-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LDYzL9Lc7Xf/t9geRubhWtkf21ZnbxOeeXQOMWfhRYZh3nTLztHiV2vYx8gZnFE9 DGhUQGZgnNUhbOV0cq6v1Q== /in/edgar/work/20000911/0001021408-00-002793/0001021408-00-002793.txt : 20000922 0001021408-00-002793.hdr.sgml : 20000922 ACCESSION NUMBER: 0001021408-00-002793 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20000906 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMINION RESOURCES INC /VA/ CENTRAL INDEX KEY: 0000715957 STANDARD INDUSTRIAL CLASSIFICATION: [4911 ] IRS NUMBER: 541229715 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08489 FILM NUMBER: 720787 BUSINESS ADDRESS: STREET 1: 120 TREDEGAR STREET STREET 2: P O BOX 26532 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8048192000 MAIL ADDRESS: STREET 1: P O BOX 26532 STREET 2: 901 EAST BYRD STREET CITY: RICHMOND STATE: VA ZIP: 23261 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: September 6, 2000 (Date of earliest event reported) Dominion Resources, Inc. (Exact name of registrant as specified in its charter) Virginia 001-08489 54-1229715 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization) File Number) Identification No.) 120 Tredegar Street Richmond, Virginia 23219-3932 (804) 819-2000 (Address including zip code, and telephone number, including area code, of registrant's principal executive offices) (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS On September 6, 2000, Dominion Resources, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Banc of America Securities LLC and Morgan Stanley & Co. Incorporated, as Representatives of the Underwriters named in the Underwriting Agreement, for the sale of $200, million aggregate principal amount of the Company's 7.40% Series D Remarketable Notes due 2012, $250, million aggregate principal amount of the Company's 7.82% Series E Remarketable Notes due 2014 and $250, million aggregate principal amount of the Company's Floating Rate Series F Remarketable Notes due 2012. Such Remarketable Notes, which are designated the 7.40% Series D Remarketable Notes due 2012, 7.82% Series E Remarketable Notes due 2014 and the Floating Rate Series F Remarketable Notes due 2012, are a portion of the $4.5 billion aggregate principal amount of securities that were registered by the Company pursuant to a registration statement on Form S-3 under Rule 415 under the Securities Act of 1933, as amended, which registration statement was declared effective on January 6, 2000 (Registration No. 333-93187). A copy of the Underwriting Agreement including exhibits thereto, is filed as Exhibit 1 to this Form 8-K. Copies of a form of fixed rate remarketable note supplemental indenture, pursuant to which the 7.40% Series D Remarketable Notes Due 2012 and 7.82% Series E Remarketable Notes Due 2014 will be issued, and a form of floating rate remarketable note supplemental indenture, pursuant to which the Floating Rate Series F Remarketable Notes Due 2012 will be issued, are filed as Exhibits 4.2 and 4.3, respectively, to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibits 1 Underwriting Agreement, dated September 6, 2000, between the Company and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated., as Representatives of the Underwriters named in the Underwriting Agreement (filed herewith). 4.1 Form of Senior Indenture, dated as of June 1, 2000, between the Company and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4(iii) to the Company's Registration Statement on Form S-3 (Registration No. 333-93187). 4.2 Form of fixed rate remarketable note supplemental indenture to the Senior Indenture pursuant to which the 7.40% Series D Remarketable Notes Due 2012 and 7.82% Series E Remarketable Notes Due 2014 will be issued. The form of fixed rate remarketable note for the 7.40% Series D Remarketable Notes Due 2012 and 7.82% Series E Remarketable Notes Due 2014 is included as Exhibit A to the form of fixed rate remarketable note supplemental indenture (filed herewith). 4.3 Form of floating rate remarketable note supplemental indenture to the Senior Indenture pursuant to which the Floating Rate Series F Remarketable Notes Due 2012 will be issued. The form of floating rate remarketable note for the Floating Rate Series F Remarketable Notes Due 2012 is included as Exhibit A to the form of floating rate remarketable note supplemental indenture (filed herewith). 8 Tax opinion of McGuireWoods LLP (filed herewith). 12 Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to the Company's Current Report on Form 8-K, dated July 10, 2000 (File No. 001-08489)). 23 Consent of McGuireWoods LLP is included in the tax opinion filed as Exhibit 8. 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 /s/ James P. Carney --------------------------------- James P. Carney Assistant Treasurer Date: September 8, 2000 EXHIBIT LIST 1 Underwriting Agreement, dated September 6, 2000, between the Company and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated., as Representatives of the Underwriters named in the Underwriting Agreement (filed herewith). 4.1 Form of Senior Indenture, dated as of June 1, 2000, between the Company and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4(iii) to the Company's Registration Statement on Form S-3 (Registration No. 333-93187). 4.2 Form of fixed rate remarketable note supplemental indenture to the Senior Indenture pursuant to which the 7.40% Series D Remarketable Notes Due 2012 and 7.82% Series E Remarketable Notes Due 2014 will be issued. The form of fixed rate remarketable note for the 7.40% Series D Remarketable Notes Due 2012 and 7.82% Series E Remarketable Notes Due 2014 is included as Exhibit A to the form of fixed rate remarketable note supplemental indenture (filed herewith). 4.3 Form of floating rate remarketable note supplemental indenture to the Senior Indenture pursuant to which the Floating Rate Series F Remarketable Notes Due 2012 will be issued. The form of floating rate remarketable note for the Floating Rate Series F Remarketable Notes Due 2012 is included as Exhibit A to the form of floating rate remarketable note supplemental indenture (filed herewith). 8 Tax opinion of McGuireWoods LLP (filed herewith). 12 Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to the Company's Current Report on Form 8-K, dated July 10, 2000 (File No. 001-08489)). 23 Consent of McGuireWoods LLP is included in the tax opinion filed as Exhibit 8. EX-1 2 0002.txt UNDERWRITING AGREEMENT Exhibit 1 DOMINION RESOURCES, INC. 7.40 % Series D Remarketable Notes Due September 16, 2012 (Remarketing Date: September 16, 2002) 7.82 % Series E Remarketable Notes Due September 15, 2014 (Remarketing Date: September 15, 2004) Floating Rate Series F Remarketable Notes Due September 16, 2012 (Remarketing Date: September 16, 2002) UNDERWRITING AGREEMENT September 6, 2000 Banc of America Securities LLC Morgan Stanley & Co. Incorporated as Representatives for the Underwriters listed in Schedule II hereto Banc of America Securities LLC 100 North Tryon Street - Capital Markets Division Charlotte, North Carolina 28255 Mail Code: NC1-007-07-01 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Ladies and Gentlemen: The undersigned, Dominion Resources, Inc. (the Company), hereby confirms its agreement with the several Underwriters named in Schedule II hereto (the Agreement) with respect to the sale to the several Underwriters of certain of its 7.40 % Series D Remarketable Notes Due September 16, 2012 (Remarketing Date: September 16, 2002), 7.82 % Series E Remarketable Notes Due September 15, 2014 (Remarketing Date: September 15, 2004) and Floating Rate Series F -1- Remarketable Notes Due September 16, 2012 (Remarketing Date: September 16, 2002) (collectively, the Remarketable Notes) specified in Schedule I hereto, and the public offering thereof by the several Underwriters, upon the terms specified in Schedule I hereto. 1. Underwriters and Representatives. The term "Underwriters" as used herein shall be deemed to mean the several persons, firms or corporations (including the Representatives hereinafter mentioned) named in Schedule II hereto, and the term "Representatives" as used herein shall be deemed to mean the Representatives to whom this Agreement is addressed, who by signing this Agreement represent that they have been authorized by the other Underwriters to execute this Agreement on their behalf and to act for them in the manner herein provided. If there shall be only one person, firm or corporation named in Schedule II hereto, the term "Underwriters" and the term "Representatives" as used herein shall mean that person, firm or corporation. All obligations of the Underwriters hereunder are several and not joint. Any action under or in respect of this Agreement taken by the Representatives will be binding upon all the Underwriters. 2. Description of the Remarketable Notes. Schedule I specifies the aggregate principal amount of the Remarketable Notes, the initial public offering price of the Remarketable Notes, the purchase price to be paid by the Underwriters, and any concession from the initial public offering price to be allowed to dealers or brokers, and sets forth the date, time and manner of delivery of the Remarketable Notes and payment therefor. Schedule I also specifies (to the extent not set forth in the Registration Statement and Prospectus referred to below) the terms and provisions for the purchase of such Remarketable Notes. The Remarketable Notes will be issued under the Company's Senior Indenture dated as of June 1, 2000, between the Company and The Chase Manhattan Bank, as Trustee (the Trustee), as supplemented by a First Supplemental Indenture dated as of June 1, 2000, a Second Supplemental Indenture dated as of July 1, 2000, a Third Supplemental Indenture, dated as of July 1, 2000, a Fourth Supplemental Indenture dated as of September 1, 2000, a Fifth Supplemental Indenture dated as of September 1, 2000, and a Sixth Supplemental Indenture dated as of September 1, 2000 (collectively, the Indenture). In connection with the issuance of the Remarketable Notes, the Company will enter into a remarketing agreement or remarketing agreements (collectively the Remarketing Agreement) with the Remarketing Dealer or Remarketing Dealers named therein. 3. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Underwriters that: (a) A registration statement, No. 333-93187 on Form S-3 for the registration of the Remarketable Notes under the Securities Act of 1933, as amended (the Securities Act), heretofore filed with the Securities and Exchange Commission (the Commission), a copy of which as so filed has been delivered to you, has become effective. The registration statement, including all exhibits thereto, as amended through the date hereof, is hereinafter referred to as the "Registration Statement"; the prospectus relating to the Remarketable Notes included in the Registration Statement, which prospectus is now proposed to be supplemented by a supplement relating to the Remarketable Notes to be filed with the Commission under the Securities -2- Act, as so supplemented, is hereinafter referred to as the "Prospectus". As used herein, the terms "Registration Statement", "prospectus" and "Prospectus" include all documents (including any Current Report on Form 8-K) incorporated therein by reference, and shall include any documents (including any Current Report on Form 8-K) filed after the date of such Registration Statement, prospectus or Prospectus and incorporated therein by reference from the date of filing of such incorporated documents (collectively, the Incorporated Documents). (b) No order suspending the effectiveness of the Registration Statement or otherwise preventing or suspending the use of the Prospectus has been issued by the Commission and is in effect and no proceedings for that purpose are pending before or, to the knowledge of the Company, threatened by the Commission. The Registration Statement and the Prospectus comply in all material respects with the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the Securities Exchange Act), the Trust Indenture Act of 1939, as amended (the Trust Indenture Act), and the rules, regulations and releases of the Commission thereunder (the Rules and Regulations) and, neither the Registration Statement on the date it was declared effective (the Effective Date) nor the Prospectus on the date hereof contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, on the Closing Date (as defined below), the Registration Statement and the Prospectus (including any amendments and supplements thereto) will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that the foregoing representations and warranties in this Section 3(b) shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon information furnished herein or in writing to the Company by the Underwriters or on the Underwriters' behalf through the Representatives for use in the Registration Statement or Prospectus or the part of the Registration Statement which constitutes the Trustee's Statement of Eligibility under the Trust Indenture Act; and provided, further, that the foregoing representations and warranties are given on the basis that any statement contained in an Incorporated Document shall be deemed not to be contained in the Registration Statement or Prospectus if the statement has been modified or superseded by any statement in a subsequently filed Incorporated Document or in the Registration Statement or Prospectus or in any amendment or supplement thereto. (c) Except as reflected in, or contemplated by, the Registration Statement and Prospectus (exclusive of any amendments or supplements after the date hereof), since the respective most recent dates as of which information is given in the Registration Statement and Prospectus (exclusive of any amendments or supplements after the -3- date hereof), there has not been any material adverse change or event which would result in a material adverse effect on the condition of the Company and its subsidiaries taken as a whole, financial or otherwise (a Material Adverse Effect). The Company and its subsidiaries taken as a whole have no material contingent financial obligation which is not disclosed in the Registration Statement and the Prospectus. (d) Deloitte & Touche LLP who have examined certain of the Company's financial statements filed with the Commission and incorporated by reference in the Registration Statement, are independent public accountants as required by the Securities Act and the rules and regulations of the Commission thereunder. (e) Virginia Electric and Power Company, Consolidated Natural Gas Company, Dominion Transmission, Inc. and Dominion Capital, Inc. are the only Significant Subsidiaries of the Company as such term is defined in Rule 1-02 of Regulation S-X (when such Rule is applied to the proforma fiscal year ended December 31, 1999). All of the issued and outstanding capital stock of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and nonassessable, and, with the exception of the outstanding preferred stock of Virginia Electric and Power Company which is owned by third parties, the capital stock of each Significant Subsidiary is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, encumbrance or equitable right. (f) The execution, delivery and performance of this Agreement, the Indenture, the Remarketing Agreement and the Remarketable Notes and the consummation of the transactions contemplated in this Agreement, the Remarketing Agreement and in the Registration Statement (including the issuance and sale of the Remarketable Notes and the use of the proceeds from the sale of the Remarketable Notes as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Company with its obligations under this Agreement, the Remarketing Agreement, the Indenture and the Remarketable Notes do not and will not, whether with or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or default under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or instrument, to which the Company or any subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not have a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or bylaws of the Company or any subsidiary, or any applicable law, statute, rule, regulation, judgment, order, writ or decree, known to the Company, of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their respective properties, assets or operations, and the Company has full power and authority to authorize, issue and sell the Remarketable Notes as contemplated by this Agreement. -4- 4. Public Offering. On the basis of the representations and warranties herein contained, but subject to the terms and conditions in this Agreement set forth, the Company agrees to sell to each of the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the price, place and time hereinafter specified, the principal amount of the Remarketable Notes set forth opposite the name of such Underwriter in Schedule II hereto. The Underwriters agree to make a public offering of their respective Remarketable Notes specified in Schedule II hereto at the initial public offering price specified in Schedule I hereto. It is understood that after such initial offering the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify such offering without notice. 5. Time and Place of Closing. Delivery of the Remarketable Notes to, and payment therefor by, the Representatives for the accounts of the several Underwriters shall be made at the time, place and date specified in Schedule I or such other time, place and date as the Representatives and the Company may agree upon in writing, and subject to the provisions of Section 10 hereof. The hour and date of such delivery and payment are herein called the "Closing Date". Unless otherwise specified in Schedule I hereto, payment for the Remarketable Notes shall be made by wire transfer of immediately available funds to the Company's account on the Closing Date against delivery of the Remarketable Notes, in fully registered form, registered in the name of Cede & Co., as nominee for The Depository Trust Company. The certificate(s) for the Remarketable Notes will be made available at the location specified on Schedule I for examination by the Representatives not later than 12:00 noon, New York time, on the last business day prior to the Closing Date. 6. Covenants of the Company. The Company agrees that: (a) If the Representatives so request, the Company, at or prior to the Closing Date, will deliver to the Representatives conformed copies of the Registration Statement as originally filed, including all exhibits, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such document, in each case as soon as available and in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies for each of the several Underwriters and Mays & Valentine, L.L.P., counsel to the Underwriters, with respect to any such documents that are not electronically available through the Commission's EDGAR filing system. (b) The Company will pay all expenses in connection with (i) the preparation and filing by it of the Registration Statement and Prospectus and the printing of this Agreement, (ii) the preparation, issuance and delivery of the Remarketable Notes, (iii) any fees and expenses of the Trustee, (iv) any fees of the ratings agencies and (v) the printing and delivery to the Underwriters in reasonable quantities of copies of the Registration Statement and the Prospectus (each as originally filed and as subsequently amended). The Company also will pay all taxes, if any, on the issuance of the Remarketable Notes. In addition, the Company will pay the reasonable out of pocket fees and -5- disbursements of Underwriters' outside counsel, Mays & Valentine, L.L.P., in connection with the qualification of the Remarketable Notes under state securities or blue sky laws or investment laws (if and to the extent such qualification is required by the Underwriters or the Company). (c) If, during the time when a prospectus relating to the Remarketable Notes is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company promptly will (i) notify the Representatives to suspend solicitation of purchases of the Remarketable Notes and (ii) at its expense, prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. During the period specified above, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof to the Representatives and Mays & Valentine, L.L.P. Any such documents or amendments which are electronically available through the Commission's EDGAR filing system shall be deemed to have been furnished by the Company to the Representatives and Mays & Valentine, L.L.P. (d) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (e) The Company will make generally available to its security holders, as soon as it is practicable to do so, an earnings statement of the Company (which need not be audited) in reasonable detail, covering a period of at least 12 months beginning within three months after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act. (f) The Company will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Remarketable Notes for offer and sale under the securities or blue sky laws of such states as the Representatives may designate; provided, however, that the Company shall not be required in any state to qualify as a foreign corporation, or to file a general consent to service of process, or to submit to any requirements which it deems unduly burdensome. -6- (g) Fees and disbursements of Mays & Valentine, L.L.P. who are acting as counsel for the Underwriters and special tax counsel for the Underwriters, and fees and disbursements of Skadden, Arps, Slate, Meagher & Flom LLP, who are acting as special counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 6(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 7 or 8 hereof, the Company shall reimburse the Representatives for the account of the Underwriters for the amount of such fees and disbursements. (h) During the period beginning on the date of this Agreement and continuing to and including the Closing Date, the Company will not, without the prior written consent of the Representa- tives, directly or indirectly, sell or offer to sell or otherwise dispose of any Remarketable Notes or any security convertible into or exchangeable for the Remarketable Notes or any debt securities substan- tially similar to the Remarketable Notes (except for the Remarketable Notes issued pursuant to this Agreement). 7. Conditions of Underwriters' Obligations; Termination by the Underwriters. (a) The obligations of the Underwriters to purchase and pay for the Remarketable Notes shall be subject to the following conditions: (i) No stop order suspending the effectiveness of the Registration Statement shall be in effect on the Closing Date and no proceedings for that purpose shall be pending before, or to the knowledge of the Company threatened by, the Commission on such date. The Representatives shall have received, prior to payment for the Remarketable Notes, a certificate dated the Closing Date and signed by the President or any Vice President of the Company to the effect that no such stop order is in effect and that no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission. (ii) At the Closing Date an order or orders of the Commission pursuant to the Holding Company Act permitting the issuance and sale of the Remarketable Notes shall be in full force and effect and all provisions of such order or orders heretofore entered are deemed acceptable to the Representatives and the Company, and all provisions of such order or orders hereafter entered shall be deemed acceptable to the Representatives and the Company unless within 24 hours after receiving a copy of any such order either shall give notice to the other to the effect that such order contains an unacceptable provision. -7- (iii) At the Closing Date the Representatives shall receive, on behalf of the several Underwriters, the opinions of McGuireWoods LLP, counsel to the Company and special tax counsel to the Company, Mays & Valentine, L.L.P., counsel to the Underwriters and special tax counsel to the Underwriters, and the Company's General Counsel, substantially in the forms attached hereto as Schedules III, IV, V, VI and VII, as applicable. (iv) The Representatives shall have received from Deloitte & Touche LLP, on the date of this Agreement and on the Closing Date, with respect to the Company, and from PricewaterhouseCoopers LLP, on the date of this Agreement, with respect to Consolidated Natural Gas Company for periods ending not later than December 31, 1999, a letter addressed to the Representatives, dated the date of this Agreement and the Closing Date with respect to Deloitte & Touche LLP, and dated the date of this Agreement with respect to PricewaterhouseCoopers LLP, containing statements and information of the type ordinarily included in accountants' SAS 72 "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Prospectus, including the proforma financial information. (v) Subsequent to the execution of this Agreement and prior to the Closing Date, (A) except as reflected in, or contemplated by, the Registration Statement and the Prospectus (exclusive of amendments or supplements after the date hereof), there shall not have occurred (1) any change in the Remarketable Notes of the Company (other than a decrease in the aggregate principal amount thereof outstanding), (2) any material adverse change in the general affairs, financial condition or earnings of the Company and its subsidiaries taken as a whole or (3) any material transaction entered into by the Company or a Significant Subsidiary other than a transaction in the ordinary course of business, the effect of which in each such case in the reasonable judgment of the Representatives is so material and so adverse that it makes it impracticable to proceed with the public offering or delivery of the Remarketable Notes on the terms and in the manner contemplated in the Prospectus and this Agreement, or (B) there shall not have occurred (1) a downgrading in the rating accorded the Company's Remarketable Notes, or securities that are pari passu to the Company's senior unsecured Remarketable Notes, by any "nationally recognized statistical rating organization" (as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act) and no such organization shall have given any notice of any intended or potential downgrading or of any review for a possible change with possible negative implications in its ratings of such securities, (2) any general suspension of trading in securities on the New York Stock Exchange or any limitation on prices for such trading or any restrictions on the distribution of securities established by the New York Stock Exchange or by the Commission or by any federal or state agency or by the decision of any court, (3) a suspension of trading of any securities of the Company on the New York Stock Exchange, (4) a banking moratorium declared either by federal or New York State authorities or (5) any outbreak or escalation of major hostilities in which the United States is -8- involved, any declaration of war by the United States Congress or any other substantial national or international calamity or crisis resulting in the declaration of a national emergency, or if there has occurred any material adverse change in the financial markets, the effect of which outbreak, escalation, declaration, calamity, crisis or material adverse change, in the reasonable judgment of the Representatives, makes it impracticable to proceed with the public offering or delivery of the Remarketable Notes on the terms and in the manner contemplated in the Prospectus and in this Agreement. (vi) On the Closing Date, the representations and warranties of the Company in this Agreement shall be true and correct as if made on and as of such date, and the Company shall have performed all obligations and satisfied all conditions required of it under this Agreement; and, at the Closing Date, the Representatives shall have received a certificate to such effect signed by the President or any Vice President of the Company. (vii) All legal proceedings to be taken in connection with the issuance and sale of the Remarketable Notes shall have been satisfactory in form and substance to Mays & Valentine, L.L.P. (b) In case any of the conditions specified above in Section 7(a) shall not have been fulfilled, this Agreement may be terminated by the Representatives upon mailing or delivering written notice thereof to the Company; provided, however, that in case the conditions specified in subsections 7(a)(v) and (vi) shall not have been fulfilled, this Agreement may not be so terminated by the Representatives unless Underwriters who have agreed to purchase in the aggregate 50% or more of the aggregate principal amount of the Remarketable Notes shall have consented to such termination and the aforesaid notice shall so state. Any such termination shall be without liability of any party to any other party except as otherwise provided in Section 9 and Sections 6(b), 6(g) and 7(c) hereof. (c) If this Agreement shall be terminated by the Representatives pursuant to Section 7(b) above or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, then in any such case, the Company will reimburse the Underwriters, severally, for all out-of-pocket expenses (in addition to the fees and disbursements of their outside counsel as provided in Section 6(g)) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder and, upon such reimbursement, the Company shall be absolved from any further liability hereunder, except as provided in Section 6(b) and Section 9. -9- 8. Conditions of the Obligation of the Company. The obligation of the Company to deliver the Remarketable Notes shall be subject to the conditions set forth in the first sentence of Section 7(a)(i) and in Section 7(a)(ii). In case said conditions shall not have been fulfilled, this Agreement may be terminated by the Company by mailing or delivering written notice thereof to the Representatives. Any such termination shall be without liability of any party to any other party except as otherwise provided in Sections 6(b), 6(g), 9 and 10 hereof. 9. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Securities Exchange Act, or any other statute or common law and to reimburse each such Underwriter and controlling person for any legal or other expenses (including, to the extent hereinafter provided, reasonable outside counsel fees) incurred by them in connection with investigating or defending any such losses, claims, damages, or liabilities, or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or in either such document as amended or supplemented (if any amendments or supplements thereto shall have been furnished), or any Preliminary Prospectus (if and when used prior to the effective date of the Registration Statement), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that the foregoing agreement, insofar as it relates to any Preliminary Prospectus, shall not inure to the benefit of any Underwriter (or to the benefit of any person who controls such Underwriter) on account of any losses, claims, damages or liabilities arising out of the sale of any of the Remarketable Notes by such Underwriter to any person if it shall be established that a copy of the Prospectus, excluding any documents incorporated by reference (as supplemented or amended, if the Company shall have made any supplements or amendments which have been furnished to the Representatives), shall not have been sent or given by or on behalf of such Underwriter to such person at or prior to the written confirmation of the sale to such person in any case where such delivery is required by the Securities Act and the Company satisfied its obligations pursuant to Section 6(a) hereof, if the misstatement or omission leading to such loss, claim, damage or liability was corrected in the Prospectus (excluding any documents incorporated by reference) as amended or supplemented, and such correction would have cured the defect giving rise to such loss, claim, damage, or liability; and provided further, however, that the indemnity agreement contained in this Section 9(a) shall not apply to any such losses, claims, damages, liabilities, expenses or actions arising out of or based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon information furnished herein or otherwise in writing to the Company by or on behalf of any Underwriter for use in the Registration Statement or any amendment thereto, in the Prospectus or any supplement thereto, or in any Preliminary Prospectus. The indemnity agreement of the Company contained in this Section 9(a) and the representations and warranties of the Company contained in Section 3 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or any such controlling person, and shall survive the delivery of the Remarketable Notes. -10- (b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its officers and directors, and each person who controls any of the foregoing within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Securities Exchange Act, or any other statute or common law and to reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable outside counsel fees) incurred by them in connection with investigating or defending any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or in either such document as amended or supplemented (if any amendments or supplements thereto shall have been furnished), or any Preliminary Prospectus (if and when used prior to the effective date of the Registration Statement), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished herein or in writing to the Company by or on behalf of such Underwriter for use in the Registration Statement or the Prospectus or any amendment or supplement to either thereof, or any Preliminary Prospectus. The indemnity agreement of the respective Underwriters contained in this Section 9(b) shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Company or any such controlling person, and shall survive the delivery of the Remarketable Notes. (c) The Company and each of the Underwriters agrees that, upon the receipt of notice of the commencement of any action against the Company or any of its officers or directors, or any person controlling the Company, or against such Underwriter or controlling person as aforesaid, in respect of which indemnity may be sought on account of any indemnity agreement contained herein, it will promptly give written notice of the commencement thereof to the party or parties against whom indemnity shall be sought hereunder, but the omission so to notify such indemnifying party or parties of any such action shall not relieve such indemnifying party or parties from any liability which it or they may have to the indemnified party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, such indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume (in conjunction with any other indemnifying parties) the defense of such action, in which event such defense shall be conducted by counsel chosen by such indemnifying party (or parties) and satisfactory to the indemnified party or parties who shall be defendant or defendants in such action, and such defendant or defendants shall bear the fees and expenses of any additional outside counsel retained by them; provided that, if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party (or parties) and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party (or parties), the indemnified party shall -11- have the right to select separate counsel to assert such legal defenses and to participate otherwise in the defense of such action on behalf of such indemnified party. The indemnifying party shall bear the reasonable fees and expenses of outside counsel retained by the indemnified party if (i) the indemnified party shall have retained such counsel in connection with the assertion of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to one local counsel), representing the indemnified parties under Section 9(a) or 9(b), as the case may be, who are parties to such action), (ii) the indemnifying party shall have elected not to assume the defense of such action, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the commencement of the action, or (iv) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. Notwithstanding the foregoing sentence, an indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which indemnification may be sought hereunder (whether or not the indemnified party is an actual or potential party to such a proceeding), unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party. (d) If the indemnification provided for in this Section 9(a) or 9(b) is unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and of the Underwriters, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations, including relative benefit. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading relates to information supplied by the Company on the one hand or by you on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and you agree that it would not be just and equitable if contribution pursuant to this Section 9(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 9(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above -12- in this Section 9(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations under this Section 9(d) to contribute are several in proportion to their respective underwriting obligations and not joint. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. 10. Termination. If any one or more of the Underwriters shall fail or refuse to purchase the Remarketable Notes which it or they have agreed to purchase hereunder, and the aggregate principal amount of the Remarketable Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Remarketable Notes, then the other Underwriters shall be obligated severally in the proportions which the principal amount of the Remarketable Notes set forth opposite their respective names in Schedule II bears to the aggregate underwriting obligations of all non-defaulting Underwriters, or in such other proportions as the Underwriters may specify, to purchase the Remarketable Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase. If any Underwriter or Underwriters shall so fail or refuse to purchase Remarketable Notes and the aggregate principal amount of the Remarketable Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Remarketable Notes and arrangements satisfactory to the Underwriters and the Company for the purchase of such Remarketable Notes are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter (except as provided in Section 6(g) and Section 9) or of the Company (except as provided in Section 6(b) and Section 9). In any such case not involving a termination, either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. 11. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person of any Underwriter, or by or on behalf of the Company, and shall survive delivery of the Remarketable Notes. 12. Miscellaneous. The validity and interpretation of this Agreement shall be governed by the laws of the State of New York. This Agreement shall inure to the benefit of the Company, the Underwriters and, with respect to the provisions of Section 9 hereof, each controlling person and each officer and director of the Company referred to in Section 9, and their respective -13- successors, assigns, executors and administrators. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors" as used in this Agreement shall not include any purchaser, as such, of any of the Remarketable Notes from any of the several Underwriters. 13. Notices. All communications hereunder shall be in writing and if to the Underwriters shall be mailed, telecopied or delivered to the Representatives at the address set forth on Schedule I hereto, or if to the Company shall be mailed, telecopied or delivered to it, attention of Treasurer, Dominion Resources, Inc., 120 Tredegar Street, Richmond, Virginia 23219 (telecopier number: (804) 819-2211). -14- Please sign and return to us a counterpart of this letter, whereupon this letter will become a binding agreement between the Company and the several Underwriters in accordance with its terms. DOMINION RESOURCES, INC. By: /s/ Thomas N. Chewning --------------------------------- Name: Thomas N. Chewning Title: Executive Vice President and Chief Financial Officer -15- The foregoing agreement is hereby confirmed and accepted, as of the date first above written. BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & CO. INCORPORATED acting individually and as Representatives of the Underwriters named in Schedule II hereto By: BANC OF AMERICA SECURITIES LLC /s/ Lily Chang - -------------------------------- Authorized Signatory Name: Lily Chang Title: Principal By: MORGAN STANLEY & CO. INCORPORATED /s/ Bradford Hart - -------------------------------- Authorized Signatory Name: Bradford Hart Title: Principal -16- SCHEDULE I Titles of Securities: 7.40 % Series D Remarketable Notes Due September 16, 2012 7.82 % Series E Remarketable Notes Due September 15, 2014 Floating Rate Series F Remarketable Notes Due September 16, 2012 Principal Amount: $200,000,000: Series D Remarketable Notes $250,000,000: Series E Remarketable Notes $250,000,000: Series F Remarketable Notes Initial Price to Public: 99.901 % of the principal amount of the Series D Remarketable Notes plus accrued interest, if any, from the date of issuance 99.968 % of the principal amount of the Series E Remarketable Notes plus accrued interest, if any, from the date of issuance 100.00 % of the principal amount of the Series F Remarketable Notes plus accrued interest, if any, from the date of issuance Initial Purchase Price to be paid by Underwriters: 99.651 % of the principal amount of the Series D Remarketable Notes 99.468 % of the principal amount of the Series E Remarketable Notes 99.750 % of the principal amount of the Series F Remarketable Notes Time of Delivery: September 11, 2000, 10:00 A.M. Closing Location: One James Center 901 East Cary Street Richmond, VA 23219 The Remarketable Notes will be available for inspection by the Representatives at: One James Center 901 East Cary Street Richmond, VA 23219 I-1 Address for Notices to the Underwriters: Banc of America Securities LLC 100 North Tryon Street - Capital Markets Division Charlotte, North Carolina 28255 Mail Code: NC1-007-07-01 telecopier number: (704) 388-9939 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 telecopier number: (212)761-4000 with a copy of any notice pursuant to Section 9(c) also sent to: Mays & Valentine, L.L.P. 1111 East Main Street Richmond, Virginia 23219 telecopier number: (804) 697-1339 I-2 II-1 SCHEDULE II Principal Amount of the Series D Remarketable Underwriter Notes to be Purchased - ----------- ---------------------------- Banc of America Securities LLC $ 70,000,000 Morgan Stanley & Co. Incorporated 70,000,000 Credit Suisse First Boston Corporation 30,000,000 Lehman Brothers Inc. 30,000,000 ----------- Total: $200,000,000 Principal Amount of the Series E Remarketable Underwriter Notes to be Purchased - ----------- ---------------------------- Banc of America Securities LLC $ 87,500,000 Morgan Stanley & Co. Incorporated 87,500,000 Credit Suisse First Boston Corporation 37,500,000 Lehman Brothers Inc. 37,500,000 ----------- Total: $250,000,000 Principal Amount of the Series F Remarketable Underwriter Notes to be Purchased - ----------- ---------------------------- Banc of America Securities LLC $ 87,500,000 Morgan Stanley & Co. Incorporated 87,500,000 Credit Suisse First Boston Corporation 37,500,000 Lehman Brothers Inc. 37,500,000 ----------- Total: $250,000,000 II-1 SCHEDULE III PROPOSED FORM OF OPINION OF MAYS & VALENTINE, L.L.P. Bank of America Center 1111 East Main Street Richmond, Virginia 23219 Re: DOMINION RESOURCES, INC. 7.40 % Series D Remarketable Notes Due September 16, 2012 (Remarketing Date: September 16, 2002) 7.82 % Series E Remarketable Notes Due September 15, 2014 (Remarketing Date: September 15, 2004) Floating Rate Series F Remarketable Notes Due September 16, 2012 (Remarketing Date: September 16, 2002) September __, 2000 Banc of America Securities LLC Morgan Stanley & Co. Incorporated as Representatives for the Underwriters listed on Schedule II to the Underwriting Agreement Banc of America Securities LLC 100 North Tryon Street - Capital Markets Division Charlotte, North Carolina 28255 Mail Code: NC1-007-07-01 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Ladies and Gentlemen: We have acted as counsel for you in connection with arrangements for the issuance by Dominion Resources, Inc. (the Company) of up to U.S. $200,000,000 aggregate principal amount of its 7.40 % Series D III-1 Remarketable Notes Due September 16, 2012, up to U.S. $ 250,000,000 aggregate principal amount of its 7.82 % Series E Remarketable Notes Due September 15, 2014, and up to U.S. $250,000,000 aggregate principal amount of its Floating Rate Series F Remarketable Notes Due September 16, 2012 (collectively, the Remarketable Notes) and under and pursuant to a Senior Indenture dated as of June 1, 2000, between the Company and The Chase Manhattan Bank, as Trustee (the Trustee), as supplemented by a First Supplemental Indenture dated as of June 1, 2000, a Second Supplemental Indenture dated as of July 1, 2000, a Third Supplemental Indenture, dated as of July 1, 2000, a Fourth Supplemental Indenture dated as of September 1, 2000, a Fifth Supplemental Indenture dated as of September 1, 2000, and a Sixth Supplemental Indenture dated as of September 1, 2000 (collectively, the Indenture)., and the offering of the Remarketable Notes by you pursuant to an Underwriting Agreement dated September 6, 2000, by and between you and the Company (the Underwriting Agreement). All terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. We have examined originals, or copies certified to our satisfaction of such corporate records of the Company, indentures, agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Company and of the Trustee, and other documents, as we have deemed necessary as a basis for the opinions hereinafter expressed. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certifications by officers of the Company, the Trustee and other appropriate persons and statements contained in the Registration Statement hereinafter mentioned. All legal proceedings taken as of the date hereof in connection with the transactions contemplated by the Underwriting Agreement have been satisfactory to us. In addition, we attended the closing held today at the offices of McGuireWoods LLP, One James Center, Richmond, Virginia, at which the Company satisfied the conditions contained in Section 7 of the Underwriting Agreement that are required to be satisfied as of the Closing Date. Based upon the foregoing, and having regard to legal considerations that we deem relevant, we are of the opinion that: 1. The Company is a corporation duly incorporated and existing as a corporation in good standing under the laws of Virginia, and has the corporate power to transact its business as described in the Prospectus. 2. The Underwriting Agreement has been duly authorized by all necessary corporate action and has been duly executed and delivered by the Company. 3. The Remarketing Agreement has been duly authorized, executed, and delivered by the Company. 4. The Indenture has been duly authorized, executed, and delivered by, and constitutes a valid and binding obligation of, the Company and has been duly qualified under the Trust Indenture Act, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law). III-2 5. The Remarketable Notes have been duly authorized by the Company and, when duly executed by the Company and completed and authenticated by the Trustee in accordance with, and in the form contemplated by, the Indenture and issued, delivered and paid for as provided in the Underwriting Agreement, will have been duly issued under the Indenture and will constitute valid and binding obligations of the Company entitled to the benefits provided by the Indenture, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law). 6. The Registration Statement (Reg. No. 333-93187) with respect to the Remarketable Notes filed pursuant to the Securities Act, has become effective and remains in effect at this date, and the Prospectus may lawfully be used for the purposes specified in the Securities Act in connection with the offer for sale and the sale of Remarketable Notes in the manner therein specified. 7. The Registration Statement and the Prospectus (except the financial statements incorporated by reference therein, as to which we express no opinion) appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act, and to the applicable rules and regulations of the Commission thereunder. 8. As to the statements relating to the Remarketable Notes under DESCRIPTION OF DEBT SECURITIES in the prospectus initially filed as part of the Registration Statement, as supplemented by the statements under the DESCRIPTION OF THE REMARKETABLE NOTES in the Prospectus Supplement dated September 6, 2000 (the Prospectus Supplement), we are of the opinion that the statements are accurate and do not omit any material fact required to be stated therein or necessary to make such statements not misleading. As to the statistical statements in the Registration Statement (which includes the Incorporated Documents), we have relied solely on the officers of the Company. As to the other matters, we have not undertaken to determine independently the accuracy or completeness of the statements contained or incorporated by reference in the Registration Statement or in the Prospectus. We accordingly assume no responsibility for the accuracy or completeness of the statements made in the Registration Statement except as stated above in regard to the above captions. We note that we were not involved in the preparation of the Registration Statement or the prospectus initially filed as part thereof, and that the Incorporated Documents were prepared and filed by the Company without our participation. We have, however, participated in conferences with counsel for and representatives of the Company in connection with the preparation of the Prospectus Supplement, and we have reviewed the Incorporated Documents and such of the corporate records of the Company as we deemed advisable. None of the foregoing disclosed to us any information that gives us reason to believe that the Registration Statement (except the financial statements incorporated by reference therein, as to which we express no opinion) contained on the date the Registration Statement became effective, or the Prospectus contained on the date III-3 it was issued, or that the Registration Statement or the Prospectus now contains, any untrue statement of a material fact or omitted on said date or now omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The foregoing opinion is given on the basis that any statement contained in an Incorporated Document shall be deemed not to be contained in the Registration Statement or Prospectus if the statement has been modified or superseded by any statement in a subsequently filed Incorporated Document or in the Registration Statement or Prospectus. 9. An appropriate order of the Securities and Exchange Commission (the Commission) with respect to the sale of the Remarketable Notes under the Public Utility Holding Company Act of 1935, as amended, has been issued, and such order remains in effect at this date and constitutes valid and sufficient authorization for the sale of the Remarketable Notes as contemplated by the Underwriting Agreement. No approval or consent by any public regulatory body, other than such order and notification of effectiveness by the Commission, is legally required in connection with the sale of the Remarketable Notes as contemplated by the Underwriting Agreement (except to the extent that compliance with the provisions of securities or blue sky laws of certain states may be required in connection with the sale of the Remarketable Notes in such states) and the carrying out of the provisions of the Underwriting Agreement. We do not purport to express an opinion on any laws other than those of the Commonwealth of Virginia, the State of New York and the United States of America. This opinion may not be relied upon by, nor may copies be delivered to, any person without our prior written consent. Very truly yours, MAYS & VALENTINE, L.L.P. III-4 SCHEDULE IV PROPOSED FORM OF OPINION OF MCGUIREWOODS LLP One James Center 901 East Cary Street Richmond, Virginia 23219 Re: DOMINION RESOURCES, INC. 7.40 % Series D Remarketable Notes Due September 16, 2012 (Remarketing Date: September 16, 2002) 7.82 % Series E Remarketable Notes Due September 15, 2014 (Remarketing Date: September 15, 2004) Floating Rate Series F Remarketable Notes Due September 16, 2012 (Remarketing Date: September 16, 2002) September __, 2000 Banc of America Securities LLC Morgan Stanley & Co. Incorporated as Representatives for the Underwriters listed on Schedule II to the Underwriting Agreement Banc of America Securities LLC 100 North Tryon Street - Capital Markets Division Charlotte, North Carolina 28255 Mail Code: NC1-007-07-01 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Ladies and Gentlemen: The arrangements for issuance of up to U.S. $200,000,000 aggregate principal amount of its 7.40 % Series D Remarketable Notes Due IV-1 September 16, 2012, up to U.S. $ 250,000,000 aggregate principal amount of its 7.82 % Series E Remarketable Notes Due September 15, 2014, and up to U.S. $250,000,000 aggregate principal amount of its Floating Rate Series F Remarketable Notes Due September 16, 2012 (collectively, the Remarketable Notes), of Dominion Resources, Inc. (the Company) under a Senior Indenture dated as of June 1, 2000, between the Company and The Chase Manhattan Bank, as Trustee (the Trustee), as supplemented by a First Supplemental Indenture dated as of June 1, 2000, a Second Supplemental Indenture dated as of July 1, 2000, a Third Supplemental Indenture, dated as of July 1, 2000, a Fourth Supplemental Indenture dated as of September 1, 2000, a Fifth Supplemental Indenture dated as of September 1, 2000, and a Sixth Supplemental Indenture dated as of September 1, 2000 (collectively, the Indenture), and pursuant to an Underwriting Agreement dated September 6, 2000, by and between the Company and the Underwriters listed on Schedule II as attached thereto (the Underwriting Agreement), have been taken under our supervision as counsel for the Company. Terms not otherwise defined herein have the meanings set forth in the Underwriting Agreement. We have examined originals, or copies certified to our satisfaction, of such corporate records of the Company, indentures, agreements, and other instruments, certificates of public officials, certificates of officers and representatives of the Company and of the Trustee, and other documents, as we have deemed necessary to require as a basis for the opinions hereinafter expressed. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certifications by officers of the Company, the Trustee and other appropriate persons and statements contained in the Registration Statement hereinafter mentioned. All legal proceedings taken as of the date hereof in connection with the transactions contemplated by the Underwriting Agreement have been satisfactory to us. On this basis we are of the opinion that: 1. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign (other than those required under the Public Utility Holding Company Act of 1935, the Securities Act and the Rules and Regulations, which have been obtained, or as may be required under the securities or blue sky laws of the various states) is necessary or required in connection with the due authorization, execution and delivery of the Underwriting Agreement or the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Remarketable Notes. An appropriate order of the Securities and Exchange Commission (the Commission) with respect to the sale of the Remarketable Notes under the Public Utility Holding Company Act of 1935, as amended, has been issued, and such order remains in effect at this date and constitutes valid and sufficient authorization for the sale of the Remarketable Notes as contemplated by the Underwriting Agreement. 2. The Remarketing Agreement has been duly authorized, executed, and delivered by the Company. 3. The Indenture has been duly authorized, executed, and delivered by, and constitutes a valid and binding obligation of, the Company and has been duly qualified under the Trust Indenture Act, except as enforcement IV-2 thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law). 4. The Remarketable Notes have been duly authorized by the Company and, when duly executed by the Company and completed and authenticated by the Trustee in accordance with, and in the form contemplated by, the Indenture and issued, delivered and paid for in accordance with the Underwriting Agreement, will have been duly issued under the Indenture and will constitute valid and binding obligations of the Company entitled to the benefits provided by the Indenture, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law). 5. The Registration Statement (Reg. No. 333-93187) with respect to the Remarketable Notes filed pursuant to the Securities Act, has become effective and remains in effect at this date, and the Prospectus may lawfully be used for the purposes specified in the Securities Act in connection with the offer for sale and the sale of the Remarketable Notes in the manner therein specified. 6. The Registration Statement and the Prospectus (except the financial statements incorporated by reference therein, as to which we express no opinion) appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act, and to the applicable rules and regulations of the Commission thereunder. 7. We are of the opinion that the statements relating to the Remarketable Notes contained in the prospectus initially filed as part of the Registration Statement under DESCRIPTION OF DEBT SECURITIES, as supplemented by the statements under DESCRIPTION OF THE REMARKETABLE NOTES in the Prospectus Supplement dated September 6, 2000, are substantially accurate and fair. As to the statistical statements in the Registration Statement (which includes the Incorporated Documents), we have relied solely on the officers of the Company. As to other matters of fact, we have consulted with officers and other employees of the Company to inform them of the disclosure requirements of the Securities Act. We have examined various reports, records, contracts and other documents of the Company and orders and instruments of public officials, which our investigation led us to deem pertinent. In addition, we attended the due diligence meetings with representatives of the Company and the closing at which the Company satisfied the conditions contained in Section 7 of the Underwriting Agreement. We have not, however, undertaken to make any independent review of the other records of the Company which our investigation did not lead us to deem pertinent. We accordingly assume no responsibility for the accuracy or completeness of the statements made in the Registration Statement except as stated above in regard to the aforesaid captions. But such consultation, examination and attendance disclosed to us no information with respect to such other matters that gives us reason to believe that the Registration Statement contained on the date the Registration Statement became effective, or the Prospectus contained on the date it was issued, or that the Registration Statement or the Prospectus contains now, any untrue statement of a material fact or omitted on said date or omits now to state a material fact required to be stated therein or necessary to make the statements therein not misleading. We IV-3 are of the opinion that the Registration Statement (excepting the financial statements incorporated therein by reference, as to which we express no opinion) complies as to form in all material respects with all legal requirements. The foregoing opinion is given on the basis that any statement contained in an Incorporated Document shall be deemed not to be contained in the Registration Statement or Prospectus if the statement has been modified or superseded by any statement in a subsequently filed Incorporated Document or in the Registration Statement or Prospectus. We do not purport to express an opinion on any laws other than those of the Commonwealth of Virginia, the State of New York and the United States of America. This opinion may not be relied upon by, nor may copies be delivered to, any person without our prior written consent. Yours very truly, MCGUIREWOODS LLP IV-4 SCHEDULE V PROPOSED FORM OF OPINION OF GENERAL COUNSEL OF DOMINION RESOURCES, INC. 120 Tredegar Street Richmond, VA 23219 Re: DOMINION RESOURCES, INC. 7.40 % Series D Remarketable Notes Due September 16, 2012 (Remarketing Date: September 16, 2002) 7.82 % Series E Remarketable Notes Due September 15, 2014 (Remarketing Date: September 15, 2004) Floating Rate Series F Remarketable Notes Due September 16, 2012 (Remarketing Date: September 16, 2002) September __, 2000 Banc of America Securities LLC Morgan Stanley & Co. Incorporated as Representatives for the Underwriters listed on Schedule II to the Underwriting Agreement Banc of America Securities LLC 100 North Tryon Street - Capital Markets Division Charlotte, North Carolina 28255 Mail Code: NC1-007-07-01 c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Ladies and Gentlemen: The arrangements for the issuance of up to U.S. $200,000,000 aggregate principal amount of its 7.40 % Series D Remarketable Notes Due September 16, 2012, up to U.S. $250,000,000 aggregate principal amount V-1 of its 7.82 % Series E Remarketable Notes Due September 15, 2014, and up to U.S. $250,000,000 aggregate principal amount of its Floating Rate Series F Remarketable Notes Due September 16, 2012 (collectively, the Remarketable Notes), of Dominion Resources, Inc. (the Company) under a Senior Indenture dated as of June 1, 2000, between the Company and The Chase Manhattan Bank, as Trustee (the Trustee), as supplemented by a First Supplemental Indenture dated as of June 1, 2000, a Second Supplemental Indenture dated as of July 1, 2000, a Third Supplemental Indenture, dated as of July 1, 2000, a Fourth Supplemental Indenture dated as of September 1, 2000, a Fifth Supplemental Indenture dated as of September 1, 2000, and a Sixth Supplemental Indenture dated as of September 1, 2000 (collectively, the Indenture), and pursuant to an Underwriting Agreement dated September 6, 2000, by and between the Company and the Underwriters listed on Schedule II as attached thereto (the Underwriting Agreement), have been taken under my supervision as Vice President and General Counsel of the Company. Terms not otherwise defined herein have the meanings set forth in the Underwriting Agreement. As Vice President and General Counsel of the Company, I have general responsibility over the attorneys within the Company's Legal Department responsible for rendering legal counsel to the Company regarding corporate, financial, securities, and other matters. I am generally familiar with the organization, business and affairs of the Company. I am also familiar with the proceedings taken and proposed to be taken by the Company in connection with the offering and sale of the Remarketable Notes, and I have examined such corporate records, certificates and other documents and such questions of the law as I have considered necessary or appropriate for the purposes of this opinion. In addition, I have responsibility for supervising lawyers who may have been asked by me or others to review legal matters arising in connection with the offering and sale of the Remarketable Notes. Accordingly, some of the matters referred to herein have not been handled personally by me, but I have been made familiar with the facts and circumstances and the applicable law, and the opinions herein expressed are my own or are opinions of others in which I concur. On this basis I am of the opinion that: 1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of Virginia, and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Underwriting Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. 2. Each Significant Subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the respective laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. V-2 3. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. 4. There are no actions, suits or proceedings pending or, to the best of my knowledge, threatened, to which the Company or one of its subsidiaries is a party or to which any of the Company's or any of its subsidiaries' properties is subject other than any proceedings described in the Prospectus and proceedings which I believe are not likely to have a material adverse effect on the power or ability of the Company to perform its obligations under the Underwriting Agreement or to consummate the transactions contemplated thereby or by the Prospectus. I am a member of the Bar of the Commonwealth of Virginia and I do not purport to express an opinion on any laws other than those of the Commonwealth of Virginia and the United States of America. This opinion may not be relied upon by, nor may copies be delivered to, any person without our prior written consent. I do not undertake to advise you of any changes in the opinions expressed herein resulting from matters that may hereinafter arise or that may hereinafter be brought to my attention. Yours very truly, V-3 SCHEDULE VI PROPOSED FORM OF TAX OPINION OF MAYS & VALENTINE, L.L.P. Bank of America Center 1111 East Main Street Richmond, Virginia 23219 Re: DOMINION RESOURCES, INC. 7.40 % Series D Remarketable Notes Due September 16, 2012 (Remarketing Date: September 16, 2002) 7.82 % Series E Remarketable Notes Due September 15, 2014 (Remarketing Date: September 15, 2004) Floating Rate Series F Remarketable Notes Due September 16, 2012 (Remarketing Date: September 16, 2002) September __, 2000 Banc of America Securities LLC Morgan Stanley & Co. Incorporated as Representatives for the Underwriters listed on Schedule II to the Underwriting Agreement Banc of America Securities LLC 100 North Tryon Street - Capital Markets Division Charlotte, North Carolina 28255 Mail Code: NC1-007-07-01 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Ladies and Gentlemen: We have acted as special tax counsel for you in connection with arrangements for the issuance by Dominion Resources, Inc. (the Company) of up to U.S. $200,000,000 aggregate principal amount of its 7.40 % Series D Remarketable Notes Due September 16, 2012, up to U.S. $250,000,000 VI-1 aggregate principal amount of its 7.82 % Series E Remarketable Notes Due September 15, 2014, and up to U.S. $250,000,000 aggregate principal amount of its Floating Rate Series F Remarketable Notes Due September 16, 2012 (collectively, the Remarketable Notes) and under and pursuant to a Senior Indenture dated as of June 1, 2000, between the Company and The Chase Manhattan Bank, as Trustee (the Trustee), as supplemented by a First Supplemental Indenture dated as of June 1, 2000, a Second Supplemental Indenture dated as of July 1, 2000, a Third Supplemental Indenture, dated as of July 1, 2000, a Fourth Supplemental Indenture dated as of September 1, 2000, a Fifth Supplemental Indenture dated as of September 1, 2000, and a Sixth Supplemental Indenture dated as of September 1, 2000 (collectively, the Indenture), and the offering of the Remarketable Notes by you pursuant to an Underwriting Agreement dated September 6, 2000, by and between you and the Company (the Underwriting Agreement). All terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. We have examined originals, or copies certified to our satisfaction of such corporate records of the Company, indentures, agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Company and of the Trustee, and other documents, as we have deemed necessary as a basis for the opinions hereinafter expressed. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certifications by officers of the Company, the Trustee and other appropriate persons and statements contained in the Registration Statement hereinafter mentioned. All legal proceedings taken as of the date hereof in connection with the transactions contemplated by the Underwriting Agreement have been satisfactory to us. We note that we were not involved in the preparation of the Registration Statement or the Prospectus initially filed as part thereof, and that the Incorporated Documents were prepared and filed by the Company without our participation. We have, however, participated in conferences with counsel for and representatives of the Company in connection with the preparation of the Prospectus Supplement, and we have reviewed the Incorporated Documents and such of the corporate records of the Company as we deemed advisable. We have also reviewed or participated in the preparation of the Underwriting Agreement, the Indenture, the Remarketing Agreement and certain documents, agreements and certificates related thereto. In addition, we attended the closing held today at the offices of McGuireWoods LLP, One James Center, Richmond, Virginia, at which the Company satisfied the conditions contained in Section 7 of the Underwriting Agreement that are required to be satisfied as of the Closing Date. Our opinion is conditioned on, among other things, the initial and continuing accuracy of the facts, information, covenants and representations set forth in the Registration Statement, the Prospectus, the Prospectus Supplement and those other documents referred to hereinabove as well as the statements and representations made by officers of the Company. Our opinion is also given on the basis that any statement contained in an Incorporated Document VI-2 shall be deemed not to be contained in the Registration Statement or Prospectus if the statement has been modified or superseded by any statement in a subsequently filed Incorporated Document or in the Registration Statement or Prospectus. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents. We also have assumed that the transactions related to the issuance, redemption or remarketing of the Remarketable Notes will be consummated in the manner contemplated by the Registration Statement, the Prospectus, Prospectus Supplement and the other documents referred to hereinabove. In rendering our opinion, we have considered the current provisions of the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated thereunder, judicial decisions and Internal Revenue Service rulings, all of which are subject to change, which changes may be retroactively applied. A change in the authorities upon which our opinion is based could affect our conclusions. There can be no assurance, moreover, that any of the opinions expressed herein will be accepted by the Internal Revenue Service, or, if challenged, by a court. Based solely upon the foregoing, we are of the opinion that under current United States federal income tax law, although the discussion set forth in the Prospectus Supplement under the heading "CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS" does not purport to discuss all possible United States federal income tax consequences of the Remarketable Notes, such discussion constitutes an accurate summary of the matters discussed therein in all material respects. Except as set forth above, we express no opinion to any party as to the tax consequences, whether federal, state, local, or foreign, of the issuance, redemption or remarketing of the Remarketable Notes or of any transaction related to or contemplated by such issuance, redemption or remarketing. This opinion is furnished to you solely for the benefit of the Underwriters in connection with the offering of the Remarketable Notes and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person without our express written permission. We do not purport to express an opinion on any laws other than those of the United States of America. This opinion is expressed as of the date hereof, unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law. Very truly yours, MAYS & VALENTINE, L.L.P. VI-3 SCHEDULE VII PROPOSED FORM OF TAX OPINION OF MCGUIREWOODS LLP One James Center 901 East Cary Street Richmond, Virginia 23219 Re: DOMINION RESOURCES, INC. 7.40 % Series D Remarketable Notes Due September 16, 2012 (Remarketing Date: September 16, 2002) 7.82 % Series E Remarketable Notes Due September 15, 2014 (Remarketing Date: September 15, 2004) Floating Rate Series F Remarketable Notes Due September 16, 2012 (Remarketing Date: September 16, 2002) September __, 2000 Banc of America Securities LLC Morgan Stanley & Co. Incorporated as Representatives for the Underwriters listed on Schedule II to the Underwriting Agreement Banc of America Securities LLC 100 North Tryon Street - Capital Markets Division Charlotte, North Carolina 28255 Mail Code: NC1-007-07-01 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Ladies and Gentlemen: The arrangements for issuance of up to U.S. $200,000,000 aggregate principal amount of its 7.40 % Series D Remarketable Notes Due September 16, 2012, up to U.S. $250,000,000 aggregate principal amount of its 7.82 % Series E Remarketable Notes Due September 15, 2014, and up to U.S. $250,000,000 aggregate principal amount of its Floating Rate Series F VII-1 Remarketable Notes Due September 16, 2012 (collectively, the Remarketable Notes), of Dominion Resources, Inc. (the Company) under a Senior Indenture dated as of June 1, 2000, between the Company and The Chase Manhattan Bank, as Trustee (the Trustee), as supplemented by a First Supplemental Indenture dated as of June 1, 2000, a Second Supplemental Indenture dated as of July 1, 2000, a Third Supplemental Indenture, dated as of July 1, 2000, a Fourth Supplemental Indenture dated as of September 1, 2000, a Fifth Supplemental Indenture dated as of September 1, 2000, and a Sixth Supplemental Indenture dated as of September 1, 2000 (collectively, the Indenture), and pursuant to an Underwriting Agreement dated September 6, 2000, by and between the Company and the Underwriters listed on Schedule II as attached thereto (the Underwriting Agreement), have been taken under our supervision as special tax counsel for the Company. Terms not otherwise defined herein have the meanings set forth in the Underwriting Agreement. We have examined originals, or copies certified to our satisfaction, of such corporate records of the Company, indentures, agreements, and other instruments, certificates of public officials, certificates of officers and representatives of the Company and of the Trustee, and other documents, as we have deemed necessary to require as a basis for the opinions hereinafter expressed. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certifications by officers of the Company, the Trustee and other appropriate persons and statements contained in the Registration Statement hereinafter mentioned. All legal proceedings taken as of the date hereof in connection with the transactions contemplated by the Underwriting Agreement have been satisfactory to us. Our opinion is conditioned on, among other things, the initial and continuing accuracy of the facts, information, covenants and representations set forth in the Registration Statement, the Prospectus, the Prospectus Supplement and those other documents referred to hereinabove as well as the statements and representations made by officers of the Company. Our opinion is also given on the basis that any statement contained in an Incorporated Document shall be deemed not to be contained in the Registration Statement or Prospectus if the statement has been modified or superseded by any statement in a subsequently filed Incorporated Document or in the Registration Statement or Prospectus. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents. We also have assumed that the transactions related to the issuance, redemption or remarketing of the Remarketable Notes will be consummated in the manner contemplated by the Registration Statement, the Prospectus, Prospectus Supplement and the other documents referred to hereinabove. In rendering our opinion, we have considered the current provisions of the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated thereunder, judicial decisions and Internal Revenue Service rulings, all of which are subject to change, which changes may be retroactively applied. A change in the authorities upon which our opinion is based could affect our conclusions. There can be no assurance, moreover, that any of the opinions expressed herein will be accepted by the Internal Revenue Service, or, if challenged, by a court. VII-2 Based solely upon the foregoing, we are of the opinion that under current United States federal income tax law, although the discussion set forth in the Prospectus Supplement under the heading "CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS" does not purport to discuss all possible United States federal income tax consequences of the Remarketable Notes, such discussion constitutes an accurate summary of the matters discussed therein in all material respects. Except as set forth above, we express no opinion to any party as to the tax consequences, whether federal, state, local, or foreign, of the issuance, redemption or remarketing of the Remarketable Notes or of any transaction related to or contemplated by such issuance, redemption or remarketing. This opinion is furnished to you solely for the benefit of the Underwriters in connection with the offering of the Remarketable Notes and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person without our express written permission. We do not purport to express an opinion on any laws other than those of the United States of America. This opinion is expressed as of the date hereof, unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law. Very truly yours, MCGUIREWOODS LLP VII-3 EX-4.2 3 0003.txt FORM OF FIXED RATE SUPPLEMENTAL INDENTURE Exhibit 4.2 [FORM OF FIXED RATE REMARKETABLE NOTE SUPPLEMENTAL INDENTURE] DOMINION RESOURCES, INC. Company TO THE CHASE MANHATTAN BANK Trustee ------------------------- Fourth Supplemental Indenture Dated as of September 1, 2000 ------------------------- 7.40% Series D Remarketable Notes Due 2012 TABLE OF CONTENTS/1/
ARTICLE I 7.40% SERIES D REMARKETABLE NOTES DUE 2012 SECTION 101. Establishment.......................................... 1 SECTION 102. Definitions............................................ 2 SECTION 103. Payment of Principal and Interest...................... 10 SECTION 104. Denominations.......................................... 12 SECTION 105. Global Securities...................................... 12 SECTION 106. Mandatory Tender, Remarketing and Determination of Interest Rate........................................ 12 SECTION 107. Redemption............................................. 15 SECTION 108. Additional Interest.................................... 17 SECTION 109. Paying Agent........................................... 17 SECTION 110. Limitation on Liens.................................... 17 SECTION 111. Original Issue Discount................................ 19 ARTICLE II MISCELLANEOUS PROVISIONS SECTION 201. Recitals by Company.................................... 20 SECTION 202. Ratification and Incorporation of Original Indenture... 20 SECTION 203. Executed in Counterparts............................... 20 SECTION 204. Assignment............................................. 20
_______________________ /1/ This Table of Contents does not constitute part of the Indenture or have any bearing upon the interpretation of any of its terms and provisions. THIS FOURTH SUPPLEMENTAL INDENTURE is made as of the first day of September, 2000, by and between DOMINION RESOURCES, INC., a Virginia corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia 23219 (the "Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as Trustee (herein called the "Trustee"). W I T N E S S E T H: WHEREAS, the Company has heretofore entered into a Senior Indenture, dated as of June 1, 2000 (the "Original Indenture"), a First Supplemental Indenture dated as of June 1, 2000, and a Second Supplemental Indenture and Third Supplemental Indenture dated as of July 1, 2000, with the Trustee; WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as heretofore supplemented and as supplemented by this Fourth Supplemental Indenture dated as of the date hereof (the "Fourth Supplemental Indenture"), is herein called the "Indenture"; WHEREAS, under the Original Indenture, a new series of Securities may at any time be established in accordance with the provisions of the Original Indenture and the terms of such series may be described by a supplemental indenture executed by the Company and the Trustee; WHEREAS, the Company proposes to create under the Indenture a series of Securities; WHEREAS, additional Securities of other series hereafter established, except as may be limited in the Original Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Indenture as at the time supplemented and modified; and WHEREAS, all conditions necessary to authorize the execution and delivery of this Fourth Supplemental Indenture and to make it a valid and binding obligation of the Company have been done or performed. NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I 7.40% SERIES D REMARKETABLE NOTES DUE 2012 SECTION 101. Establishment. There is hereby established a new series of ------------- Securities to be issued under the Indenture, to be designated as the 7.40% Series D Remarketable Notes Due 2012 (the "Remarketable Notes"). There are to be initially authenticated and delivered $200,000,000 principal amount of Remarketable Notes. Additional Remarketable Notes without limitation as to amount, and without the consent of the Holders of the then Outstanding Remarketable Notes, may also be authenticated and delivered in the manner provided in Section 303 of the Original Indenture; provided, however, that no such additional Remarketable Notes may be authenticated and delivered until after the Fixed Rate Remarketing Date. Any such additional Remarketable Notes will have the same Stated Maturity and other terms as those initially issued. Further Remarketable Notes may be also authenticated and delivered as provided by Sections 304, 305, 306, 905 or 1107 of the Original Indenture. The Remarketable Notes shall be issued in definitive fully registered form without coupons, in substantially the form set out in Exhibit A hereto. The --------- entire initially issued principal amount of the Remarketable Notes shall initially be evidenced by one or more certificates issued to Cede & Co., as nominee for The Depository Trust Company. The form of the Trustee's Certificate of Authentication for the Remarketable Notes shall be in substantially the form set forth in Exhibit B --------- hereto. Each Remarketable Note shall be dated the date of authentication thereof. SECTION 102. Definitions. The following defined terms used herein shall, ----------- unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture. "Adjusted Treasury Rate" means, with respect to any Redemption Date: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities", for the maturity corresponding to the Post-Remarketing Comparable Treasury Issue (if no maturity is within three months before or after the remaining term of the Remarketable Notes, yields for the two published maturities most closely corresponding to the Post-Remarketing Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Post-Remarketing Comparable Treasury Issue, calculated using a price for the Post-Remarketing Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Post-Remarketing Comparable Treasury Price for such Redemption Date. "Applicable Spread" shall be the lowest Fixed Rate Bid, expressed as a spread (in the form of a percentage or in basis points) above the Base Rate for the Remarketable Notes, 2 obtained by the Remarketing Dealer by 3:30 p.m., New York City time, on the Fixed Rate Determination Date from the Fixed Rate Bids quoted to the Remarketing Dealer by up to five Reference Corporate Dealers. "Base Rate" means 5.72% per annum. "Bid" means a Fixed Rate Bid or a Floating Rate Bid, as the case may be. "Business Day" means any day other than a Saturday or Sunday or a day on which banking institutions in New York City or Richmond, Virginia are authorized or obligated by law or executive order to close. "Comparable Treasury Issue" means the U.S. Treasury Security selected by the Remarketing Dealer, as of the first Determination Date, as being the then current on-the-run ten-year U.S. Treasury Security (meaning the then most recently issued ten-year U.S. Treasury Security), unless, in the reasonable judgment of the Remarketing Dealer, the then on-the-run ten- year U.S. Treasury Security is not then being used as the "pricing bond" for comparable corporate issues, in which case the Comparable Treasury Issue will mean the "pricing bond" used at the time for comparable corporate issues or, if, in the reasonable judgment of the Remarketing Dealer, there is no such "pricing bond", then the Comparable Treasury Issue will mean the U.S. Treasury Security or Securities selected by the Remarketing Dealer as having an actual or interpolated maturity or maturities comparable to the remaining term of the Remarketable Notes. "Comparable Treasury Price" means, with respect to the first Remarketing Date: (1) the offer prices for the Comparable Treasury Issue (expressed in each case as a percentage of their principal amount) at 12:00 noon, New York City time, on the first Determination Date, as set forth on Telerate Page 500 (or such other page as may replace Telerate Page 500), or (2) if such page (or any successor page) is not displayed or does not contain such offer prices on such first Determination Date, (1) the average of up to five Reference Treasury Dealer Quotations for such Remarketing Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if fewer than five such Reference Treasury Dealer Quotations are obtained, the average of all such quotations. "Determination Date" means either the Fixed Rate Determination Date or the Floating Rate Spread Determination Date. "Dollar Price" means (1) the principal amount of the Remarketable Notes, plus, (2) the premium equal to the excess, if any, of (A) the present value, as of the first Remarketing Date, of the Remaining Scheduled Payments, discounted to such first Remarketing Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, over (B) the principal amount of the Remarketable Notes. 3 "Fixed Rate Bid" means an irrevocable offer to purchase the aggregate outstanding principal amount of the Remarketable Notes at the Dollar Price, but assuming: (1) a settlement date that is the Fixed Rate Remarketing Date, without accrued interest, (2) a maturity date that is the 10th anniversary of the Fixed Rate Remarketing Date, and (3) a stated annual interest rate equal to the Base Rate plus the spread bid by the Reference Corporate Dealer. "Fixed Rate Determination Date" means the third Business Day prior to the Fixed Rate Remarketing Date. "Fixed Rate Remarketing Date" means (a) the first Remarketing Date, assuming the Remarketing Dealer has elected to purchase the Remarketable Notes and the Company has not elected to exercise its Floating Period Option, or (b) the subsequent Remarketing Date on which the Remarketing Dealer is obligated to remarket the Remarketable Notes, in the event that the Company has elected to exercise its Floating Period Option (which date will also be the Floating Period Termination Date). "Floating Period Interest Rate" means the sum of the Reference Rate and the Floating Rate Spread. "Floating Period Notification Date" means the fourth Business Day immediately preceding the first Remarketing Date for the Remarketable Notes. "Floating Period Option" means the Company's right, on any date subsequent to the Remarketing Dealer's election to purchase the Remarketable Notes, but prior to the fourth Business Day immediately preceding the first Remarketing Date, to require the Remarketing Dealer to remarket the Remarketable Notes at the Floating Period Interest Rate. "Floating Period Termination Date" means a date during the Floating Rate Reset Period that would otherwise be the Reference Rate Reset Date following the date the Company elects to terminate the Floating Rate Period or the Reference Rate Reset Date that would otherwise occur in the month in which the first anniversary of the first Remarketing Date occurs, whichever is earlier. "Floating Period Termination Notification Date" means a date during the Floating Rate Reset Period on which the Company elects to terminate the Floating Rate Period which date shall be at least five Business Days prior to the Floating Period Termination Date. "Floating Rate Bid" means an irrevocable offer to purchase the aggregate outstanding principal amount of the Remarketable Notes at the Dollar Price, but assuming: (1) a settlement date that is the Floating Rate Remarketing Date without accrued interest, (2) a maturity date equal to the Floating Period Termination Date, (3) a stated annual interest rate equal to the Reference Rate plus the Floating Rate Spread, (4) that such Remarketable Notes are callable for repurchase by the Remarketing 4 Dealer at the Dollar Price on the Floating Period Termination Date, and (5) that the Company will redeem the Remarketable Notes at the Dollar Price on the Floating Period Termination Date if not previously repurchased by the Remarketing Dealer. "Floating Rate Period" means the period from (and including) the Floating Rate Remarketing Date to (but excluding) the Floating Period Termination Date. "Floating Rate Remarketing Date" means September 16, 2002 in the event that the Company has elected to exercise its Floating Period Option. "Floating Rate Reset Period" means the period from (and including) the first Reference Rate Reset Date to (but excluding) the next following Reference Rate Reset Date, and thereafter the period from (and including) a Reference Rate Reset Date to (but excluding) the next following Reference Rate Reset Date; provided that the final Floating Rate Reset Period during the Floating Rate Period will run to (but exclude) the Floating Period Termination Date. "Floating Rate Spread" shall be the lowest applicable Floating Rate Bid expressed as a spread (in the form of a percentage or in basis points) above the Reference Rate obtained by the Remarketing Dealer by 3:30 p.m., New York City time, on the third Business Day prior to the Floating Rate Remarketing Date, from the Floating Rate Bids quoted to the Remarketing Dealer by up to five Reference Money Market Dealers. "Floating Rate Spread Determination Date" means the third Business Day prior to the Floating Rate Remarketing Date. "Independent Investment Banker" means either Banc of America Securities LLC or Morgan Stanley & Co. Incorporated and their respective successors as selected by the Company, or if both of these firms are unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by the Company. "Interest Payment Date" means the dates on which the Company shall be obligated to make interest payments on the Remarketable Notes, which dates shall be, as applicable: (1) during the period prior to and including the first Remarketing Date, semi- 5 annually on September 15 and March 15 of each year, commencing on March 15 , 2001, provided however, that the Interest Payment Date occurring in September, 2002 shall be on September 16, 2002; and (2) during the period after the Fixed Rate Remarketing Date, if any, semi-annually on each day that is a six-month anniversary of such date; and (3) during the period after the Floating Rate Remarketing Date, if any, on each Reference Rate Reset Date commencing on the Reference Rate Reset Date following the first Reference Rate Reset Date and ending on the Floating Period Termination Date. "Interest Rate to Maturity" shall have the meaning set forth in Section 106(2)(i). "LIBOR Business Day" means a day that is a Business Day and a London Business Day. "Lien" means any mortgage, lien, pledge, security interest or other encumbrance of any kind. "London Business Day" means any day on which dealings in U.S. dollars are transacted in the London Inter-Bank Market. "Material Subsidiary" means a Subsidiary of the Company whose total assets (as determined in accordance with GAAP) represent at least 20% of the total assets of the Company on a consolidated basis; provided, however, that in no event shall Dominion Capital, Inc. be included as a Material Subsidiary. "Notification Date" means, with respect to the first Remarketing Date, a Business Day not earlier than 15 Business Days prior to the first Remarketing Date, and not later than 4:00 p.m., New York City time, on the tenth Business Day prior to the first Remarketing Date, on which the Remarketing Dealer notifies the Company and the Trustee as to whether it elects to purchase the Remarketable Notes on such Remarketing Date. "Original Issue Date" means September 11, 2000. "Outstanding", when used with respect to the Remarketable Notes, means, as of the date of determination, all Remarketable Notes, theretofore authenticated and delivered under the Indenture, except: (1) Remarketable Notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (2) Remarketable Notes for whose payment at Maturity the necessary amount of money or money's worth has been theretofore deposited (other than pursuant to Section 402) with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Remarketable Notes. 6 (3) Remarketable Notes with respect to which the Company has effected defeasance or covenant defeasance pursuant to Section 402 of the Original Indenture; and (4) Remarketable Notes that have been paid pursuant to Section 306 or in exchange for or in lieu of which other Remarketable Notes have been authenticated and delivered pursuant to the Indenture, other than any such Remarketable Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Remarketable Notes are held by a bona fide purchaser in whose hands such Remarketable Notes are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Remarketable Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Remarketable Notes for quorum purposes, Remarketable Notes owned by the Company or any other obligor upon the Remarketable Notes or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any such determination or relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Remarketable Notes which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Remarketable Notes so owned which shall have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee (A) the pledgee's right so to act with respect to such Remarketable Notes and (B) that the pledgee is not the Company or any other obligor upon the Remarketable Notes or an Affiliate of the Company or such other obligor. "Post-Remarketing Comparable Treasury Issue" means the U.S. Treasury Security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Remarketable Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Remarketable Notes or, if, in the reasonable judgment of the Independent Investment Banker, there is no such security, then the Post-Remarketing Comparable Treasury Issue will mean the U.S. Treasury Security or Securities selected by an Independent Investment Banker as having an actual or interpolated maturity or maturities comparable to the remaining term of the Remarketable Notes. "Post-Remarketing Comparable Treasury Price" means (1) the average of five Post-Remarketing Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Post-Remarketing Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Post Remarketing Reference Treasury Dealer Quotations, the average of all such quotations. "Post-Remarketing Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Post-Remarketing 7 Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. "Principal Property" means any plant or facility of the Company located in the United States that in the opinion of the Board of Directors or management of the Company is of material importance to the business conducted by the Company and its consolidated Subsidiaries taken as whole. "Reference Corporate Dealer" means each of up to five leading dealers of publicly traded debt securities, including the Company's debt securities, which shall be selected by the Company. The Company will advise the Remarketing Dealer of its selection of Reference Corporate Dealers no later than five Business Days prior to the Fixed Rate Remarketing Date. If either Banc of America Securities LLC or Morgan Stanley & Co. Incorporated is then acting as the Remarketing Dealer, or if either of such firms is acting as an underwriter for the Remarketable Notes, then it will be among the Reference Corporate Dealers the Company will select. "Reference Money Market Dealer" means each of up to five dealers of publicly traded debt securities, including the Company's debt securities, selected by the Company, who are also leading dealers in money market instruments. The Company will advise the Remarketing Dealer of its selection of Reference Money Market Dealers no later than five Business Days prior to the Floating Rate Remarketing Date. If either Banc of America Securities LLC or Morgan Stanley & Co. Incorporated is then acting as the Remarketing Dealer, or if either of such firms is acting as an underwriter for the Remarketable Notes, then it will be among the Reference Money Market Dealers the Company will select. "Reference Rate" means: (1) The rate for each Floating Rate Reset Period which will be the rate for deposits in U.S. Dollars for a period of one month which appears on Telerate Page 3750 (or any successor page) as of 11:00 a.m., London time, on the applicable Reference Rate Determination Date. (2) If no rate appears on Telerate Page 3750 on the Reference Rate Determination Date, the Remarketing Dealer will request the principal London offices of four major reference banks in the London Inter-Bank Market to provide it with their offered quotations for deposits in U.S. Dollars for the period of one month, commencing on the first day of the Floating Rate Reset Period, to prime banks in the London Inter-Bank Market at approximately 11:00 a.m., London time, on the Reference Rate Determination Date and in a principal amount that is representative for a single transaction in U.S. Dollars in that market at that time. If at least two quotations are provided, then the Reference Rate will be the average of those quotations. If fewer than two quotations are provided, then the Reference Rate will be the average (rounded, if necessary, to the nearest one hundredth (0.01) of one percent) of the rates quoted at approximately 11:00 a.m., New York 8 City time, on the Reference Rate Determination Date by three major banks in New York City selected by the Remarketing Dealer for loans in U.S. dollars to leading European banks, having a one-month maturity and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If the banks selected by the Remarketing Dealer are not providing quotations in the manner described by this paragraph, the rate for the Floating Rate Reset Period following the Reference Rate Determination Date will be the rate in effect on that Reference Rate Determination Date. "Reference Rate Determination Date" will be the second LIBOR Business Day preceding each Reference Rate Reset Date. "Reference Rate Reset Date" means the first Remarketing Date and the 15th day of each month thereafter until (but excluding) the Floating Period Termination Date. "Reference Treasury Dealer" means each of up to five Primary U.S. Government Securities dealers (each a "Primary Treasury Dealer") to be selected by the Company, and their respective successors; provided that if any of the foregoing ceases to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer. The Company will advise the Remarketing Dealer of its selection of Reference Treasury Dealers no later than five Business Days prior to the first Remarketing Date. If either Banc of America Securities LLC or Morgan Stanley & Co. Incorporated is then acting as the Remarketing Dealer, or if either of such firms is acting as an underwriter for the Remarketable Notes, then it will be among the Reference Treasury Dealers the Company will select. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer, the offer prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Remarketing Dealer by such Reference Treasury Dealer, by 3:30 p.m., New York City time, on the applicable Determination Date. "Regular Record Date" means, with respect to each Interest Payment Date, the close of business on the 15th calendar day (whether or not a Business Day) preceding such Interest Payment Date. "Remaining Scheduled Payments" means, the remaining scheduled payments of the principal of and interest on Remarketable Notes, calculated at the Base Rate, that would be due after the first Remarketing Date, to and including the Stated Maturity; provided that if such first Remarketing Date is not an Interest Payment Date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to first Remarketing Date. "Remarketing Agreement" means the agreement between the Company and Banc of America Securities LLC, dated as of September 11, 2000, relating to the remarketing of the Remarketable Notes. 9 "Remarketing Date(s)" means (i) September 16, 2002, or (ii) if the Remarketing Dealer has elected, in connection with the Remarketing Date occurring on September 16, 2002, to purchase the Remarketable Notes and the Company has elected to exercise its Floating Period Option, then the Remarketing Date also means the Floating Period Termination Date. "Remarketing Dealer" means Banc of America Securities LLC or any successor Remarketing Dealer under the Remarketing Agreement. "Stated Maturity" means September 16, 2012 or in the event the Company elects to exercise its Floating Period Option in accordance with Section 106(2)(ii), the tenth anniversary of the Fixed Rate Remarketing Date, but not later than September 16 , 2013. "Telerate Page 500" means the display designated as "Telerate page 500" on Dow Jones Markets (or such other page as may replace "Telerate page 500" on such service) or such other service displaying the offer prices, as may replace Dow Jones Markets. "Telerate Page 3750" means the display designated as "Telerate page 3750" on Dow Jones Markets (or such other page as may replace "Telerate page 3750" on such service) or such other service displaying the offer prices, as may replace Dow Jones Markets. "Treasury Rate" means, with respect to the first Remarketing Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Remarketing Date. SECTION 103. Payment of Principal and Interest. The principal of the --------------------------------- Remarketable Notes shall be due at Stated Maturity (unless earlier redeemed). The Company will pay interest on the Remarketable Notes at the rates described below on the Interest Payment Dates. Interest payments on the Remarketable Notes shall be in the amount of interest accrued from and including the next preceding Interest Payment Date (or from and including September 11, 2000, if no interest has been paid or duly provided with respect to the Remarketable Notes) to but excluding the relevant Interest Payment Date, Remarketing Date or Stated Maturity, as the case may be. Notwithstanding the foregoing, if the date of a Remarketable Note is after a Regular Record Date and before the following Interest Payment Date, such Remarketable Note shall bear interest from such Interest Payment Date; provided that if the Company shall default in the payment of interest due on such Interest Payment Date, then such Remarketable Note shall bear interest from the immediately preceding Interest Payment Date to which interest on the Remarketable Notes has been paid or duly provided for, or, if no interest has been paid or duly provided for on the Remarketable Notes from September 11, 2000. The rate of interest on the Remarketable Notes for the period from September 11, 2000, to but excluding September 16, 2002, which is the first Remarketing Date, will be 7.40% per annum. From and including the first Remarketing Date, the rate of interest on the Remarketable Notes will be either the Interest Rate to Maturity (if the first Remarketing Date is also the Fixed Rate Remarketing Date) or the Floating Period Interest Rate based on the accrual method 10 described below (if the first Remarketing Date is also the Floating Rate Remarketing Date). During the Floating Rate Period, the Remarketable Notes shall accrue interest on the Dollar Price thereof at a rate per annum equal to the Floating Period Interest Rate, determined as set forth herein, with respect to each Floating Rate Reset Period, such interest to accrue from the first Reference Rate Reset Date to and excluding the Floating Period Termination Date. The amount of interest to be paid for any Floating Rate Reset Period will be calculated by adding the daily interest amounts for each day in the Floating Rate Reset Period. If the first Remarketing Date is also the Floating Rate Remarketing Date, then from and including the subsequent Fixed Rate Remarketing Date, the rate of interest on the Remarketable Notes will be the Interest Rate to Maturity. During the period prior to the first Remarketing Date and the period after the Fixed Rate Remarketing Date, interest shall be computed on the basis of a 360-day year of twelve 30-day months. Interest on the Remarketable Notes during the Floating Rate Period shall be computed on the basis of the actual number of days in each Floating Rate Reset Period over a 360-day year. If any interest, principal or other payment date of the Remarketable Notes (including any payment date in connection with a mandatory tender or mandatory redemption as described in Sections 106 and 107 below), occurring during a period when the Remarketable Notes are accruing interest at a fixed rate, does not fall on a Business Day, a payment otherwise payable on that day will be made on the next succeeding Business Day. Such payment will have the same effect as if made on the originally scheduled payment date, and no interest will accrue for the period from and after such payment date. In the case of any such payment occurring during a period when the Remarketable Notes are accruing interest at a floating rate, interest will accrue from such originally scheduled payment date to but excluding, and shall be payable on, the next succeeding Business Day (except in the case of an interest payment at Stated Maturity, in which case no interest will accrue on and after the Stated Maturity). Interest on the Remarketable Notes payable on any Interest Payment Date shall, except as otherwise provided in the Indenture, be payable to the Persons in whose names the Remarketable Notes are registered on the Regular Record Date for such Interest Payment Date; provided, that interest shall be paid by mailing a check therefor to or upon the written order of the Person entitled thereto at such Person's last address as it appears on the Security Register or, upon application to the Trustee by a Holder of $1,000,000 or more in aggregate principal amount of the Remarketable Notes at least five Business Days prior to the applicable Interest Payment Date, by wire transfer of immediately available funds to an account maintained by such Person with a bank or other financial institution located in the United States. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Persons in whose names the Remarketable Notes are registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee (in accordance with Section 307 of the Original Indenture), notice whereof shall be given to the Holders of the Remarketable Notes not less than ten days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on 11 which the Remarketable Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. SECTION 104. Denominations. The Remarketable Notes may be issued in ------------- denominations of $1,000, or any integral multiple thereof. SECTION 105. Global Securities. The Remarketable Notes will be issued ----------------- initially in the form of one or more Global Securities registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Remarketable Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Remarketable Notes in definitive form. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Remarketable Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Remarketable Notes registered in the names of Persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within 90 days after it becomes aware of such cessation, or (ii) the Company in its sole discretion determines that such Global Security shall be so exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Remarketable Notes registered in such names as the Depositary shall direct. SECTION 106. Mandatory Tender, Remarketing and Determination of Interest ----------------------------------------------------------- Rate. The Remarketing Dealer's obligations set forth herein shall be performed - ---- pursuant to the Remarketing Agreement. (1) Mandatory Tender. If the Remarketing Dealer gives notice to the Company and the Trustee on the Notification Date of its intention to purchase the Remarketable Notes for remarketing on the first Remarketing Date, the Remarketable Notes shall be automatically tendered, or deemed tendered, to the Remarketing Dealer for purchase on such Remarketing Date except as provided in certain circumstances described in Section 107. The purchase price 12 payable to the Holders of such tendered Remarketable Notes will be equal to 100% of the aggregate principal amount thereof on the first Remarketing Date. Upon the occurrence of a subsequent Remarketing Date, if any, the Remarketable Notes shall be automatically tendered, or deemed tendered, to the Remarketing Dealer for purchase on such Remarketing Date except as provided in certain circumstances described in Section 107. The purchase price payable to the Holders of such tendered Remarketable Notes will be the Dollar Price thereof on such Remarketing Date. The Company shall give notice to the Remarketing Dealer and the Trustee of any subsequent Remarketing Date at least five Business Days before such Remarketing Date. If the Remarketable Notes are tendered or deemed tendered for remarketing, the Remarketing Dealer shall sell 100% of the aggregate principal amount of the Remarketable Notes at the Dollar Price to the Reference Corporate Dealer or the Reference Money Market Dealer, whichever is applicable, providing the lowest Bid. If two or more of the applicable Reference Dealers provide the lowest Bid, the Remarketing Dealer shall sell the Remarketable Notes to one or more of such Reference Dealers, as it determines in its sole discretion. The obligation of the Remarketing Dealer to purchase the Remarketable Notes on the Remarketing Date is subject to the conditions set forth in the Remarketing Agreement. If for any reason the Remarketing Dealer does not purchase all of the Remarketable Notes on any Remarketing Date, the Company shall be required to redeem the Remarketable Notes in whole in accordance with Section 107(1) on the first Remarketing Date at a Redemption Price equal to 100% of the aggregate principal amount thereof, plus all accrued and unpaid interest, if any, to such Remarketing Date, or on any subsequent Remarketing Date at a Redemption Price equal to the Dollar Price, plus accrued and unpaid interest, if any, to any such subsequent Remarketing Date. (2) Remarketing. The interest rates on the Remarketable Notes for periods beginning on the Remarketing Dates, if any, shall be established Dealer in accordance with the following procedures: (i) Determination of Interest Rate To Maturity, Floating Rate Spread, and Dollar Price. If the Remarketing Dealer elects to purchase the Remarketable Notes in connection with the first Remarketing Date, then by 3:30 p.m., New York City time, on the Floating Rate Spread Determination Date or the Fixed Rate Determination Date in connection with the first Remarketing Date, depending on the following election, the Remarketing Dealer will determine the Floating Rate Spread in the case that the Company has elected the Floating Period Option, or otherwise the Interest Rate to Maturity to the nearest one hundredth (0.01) of one percent per annum unless the Company has elected to redeem pursuant to Section 13 107(2), or is required to redeem pursuant to Section 107(1), the Remarketable Notes. If there is a subsequent Remarketing Date, then by 3:30 p.m. New York City time, on the related Fixed Rate Determination Date, the Remarketing Dealer will determine the Interest Rate to Maturity to the nearest one hundredth (0.01) of one percent per annum unless the Company elects or is required to redeem the Remarketable Notes as stated above. The Interest Rate to Maturity shall be equal to the sum of the Base Rate and the Applicable Spread. On the Floating Rate Spread Determination Date and the Fixed Rate Determination Date with respect to the first Remarketing Date, the Remarketing Dealer will determine the Dollar Price. The Interest Rate to Maturity and the Dollar Price for the Remarketable Notes announced by the Remarketing Dealer, absent manifest error, shall be binding and conclusive upon the holders of beneficial interests in the Remarketable Notes, the Company and the Trustee, and the Trustee shall have no responsibility for the calculation thereof. (ii) Floating Rate Period. Following the Remarketing Dealer's election to purchase the Remarketable Notes, but prior to the Floating Period Notification Date, the Company may elect to exercise its Floating Period Option. If the Company makes such election, the Remarketable Notes will bear interest at the Floating Period Interest Rate until such the Floating Period Termination Date. In the event that the Company elects to exercise its Floating Period Option, the maturity of the Remarketable Notes will be extended to the tenth anniversary of the Fixed Rate Remarketing Date, but not later than September 16, 2013. The interest rate in effect with respect to each Floating Rate Reset Period shall be the Floating Period Interest Rate determined for such period on the preceding Reference Rate Determination Date. The Floating Period Interest Rate for the Remarketable Notes announced by the Remarketing Dealer, absent manifest error, will be binding and conclusive upon the holders of beneficial interests in such Remarketable Notes, the Company and the Trustee and the Trustee shall have no responsibility for the calculation thereof. (iii) Notifications. Subject to the Remarketing Dealer's election to remarket the Remarketable Notes at the first Remarketing Date and to the Company's election not to exercise its Floating Period Option and in connection with the subsequent Remarketing Date, the Remarketing Dealer shall notify the Company and the Trustee by telephone, confirmed in writing (which may include facsimile or other electronic transmission), by 4:00 p.m., New York City time, on the Fixed Rate Determination Date of the Interest Rate to Maturity of the Remarketable Notes 14 effective from and including the Fixed Rate Remarketing Date. Promptly after the determination thereof, the Remarketing Dealer shall notify the Company and the Trustee of the Dollar Price. The Company shall notify the Remarketing Dealer and the Trustee of its election to exercise its Floating Period Option prior to the Floating Period Notification Date. Following receipt of such notification, the Remarketing Dealer shall notify the Company and the Trustee by telephone, confirmed in writing (which may include facsimile or other electronic transmission), by 4:00 p.m., New York City time, on each Reference Rate Determination Date of the interest rate with respect to each Floating Rate Reset Period. on or before the Floating Rate Period Termination Date. On or before the Floating Period Termination Notification Date, the Company shall notify the Remarketing Dealer and the Trustee of its election to terminate the Floating Rate Period. At each Reference Rate Determination Date after the first Remarketing Date the Remarketing Dealer shall similarly notify the Company, the Trustee and the Depositary by telephone, confirmed in writing (which may include facsimile or other electronic transmission) by 4:00 p.m. New York City time. (iv) Determination of Interest Rates in Special Circumstances If the Remarketing Dealer elects or is obligated to purchase the Remarketable Notes at any Remarketing Date and thereafter certain events described in the Remarketing Agreement occur, the Remarketing Dealer will have the right to terminate the Remarketing Agreement or terminate its obligation to purchase the Remarketable Notes, or, until 3:30 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date, to elect to purchase the Remarketable Notes for remarketing and determine a new Floating Period Interest Rate or Interest Rate to Maturity in the manner provided in Section 106(2)(i), except that for purposes of determining the new Floating Period Interest Rate or Interest Rate to Maturity pursuant to this Section 106(2)(iv), the Determination Date referred to therein and in the definitions contained therein shall be the date of such election and redetermination. The Remarketing Dealer shall notify the Company and the Trustee by telephone, confirmed in writing (which may include facsimile or other electronic transmission) by 4:00 p.m., New York City time, on the date of such election and redetermination, of the new Floating Period Interest Rate or Interest Rate to Maturity, as the case may be, of the Remarketable Notes. Thereupon, such new Floating Period Interest Rate or Interest Rate to Maturity shall supersede and replace any Floating Period Interest Rate or Interest Rate to Maturity previously determined by the Remarketing Dealer and, absent manifest error, shall be binding and conclusive upon the holders of beneficial interest in the Remarketable Notes on and after such Remarketing Date, the Company and the Trustee and the Trustee shall have no responsibility for the calculation thereof. SECTION 107. Redemption. ---------- (1) Mandatory Redemption. The Company shall be required to redeem the Remarketable Notes, in whole, from the Holders on the applicable Remarketing Date at a Redemption Price equal to 100% of the aggregate principal amount of the Remarketable Notes, if such Remarketing Date is the first Remarketing Date, or the Dollar Price on any subsequent Remarketing Date, plus all accrued and unpaid interest, if any, to such Remarketing Date, in the event that (i) the Remarketing Dealer for any reason does not elect by notice to the Company and the Trustee not later than the Notification Date, to purchase the Remarketable Notes for remarketing on such Remarketing Date, (ii) prior to any Remarketing Date, the Remarketing Dealer resigns and no successor has been appointed on or before the related Determination Date, (iii) at any time after the Remarketing Dealer elects on the Notification Date to remarket such Remarketable Notes, the Remarketing Dealer elects to terminate the Remarketing Agreement in accordance with its terms, (iv) the Remarketing Dealer for any reason does not notify the Company of the Floating Period Interest Rate or of the Interest Rate to Maturity by 4:00 p.m., New York City time, on the applicable Determination Date, (v) the Remarketing Dealer for any reason does not deliver the purchase price of such Remarketable Notes to the Trustee on such Remarketing Date or does not purchase all tendered Remarketable Notes on such Remarketing Date, or (vi) the Company for any reason fails to redeem the Remarketable Notes from the Remarketing Dealer following the Company's election to effect such redemption as set forth in subsection (2) of this Section 107 below. Notwithstanding Section 1104 of the Original Indenture, the Company shall notify the Trustee and the Depositary of the date on which any such redemption will occur at least 30 days prior thereto unless the events that cause the Company to be required to effect such redemption have not occurred at least five days before such date, in which case the Company shall provide the Trustee and the 15 Depositary with as much notice of the Redemption Date as is reasonably practicable under the circumstances. No other notice of such redemption shall be required. (2) Optional Redemption. The Company shall have the right to redeem the Remarketable Notes, in whole, from the Remarketing Dealer on any Remarketing Date in accordance with the procedures set forth below. If the Remarketing Dealer elects in connection with the first Remarketing Date, or is obligated in connection with the subsequent Remarketing Date, if any, to remarket the Remarketable Notes, the Company shall, notwithstanding Section 1104 of the Original Indenture, notify the Remarketing Dealer and the Trustee, not later than 4:00 p.m. New York City time on the fourth Business Day immediately preceding any Remarketing Date, if the Company irrevocably elects to exercise its right to redeem the Remarketable Notes, in whole, from the Remarketing Dealer on such Remarketing Date. No other notice of such redemption shall be required. If the Company so elects to redeem the Remarketable Notes, the Company shall redeem the Remarketable Notes in whole on the first Remarketing Date or on the subsequent Remarketing Date at the Dollar Price, in each case, plus accrued and unpaid interest, if any, to such Remarketing Date. (3) Post-Remarketing Optional Redemption After the Fixed Rate Remarketing Date, the Remarketable Notes are redeemable, in whole or in part, at any time, and at the option of the Company, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Remarketable Notes then Outstanding to be redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 15 basis points, as calculated by an Independent Investment Banker, plus accrued and unpaid interest thereon to the applicable Redemption Date. The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. The Company shall give the Trustee notice of the Redemption Price of any redemption pursuant to this Section 107(3) promptly after the calculation thereof and the Trustee shall have no responsibility for any such calculation. In the event of the redemption of the Remarketable Notes is in part only, a new Remarketable Note or Notes for the unredeemed portion will be issued in the name or names of the Holders thereof upon surrender thereof. Notice of any redemption pursuant to this Section 107(3) shall be given as provided in Section 1104 of the Original Indenture. 16 SECTION 108. Additional Interest. Interest on overdue principal and (to the ------------------- extent permitted by applicable law) on overdue installments of interest shall accrue at the then applicable interest rate on the Remarketable Notes. SECTION 109. Paying Agent. The Trustee shall initially serve as Paying ------------ Agent with respect to the Remarketable Notes, with the Place of Payment initially being the Corporate Trust Office of the Trustee. SECTION 110. Limitation on Liens. The Company will not, while any of the ------------------- Remarketable Notes remain Outstanding, create, or suffer to be created or to exist, any Lien upon any Principal Property of the Company or upon any shares of stock of any Material Subsidiary of the Company, whether such Principal Property is, or shares of stock are, now owned or hereafter acquired, to secure any indebtedness for borrowed money of the Company, unless it shall make effective provision whereby the Remarketable Notes then Outstanding shall be secured by such Lien equally and ratably with any and all indebtedness for borrowed money thereby secured so long as any such indebtedness shall be so secured; provided, however, that nothing in this Section shall be construed to prevent the Company from creating, or from suffering to be created or to exist, any Liens, or any agreements, with respect to: (1) purchase money mortgages, or other purchase money liens, pledges, security interests or encumbrances of any kind upon property hereafter acquired by the Company, or Liens of any kind existing on any property or any shares of stock at the time of the acquisition thereof (including Liens which exist on any property or any shares of stock of a Person which is consolidated with or merged with or into the Company or which transfers or leases all or substantially all of its properties to the Company), or conditional sales agreements or other title retention agreements and leases in the nature of title retention agreements with respect to any property hereafter acquired; provided, however, that no such Lien shall extend to or cover any other property of the Company; (2) Liens upon any property of the Company or any shares of stock of any Material Subsidiary of the Company existing as of the date of the initial issuance of the Remarketable Notes or upon the shares of stock of any corporation, which Liens existed at the time such corporation became a Material Subsidiary of the Company; liens for taxes or assessments or other governmental charges or levies; pledges to secure other governmental charges or levies; pledges or deposits to secure obligations under worker's compensation laws, unemployment insurance and other social security legislation, including liens of judgments thereunder which are not currently dischargeable; pledges or deposits to secure performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases to which the Company is a party; pledges or deposits to secure public or statutory obligations of the Company; builders', materialmen's, mechanics', carriers', warehousemen's, workers', repairmen's, operators', landlords; or other like liens in the ordinary course of business, or deposits to obtain the release of such liens; pledges or deposits to secure, or in lieu of, surety, stay, appeal, indemnity, customs, performance or return-of-money bonds; other pledges or deposits for similar purposes in the ordinary course of business; liens 17 created by or resulting from any litigation or proceeding which at the time is being contested in good faith by appropriate proceedings; liens incurred in connection with the issuance of bankers' acceptances and lines of credit, bankers' liens or rights of offset and any security given in the ordinary course of business to banks or others to secure any indebtedness payable on demand or maturing within 12 months of the date that such indebtedness is originally incurred; liens incurred in connection with repurchase, swap or other similar agreements (including, without limitation, commodity price, currency exchange and interest rate protection agreements); leases made, or existing on property acquired, in the ordinary course of business; liens securing industrial revenue or pollution control bonds; liens, pledges, security interests or other encumbrances on any property arising in connection with any defeasance, covenant defeasance or in- substance defeasance of indebtedness of the Company, including the Remarketable Notes; liens created in connection with, and created to secure, a non-recourse obligation; zoning restrictions, easements, licenses, rights-of-way, restrictions on the use of property or minor irregularities in title thereto, which do not, in the opinion of the Company, materially impair the use of such property in the operation of the business of the Company or the value of such property for the purpose of such business; (3) Liens in favor of the United States, any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such mortgages, including, without limitation, mortgages to secure indebtedness of the pollution control or industrial revenue bond type; (4) indebtedness which may be issued by the Company in connection with a consolidation or merger of the Company or any Material Subsidiary of the Company with or into any other Person (which may be an Affiliate of the Company or any Material Subsidiary of the Company) in exchange for or otherwise in substitution for secured indebtedness of such Person ("Third Party Debt") which by its terms (i) is secured by a mortgage on all or a portion of the property of such Person, (ii) prohibits secured indebtedness from being incurred by such Person, unless the Third Party Debt shall be secured equally and ratably with such secured indebtedness or (iii) prohibits secured indebtedness from being incurred by such Person; (5) indebtedness of any Person which is required to be assumed by the Company in connection with a consolidation or merger of such Person, with respect to which any property of the Company is subjected to a Lien; (6) Liens of any kind upon any property acquired, constructed, developed or improved by the Company (whether alone or in association with others) after the date of the initial issuance of the Remarketable Notes which are created prior to, at the time of, or within 18 months after such acquisition (or in the case of 18 property constructed, developed or improved, after the completion of such construction, development or improvement and commencement of full commercial operation of such property, whichever is later) to secure or provide for the payment of any part of the purchase price or cost thereof; provided that in the case of such construction, development or improvement the Liens shall not apply to any property theretofore owned by the Company other than theretofore unimproved real property; (7) Liens in favor of the Company, one or more Material Subsidiaries of the Company, one or more wholly-owned Subsidiaries of the Company or any of the foregoing in combination; (8) the replacement, extension or renewal (or successive replacements, extensions or renewals), as a whole or in part, of any Lien, or of any agreement, referred to above in clauses (1) through (7) inclusive, or the replacement, extension or renewal (not exceeding the principal amount of indebtedness secured thereby together with any premium, interest, fee or expense payable in connection with any such replacement, extension or renewal) of the indebtedness secured thereby; provided that such replacement, extension or renewal is limited to all or a part of the same property that secured the Lien replaced, extended or renewed (plus improvements thereon or additions or accessions thereto); or (9) any other Lien not excepted by the foregoing clauses (1) through (8); provided that immediately after the creation or assumption of such Lien, the aggregate principal amount of indebtedness for borrowed money of the Company secured by all Liens created or assumed under the provisions of this clause (9) shall not exceed an amount equal to 10% of the common shareholders' equity of the Company, as shown on its consolidated balance sheet for the accounting period occurring immediately prior to the creation or assumption of such Lien. This Section 110 has been included in this Fourth Supplemental Indenture expressly and solely for the benefit of the Remarketable Notes and shall be subject to covenant defeasance pursuant to Section 402(3) of the Original Indenture. SECTION 111. Original Issue Discount. ----------------------- If the original issue discount rules are applicable, the Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on the Remarketable Notes as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. 19 ARTICLE II MISCELLANEOUS PROVISIONS SECTION 201. Recitals by Company. The recitals in this Fourth Supplemental ------------------- Indenture are made by the Company only and not by the Trustee, and all of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Remarketable Notes and of this Fourth Supplemental Indenture as fully and with like effect as if set forth herein in full. SECTION 202. Ratification and Incorporation of Original Indenture. As ---------------------------------------------------- supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Fourth Supplemental Indenture shall be read, taken and construed as one and the same instrument. SECTION 203. Executed in Counterparts. This Fourth Supplemental Indenture ------------------------ may be executed in several counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. SECTION 204. Assignment. The Company shall have the right at all times to ---------- assign any of its rights or obligations under the Indenture with respect to the Remarketable Notes to a direct or indirect wholly-owned subsidiary of the Company; provided that, in the event of any such assignment, the Company shall remain primarily liable for the performance of all such obligations. The Indenture may also be assigned by the Company in connection with a transaction described in Article Eight of the Original Indenture. 20 IN WITNESS WHEREOF, each party hereto has caused this instrument to be signed in its name and behalf by its duly authorized officer, all as of the day and year first above written. DOMINION RESOURCES, INC. By:_____________________________________ Name:___________________________________ Title:__________________________________ THE CHASE MANHATTAN BANK, as Trustee By:_____________________________________ Name:___________________________________ Title:__________________________________ 21 Exhibit 4.2 EXHIBIT A FORM OF 7.40% Series D Remarketable Notes Due 2012 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.] OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO [CEDE & CO.], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, [CEDE & CO.,] HAS AN INTEREST HEREIN.]** [THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]** =============================== DOMINION RESOURCES, INC. =============================== 7.40% Series D Remarketable Note Due 2012 No. ___ CUSIP No. 257469AA4 ORIGINAL ISSUE DATE: September 11, 2000 ______________________________ **Insert in Global Securities. INTEREST RATE TO REMARKETING DATE: 7.40% REMARKETING DATE September 16, 2002 INTEREST RATE TO MATURITY: See Further Provisions set forth herein MATURITY DATE: September 16, 2012, Subject To Extension as set forth herein ISSUE PRICE: ____% INTEREST PAYMENT DATES: March 15 and September 15, commencing March 15, 2001 through the first Remarketing Date and thereafter, as set forth herein Dominion Resources, Inc., a corporation duly organized and existing under the laws of the State of Virginia (hereinafter referred to as the "Company"), for value received hereby promises to pay to [Cede & Co.]** Insert in Global Securities.* or registered assigns the principal sum of _______ Dollars ($______) at the Company's office or agency for the purpose initially at the Corporate Trust Office of The Chase Manhattan Bank, as Trustee (the "Trustee") on September 16, 2012 (unless and to the extent earlier redeemed or repaid prior to such maturity date), or at such other maturity date determined in accordance with the terms hereof, in such coin or currency of the United States of America as the time of payment shall be legal tender for the payment of public and private debts, and to pay interest semi-annually in arrears on September 15 and March 15 of each year, commencing March 15, 2001, to the Remarketing Date specified above, on the principal sum in like coin or currency at the Interest Rate to Remarketing Date specified above provided that the September 2002 Interest Payment Date shall be September 16, 2002, and thereafter, subject to the terms and conditions set forth herein, at the interest rates determined by the Remarketing Dealer (as defined on the reverse hereof) in accordance with the procedures referred to on the reverse hereof and on the Interest Payment Dates referred to on the reverse hereof, at the aforesaid office or agency from the most recent Interest Payment Date to which interest on the Securities has been paid or duly provided for, unless the date hereof is a date to which interest on the Securities has been paid or duly provided for, in which case from the date of this Security, or unless no interest has been paid or duly provided for on the Securities, in such case from September 11, 2000. Notwithstanding the foregoing, if the date hereof is after a Regular Record Date and before the following Interest Payment Date, this Security shall bear interest from such Interest Payment Date; provided that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Security shall bear interest from the immediately preceding Interest Payment Date to which interest on the Securities has been paid or duly provided for, or, if no interest has been paid or duly provided for on the Securities, from September 11, 2000. ______________________________ **Insert in Global Securities. 2 The interest so payable on any Interest Payment Date will, except as otherwise provided in the Indenture (as defined on the reverse hereof), be paid to the Person in whose name this Security is registered at the close of business on the fifteenth calendar day (whether or not a Business Day) immediately preceding such Interest Payment Date; provided, that interest shall be paid by mailing a check therefor to or upon the written order of the Person entitled thereto at such Person's last address as it appears on the Security Register or, upon written application to the Trustee by a Holder of $1,000,000 or more in aggregate principal amount of the Securities of this series at least five Business Days prior to the applicable Interest Payment Date, by wire transfer of immediately available funds to an account maintained by such Person with a bank or other financial institution located in the United States. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Persons in whose names the Securities of this series are registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee (in accordance with Section 307 of the Indenture), notice whereof shall be given to the Holders of the Securities of this series not less than ten days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Securities of this series may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture. Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months from the date of original issuance to the first Remarketing Date and then, subject to the Remarketing Dealer's election to remarket and the Company's election to exercise its Floating Period Option, interest on this Security shall be computed on the basis of the actual number of days in each Floating Rate Reset Period over a 360-day year until the Fixed Rate Remarketing Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months from the Fixed Rate Remarketing Date to the Stated Maturity. Interest on overdue principal and (to the extent permitted by applicable law) on overdue installments of interest shall accrue at the then applicable interest rate of this Security. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 3 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Dated: Dominion Resources, Inc. By: ______________________________________ Name: ________________________________ Title: _______________________________ 4 REVERSE OF REMARKETABLE NOTE DOMINION RESOURCES, INC. 7.40% Series D Remarketable Note Due 2012 This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of June 1, 2000, as supplemented by a First Supplemental Indenture dated as of June 1, 2000, a Second Supplemental Indenture dated as of July 1, 2000, a Third Supplemental Indenture dated as of July 1, 2000, and a Fourth Supplemental Indenture dated as of September 1, 2000 (the "Supplement") (collectively, as amended or supplemented from time to time, herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company and The Chase Manhattan Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof (the "Remarketable Notes") which is unlimited in aggregate principal amount. Certain provisions relating to the remarketing of the Securities set forth below are contained in a Remarketing Agreement (the "Remarketing Agreement") between the Issuer and Banc of America Securities LLC, as Remarketing Dealer (the "Remarketing Dealer"). Interest Payments on the Remarketable Notes shall be in the amount of interest accrued from and including the next preceding Interest Payment Date (or from and including September 11, 2000 if no interest has been paid or duly provided with respect to the Remarketable Notes) to but excluding the relevant Interest Payment Date, Remarketing Date or Stated Maturity, as the case may be. The rate of interest on the Remarketable Notes for the period from September 11, 2000 to but excluding September 16, 2002, which is the first Remarketing Date, will be 7.40% per annum. From and including the first Remarketing Date, the rate of interest on the Remarketable Notes will be either the Interest Rate to Maturity (if the first Remarketing Date is also the Fixed Rate Remarketing Date) or the Floating Period Interest Rate based on the accrual method described below (if the first Remarketing Date is also the Floating Rate Remarketing Date), if any. During the Floating Rate Period, the Remarketable Notes shall accrue interest on the Dollar Price thereof at a rate per annum equal to the Floating Period Interest Rate, determined as set forth in the Supplement, with respect to each Floating Rate Reset Period, such interest to accrue from the first Reference Rate Reset Date to and excluding the Floating Period 5 Termination Date. The amount of interest to be paid for any Floating Rate Reset Period will be calculated by adding the daily interest amounts for each day in the Floating Rate Reset Period. If the first Remarketing Date is also the Floating Rate Remarketing Date, then from and including the subsequent Fixed Rate Remarketing Date, the rate of interest on the Remarketable Notes will be at the Interest Rate to Maturity. During the period prior to the first Remarketing Date and the period after the Fixed Rate Remarketing Date, interest shall be computed on the basis of a 360- day year of twelve 30-day months. Interest on the Remarketable Notes during the Floating Rate Period shall be computed on the basis of the actual number of days in each Floating Rate Reset Period over a 360-day year. If any interest, principal or other payment date of the Remarketable Notes (including any payment date in connection with a mandatory tender or mandatory redemption as described in Sections 106 and 107 of the Supplement) occurring during a period when the Remarketable Notes are accruing accrues interest at a fixed rate does not fall on a Business Day, a payment otherwise payable on that day will be made on the next succeeding Business Day. Such payment will have the same effect as if made on the originally scheduled payment date, and no interest will accrue for the period from and after such payment date. In the case of any such payment, interest at a floating rate of interest will accrue from such originally scheduled payment date to but excluding, and shall be payable on, the next succeeding Business Day (except in the case of an interest payment at Stated Maturity, in which case no interest will accrue from and after the Stated Maturity). If the Remarketing Dealer gives notice to the Company and the Trustee on the Notification Date, of its intention to purchase the Remarketable Notes for remarketing on the first Remarketing Date the Remarketable Notes shall be automatically tendered, or deemed tendered, to the Remarketing Dealer for purchase on such Remarketing Date, except as provided in certain circumstances described in Section 107 of the Supplement. The purchase price payable to the Holders of such tendered Remarketable Notes will be equal to 100% of the aggregate principal amount thereof on the first Remarketing Date. Upon the occurrence of a subsequent Remarketing Date, if any, the Remarketable Notes shall be automatically tendered, or deemed tendered, to the Remarketing Dealer for purchase on such Remarketing Date except as provided in certain circumstances described in Section 107 of the Supplement. The purchase price payable to the holders of such tendered Remarketable Notes will be the Dollar Price thereof on the Remarketing Date. The Company shall give notice to the Remarketing Dealer and the Trustee of any subsequent Remarketing Date at least five business days before such Remarketing Date. If the Remarketable Notes are tendered for remarketing, the Remarketing Dealer shall sell 100% of the aggregate principal amount of the Remarketable Notes at the Dollar Price to the Reference Corporate Dealer or the Reference Money Market Dealer, whichever is applicable, providing the lowest Bid. If two or more of the applicable Reference Dealers provide the lowest Bid, the Remarketing Dealer shall sell the Remarketable Notes to one or more of such Reference Dealers, as it determines in its sole discretion. The obligation of the Remarketing Dealer to 6 purchase the Remarketable Notes on the Remarketing Date is subject to the conditions set forth in the Remarketing Agreement. If for any reason the Remarketing Dealer does not purchase all of the Remarketing Notes on any Remarketing Date, the Company shall be required to redeem the Remarketable Notes in whole on the first Remarketing Date at a Redemption Price equal to 100% of the aggregate principal amount thereof, plus all accrued and unpaid interest, if any, to such Remarketing Date, or on any subsequent Remarketing Date at a Redemption Price equal to the Dollar Price, plus accrued and unpaid interest, if any, to any such subsequent Remarketing Date. The Company shall be required to redeem the Remarketable Notes from the Holders in whole on the applicable Remarketing Date at a Redemption Price equal to 100% of the aggregate principal amount of the Remarketable Notes, if such Remarketing Date is the first Remarketing Date, or the Dollar Price on any subsequent Remarketing Date, plus all accrued and unpaid interest, if any, to such Remarketing Date, in the event that (i) the Remarketing Dealer for any reason does not elect by notice to the Company and the Trustee not later than the Notification Date, to purchase the Remarketable Notes for remarketing on such Remarketing Date, (ii) prior to any Remarketing Date, the Remarketing Dealer resigns and no successor has been appointed on or before the related Determination Date, (iii) at any time after the Remarketing Dealer elects on the Notification Date to remarket such Remarketable Notes, the Remarketing Dealer elects to terminate the Remarketing Agreement in accordance with its terms, (iv) the Remarketing Dealer for any reason does not notify the Company of the Floating Period Interest Rate or of the Interest Rate to Maturity by 4:00 p.m., New York City time, on the applicable Determination Date, (v) the Remarketing Dealer for any reason does not deliver the purchase price of such Remarketable Notes to the Trustee on the Business Day immediately preceding such Remarketing Date or does not purchase all tendered Remarketable Notes on such Remarketing Date, or (vi) the Company for any reason fails to redeem the Remarketable Notes from the Remarketing Dealer following the Company's election to effect such redemption as set forth in subsection (2) of this Section 107 below. Notwithstanding Section 1104 of the Indenture, the Company shall notify the Trustee and the Depositary of the date on which any such redemption will occur at least 30 days prior thereto unless the events that cause the Company to be required to effect such redemption have not occurred at least five days before such date, in which case the Company shall provide the Trustee and the Depositary with as much notice of the Redemption Date as is reasonably practicable under the circumstances. The Company shall have the right to redeem the Remarketable Notes, in whole, from the Remarketing Dealer on any Remarketing Date in accordance with the procedures set forth below. If the Remarketing Dealer elects in connection with the first Remarketing Date, or is obligated, in connection with the subsequent Remarketing Date, if any, to remarket the Remarketable Notes, the Company shall, notwithstanding Section 1104 of the Indenture, notify the Remarketing Dealer and the Trustee, not later than 4:00 p.m. New York City time on the fourth Business Day immediately preceding any Remarketing Date, if the Company irrevocably elects to exercise its right to redeem the Remarketable Notes, in whole, from the Remarketing Dealer on such Remarketing Date. If the Company so elects to redeem the Remarketable Notes, the Company shall redeem the Remarketable Notes in whole on the first Remarketing Date or on the subsequent Remarketing Date at the Dollar Price, in each case, plus accrued and unpaid interest, if any, to such Remarketing Date. 7 After the Fixed Rate Remarketing Date, the Remarketable Notes are redeemable, in whole or in part, at any time, and at the option of the Company, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Remarketable Notes then Outstanding to be redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 15 basis points, as calculated by an Independent Investment Banker, plus accrued and unpaid interest thereon to the applicable Redemption Date. The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. The Company shall give the Trustee notice of the Redemption Price of any redemption pursuant to Section 107(3) of the Supplement promptly after the calculation thereof and the Trustee shall have no responsibility for any such calculation. In the event of the redemption of the Remarketable Notes is in part only, a new Remarketable Note or Notes for the unredeemed portion will be issued in the name or names of the Holders thereof upon surrender thereof. If an Event of Default with respect to Remarketable Notes shall occur and be continuing, the principal of the Remarketable Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Remarketable Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Remarketable Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Remarketable Notes at the time Outstanding, on behalf of the Holders of all Remarketable Notes to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Remarketable Note shall be conclusive and binding upon such Holder and upon all future Holders of this Remarketable Note and of any Remarketable Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Remarketable Note. As provided in and subject to the provisions of the Indenture, the Holder of this Remarketable Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Remarketable Notes, the Holders of not less than a majority in principal amount of the Remarketable Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Remarketable Notes at the time Outstanding a 8 direction inconsistent with such request, and shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Remarketable Note for the enforcement of any payment of principal hereof or premium, if any, or interest hereon on or after the respective due dates expressed or provided for herein. No reference herein to the Indenture and no provision of this Remarketable Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Remarketable Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Remarketable Note is registrable in the Security Register, upon surrender of this Remarketable Note for registration of transfer at the office or agency of the Company in any place where the principal of, premium, if any, and interest on this Remarketable Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Remarketable Notes and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Remarketable Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Remarketable Notes are exchangeable for a like aggregate principal amount of Remarketable Notes having the same Stated Maturity and of like tenor of any authorized denominations as requested by the Holder upon surrender of the Remarketable Note or Remarketable Notes to be exchanged at the office or agency of the Company. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Remarketable Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Remarketable Note is registered as the owner hereof for all purposes, whether or not this Remarketable Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Remarketable Note that are defined in the Indenture shall have the meaning assigned to them in the Indenture. 9 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with rights of survivorship and not as tenants in common UNIF GIFT MIN ACT -- ________________________________ Custodian for (Cust) ________________________________ (Minor) Under Uniform Gifts to Minors Act of ________________________________ (State) Additional abbreviations may also be used though not on the above list. ______________________________________________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto ____________________ (please insert Social Security or other identifying number of assignee). ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Remarketable Note and all rights thereunder, hereby irrevocably constituting and appointing ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ 10 ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ agent to transfer the Remarketable Note on the books of the Company, with full power of substitution in the premises. Dated: __________________ __, ____ - ------------------------------------------------------ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatever. 11 EXHIBIT B CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: ________________________________ Authorized Officer 12 EX-4.3 4 0004.txt FORM OF FLOATING RATE SUPPLEMENTAL INDENTURE Exhibit 4.3 [FORM OF FLOATING RATE REMARKETABLE NOTE SUPPLEMENTAL INDENTURE] DOMINION RESOURCES, INC. Company TO THE CHASE MANHATTAN BANK Trustee _________________________ Sixth Supplemental Indenture Dated as of September 1, 2000 _________________________ Floating Rate Series F Remarketable Notes Due 2012 TABLE OF CONTENTS/1/ ARTICLE I Floating Rate Series F Remarketable Notes Due 2012 SECTION 101. Establishment............................................ 1 SECTION 102. Definitions.............................................. 2 SECTION 103. Payment of Principal and Interest........................ 11 SECTION 104. Denominations............................................ 13 SECTION 105. Global Securities........................................ 13 SECTION 106. Mandatory Tender, Remarketing and Determination of Interest Rate....................... 14 SECTION 107. Redemption............................................... 16 SECTION 108. Additional Interest...................................... 18 SECTION 109. Paying Agent............................................. 18 SECTION 110. Limitation on Liens...................................... 18 SECTION 111. Original Issue Discount.................................. 20 ARTICLE II MISCELLANEOUS PROVISIONS SECTION 201. Recitals by Company...................................... 22 SECTION 202. Ratification and Incorporation of Original Indenture..... 22 SECTION 203. Executed in Counterparts................................. 22 SECTION 204. Assignment............................................... 22
THIS SIXTH SUPPLEMENTAL INDENTURE is made as of the first day of September, 2000, by and between DOMINION RESOURCES, INC., a Virginia corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia 23219 (the "Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as Trustee (herein called the "Trustee"). W I T N E S S E T H: WHEREAS, the Company has heretofore entered into a Senior Indenture, dated as of June 1, 2000 (the "Original Indenture"), a First Supplemental Indenture dated as of June 1, 2000, and a Second Supplemental Indenture and Third Supplemental Indenture dated as of July 1, 2000 and a Fourth Supplemental Indenture and Fifth Supplemental Indenture dated as of September 1, 2000, with the Trustee; WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as heretofore supplemented and as supplemented by this Sixth Supplemental Indenture dated as of the date hereof (the "Sixth Supplemental Indenture"), is herein called the "Indenture"; WHEREAS, under the Original Indenture, a new series of Securities may at any time be established in accordance with the provisions of the Original Indenture and the terms of such series may be described by a supplemental indenture executed by the Company and the Trustee; WHEREAS, the Company proposes to create under the Indenture a series of Securities; WHEREAS, additional Securities of other series hereafter established, except as may be limited in the Original Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Indenture as at the time supplemented and modified; and WHEREAS, all conditions necessary to authorize the execution and delivery of this Sixth Supplemental Indenture and to make it a valid and binding obligation of the Company have been done or performed. NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I FLOATING RATE SERIES F REMARKETABLE NOTES DUE 2012 SECTION 101. Establishment. There is hereby established a new series ------------- of Securities to be issued under the Indenture, to be designated as the Floating Rate Series F Remarketable Notes Due 2012 (the "Remarketable Notes"). There are to be initially authenticated and delivered $250,000,000 principal amount of Remarketable Notes. Additional Remarketable Notes without limitation as to amount, and without the consent of the Holders of the then Outstanding Remarketable Notes, may also be authenticated and delivered in the manner provided in Section 303 of the Original Indenture; provided, however, that no such additional Remarketable Notes may be authenticated and delivered until after the Fixed Rate Remarketing Date. Any such additional Remarketable Notes will have the same Stated Maturity and other terms as those initially issued. Further Remarketable Notes may be also authenticated and delivered as provided by Sections 304, 305, 306, 905 or 1107 of the Original Indenture. The Remarketable Notes shall be issued in definitive fully registered form without coupons, in substantially the form set out in Exhibit A hereto. The --------- entire initially issued principal amount of the Remarketable Notes shall initially be evidenced by one or more certificates issued to Cede & Co., as nominee for The Depository Trust Company. The form of the Trustee's Certificate of Authentication for the Remarketable Notes shall be in substantially the form set forth in Exhibit B --------- hereto. Each Remarketable Note shall be dated the date of authentication thereof. SECTION 102. Definitions. The following defined terms used herein shall, ----------- unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture. "Adjusted Treasury Rate" means, with respect to any Redemption Date: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities", for the maturity corresponding to the Post- Remarketing Comparable Treasury Issue (if no maturity is within three months before or after the remaining term of the Remarketable Notes, yields for the two published maturities most closely corresponding to the Post- Remarketing Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Post-Remarketing Comparable Treasury Issue, calculated using a price for the Post-Remarketing Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Post-Remarketing Comparable Treasury Price for such Redemption Date. "Applicable Spread" shall be the lowest Fixed Rate Bid, expressed as a spread (in the form of a percentage or in basis points) above the Base Rate for the Remarketable Notes, 2 obtained by the Remarketing Dealer by 3:30 p.m., New York City time, on the Fixed Rate Determination Date from the Fixed Rate Bids quoted to the Remarketing Dealer by up to five Reference Corporate Dealers. "Base Rate" means 5.72% per annum. "Bid" means a Fixed Rate Bid or a Floating Rate Bid, as the case may be. "Business Day" means any day other than a Saturday or Sunday or a day on which banking institutions in New York City or Richmond, Virginia are authorized or obligated by law or executive order to close. "Comparable Treasury Issue" means the U.S. Treasury Security selected by the Remarketing Dealer, as of the first Determination Date, as being the then current on-the-run ten-year U.S. Treasury Security (meaning the then most recently issued ten-year U.S. Treasury Security), unless, in the reasonable judgment of the Remarketing Dealer, the then on-the-run ten- year U.S. Treasury Security is not then being used as the "pricing bond" for comparable corporate issues, in which case the Comparable Treasury Issue will mean the "pricing bond" used at the time for comparable corporate issues or, if, in the reasonable judgment of the Remarketing Dealer, there is no such "pricing bond", then the Comparable Treasury Issue will mean the U.S. Treasury Security or Securities selected by the Remarketing Dealer as having an actual or interpolated maturity or maturities comparable to the remaining term of the Remarketable Notes. "Comparable Treasury Price" means, with respect to the first Remarketing Date: (1) the offer prices for the Comparable Treasury Issue (expressed in each case as a percentage of their principal amount) at 12:00 noon, New York City time, on the first Determination Date, as set forth on Telerate Page 500 (or such other page as may replace Telerate Page 500), or (2) if such page (or any successor page) is not displayed or does not contain such offer prices on such first Determination Date, (1) the average of up to five Reference Treasury Dealer Quotations for such Remarketing Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if fewer than five such Reference Treasury Dealer Quotations are obtained, the average of all such quotations. "Determination Date" means either the Fixed Rate Determination Date or the Floating Rate Spread Determination Date. "Dollar Price" means (1) the principal amount of the Remarketable Notes, plus, (2) the premium equal to the excess, if any, of (A) the present value, as of the first Remarketing Date, of the Remaining Scheduled Payments, discounted to such first Remarketing Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, over (B) the principal amount of the Remarketable Notes. 3 "Fixed Rate Bid" means an irrevocable offer to purchase the aggregate outstanding principal amount of the Remarketable Notes at the Dollar Price, but assuming: (1) a settlement date that is the Fixed Rate Remarketing Date, without accrued interest, (2) a maturity date that is the 10th anniversary of the Fixed Rate Remarketing Date, and (3) a stated annual interest rate equal to the Base Rate plus the spread bid by the Reference Corporate Dealer. "Fixed Rate Determination Date" means the third Business Day prior to the Fixed Rate Remarketing Date. "Fixed Rate Remarketing Date" means (a) the first Remarketing Date, assuming the Remarketing Dealer has elected to purchase the Remarketable Notes and the Company has not elected to exercise its Floating Period Option, or (b) the subsequent Remarketing Date on which the Remarketing Dealer is obligated to remarket the Remarketable Notes, in the event that the Company has elected to exercise its Floating Period Option (which date will also be the Floating Period Termination Date). "Floating Period Interest Rate" means the sum of the Reference Rate and the Floating Rate Spread. "Floating Period Notification Date" means the fourth Business Day immediately preceding the first Remarketing Date for the Remarketable Notes. "Floating Period Option" means the Company's right, on any date subsequent to the Remarketing Dealer's election to purchase the Remarketable Notes, but prior to the fourth Business Day immediately preceding the first Remarketing Date, to require the Remarketing Dealer to remarket the Remarketable Notes at the Floating Period Interest Rate. "Floating Period Termination Date" means a date during the Floating Rate Reset Period that would otherwise be the Reference Rate Reset Date following the date the Company elects to terminate the Floating Rate Period or the Reference Rate Reset Date that would otherwise occur in the month in which the first anniversary of the first Remarketing Date occurs, whichever is earlier. "Floating Period Termination Notification Date" means a date during the Floating Rate Reset Period on which the Company elects to terminate the Floating Rate Period which date shall be at least five Business Days prior to the Floating Period Termination Date. "Floating Rate Bid" means an irrevocable offer to purchase the aggregate outstanding 4 principal amount of the Remarketable Notes at the Dollar Price, but assuming: (1) a settlement date that is the Floating Rate Remarketing Date without accrued interest, (2) a maturity date equal to the Floating Period Termination Date, (3) a stated annual interest rate equal to the Reference Rate plus the Floating Rate Spread, (4) that such Remarketable Notes are callable for repurchase by the Remarketing Dealer at the Dollar Price on the Floating Period Termination Date, and (5) that the Company will redeem the Remarketable Notes at the Dollar Price on the Floating Period Termination Date if not previously repurchased by the Remarketing Dealer. "Floating Rate Period" means the period from (and including) the Floating Rate Remarketing Date to (but excluding) the Floating Period Termination Date. "Floating Rate Remarketing Date" means September 16, 2002 in the event that the Company has elected to exercise its Floating Period Option. "Floating Rate Reset Period" means the period from (and including) the first Reference Rate Reset Date to (but excluding) the next following Reference Rate Reset Date, and thereafter the period from (and including) a Reference Rate Reset Date to (but excluding) the next following Reference Rate Reset Date; provided that the final Floating Rate Reset Period during the Floating Rate Period will run to (but exclude) the Floating Period Termination Date. "Floating Rate Spread" shall be the lowest applicable Floating Rate Bid expressed as a spread (in the form of a percentage or in basis points) above the Reference Rate obtained by the Remarketing Dealer by 3:30 p.m., New York City time, on the third Business Day prior to the Floating Rate Remarketing Date, from the Floating Rate Bids quoted to the Remarketing Dealer by up to five Reference Money Market Dealers. "Floating Rate Spread Determination Date" means the third Business Day prior to the Floating Rate Remarketing Date. "Independent Investment Banker" means either Banc of America Securities LLC or Morgan Stanley & Co. Incorporated and their respective successors as selected by the Company, or if both of these firms are unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by the Company. "Initial Period" means the period from (and including) the Original Issue Date to (but excluding) the first LIBOR Rate Reset Date. 5 "Initial Rate" means ___% per annum. "Interest Payment Date" means the dates on which the Company shall be obligated to make interest payments on the Remarketable Notes, which dates shall be, as applicable: (1) during the period prior to and including the first Remarketing Date quarterly on March 15, June 15, September 15 and December 15, commencing on December 15 , 2000; provided however, that the Interest Payment Date occurring in September, 2002 shall be on September 16, 2002; and (2) during the period after the Fixed Rate Remarketing Date, if any, semi- annually on each day that is a six-month anniversary of such date; and (3) during the period after the Floating Rate Remarketing Date, if any, on each Reference Rate Reset Date commencing on the Reference Rate Reset Date following the first Reference Rate Reset Date and ending on the Floating Period Termination Date. "Interest Rate to Maturity" shall have the meaning set forth in Section 106(2)(i). "LIBOR Business Day" means a day that is a Business Day and a London Business Day. "LIBOR Interest Determination Date" shall mean the second LIBOR Business Day preceding each LIBOR Rate Reset Date. "LIBOR Rate Reset Date" means the 15th day of the months of March, June, September and December of each year commencing on December 15, 2000, until, but excluding, the first Remarketing Date, provided that there shall be no LIBOR Rate Reset Date in the month of September 2002. "Lien" means any mortgage, lien, pledge, security interest or other encumbrance of any kind. "London Business Day" means any day on which dealings in U.S. dollars are transacted in the London Inter-Bank Market. "Material Subsidiary" means a Subsidiary of the Company whose total assets (as determined in accordance with GAAP) represent at least 20% of the total assets of the Company on a consolidated basis; provided, however, that in no event shall Dominion Capital, Inc. be included as a Material Subsidiary. "Notification Date" means, with respect to the first Remarketing Date, a Business Day not earlier than 15 Business Days prior to the first Remarketing Date, and not later than 4:00 p.m., New York City time, on the tenth Business Day prior to the first Remarketing Date, on which the Remarketing Dealer notifies the Company and the Trustee as to whether it elects to purchase the Remarketable Notes on such Remarketing Date. 6 "Original Issue Date" means September 11, 2000. "Outstanding", when used with respect to the Remarketable Notes, means, as of the date of determination, all Remarketable Notes, theretofore authenticated and delivered under the Indenture, except: (1) Remarketable Notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (2) Remarketable Notes for whose payment at Maturity the necessary amount of money or money's worth has been theretofore deposited (other than pursuant to Section 402) with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Remarketable Notes. (3) Remarketable Notes with respect to which the Company has effected defeasance or covenant defeasance pursuant to Section 402 of the Original Indenture; and (4) Remarketable Notes that have been paid pursuant to Section 306 or in exchange for or in lieu of which other Remarketable Notes have been authenticated and delivered pursuant to the Indenture, other than any such Remarketable Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Remarketable Notes are held by a bona fide purchaser in whose hands such Remarketable Notes are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Remarketable Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Remarketable Notes for quorum purposes, Remarketable Notes owned by the Company or any other obligor upon the Remarketable Notes or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any such determination or relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Remarketable Notes which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Remarketable Notes so owned which shall have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee (A) the pledgee's right so to act with respect to such Remarketable Notes and (B) that the pledgee is not the Company or any other obligor upon the Remarketable Notes or an Affiliate of the Company or such other obligor. "Post-Remarketing Comparable Treasury Issue" means the U.S. Treasury Security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Remarketable Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Remarketable Notes or, if, in the 7 reasonable judgment of the Independent Investment Banker, there is no such security, then the Post-Remarketing Comparable Treasury Issue will mean the U.S. Treasury Security or Securities selected by an Independent Investment Banker as having an actual or interpolated maturity or maturities comparable to the remaining term of the Remarketable Notes. "Post-Remarketing Comparable Treasury Price" means (1) the average of five Post-Remarketing Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Post-Remarketing Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Post Remarketing Reference Treasury Dealer Quotations, the average of all such quotations. "Post-Remarketing Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Post-Remarketing Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. "Principal Property" means any plant or facility of the Company located in the United States that in the opinion of the Board of Directors or management of the Company is of material importance to the business conducted by the Company and its consolidated Subsidiaries taken as whole. "Reference Corporate Dealer" means each of up to five leading dealers of publicly traded debt securities, including the Company's debt securities, which shall be selected by the Company. The Company will advise the Remarketing Dealer of its selection of Reference Corporate Dealers no later than five Business Days prior to the Fixed Rate Remarketing Date. If either Banc of America Securities LLC or Morgan Stanley & Co. Incorporated is then acting as the Remarketing Dealer, or if either of such firms is acting as an underwriter for the Remarketable Notes, then it will be among the Reference Corporate Dealers the Company will select. "Reference Money Market Dealer" means each of up to five dealers of publicly traded debt securities, including the Company's debt securities, selected by the Company, who are also leading dealers in money market instruments. The Company will advise the Remarketing Dealer of its selection of Reference Money Market Dealers no later than five Business Days prior to the Floating Rate Remarketing Date. If either Banc of America Securities LLC or Morgan Stanley & Co. Incorporated is then acting as the Remarketing Dealer, or if either of such firms is acting as an underwriter for the Remarketable Notes, then it will be among the Reference Money Market Dealers the Company will select. "Reference Rate" means: (1) The rate for each Floating Rate Reset Period which will be the rate for deposits in U.S. Dollars for a period of one month which appears on Telerate Page 3750 (or any successor page) as of 11:00 a.m., London time, on the applicable 8 Reference Rate Determination Date. (2) If no rate appears on Telerate Page 3750 on the Reference Rate Determination Date, the Remarketing Dealer will request the principal London offices of four major reference banks in the London Inter-Bank Market to provide it with their offered quotations for deposits in U.S. Dollars for the period of one month, commencing on the first day of the Floating Rate Reset Period, to prime banks in the London Inter-Bank Market at approximately 11:00 a.m., London time, on the Reference Rate Determination Date and in a principal amount that is representative for a single transaction in U.S. Dollars in that market at that time. If at least two quotations are provided, then the Reference Rate will be the average of those quotations. If fewer than two quotations are provided, then the Reference Rate will be the average (rounded, if necessary, to the nearest one hundredth (0.01) of one percent) of the rates quoted at approximately 11:00 a.m., New York City time, on the Reference Rate Determination Date by three major banks in New York City selected by the Remarketing Dealer for loans in U.S. dollars to leading European banks, having a one-month maturity and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If the banks selected by the Remarketing Dealer are not providing quotations in the manner described by this paragraph, the rate for the Floating Rate Reset Period following the Reference Rate Determination Date will be the rate in effect on that Reference Rate Determination Date. "Reference Rate Determination Date" will be the second LIBOR Business Day preceding each Reference Rate Reset Date. "Reference Rate Reset Date" means the first Remarketing Date and the 15th day of each month thereafter until (but excluding) the Floating Period Termination Date. "Reference Treasury Dealer" means each of up to five Primary U.S. Government Securities dealers (each a "Primary Treasury Dealer") to be selected by the Company, and their respective successors; provided that if any of the foregoing ceases to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer. The Company will advise the Remarketing Dealer of its selection of Reference Treasury Dealers no later than five Business Days prior to the first Remarketing Date. If either Banc of America Securities LLC or Morgan Stanley & Co. Incorporated is then acting as the Remarketing Dealer, or if either of such firms is acting as an underwriter for the Remarketable Notes, then it will be among the Reference Treasury Dealers the Company will select. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer, the offer prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Remarketing Dealer by such Reference Treasury Dealer, by 3:30 p.m., New York City time, on the applicable Determination Date. "Regular Record Date" means, with respect to each Interest Payment Date, the close of 9 business on the 15th calendar day (whether or not a Business Day) preceding such Interest Payment Date. "Remaining Scheduled Payments" means, the remaining scheduled payments of the principal of and interest on Remarketable Notes, calculated at the Base Rate, that would be due after the first Remarketing Date, to and including the Stated Maturity; provided that if such first Remarketing Date is not an Interest Payment Date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to first Remarketing Date. "Remarketing Agreement" means the agreement between the Company and Banc of America Securities LLC, dated as of September 11, 2000, relating to the remarketing of the Remarketable Notes. "Remarketing Date(s)" means (i) September 16, 2002, or (ii) if the Remarketing Dealer has elected, in connection with the Remarketing Date occurring on September 16, 2002, to purchase the Remarketable Notes and the Company has elected to exercise its Floating Period Option, then the Remarketing Date also means the Floating Period Termination Date. "Remarketing Dealer" means Banc of America Securities LLC or any successor Remarketing Dealer under the Remarketing Agreement. "Reset Period" means the period from (and including) the first LIBOR Rate Reset Date to (but excluding) the next following LIBOR Rate Reset Date, and thereafter the period from (and including) a LIBOR Rate Reset Date to (but excluding) the next following LIBOR Rate Reset Date, with a final Reset Period from and including the LIBOR Rate Reset Date in June 2002 to (but excluding) the first Remarketing Date. "Stated Maturity" means September 16, 2012 or in the event the Company elects to exercise its Floating Period Option in accordance with Section 106(2)(ii), the tenth anniversary of the Fixed Rate Remarketing Date, but not later than September 16 , 2013. "Telerate Page 500" means the display designated as "Telerate page 500" on Dow Jones Markets (or such other page as may replace "Telerate page 500" on such service) or such other service displaying the offer prices, as may replace Dow Jones Markets. "Telerate Page 3750" means the display designated as "Telerate page 3750" on Dow Jones Markets (or such other page as may replace "Telerate page 3750" on such service) or such other service displaying the offer prices, as may replace Dow Jones Markets. "Three Month LIBOR Rate" shall mean the rate determined in accordance with the following provisions: (1) On the LIBOR Interest Determination Date, the Remarketing Dealer or its affiliate will determine the Three Month LIBOR Rate for the following Reset Period which shall be the rate for deposits in U.S. Dollars having a three-month maturity which appears on the Telerate Page 3750 as of 11:00 a.m., London time, on the LIBOR Interest 10 Determination Date. (2) If no rate appears on Telerate Page 3750 on the LIBOR Interest Determination Date, the Remarketing Dealer or its affiliate will request the principal London offices of four major reference banks in the London Inter-Bank Market, to provide it with their offered quotations for deposits in U.S. Dollars for the period of three months, commencing on the applicable LIBOR Rate Reset Date, to prime banks in the London Inter-Bank Market at approximately 11:00 a.m., London time, on that LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. Dollars in that market at that time. If at least two quotations are provided, then the Three Month LIBOR Rate for the following Reset Period will be the average of those quotations. If fewer than two quotations are provided, then the Three Month LIBOR Rate for the following Reset Period will be the average (rounded, if necessary, to the nearest one hundredth (0.01) of a percent) of the rates quoted at approximately 11:00 a.m., New York City time, on the LIBOR Interest Determination Date by three major banks in New York City selected by the Remarketing Dealer or its affiliate for loans in U.S. Dollars to leading European banks, having a three-month maturity and in a principal amount that is representative for a single transaction in U.S. Dollars in that market at that time. If the banks selected by the Remarketing Dealer or its affiliate are not providing quotations in the manner described by this paragraph, the rate for the Reset Period following the LIBOR Interest Determination Date will be the rate in effect on that LIBOR Interest Determination Date. "Treasury Rate" means, with respect to the first Remarketing Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Remarketing Date. SECTION 103. Payment of Principal and Interest. The principal of the --------------------------------- Remarketable Notes shall be due at Stated Maturity (unless earlier redeemed). The Company will pay interest on the Remarketable Notes at the rates described below on the Interest Payment Dates. Interest payments on the Remarketable Notes shall be in the amount of interest accrued from and including the next preceding Interest Payment Date (or from and including September 11, 2000, if no interest has been paid or duly provided with respect to the Remarketable Notes) to but excluding the relevant Interest Payment Date, Remarketing Date or Stated Maturity. Notwithstanding the foregoing, if the date of a Remarketable Note is after a Regular Record Date, as the case may be, and before the following Interest Payment Date, such Remarketable Note shall bear interest from such Interest Payment Date; provided that if the Company shall default in the payment of interest due on such Interest Payment Date, then such Remarketable Note shall bear interest from the immediately preceding Interest Payment Date to which interest on the Remarketable Notes has been paid or duly provided for, or, if no interest has been paid or duly provided for on the Remarketable Notes, from September 11, 2000. The per annum interest rate on the Remarketable Notes in effect for each day up to but excluding September 16, 2002 will be equal to the Three Month LIBOR Rate plus 65 basis points (0.65%) and shall be reset on each LIBOR Rate Reset Date. For the Initial Period such rate will be the Initial Rate. The interest rate in effect with respect to each Reset Period shall be the interest rate 11 determined for such period on the preceding LIBOR Interest Determination Date. The amount of the interest for each day that the Remarketable Notes are Outstanding during the Initial Period and any Reset Period will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount thereof. The total amount of interest to be paid for the Initial Period and any Reset Period will be calculated by adding the daily interest amounts for each day in the such period. By 4:00 p.m., New York City time, on each LIBOR Interest Determination Date, the Remarketing Dealer or its affiliate shall notify the Company and the Trustee by telephone, confirmed in writing (which may include facsimile or other electronic transmission) of the interest rate for the related Reset Period. The interest rate for the Remarketable Notes for each Reset Period announced by the Remarketing Dealer, absent manifest error, will be binding and conclusive upon the holders of the beneficial interests in such Remarketable Notes, the Company and the Trustee and the Trustee shall have no responsibility for the calculation thereof. From and including the first Remarketing Date, the rate of interest on the Remarketable Notes will be either the Interest Rate to Maturity (if the first Remarketing Date is also the Fixed Rate Remarketing Date) or the Floating Period Interest Rate based on the accrual method described below (if the first Remarketing Date is also the Floating Rate Remarketing Date). During the Floating Rate Period, the Remarketable Notes shall accrue interest on the Dollar Price thereof at a rate per annum equal to the Floating Period Interest Rate, determined as set forth herein, with respect to each Floating Rate Reset Period, such interest to accrue from the first Reference Rate Reset Date to and excluding the Floating Period Termination Date. The amount of interest to be paid for any Floating Rate Reset Period will be calculated by adding the daily interest amounts for each day in the Floating Rate Reset Period. If the first Remarketing Date is also the Floating Rate Remarketing Date, then from and including the subsequent Fixed Rate Remarketing Date, the rate of interest on the Remarketable Notes will be the Interest Rate to Maturity. During the period prior to the first Remarketing Date interest shall be computed on the basis of the actual number of days in the Initial Period or each such Reset Period over a 360-day year. During the period after the Fixed Rate Remarketing Date, interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Remarketable Notes during the Floating Rate Period shall be computed on the basis of the actual number of days in each Floating Rate Reset Period over a 360-day year. If any interest, principal or other payment date of the Remarketable Notes (including any payment date in connection with a mandatory tender or mandatory redemption as described in Sections 106 and 107 below), occurring during a period when the Remarketable Notes are accruing interest at a fixed rate, does not fall on a Business Day, a payment otherwise payable on that day will be made on the next succeeding Business Day. Such payment will have the same effect as if made on the originally scheduled payment date, and no interest will accrue for the period from and after such payment date. In the case of any such payment occurring during a period when the Remarketable Notes are accruing interest at a floating rate, interest will accrue from such originally scheduled payment date to but excluding, and shall be payable on, the next succeeding Business 12 Day (except in the case of an interest payment at Stated Maturity, in which case no interest will accrue on and after the Stated Maturity). Interest on the Remarketable Notes payable on any Interest Payment Date shall, except as otherwise provided in the Indenture, be payable to the Persons in whose names the Remarketable Notes are registered on the Regular Record Date for such Interest Payment Date; provided, that interest shall be paid by mailing a check therefor to or upon the written order of the Person entitled thereto at such Person's last address as it appears on the Security Register or, upon application to the Trustee by a Holder of $1,000,000 or more in aggregate principal amount of the Remarketable Notes at least five Business Days prior to the applicable Interest Payment Date, by wire transfer of immediately available funds to an account maintained by such Person with a bank or other financial institution located in the United States. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Persons in whose names the Remarketable Notes are registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee (in accordance with Section 307 of the Original Indenture), notice whereof shall be given to the Holders of the Remarketable Notes not less than ten days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Remarketable Notes may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture. SECTION 104. Denominations. The Remarketable Notes may be issued in ------------- denominations of $1,000, or any integral multiple thereof. SECTION 105. Global Securities. The Remarketable Notes will be ----------------- issued initially in the form of one or more Global Securities registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Remarketable Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Remarketable Notes in definitive form. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Remarketable Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Remarketable Notes registered in the names of Persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within 90 days of receipt by 13 the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within 90 days after it becomes aware of such cessation, or (ii) the Company in its sole discretion determines that such Global Security shall be so exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Remarketable Notes registered in such names as the Depositary shall direct. SECTION 106. Mandatory Tender, Remarketing and Determination of -------------------------------------------------- Interest Rate. The Remarketing Dealer's obligations set forth herein shall be - ------------- performed pursuant to the Remarketing Agreement. (1) Mandatory Tender. If the Remarketing Dealer gives notice to the Company and the Trustee on the Notification Date of its intention to purchase the Remarketable Notes for remarketing on the first Remarketing Date, the Remarketable Notes shall be automatically tendered, or deemed tendered, to the Remarketing Dealer for purchase on such Remarketing Date except as provided in certain circumstances described in Section 107. The purchase price payable to the Holders of such tendered Remarketable Notes will be equal to 100% of the aggregate principal amount thereof on the first Remarketing Date. Upon the occurrence of a subsequent Remarketing Date, if any, the Remarketable Notes shall be automatically tendered, or deemed tendered, to the Remarketing Dealer for purchase on such Remarketing Date except as provided in certain circumstances described in Section 107. The purchase price payable to the Holders of such tendered Remarketable Notes will be the Dollar Price thereof on such Remarketing Date. The Company shall give notice to the Remarketing Dealer and the Trustee of any subsequent Remarketing Date at least five Business Days before such Remarketing Date. If the Remarketable Notes are tendered or deemed tendered for remarketing, the Remarketing Dealer shall sell 100% of the aggregate principal amount of the Remarketable Notes at the Dollar Price to the Reference Corporate Dealer or the Reference Money Market Dealer, whichever is applicable, providing the lowest Bid. If two or more of the applicable Reference Dealers provide the lowest Bid, the Remarketing Dealer shall sell the Remarketable Notes to one or more of such Reference Dealers, as it determines in its sole discretion. The obligation of the Remarketing Dealer to purchase the Remarketable Notes on the Remarketing Date is subject to the conditions set forth in the Remarketing Agreement. If for any reason the Remarketing Dealer does not purchase all of the Remarketable Notes on any Remarketing Date, the Company shall be required to redeem the Remarketable Notes in whole in accordance with Section 107(1) on the first Remarketing Date at a Redemption Price equal to 100% of the aggregate principal amount thereof, plus all accrued and unpaid interest, if any, to such Remarketing Date, or on any subsequent Remarketing Date at a Redemption Price equal to the Dollar Price, plus accrued and unpaid interest, if any, to any such subsequent Remarketing Date. 14 (2) Remarketing. The interest rates on the Remarketable Notes for periods beginning on the Remarketing Dates, if any, shall be established in accordance with the following procedures: (i) Determination of Interest Rate To Maturity, Floating Rate Spread, and Dollar Price. If the Remarketing Dealer elects to purchase the Remarketable Notes in connection with the first Remarketing Date, then by 3:30 p.m., New York City time, on the Floating Rate Spread Determination Date or the Fixed Rate Determination Date in connection with the first Remarketing Date, depending on the following election, the Remarketing Dealer will determine the Floating Rate Spread in the case that the Company has elected the Floating Period Option, or otherwise the Interest Rate to Maturity to the nearest one hundredth (0.01) of one percent per annum unless the Company has elected to redeem pursuant to Section 107(2), or is required to redeem pursuant to Section 107(1), the Remarketable Notes. If there is a subsequent Remarketing Date, then by 3:30 p.m. New York City time, on the related Fixed Rate Determination Date, the Remarketing Dealer will determine the Interest Rate to Maturity to the nearest one hundredth (0.01) of one percent per annum unless the Company elects or is required to redeem the Remarketable Notes as stated above. The Interest Rate to Maturity shall be equal to the sum of the Base Rate and the Applicable Spread. On the Floating Rate Spread Determination Date and the Fixed Rate Determination Date with respect to the first Remarketing Date, the Remarketing Dealer will determine the Dollar Price. The Interest Rate to Maturity and the Dollar Price for the Remarketable Notes announced by the Remarketing Dealer, absent manifest error, shall be binding and conclusive upon the holders of beneficial interests in the Remarketable Notes, the Company and the Trustee, and the Trustee shall have no responsibility for the calculation thereof. (ii) Floating Rate Period. Following the Remarketing Dealer's election to purchase the Remarketable Notes, but prior to the Floating Period Notification Date, the Company may elect to exercise its Floating Period Option. If the Company makes such election, the Remarketable Notes will bear interest at the Floating Period Interest Rate until such the Floating Period Termination Date. In the event that the Company elects to exercise its Floating Period Option, the maturity of the Remarketable Notes will be extended to the tenth anniversary of the Fixed Rate Remarketing Date, but not later than September 16, 2013. 15 The interest rate in effect with respect to each Floating Rate Reset Period shall be the Floating Period Interest Rate determined for such period on the preceding Reference Rate Determination Date. The Floating Period Interest Rate for the Remarketable Notes announced by the Remarketing Dealer, absent manifest error, will be binding and conclusive upon the holders of beneficial interests in such Remarketable Notes, the Company and the Trustee and the Trustee shall have no responsibility for the calculation thereof. (iii) Notifications. Subject to the Remarketing Dealer's election to remarket the Remarketable Notes at the first Remarketing Date and to the Company's election not to exercise its Floating Period Option and in connection with the subsequent Remarketing Date, the Remarketing Dealer shall notify the Company and the Trustee by telephone, confirmed in writing (which may include facsimile or other electronic transmission), by 4:00 p.m., New York City time, on the Fixed Rate Determination Date of the Interest Rate to Maturity of the Remarketable Notes effective from and including the Fixed Rate Remarketing Date. Promptly after the determination thereof, the Remarketing Dealer shall notify the Company and the Trustee of the Dollar Price. The Company shall notify the Remarketing Dealer and the Trustee of its election to exercise its Floating Period Option prior to the Floating Period Notification Date. Following receipt of such notification the Remarketing Dealer shall notify the Company and the Trustee by telephone, confirmed in writing (which may include facsimile or other electronic transmission), by 4:00 p.m., New York City time, on each Reference Rate Determination Date of the interest rate with respect to each Floating Rate Reset Period. On or before the Floating Period Termination Notification Date the Company shall notify the Remarketing Dealer and the Trustee of its election to terminate the Floating Rate Period. (iv) Determination of Interest Rates in Special Circumstances If the Remarketing Dealer elects or is obligated to purchase the Remarketable Notes at any Remarketing Date and thereafter certain events described in the Remarketing Agreement occur, the Remarketing Dealer will have the right to terminate the Remarketing Agreement or terminate its obligation to purchase the Remarketable Notes, or, until 3:30 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date, to elect to purchase the Remarketable Notes for remarketing and determine a new Floating Period Interest Rate or Interest Rate to Maturity in the manner provided in Section 106(2)(i), except that for purposes of determining the new Floating Period Interest Rate or Interest Rate to Maturity pursuant to this Section 106(2)(iv), the Determination Date referred to therein and in the definitions contained therein shall be the date of such election and redetermination. The Remarketing Dealer shall notify the Company and the Trustee by telephone, confirmed in writing (which may include facsimile or other electronic transmission) by 4:00 p.m., New York City time, on the date of such election and redetermination, of the new Floating Period Interest Rate or Interest Rate to Maturity, as the case may be, of the Remarketable Notes. Thereupon, such new Floating Period Interest Rate or Interest Rate to Maturity shall supersede and replace any Floating Period Interest Rate or Interest Rate to Maturity previously determined by the Remarketing Dealer and, absent manifest error, shall be binding and conclusive upon the holders of beneficial interest in the Remarketable Notes on and after such Remarketing Date, the Company and the Trustee and the Trustee shall have no responsibility for the calculation thereof. SECTION 107. Redemption. ----------- (1) Mandatory Redemption. The Company shall be required to redeem the Remarketable Notes, in whole, from the Holders on the applicable Remarketing Date at a Redemption Price equal to 100% of the aggregate principal amount of the Remarketable Notes, if such Remarketing Date is the first Remarketing Date, or the Dollar Price on any subsequent Remarketing Date, plus all accrued and unpaid interest, if any, to such Remarketing Date, in the event that (i) the Remarketing Dealer for any reason does not elect by notice to the Company and the Trustee not later than the Notification Date, to purchase the Remarketable Notes for remarketing on such Remarketing Date, (ii) prior to any Remarketing Date, the Remarketing Dealer resigns and no successor has been appointed on or before the related Determination Date, (iii) at any time after the Remarketing Dealer elects on the Notification Date to remarket such Remarketable Notes, the Remarketing Dealer elects to terminate the Remarketing Agreement in accordance with its terms, (iv) the Remarketing 16 Dealer for any reason does not notify the Company of the Floating Period Interest Rate or of the Interest Rate to Maturity by 4:00 p.m., New York City time, on the applicable Determination Date, (v) the Remarketing Dealer for any reason does not deliver the purchase price of such Remarketable Notes to the Trustee on such Remarketing Date or does not purchase all tendered Remarketable Notes on such Remarketing Date, or (vi) the Company for any reason fails to redeem the Remarketable Notes from the Remarketing Dealer following the Company's election to effect such redemption as set forth in subsection (2) of this Section 107 below. Notwithstanding Section 1104 of the Original Indenture, the Company shall notify the Trustee and the Depositary of the date on which any such redemption will occur at least 30 days prior thereto unless the events that cause the Company to be required to effect such redemption have not occurred at least five days before such date, in which case the Company shall provide the Trustee and the Depositary with as much notice of the Redemption Date as is reasonably practicable under the circumstances. No other notice of such redemption shall be required. (2) Optional Redemption. The Company shall have the right to redeem the Remarketable Notes, in whole, from the Remarketing Dealer on any Remarketing Date in accordance with the procedures set forth below. If the Remarketing Dealer elects in connection with the first Remarketing Date, or is obligated in connection with the subsequent Remarketing Date, if any, to remarket the Remarketable Notes, the Company shall, notwithstanding Section 1104 of the Original Indenture, notify the Remarketing Dealer and the Trustee, not later than 4:00 p.m. New York City time on the fourth Business Day immediately preceding any Remarketing Date, if the Company irrevocably elects to exercise its right to redeem the Remarketable Notes, in whole, from the Remarketing Dealer on such Remarketing Date. No other notice of such redemption shall be required. If the Company so elects to redeem the Remarketable Notes, the Company shall redeem the Remarketable Notes in whole on the first Remarketing Date or on the subsequent Remarketing Date at the Dollar Price, in each case, plus accrued and unpaid interest, if any, to such Remarketing Date. (3) Post-Remarketing Optional Redemption After the Fixed Rate Remarketing Date, the Remarketable Notes are redeemable, in whole or in part, at any time, and at the option of the Company, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Remarketable Notes then Outstanding to be redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 15 basis points, as calculated by an Independent Investment Banker, plus accrued and unpaid interest thereon to the applicable Redemption Date. The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. The Company shall give the Trustee notice of the 17 Redemption Price of any redemption pursuant to this Section 107(3) promptly after the calculation thereof and the Trustee shall have no responsibility for any such calculation. In the event of the redemption of the Remarketable Notes is in part only, a new Remarketable Note or Notes for the unredeemed portion will be issued in the name or names of the Holders thereof upon surrender thereof. Notice of any redemption pursuant to this Section 107(3) shall be given as provided in Section 1104 of the Original Indenture. SECTION 108. Additional Interest. Interest on overdue principal and (to ------------------- the extent permitted by applicable law) on overdue installments of interest shall accrue at the then applicable interest rate on the Remarketable Notes. SECTION 109. Paying Agent. The Trustee shall initially serve as Paying ------------ Agent with respect to the Remarketable Notes, with the Place of Payment initially being the Corporate Trust Office of the Trustee. SECTION 110. Limitation on Liens. The Company will not, while any of the ------------------- Remarketable Notes remain Outstanding, create, or suffer to be created or to exist, any Lien upon any Principal Property of the Company or upon any shares of stock of any Material Subsidiary of the Company, whether such Principal Property is, or shares of stock are, now owned or hereafter acquired, to secure any indebtedness for borrowed money of the Company, unless it shall make effective provision whereby the Remarketable Notes then Outstanding shall be secured by such Lien equally and ratably with any and all indebtedness for borrowed money thereby secured so long as any such indebtedness shall be so secured; provided, however, that nothing in this Section shall be construed to prevent the Company from creating, or from suffering to be created or to exist, any Liens, or any agreements, with respect to: (1) purchase money mortgages, or other purchase money liens, pledges, security interests or encumbrances of any kind upon property hereafter acquired by the Company, or Liens of any kind existing on any property or any shares of stock at the time of the acquisition thereof (including Liens which exist on any property or any shares of stock of a Person which is consolidated with or merged with or into the Company or which transfers or leases all or substantially all of its properties to the Company), or conditional sales agreements or other title retention agreements and leases in the nature of title retention agreements with respect to any property hereafter acquired; provided, however, that no such Lien shall extend to or cover any other property of the Company; (2) Liens upon any property of the Company or any shares of stock of any Material Subsidiary of the Company existing as of the date of the initial issuance of the Remarketable Notes or upon the shares of stock of any corporation, which Liens existed at the time such corporation became a Material Subsidiary of the Company; liens for taxes or assessments or other governmental charges or levies; pledges to secure other governmental charges or levies; pledges or deposits to 18 secure obligations under worker's compensation laws, unemployment insurance and other social security legislation, including liens of judgments thereunder which are not currently dischargeable; pledges or deposits to secure performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases to which the Company is a party; pledges or deposits to secure public or statutory obligations of the Company; builders', materialmen's, mechanics', carriers', warehousemen's, workers', repairmen's, operators', landlords' or other like liens in the ordinary course of business, or deposits to obtain the release of such liens; pledges or deposits to secure, or in lieu of, surety, stay, appeal, indemnity, customs, performance or return-of-money bonds; other pledges or deposits for similar purposes in the ordinary course of business; liens created by or resulting from any litigation or proceeding which at the time is being contested in good faith by appropriate proceedings; liens incurred in connection with the issuance of bankers' acceptances and lines of credit, bankers' liens or rights of offset and any security given in the ordinary course of business to banks or others to secure any indebtedness payable on demand or maturing within 12 months of the date that such indebtedness is originally incurred; liens incurred in connection with repurchase, swap or other similar agreements (including, without limitation, commodity price, currency exchange and interest rate protection agreements); leases made, or existing on property acquired, in the ordinary course of business; liens securing industrial revenue or pollution control bonds; liens, pledges, security interests or other encumbrances on any property arising in connection with any defeasance, covenant defeasance or in-substance defeasance of indebtedness of the Company, including the Remarketable Notes; liens created in connection with, and created to secure, a non-recourse obligation; zoning restrictions, easements, licenses, rights-of-way, restrictions on the use of property or minor irregularities in title thereto, which do not, in the opinion of the Company, materially impair the use of such property in the operation of the business of the Company or the value of such property for the purpose of such business; (3) Liens in favor of the United States, any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such mortgages, including, without limitation, mortgages to secure indebtedness of the pollution control or industrial revenue bond type; (4) indebtedness which may be issued by the Company in connection with a consolidation or merger of the Company or any Material Subsidiary of the Company with or into any other Person (which may be an Affiliate of the Company or any Material Subsidiary of the Company) in exchange for or otherwise in substitution for secured indebtedness of such Person ("Third Party Debt") which by its terms (i) is secured by a mortgage on all or a portion of the property of such Person, (ii) prohibits secured indebtedness from being incurred by such Person, unless the Third Party Debt shall be secured equally and ratably 19 with such secured indebtedness or (iii) prohibits secured indebtedness from being incurred by such Person; (5) indebtedness of any Person which is required to be assumed by the Company in connection with a consolidation or merger of such Person, with respect to which any property of the Company is subjected to a Lien; (6) Liens of any kind upon any property acquired, constructed, developed or improved by the Company (whether alone or in association with others) after the date of the initial issuance of the Remarketable Notes which are created prior to, at the time of, or within 18 months after such acquisition (or in the case of property constructed, developed or improved, after the completion of such construction, development or improvement and commencement of full commercial operation of such property, whichever is later) to secure or provide for the payment of any part of the purchase price or cost thereof; provided that in the case of such construction, development or improvement the Liens shall not apply to any property theretofore owned by the Company other than theretofore unimproved real property; (7) Liens in favor of the Company, one or more Material Subsidiaries of the Company, one or more wholly-owned Subsidiaries of the Company or any of the foregoing in combination; (8) the replacement, extension or renewal (or successive replacements, extensions or renewals), as a whole or in part, of any Lien, or of any agreement, referred to above in clauses (1) through (7) inclusive, or the replacement, extension or renewal (not exceeding the principal amount of indebtedness secured thereby together with any premium, interest, fee or expense payable in connection with any such replacement, extension or renewal) of the indebtedness secured thereby; provided that such replacement, extension or renewal is limited to all or a part of the same property that secured the Lien replaced, extended or renewed (plus improvements thereon or additions or accessions thereto); or (9) any other Lien not excepted by the foregoing clauses (1) through (8); provided that immediately after the creation or assumption of such Lien, the aggregate principal amount of indebtedness for borrowed money of the Company secured by all Liens created or assumed under the provisions of this clause (9) shall not exceed an amount equal to 10% of the common shareholders' equity of the Company, as shown on its consolidated balance sheet for the accounting period occurring immediately prior to the creation or assumption of such Lien. This Section 110 has been included in this Sixth Supplemental Indenture expressly and solely for the benefit of the Remarketable Notes and shall be subject to covenant defeasance pursuant to Section 402(3) of the Original Indenture. SECTION 111. Original Issue Discount. ----------------------- 20 If the original issue discount rules are applicable, the Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on the Remarketable Notes as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. 21 ARTICLE II MISCELLANEOUS PROVISIONS SECTION 201. Recitals by Company. The recitals in this Sixth Supplemental ------------------- Indenture are made by the Company only and not by the Trustee, and all of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Remarketable Notes and of this Sixth Supplemental Indenture as fully and with like effect as if set forth herein in full. SECTION 202. Ratification and Incorporation of Original Indenture. As ---------------------------------------------------- supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Sixth Supplemental Indenture shall be read, taken and construed as one and the same instrument. SECTION 203. Executed in Counterparts. This Sixth Supplemental Indenture ------------------------ may be executed in several counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. SECTION 204. Assignment. The Company shall have the right at all times to ---------- assign any of its rights or obligations under the Indenture with respect to the Remarketable Notes to a direct or indirect wholly-owned subsidiary of the Company; provided that, in the event of any such assignment, the Company shall remain primarily liable for the performance of all such obligations. The Indenture may also be assigned by the Company in connection with a transaction described in Article Eight of the Original Indenture. 22 IN WITNESS WHEREOF, each party hereto has caused this instrument to be signed in its name and behalf by its duly authorized officer, all as of the day and year first above written. DOMINION RESOURCES, INC. By:________________________________ Name:______________________________ Title:_____________________________ THE CHASE MANHATTAN BANK, as Trustee By:_________________________________ Name:_______________________________ Title:______________________________ 23 EXHIBIT A FORM OF Floating Rate Series F Remarketable Notes Due 2012 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.] OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO [CEDE & CO.], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, [CEDE & CO.,] HAS AN INTEREST HEREIN.]** [THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]** ========================== DOMINION RESOURCES, INC. ========================== Floating Rate Series F Remarketable Note Due 2012 No. ___ CUSIP No. 257469AB2 ORIGINAL ISSUE DATE: September 11, 2000 INTEREST RATE TO REMARKETING DATE: Three Month LIBOR plus 65 basis points ________________________________ ** Insert in Global Securities REMARKETING DATE September 16 , 2002 INTEREST RATE TO MATURITY: See Further Provisions set forth herein MATURITY DATE: September 16, 2012, Subject To Extension as set forth herein ISSUE PRICE: ____% INTEREST PAYMENT DATES: March 15, June 15, September 15, and December 15 commencing December 15, 2000 through the first Remarketing Date and thereafter, as set forth herein Dominion Resources, Inc., a corporation duly organized and existing under the laws of the State of Virginia (hereinafter referred to as the "Company"), for value received hereby promises to pay to [Cede & Co.]** or registered assigns the principal sum of _______ Dollars ($______) at the Company's office or agency for the purpose initially at the Corporate Trust Office of The Chase Manhattan Bank, as Trustee (the "Trustee") on September 16, 2012 (unless and to the extent earlier redeemed or repaid prior to such maturity date), or at such other maturity date determined in accordance with the terms hereof, in such coin or currency of the United States of America as the time of payment shall be legal tender for the payment of public and private debts, and to pay interest quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing December 15, 2000, to the Remarketing Date specified above, on the principal sum in like coin or currency at the Interest Rate to Remarketing Date specified above provided that the September 2002 Interest Payment Date shall be September 16, 2002, and thereafter, subject to the terms and conditions set forth herein, at the interest rates determined in accordance with the procedures referred to on the reverse hereof and on the Interest Payment Dates referred to on the reverse hereof, at the aforesaid office or agency from the most recent Interest Payment Date to which interest on the Securities has been paid or duly provided for, unless the date hereof is a date to which interest on the Securities has been paid or duly provided for, in which case from the date of this Security, or unless no interest has been paid or duly provided for on the Securities, in such case from September 11, 2000. Notwithstanding the foregoing, if the date hereof is after a Regular Record Date and before the following Interest Payment Date, this Security shall bear interest from such Interest Payment Date; provided that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Security shall bear interest from the immediately preceding Interest Payment Date to which interest on the Securities has been paid or duly provided for, or, if no interest has been paid or duly provided for on the Securities, from September 11, 2000. The interest so payable on any Interest Payment Date will, except as otherwise provided in the Indenture (as defined on the reverse hereof), be paid to the Person in whose name this _____________________ **Insert in Global Securities. 2 Security is registered at the close of business on the fifteenth calendar day (whether or not a Business Day) immediately preceding such Interest Payment Date; provided, that interest shall be paid by mailing a check therefor to or upon the written order of the Person entitled thereto at such Person's last address as it appears on the Security Register or, upon written application to the Trustee by a Holder of $1,000,000 or more in aggregate principal amount of the Securities of this series at least five Business Days prior to the applicable Interest Payment Date, by wire transfer of immediately available funds to an account maintained by such Person with a bank or other financial institution located in the United States. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Persons in whose names the Securities of this series are registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee (in accordance with Section 307 of the Indenture), notice whereof shall be given to the Holders of the Securities of this series not less than ten days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Securities of this series may be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture. Interest on this Security shall be computed on the basis of a 360-day year and the actual number of days in the Initial Period and in each Reset Period from the date of original issuance to the first Remarketing Date and then, subject to the Remarketing Dealer's election to remarket and the Company's election to exercise its Floating Period Option, interest on this Security shall be computed on the basis of the actual number of days in each Floating Rate Reset Period over a 360-day year until the Fixed Rate Remarketing Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months from the Fixed Rate Remarketing Date to the Stated Maturity. Interest on overdue principal and (to the extent permitted by applicable law) on overdue installments of interest shall accrue at the then applicable interest rate of this Security. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 3 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Dated: Dominion Resources, Inc. By: _______________________________ Name: _________________________ Title: ________________________ 4 REVERSE OF REMARKETABLE NOTE DOMINION RESOURCES, INC. Floating Rate Series F Remarketable Note Due 2012 This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of June 1, 2000, as supplemented by a First Supplemental Indenture dated as of June 1, 2000, a Second Supplemental Indenture dated as of July 1, 2000, a Third Supplemental Indenture dated as of July 1, 2000, a Fourth Supplemental Indenture dated as of September 1, 2000, a Fifth Supplemental Indenture dated as of September 1, 2000 and a Sixth Supplemental Indenture dated as of September 1, 2000 (the "Supplement"), (collectively as amended or supplemented from time to time, herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company and The Chase Manhattan Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof (the "Remarketable Notes") which is unlimited in aggregate principal amount. Certain provisions relating to the remarketing of the Securities set forth below are contained in a Remarketing Agreement (the "Remarketing Agreement") between the Issuer and Banc of America Securities LLC, as Remarketing Dealer (the "Remarketing Dealer"). Interest Payments on the Remarketable Notes shall be in the amount of interest accrued from and including the next preceding Interest Payment Date (or from and including September 11, 2000 if no interest has been paid or duly provided with respect to the Remarketable Notes) to but excluding the relevant Interest Payment Date, Remarketing Date or Stated Maturity, as the case may be. The rate of interest on the Remarketable Notes for the period from September 11, 2000 to but excluding September 16, 2002, which is the first Remarketing Date, will be a floating rate of Three Month LIBOR plus 65 basis points. From and including the first Remarketing Date, the rate of interest on the Remarketable Notes will be either the Interest Rate to Maturity (if the first Remarketing Date is also the Fixed Rate Remarketing Date) or the Floating Period Interest Rate based on the accrual method described below (if the first Remarketing Date is also the Floating Rate Remarketing Date), if any. During the Floating Rate Period, the Remarketable Notes shall accrue interest on the Dollar Price thereof at a rate per annum equal to the Floating Period Interest Rate, determined as set forth in the Supplement, with respect to each Floating Rate Reset Period, such interest to accrue from the first Reference Rate Reset Date to and excluding the Floating Period 5 Termination Date. The amount of interest to be paid for any Floating Rate Reset Period will be calculated by adding the daily interest amounts for each day in the Floating Rate Reset Period. If the first Remarketing Date is also the Floating Rate Remarketing Date, then from and including the subsequent Fixed Rate Remarketing Date, the rate of interest on the Remarketable Notes will be at the Interest Rate to Maturity. During the period prior to the first Remarketing Date interest will be computed on the basis of the actual number of days in the Initial Period or each Reset Period over a 360-day year. During the period after the Fixed Rate Remarketing Date, interest shall be computed on the basis of a 360-day year of twelve 30-day months. Interest on the Remarketable Notes during the Floating Rate Period shall be computed on the basis of the actual number of days in each Floating Rate Reset Period over a 360-day year. If any interest, principal or other payment date of the Remarketable Notes (including any payment date in connection with a mandatory tender or mandatory redemption as described in Sections 106 and 107 of the Supplement) occurring during a period when the Remarketable Notes are accruing accrues interest at a fixed rate does not fall on a Business Day, a payment otherwise payable on that day will be made on the next succeeding Business Day. Such payment will have the same effect as if made on the originally scheduled payment date, and no interest will accrue for the period from and after such payment date. In the case of any such payment, interest at a floating rate of interest will accrue from such originally scheduled payment date to but excluding, and shall be payable on, the next succeeding Business Day (except in the case of an interest payment at Stated Maturity, in which case no interest will accrue from and after the Stated Maturity). If the Remarketing Dealer gives notice to the Company and the Trustee on the Notification Date of its intention to purchase the Remarketable Notes for remarketing on the first Remarketing Date, the Remarketable Notes shall be automatically tendered, or deemed tendered, to the Remarketing Dealer for purchase on such Remarketing Date, except as provided in certain circumstances described in Section 107 of the Supplement. The purchase price payable to the Holders of such tendered Remarketable Notes will be equal to 100% of the aggregate principal amount thereof on the first Remarketing Date. Upon the occurrence of a subsequent Remarketing Date, if any, the Remarketable Notes shall be automatically tendered, or deemed tendered, to the Remarketing Dealer for purchase on such Remarketing Date except as provided in certain circumstances described in Section 107 of the Supplement. The purchase price payable to the holders of such tendered Remarketable Notes will be the Dollar Price thereof on the Remarketing Date. The Company shall give notice to the Remarketing Dealer and the Trustee of any subsequent Remarketing Date at least five business days before such Remarketing Date. If the Remarketable Notes are tendered for remarketing, the Remarketing Dealer shall sell 100% of the aggregate principal amount of the Remarketable Notes at the Dollar Price to the Reference Corporate Dealer or the Reference Money Market Dealer, whichever is applicable, providing the lowest Bid. If two or more of the applicable Reference Dealers provide the lowest 6 Bid, the Remarketing Dealer shall sell the Remarketable Notes to one or more of such Reference Dealers, as it determines in its sole discretion. The obligation of the Remarketing Dealer to purchase the Remarketable Notes on the Remarketing Date is subject to the conditions set forth in the Remarketing Agreement. If for any reason the Remarketing Dealer does not purchase all of the Remarketing Notes on any Remarketing Date, the Company shall be required to redeem the Remarketable Notes in whole on the first Remarketing Date at a Redemption Price equal to 100% of the aggregate principal amount thereof, plus all accrued and unpaid interest, if any, to such Remarketing Date, or on any subsequent Remarketing Date at a Redemption Price equal to the Dollar Price, plus accrued and unpaid interest, if any, to any such subsequent Remarketing Date. The Company shall be required to redeem the Remarketable Notes from the Holders in whole on the applicable Remarketing Date at a Redemption Price equal to 100% of the aggregate principal amount of the Remarketable Notes, if such Remarketing Date is the first Remarketing Date, or the Dollar Price on any subsequent Remarketing Date, plus all accrued and unpaid interest, if any, to such Remarketing Date, in the event that (i) the Remarketing Dealer for any reason does not elect by notice to the Company and the Trustee not later than the Notification Date, to purchase the Remarketable Notes for remarketing on such Remarketing Date, (ii) prior to any Remarketing Date, the Remarketing Dealer resigns and no successor has been appointed on or before the related Determination Date, (iii) at any time after the Remarketing Dealer elects on the Notification Date to remarket such Remarketable Notes, the Remarketing Dealer elects to terminate the Remarketing Agreement in accordance with its terms, (iv) the Remarketing Dealer for any reason does not notify the Company of the Floating Period Interest Rate or of the Interest Rate to Maturity by 4:00 p.m., New York City time, on the applicable Determination Date, (v) the Remarketing Dealer for any reason does not deliver the purchase price of such Remarketable Notes to the Trustee on the Business Day immediately preceding such Remarketing Date or does not purchase all tendered Remarketable Notes on such Remarketing Date, or (vi) the Company for any reason fails to redeem the Remarketable Notes from the Remarketing Dealer following the Company's election to effect such redemption as set forth in subsection (2) of this Section 107 below. Notwithstanding Section 1104 of the Indenture, the Company shall notify the Trustee and the Depositary of the date on which any such redemption will occur at least 30 days prior thereto unless the events that cause the Company to be required to effect such redemption have not occurred at least five days before such date, in which case the Company shall provide the Trustee and the Depositary with as much notice of the Redemption Date as is reasonably practicable under the circumstances. No other notice of such redemption shall be required. The Company shall have the right to redeem the Remarketable Notes, in whole, from the Remarketing Dealer on any Remarketing Date in accordance with the procedures set forth below. If the Remarketing Dealer elects in connection with the first Remarketing Date, or is obligated, in connection with the subsequent Remarketing Date, if any, to remarket the Remarketable Notes, the Company shall, notwithstanding Section 1104 of the Indenture, notify the Remarketing Dealer and the Trustee, not later than 4:00 p.m. New York City time on the fourth Business Day immediately preceding any Remarketing Date, if the Company irrevocably elects to exercise its right to redeem the Remarketable Notes, in whole, from the Remarketing Dealer on such Remarketing Date. If the Company so elects to redeem the Remarketable Notes, the 7 Company shall redeem the Remarketable Notes in whole on the first Remarketing Date or on the subsequent Remarketing Date at the Dollar Price, in each case, plus accrued and unpaid interest, if any, to such Remarketing Date. After the Fixed Rate Remarketing Date, the Remarketable Notes are redeemable, in whole or in part, at any time, and at the option of the Company, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Remarketable Notes then Outstanding to be redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 15 basis points, as calculated by an Independent Investment Banker, plus accrued and unpaid interest thereon to the applicable Redemption Date. The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. The Company shall give the Trustee notice of the Redemption Price of any redemption pursuant to Section 107(3) of the Supplement promptly after the calculation thereof and the Trustee shall have no responsibility for any such calculation. In the event of the redemption of the Remarketable Notes is in part only, a new Remarketable Note or Notes for the unredeemed portion will be issued in the name or names of the Holders thereof upon surrender thereof. If an Event of Default with respect to Remarketable Notes shall occur and be continuing, the principal of the Remarketable Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Remarketable Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Remarketable Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Remarketable Notes at the time Outstanding, on behalf of the Holders of all Remarketable Notes to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Remarketable Note shall be conclusive and binding upon such Holder and upon all future Holders of this Remarketable Note and of any Remarketable Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Remarketable Note. As provided in and subject to the provisions of the Indenture, the Holder of this Remarketable Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Remarketable Notes, the Holders of not less than a majority in principal amount of the Remarketable Notes at the time Outstanding shall have made written 8 request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Remarketable Notes at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Remarketable Note for the enforcement of any payment of principal hereof or premium, if any, or interest hereon on or after the respective due dates expressed or provided for herein. No reference herein to the Indenture and no provision of this Remarketable Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Remarketable Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Remarketable Note is registrable in the Security Register, upon surrender of this Remarketable Note for registration of transfer at the office or agency of the Company in any place where the principal of, premium, if any, and interest on this Remarketable Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Remarketable Notes and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Remarketable Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Remarketable Notes are exchangeable for a like aggregate principal amount of Remarketable Notes having the same Stated Maturity and of like tenor of any authorized denominations as requested by the Holder upon surrender of the Remarketable Note or Remarketable Notes to be exchanged at the office or agency of the Company. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Remarketable Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Remarketable Note is registered as the owner hereof for all purposes, whether or not this Remarketable Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Remarketable Note that are defined in the Indenture shall have the meaning assigned to them in the Indenture. 9 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with rights of survivorship and not as tenants in common UNIF GIFT MIN ACT -- ________________________________ Custodian for (Cust) ________________________________ (Minor) Under Uniform Gifts to Minors Act of ________________________________ (State) Additional abbreviations may also be used though not on the above list. ______________________________________________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto ____________________ (please insert Social Security or other identifying number of assignee). __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Remarketable Note and all rights thereunder, hereby irrevocably constituting and appointing __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ 10 __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ agent to transfer the Remarketable Note on the books of the Company, with full power of substitution in the premises. Dated: __________________ __, ____ - ------------------------------------------------------ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatever. 11 EXHIBIT B CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: ____________________________ Authorized Officer 12 EX-8 5 0005.txt TAX OPINION Exhibit 8 [McGUIREWOODS LLP LETTERHEAD APPEARS HERE] September 6, 2000 Dominion Resources, Inc. 120 Tredegar Street Richmond, Virginia 23219 Ladies and Gentlemen: We have been requested, as your special tax counsel, to render federal tax advice in connection with the (i) Registration Statement on Form S-3 (File No. 333-93187) (the "Registration Statement") filed by Dominion Resources, Inc. (the "Company") with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act"), the Company's Senior Debt Securities, Junior Subordinated Debentures, Trust Preferred Securities and Related Guarantee, Common Stock, Preferred Stock, Stock Purchase Contracts and Stock Purchase Units, from the sale of which the Company may receive proceeds of up to $4,500,000,000, to be offered from time to time by the Company on terms to be determined at the time of the offering and (ii) the issuance by the Company of up to $700,000,000 aggregate principal amount of the Company's 7.40% Series D Remarketable Notes due 2012, 7.82% Series E Remarketable Notes due 2014 and Floating Rate Series F Remarketable Notes due 2012 (collectively, the "Remarketable Notes") as described in the Company's Prospectus, dated January 6, 2000 (the "Prospectus"), which is a part of the Registration Statement, and Prospectus Supplement, dated September 6, 2000 (the "Prospectus Supplement"). Capitalized terms used and not defined herein shall have the meanings assigned to them in the Prospectus Supplement. We have reviewed the discussion set forth in the Prospectus Supplement under the heading "Certain United States Federal Income Tax Considerations" and hereby advise you that, we are of the opinion that under current United States federal income tax law, although such discussion does not purport to discuss all possible United States federal income tax consequences of the Remarketable Notes, such discussion constitutes an accurate summary of the matters discussed therein in all material respects. We hereby consent to the filing of this opinion as an exhibit to the Company's Current Report on Form 8-K and the incorporation of this opinion by reference in the Registration Statement and to references to us under the heading "Legal Opinions" in the Prospectus Supplement and under the heading "Legal Opinions" in the Prospectus. We do not admit by giving this consent that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /s/ McGuireWoods LLP -----END PRIVACY-ENHANCED MESSAGE-----