of each Borrower, the Administrative Agent and each Lender and their respective successors and permitted assigns.

12.16  Submission to Jurisdiction

Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Credit Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Credit Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Credit Agreement against any Borrower or its properties in the courts of any jurisdiction. Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Credit Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the Borrowers also hereby irrevocably and unconditionally waives any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

12.17  Confidentiality

Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Borrower pursuant to this Agreement that is designated by such Borrower as confidential; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any of its Affiliates, (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Assignee or participant, (c) to its employees, directors, agents, attorneys and accountants or those of any of its affiliates, (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any requirement of law, (f) if required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National A ssociation of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender's investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Credit Document.

12.18  Designation of SPVs

Notwithstanding anything to the contrary contained herein, any Lender, (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPV"), identified as such in writing from time to time by such Granting Lender to the Administrative Agent and the Borrowers, the option to fund all or any part of any Loan that such Granting Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to fund any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPV shall have any voting rights pursuant to Section 12.6 and (iv) with respect to notices, payments and other matters hereunder, the Borrowers, the Administrative Agent and the Lenders shall not be obligated to deal with an SPV, but may limit their communications and other dealings relevant to such SPV to the applicable Granting Lender. The funding of a Loan by an SPV hereunder shall utilize the Revolving Loan Commitment of the Granting Lender to the same extent that, and as if, such Loan were funded by such Granting Lender.

As to any Loans or portion thereof made by it, each SPV shall have all the rights that its applicable Granting Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however, that each SPV shall have granted to its Granting Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Granting Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Granting Lender as agent for such SPV.

Page 62

Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.

In addition, notwithstanding anything to the contrary contained in this Credit Agreement, any SPV may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 12.17 may not be amended without the written consent of any Granting Lender affected thereby.

12.19  USA Patriot Act

Each Lender hereby notifies each Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the "Act"), it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow such Lender to identify each Borrower in accordance with the Act.

[Remainder of Page Intentionally Blank]

Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written.

DOMINION RESOURCES, INC.,
as a Borrower

By:     /s/ James P. Carney                                               
Name: James P. Carney
Title: Assistant Treasurer

VIRGINIA ELECTRIC AND POWER COMPANY,
as a Borrower

By:     /s/ James P. Carney                                               
Name: James P. Carney
Title: Assistant Treasurer

CONSOLIDATED NATURAL GAS COMPANY,
as a Borrower

By:     /s/ James P. Carney                                               
Name: James P. Carney
Title: Assistant Treasurer

JPMORGAN CHASE BANK,
as Administrative Agent and as a Lender

By:      /s/ Peter M.Ling                                                  
Name: Peter M. Ling
Title: Managing Director

BARCLAYS BANK PLC, as Syndication
Agent and as a Lender

By:      /s/ Gary B. Wenslow                                             
Name: Gary B. Wenslow
Title: Associate Director

Bank of America, N.A.,
as a Lender

By:      /s/ Daryl G. Patterson                                            
Name: Daryl G. Patterson
Title: Managing Director

Citibank, N.A., as a Lender

By:      /s/ Dhaya Ranganathan                                            
Name: Dhaya Ranganthan
Title: Director

THE BANK OF NOVA SCOTIA,
as a Lender

By:      /s/ Frank Sandler                                            
Name: Frank F. Sandler
Title: Managing Director

THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH, as a Lender

By:      /s/ Linda Tam                                            
Name: Linda Tam
Title: Authorized Signatory

ABN AMRO Bank, N.V.,
as a Lender

By:      /s/ Stephanie B. Casas                                            
Name: Stephanie B. Casas
Title: Vice President

By:      /s/ R. Scott Donaldson                                            
Name: R. Scott Donaldson
Title: Vice President

WILLIAM STREET COMMITMENT CORPORATION,
(Recourse only to assets of William Street Commitment Corporation)

By:      /s/ J.M. Hill                                            
Jennifer M. Hill
CFO

LEHMAN BROTHERS BANK, FSB,
as a Lender

By:      /s/ Janine B. Shugan                                            
Name: Janine B. Shugan
Title: Authorized Signatory

UBS LOAN FINANCE, LLC

By:      /s/ Salloz Sikka                                            
Salloz Sikka
Associate Diretor
Banking Product Services, US

By:      /s/ Joselin Fernandes                                            
Joselin Fernandes
Associate Diretor
Banking Product Services, US

WACHOVIA BANK,NATIONAL ASSOCIATION
as a Lender

By:      /s/ Lawrence P. Sullivan                                            
Name: Lawrence P. Sullivan
Title: Director

Deutsche Bank AG New York Branch,
as a Lender

By:      /s/ Michael Starmer-Smith                                          
Name: Michael Starmer-Smith
Title: Managing Director

By:      /s/ Joel Makowsky                                          
Name: Joel Makowsky
Title: Director

Key Bank National Association,
as a Lender

By:      /s/ Thomas J. Purcell                                          
Name: Thomas J. Purcell
Title: Senior Vice President

Merrill Lynch Bank, USA,
as a Lender

By:      /s/ Louis Alder                                        
Name: Louis Alder
Title: Director

CREDIT SUISSE FIRST BOSTON,
ACTING THROUGH ITS CAYMAN
ISLANDS BRANCH
as a Lender

By:      /s/ Paul Colon                                        
Name: Paul Colon
Title: Director

By:      /s/ Denise Alvarez                                        
Name: Denise Alvarez
Title: Associate

MORGAN STANLEY BANK,
as a Lender

By:      /s/ Daniel Twenge                                     
Name: Daniel Twenge
Title: Vice President

SunTrust Bank
as a Lender

By:      /s/ Mark A.Flatin                                        
Name: Mark A. Flatin
Title: Director

Mizuho Corporate Bank, Ltd.,
as a Lender

By:      /s/ Mark S. Gronich                                  
Name: Mark S. Gronich
Title: Senior Vice President

THE BANK OF NEW YORK,
as a Lender

By:      /s/ John N.Watt                                  
Name: John N. Watt
Title: Vice President

KBC BANK, N.V., as a Lender

By:      /s/ Jean-Pierre Diels                                  
Name: Jean-Pierre Diels
Title: First Vice President

By:      /s/ Eric Raskin                                  
Name: Eric Raskin
Title: Vice President

UFJ Bank Limited
New York Branch
as a Lender

By:      /s/ John T. Feeney                                  
Name: John T. Feeney
Title: Vice President

EX-12

Exhibit 12

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

(millions of dollars)

				Years Ended
			12 Months Ended June 30, 2004 (a)		2003 (b)	2002	2001 (c)	2000 (d)	1999
Earnings, as defined:
	Earnings before income taxes and minority interests in consolidated subsidiaries		$ 1,626		$ 1,547	$  2,043	$  914	$  600	$  829
	Distributed income from unconsolidated investees, less equity in earnings		(2)		(5)	24	33	6
	Fixed charges included in the determination of net income		994		1,010	975	1,026	1,042	583
		Total earnings, as defined	$ 2,618		$ 2,552	$ 3,042	$ 1,973	$ 1,648	$ 1,412
	Fixed charges, as defined:
		Interest charges	$ 1,054		$ 1,084	$ 1,051	$1,063	$1,039	$ 592
		Rental interest factor	31		31	27	19	18	8
		Total fixed charges, as defined	$ 1,085		$ 1,115	$ 1,078	$1,082	$1,057	$ 600
Ratio of Earnings to Fixed Charges			2.41		2.29	2.82	1.82	1.56	2.35

(a) Earnings for the twelve months ended June 30, 2004 include a $126 million impairment of Dominion Capital, Inc. assets, a $26 million impairment of certain assets held for sale, $178 million for restoration expenses related to Hurricane Isabel, $105 million related to the termination of power purchase contracts, $64 million for the restructuring and termination of certain electric sales contracts, $60 million related to impairments of our investment in Dominion Telecom, and $13 million related to severance cost, net legal settlements and the write-off of a cost method investment. Excluding these items from the calculation would result in a higher ratio of earnings to fixed charges for the twelve months ended June 30, 2004.

(b) Earnings for the twelve months ended December 31, 2003 include a $134 million impairment of Dominion Capital, Inc. assets, $28 million for severance costs related to workforce reductions, a $84 million impairment of certain assets held for sale, $197 million for restoration expenses related to Hurricane Isabel, $105 million related to the termination of a power purchase contract, $64 million for the restructuring and termination of certain electric sales contracts, and $144 million related to our investment in Dominion Telecom including impairments, the cost of refinancings, and reallocation of equity losses. Excluding these items from the calculation would result in a higher ratio of earnings to fixed charges for the twelve months ended December 31, 2003.

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

(d) Earnings for the twelve months ended December 31, 2000 include $579 million in restructuring and other acquisition-related costs resulting from the CNG acquisition and a write-down at Dominion Capital, Inc. Excluding these items from the calculation above would result in a higher ratio of earnings to fixed charges for the twelve months ended December 31, 2000.

EX-31.1

Exhibit 31.1

I, Thos. E. Capps, certify that:

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

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

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

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 5(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2004
	/s/ Thos. E. Capps           Thos. E. Capps Chief Executive Officer

EX-31.2

Exhibit 31.2

I, Thomas N. Chewning, certify that:

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

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

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

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 5(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2004
	/s/ Thomas N. Chewning        Thomas N. Chewning Executive Vice President and Chief Financial Officer

EX-32

Exhibit 32

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

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Dominion Resources, Inc. (the Company), certify that:

1. the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (the "Report") of the Company to which this certification is an exhibit fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)).
   
   
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of June 30, 2004 and for the period then ended.

    /s/ Thos E. Capps                                      
Thos. E. Capps
Chief Executive Officer
August 4, 2004

    /s/ Thomas N. Chewning                            
Thomas N. Chewning
Executive Vice President and
Chief Financial Officer
August 4, 2004

EX-99

Exhibit 99

DOMINION RESOURCES, INC.

CONDENSED CONSOLIDATED EARNINGS STATEMENT
(Unaudited)

	12 Months Ended June 30, 2004
	(millions)
Operating Revenue	$12,788
Operating Expenses	10,348
Income from operations	2,440
Other income	142
Interest and related charges	960
Income before income taxes and minority interests	1,622
Income taxes	625
Income from continuing operations before cumulative    effect of changes in accounting principles	997
Loss from discontinued operations (net of income taxes    of $37)	(637)
Cumulative effect of changes in accounting principles    (net of income taxes of $64)	(102)
Net income	$ 258
Earnings Per Common Share - Basic
Income from continuing operations before cumulative    effect of changes in accounting principles	$3.07
Loss from discontinued operations	(1.96)
Cumulative effect of changes in accounting principles	(0.31)
Net income	$0.80
Earnings Per Common Share - Diluted
Income from continuing operations before cumulative    effect of changes in accounting principles	$3.06
Loss from discontinued operations	(1.96)
Cumulative effect of changes in accounting principle	(0.31)
Net income	$0.79

The condensed consolidated earnings statement for the twelve months ended June 30, 2004 reflects the cumulative effect of adopting the following accounting standards:

• Dominion adopted Statement of Financial Accounting Standards No. 133 Implementation Issue No. C20, Interpretation of the Meaning of 'Not Clearly and Closely Related' in Paragraph 10(b) regarding Contracts with a Price Adjustment Feature on October 1, 2003. The cumulative effect of adopting C20 was an after-tax charge of $75 million.
• Dominion adopted FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, (FIN 46R) on December 31, 2003 with respect to special purpose entities. The cumulative effect of adopting FIN 46R was an after-tax charge of $27 million.