S-3

As Filed with the Securities and Exchange Commission on July 3, 2003

File No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

DOMINION RESOURCES, INC. (Exact name of registrant as specified in its charter) VIRGINIA (State or other jurisdiction of incorporation or organization) 54-1229715 (I.R.S. Employer Identification No.)

DOMINION RESOURCES CAPITAL TRUST IV (Exact name of registrant as specified in its Trust Agreement) DELAWARE (State or other jurisdiction of incorporation or organization) 54-6485418 (I.R.S. Employer Identification No.)

120 TREDEGAR STREET

RICHMOND, VIRGINIA 23219

(804) 819-2000

(Address including zip code, and telephone number, including area code, of registrants’ principal executive offices)

PATRICIA A. WILKERSON, VICE PRESIDENT AND CORPORATE SECRETARY

JAMES P. CARNEY, ASSISTANT TREASURER

KAREN W. DOGGETT, ASSISTANT CORPORATE SECRETARY

DOMINION RESOURCES, INC.

120 TREDEGAR STREET, RICHMOND, VIRGINIA 23219

(804) 819-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

JAMES F. STUTTS DOMINION RESOURCES, INC. 120 TREDEGAR STREET RICHMOND, VIRGINIA 23219 D. MICHAEL JONES MCGUIREWOODS LLP ONE JAMES CENTER RICHMOND, VIRGINIA 23219-4030

Approximate date of commencement of proposed sale to the public: From time to time after effectiveness

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

CALCULATION OF REGISTRATION FEE (1)

Title of each Class of Securities to be Registered	Amount To be Registered		Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price		Amount of Registration Fee (6)
Senior Debt Securities
Junior Subordinated Debentures
Trust Preferred Securities, Related Guarantee and Agreement as to Expenses and Liabilities(3)
Common Stock (without par value)(4)
Preferred Stock
Stock Purchase Contracts
Stock Purchase Units(5)
TOTAL	$	3,000,000,000		$	3,000,000,000	$	128,862

(1) Estimated in accordance with Rule 457 solely for the purpose of calculating the registration fee. Such amount in U.S. dollars or the equivalent thereof in other currencies, as shall result in an aggregate offering price for all securities of $3,000,000,000.

(2) Omitted pursuant to General Instruction II.D. of Form S-3.

(3) No separate consideration will be received for the Guarantee by Dominion Resources, Inc. or the Agreement as to Expenses and Liabilities.

(4) Includes an indeterminate number of shares of Common Stock to be issued by Dominion Resources, Inc. upon settlement of the Stock Purchase Contracts.

(5) Each Stock Purchase Unit of Dominion Resources, Inc. consists of (a) a Stock Purchase Contract, under which the holder, upon settlement, will purchase an indeterminate number of shares of Common Stock of Dominion Resources, Inc. and (b) either a beneficial interest in Senior Debt Securities, Trust Preferred Securities, Preferred Stock or debt obligations of third parties, including U.S. Treasury securities or obligations of subsidiaries of the Registrant, purchased with the proceeds from the sale of the Stock Purchase Units. Each beneficial interest will be pledged to secure the obligation of such holder to purchase such shares of Common Stock. No separate consideration will be received for the Stock Purchase Contracts or the related beneficial interests.

(6) In accordance with Rule 457(p) of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended the filing fee has been reduced by offsetting the following prior fees against the total filing fee due for this Registration Statement: (1) $100,683 in fees associated with securities not exchanged in connection with Registration Statement No. 333-75699 filed by the Registrant on April 5, 1999 and amended on May 21, 1999; (2) $6,089 in fees associated with securities not exchanged in connection with Registration Statement No. 333-69702 filed by the Registrant on September 20, 2001 and (3) $7,066 in fees associated with unsold securities registered pursuant to Registration Statement No. 333-95567 filed by the Registrant on January 28, 2000.

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and has not been declared effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

Subject to Completion

Dated July 3, 2003

PROSPECTUS

DOMINION RESOURCES, INC.

120 Tredegar Street

Richmond, Virginia 23219

(804) 819-2000

$3,000,000,000

Senior Debt Securities

Junior Subordinated Debentures

Trust Preferred Securities, Related Guarantee and Agreement

as to Expenses and Liabilities

Common Stock

Preferred Stock

Stock Purchase Contracts

Stock Purchase Units

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

This prospectus is dated July     , 2003.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission utilizing a shelf registration process. Under this shelf process, we may, from time to time, sell either separately or in units any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $3,000,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. Material United States federal income tax considerations applicable to the offered securities will also be discussed in the applicable prospectus supplement as necessary. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading WHERE YOU CAN FIND MORE INFORMATION. When we use the terms “we”, “our” or the “Company” in this prospectus, we are referring to Dominion Resources, Inc. and not Dominion Resources Capital Trust IV.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. You may also read and copy these documents at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities:

• Annual Report on Form 10-K for the year ended December 31, 2002, which should be read along with our Current Report on Form 8-K filed May 9, 2003 providing certain financial information that has been reformatted to reflect the transfer of our electric transmission operations to the Dominion Energy segment from the Dominion Delivery segment effective January 1, 2003;

• Quarterly Report on Form 10-Q for the quarter ended March 31, 2003;

• Current Reports on Form 8-K, filed January 23, 2003, February 11, 2003, March 4, 2003, May 9, 2003 and May 21, 2003; and

Ÿ the description of our common stock contained in Form 8-B (Item 4) dated April 29, 1983.

You may request a copy of these filings at no cost, by writing or telephoning us at: Corporate Secretary, Dominion Resources, Inc., 120 Tredegar Street, Richmond, Virginia 23219, (804) 819-2000.

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You should rely only on the information contained in this prospectus or to which this prospectus refers you. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus may only be used where it is legal to sell these securities. The information which appears in this prospectus and which is incorporated by reference in this prospectus may only be accurate as of the date of this prospectus or the date of the document in which incorporated information appears. Our business, financial condition, results of operations and prospects may have changed since that date.

DOMINION

Dominion is a fully integrated gas and electric energy holding company headquartered in Richmond, Virginia. As of March 31, 2003, we had approximately $42.3 billion in assets.

Our primary operating segments are:

Dominion Energy—Dominion Energy manages our 24,000 megawatt portfolio of electric power generation assets, our 7,900 miles of gas transmission pipeline, our 6,000 miles of electric transmission lines and an approximately 960 billion cubic foot natural gas storage network. It also guides our generation growth strategy and our commodity trading, marketing and risk management activities. We currently operate generation facilities in Connecticut, Indiana, Illinois, North Carolina, Ohio, Pennsylvania, Virginia and West Virginia. Dominion Energy also manages our Cove Point, Maryland liquefied natural gas facility.

Dominion Delivery—Dominion Delivery manages our local electric and gas distribution systems serving 3.8 million customers and our customer service operations. We currently operate distribution systems in Virginia, West Virginia, North Carolina, Pennsylvania and Ohio. Dominion Delivery also includes our managing equity interest in Dominion Fiber Ventures, LLC, which owns Dominion Telecom, with its 16,900 route-mile fiber optic network (including 6,700 route miles of lit fiber) and related telecommunications and advanced data services located principally in the eastern half of the United States.

Dominion Exploration & Production—Dominion Exploration & Production manages our onshore and offshore oil and gas exploration and production activities. With approximately 6.1 trillion cubic feet of proved natural gas equivalent reserves and 450 billion cubic feet of annual production, Dominion Exploration & Production is one of the nation’s largest independent oil and gas operators. We operate on the outer continental shelf and deep water areas of the Gulf of Mexico, western Canada, the Appalachian Basin, the Permian Basin, the Mid-Continent Region and other selected regions in the continental United States.

Principal Subsidiaries

Dominion’s principal legal subsidiaries include Virginia Electric and Power Company (Dominion Virginia Power), a regulated public utility engaged in the generation, transmission, distribution and sale of electric energy in Virginia and northeastern North Carolina, Consolidated Natural Gas Company (CNG), a producer, transporter, distributor and retail marketer of natural gas serving customers in Pennsylvania, Ohio, West Virginia, New

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York and various cities in the Northeast and Mid-Atlantic and Dominion Energy, Inc., an independent power and natural gas subsidiary.

Dominion’s address and telephone number are 120 Tredegar Street, Richmond, Virginia 23219, telephone (804) 819-2100.

For additional information about Dominion, see WHERE YOU CAN FIND MORE INFORMATION on page 2.

THE TRUST

Dominion Resources Capital Trust IV is a statutory trust formed under Delaware law by us, as sponsor for the Trust, and Chase Manhattan Bank USA, National Association, who will serve as trustee in the State of Delaware for the purpose of complying with the provisions of the Delaware Statutory Trust Act. The trust agreement for the Trust will be amended and restated substantially in the form filed as an exhibit to the registration statement, effective when securities of the Trust are initially issued. The amended trust agreement will be qualified as an indenture under the Trust Indenture Act of 1939.

The Trust exists for the exclusive purposes of

• issuing two classes of trust securities, Trust Preferred Securities and trust common securities, which together represent undivided beneficial interests in the assets of the Trust;

• investing the gross proceeds of the trust securities in a series of our Junior Subordinated Debentures;

• making distributions; and

• engaging in only those other activities necessary, advisable or incidental to the purposes listed above.

The Junior Subordinated Debentures will be the sole assets of the Trust, and our payments under the Junior Subordinated Debentures issued to the Trust and the Agreement as to Expenses and Liabilities will be the sole revenue of the Trust.

No separate financial statements of the Trust are included in this prospectus. We believe that these financial statements would not be material to holders of the Trust Preferred Securities because the Trust has no independent operations and the purpose of the Trust is as described above. The Trust is not required to file annual, quarterly or special reports with the SEC.

The principal place of business of the Trust will be c/o Dominion Resources, Inc., 120 Tredegar Street, Richmond, VA 23219.

USE OF PROCEEDS

The net proceeds from the sale of the securities offered by this prospectus will be to finance capital expenditures and future acquisitions and to retire or redeem debt securities issued by us as authorized by the SEC under the Public Utility Holding Company Act of 1935 and for other general corporate purposes.

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RATIO OF EARNINGS TO FIXED CHARGES

For purposes of this ratio, earnings are determined by adding distributed income of equity investees and fixed charges (excluding interest capitalized) to income before income taxes and minority interest after eliminating the equity in earnings or losses of equity investees. These earnings are then divided by total fixed charges. Fixed charges consist of interest charges (without reduction for Allowance for Funds Used During Construction) on long-term and short-term debt, interest capitalized, the portion of rental expense that is representative of the interest factor and preferred stock dividends of consolidated subsidiaries (grossed-up by a factor of pre-tax net income divided by net income).

The ratio of earnings to fixed charges for each of the periods indicated is as follows:

Twelve Months Ended March 31, 20031	Twelve Months Ended December 31,
	2002	20012	20003	1999	1998
2.90	2.82	1.82	1.56	2.35	2.28

¹ Earnings for the twelve months ended March 31, 2003 include a $30 million write-down of Dominion Capital, Inc. assets, $21 million for severance costs related to workforce reductions and $84 million related to the cost of refinancings and impairments at Dominion Fiber Ventures, LLC. Excluding these items from the calculation would result in a higher ratio of earnings to fixed charges for the twelve months ended March 31, 2003.

² Earnings for the twelve months ended December 31, 2001 include $220 million related to the cost of the buyout of power purchase contracts and non-utility generating plants previously serving the company under long-term contracts, a $40 million loss associated with the divestiture of Saxon Capital Inc., a $281 million write-down of Dominion Capital, Inc. assets, $151 million associated with Dominion’s estimated Enron-related exposure, and $105 million associated with a senior management restructuring initiative and related costs. Excluding these items from the calculation above would result in a higher ratio of earnings to fixed charges for the twelve months ended December 31, 2001.

³ Earnings for the twelve months ended December 31, 2000 include $579 million in restructuring and other acquisition-related costs resulting from the CNG acquisition and a write-down at Dominion Capital, Inc. Excluding these items from the calculation above would result in a higher ratio of earnings to fixed charges for the twelve months ended December 31, 2000.

DESCRIPTION OF DEBT  SECURITIES

The term Debt Securities includes the Senior Debt Securities and the Junior Subordinated Debentures. We will issue the Senior Debt Securities in one or more series under our Senior Indenture dated as of June 1, 2000 between us and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank) as Trustee, as supplemented from time to time. We will issue the Junior Subordinated Debentures in one or more series under our Junior Subordinated Indenture dated as of December 1, 1997 between us and JPMorgan Chase Bank as Trustee, as supplemented from time to time. The indenture related to the Junior Subordinated Debentures is called the Subordinated Indenture in this prospectus, and together, the Senior Indenture and the Subordinated Indenture are called Indentures. We have summarized selected provisions of the Indentures below. The Senior Indenture and the Subordinated Indenture have been filed as exhibits to the registration statement and you should read the Indentures for provisions that may be important to you. In the summary below, we have included references to section numbers of the Indentures so that you can easily locate these provisions. Capitalized terms used in the summary have the meanings specified in the Indentures.

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General

The Senior Debt Securities will be our direct, unsecured obligations and will rank equally with all of our other senior and unsubordinated debt. The Junior Subordinated Debentures will be our unsecured obligations and are junior in right of payment to our Senior Indebtedness, as described under the caption ADDITIONAL TERMS OF THE JUNIOR SUBORDINATED DEBENTURES—SUBORDINATION.

Because we are a holding company that conducts all of our operations through our subsidiaries, our ability to meet our obligations under the Debt Securities is dependent on the earnings and cash flows of those subsidiaries and the ability of those subsidiaries to pay dividends or to advance or repay funds to us. Holders of Debt Securities will generally have a junior position to claims of creditors of our subsidiaries, including trade creditors, debtholders, secured creditors, taxing authorities, guarantee holders and any preferred stockholders. As of March 31, 2003, Dominion Virginia Power had approximately 2.59 million issued and outstanding shares of preferred stock. In addition to trade debt, all of our operating subsidiaries have ongoing corporate debt programs used to finance their business activities. As of March 31, 2003, our subsidiaries had approximately $8.7 billion of outstanding long-term debt (including securities due within one year).

Neither of the Indentures limits the amount of Debt Securities that we may issue under it. We may issue Debt Securities from time to time under the Indentures in one or more series by entering into supplemental indentures or by our Board of Directors or duly authorized officers authorizing the issuance. A form of supplemental indenture  to each of the Indentures is an exhibit to the registration statement.

The Indentures do not protect the holders of Debt Securities if we engage in a highly leveraged transaction.

Provisions of a Particular Series

The Debt Securities of a series need not be issued at the same time, bear interest at the same rate or mature on the same date. Unless otherwise provided in the terms of a series, a series may be reopened, without notice to or consent of any holder of outstanding Debt Securities, for issuances of additional Debt Securities of that series. The prospectus supplement for a particular series of Debt Securities will specify the terms of that series, including, if applicable, some or all of the following:

• the title and type of the Debt Securities;

• the total principal amount of the Debt Securities;

• the portion of the principal payable upon acceleration of maturity, if other than the entire principal;

• the date or dates on which principal is payable or the method for determining the date or dates, and any right that we have to change the date on which principal is payable;

• the interest rate or rates, if any, or the method for determining the rate or rates, and the date or dates from which interest will accrue;

• any interest payment dates and the regular record date for the interest payable on each interest payment date, if any;

• any payments due if the maturity of the Debt Securities is accelerated;

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• any optional redemption terms, or, with respect to the Senior Debt Securities, any repayment terms;

• any provisions that would obligate us to repurchase or otherwise redeem the Debt Securities, or, with respect to the Senior Debt Securities, any sinking fund provisions;

• the currency in which payments will be made if other than U.S. dollars, and the manner of determining the equivalent of those amounts in U.S. dollars;

• if payments may be made, at our election or at the holder’s election, in a currency other than that in which the Debt Securities are stated to be payable, then the currency in which those payments may be made, the terms and conditions of the election and the manner of determining those amounts;

• any index or formula used for determining principal, interest or premium, if any;

• the percentage of the principal amount at which the Debt Securities will be issued, if other than 100% of the principal amount;

• whether the Debt Securities will be issued in fully registered certificated form or book-entry form, represented by certificates deposited with, or on behalf of, a securities depositary and registered in the name of the depositary’s nominee (Book-Entry Debt Securities);

• denominations, if other than $1,000 each or multiples of $1,000;

• any changes to events of defaults or covenants; and

• any other terms of the Debt Securities. (Sections 201 & 301 of the Senior Indenture & Sections 2.1 & 2.3 of the Subordinated Indenture.)

The prospectus supplement will also indicate any special tax implications of the Debt Securities and any provisions granting special rights to holders when a specified event occurs.

Conversion or Redemption

No Debt Security will be subject to conversion, amortization or redemption, unless otherwise provided in the applicable prospectus supplement. Any provisions relating to the conversion or redemption of Debt Securities will be set forth in the applicable prospectus supplement, including whether conversion is mandatory or at our option. If no redemption date or redemption price is indicated with respect to a Debt Security, we may not redeem the Debt Security prior to its stated maturity. Debt Securities subject to redemption by us will be subject to the following terms:

• redeemable on and after the applicable redemption dates;

• redemption dates and redemption prices fixed at the time of sale and set forth on the Debt Security; and

• redeemable in whole or in part (provided that any remaining principal amount of the Debt Security will be equal to an authorized denomination) at our option at the applicable redemption price, together with interest, payable to the date of redemption, on notice given not more than 60 nor less than 20 days prior to the date of redemption. (Section 1104 of the Senior Indenture & Section 3.2 of the Subordinated Indenture.)

We will not be required to:

• issue, register the transfer of, or exchange any Debt Securities of a series during the period beginning 15 days before the date the notice is mailed identifying the Debt

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Securities of that series that have been selected for redemption; or

• register the transfer of, or exchange any Debt Security of that series selected for redemption except the unredeemed portion of a Debt Security being partially redeemed. (Section 305 of the Senior Indenture & Section 2.5 of the Subordinated Indenture.)

Payment and Transfer; Paying Agent

The paying agent will pay the principal of any Debt Securities only if those Debt Securities are surrendered to it. Unless we state otherwise in the applicable prospectus supplement, the paying agent will pay principal, interest and premium, if any, on Debt Securities, subject to such surrender, where applicable, at its office or, at our option:

• by wire transfer to an account at a banking institution in the United States that is designated in writing to the Trustee prior to the deadline set forth in the applicable prospectus supplement by the person entitled to that payment (which in the case of Book-Entry Debt Securities is the securities depositary or its nominee); or

• by check mailed to the address of the person entitled to that interest as that address appears in the security register for those Debt Securities. (Sections 307 & 1001 of the Senior Indenture & Section 4.1 of the Subordinated Indenture.)

Neither we nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Debt Security, or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. We expect that the securities depositary, upon receipt of any payment of principal, interest or premium, if any, in a Book-Entry Debt Security, will credit immediately the accounts of the related participants with payment in amounts proportionate to their respective holdings in principal amount of beneficial interest in the Book-Entry Debt Security as shown on the records of the securities depositary. We also expect that payments by participants to owners of beneficial interests in a Book-Entry Debt Security will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name” and will be the responsibility of the participants.

Unless we state otherwise in the applicable prospectus supplement, the Trustee will act as paying agent for the Debt Securities, and the principal corporate trust office of the Trustee will be the office through which the paying agent acts. We may, however, change or add paying agents or approve a change in the office through which a paying agent acts. (Section 1002 of the Senior Indenture & Section 4.4 of the Subordinated Indenture.)

Any money that we have paid to a paying agent for principal or interest on any Debt Securities which remains unclaimed at the end of two years after that principal or interest has become due will be repaid to us at our request. After any repayment, holders should look only to us for those payments. (Section 1003 of the Senior Indenture & Section 12.4 of the Subordinated Indenture.)

Fully registered securities may be transferred or exchanged at the corporate trust office of the Trustee or at any other office or agency we maintain for those

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purposes, without the payment of any service charge except for any tax or governmental charge. (Section 1002 of the Senior Indenture & Section 2.5 of the Subordinated Indenture.)

Global Securities

We may issue some or all of the Debt Securities as Book-Entry Debt Securities. Book-Entry Debt Securities will be represented by one or more fully registered global certificates. Book-Entry Debt Securities of like tenor and terms up to $500,000,000 aggregate principal amount may be represented by a single global certificate. Each global certificate will be deposited and registered with the securities depositary or its nominee or a custodian for the securities depositary. Unless it is exchanged in whole or in part for Debt Securities in definitive form, a global certificate may generally be transferred only as a whole unless it is being transferred to certain nominees of the depositary. (Section 305 of the Senior Indenture & Section 2.5 of the Subordinated Indenture.)

Unless otherwise stated in any prospectus supplement, The Depository Trust Company will act as the securities depositary. Beneficial interests in global certificates will be shown on, and transfers of global certificates will be effected only through, records maintained by the securities depositary and its participants. If there are any additional or differing terms of the depositary arrangement with respect to the Book-Entry Debt Securities, we will describe them in the applicable prospectus supplement.

Holders of beneficial interests in Book-Entry Debt Securities represented by a global certificate are referred to as beneficial owners. Beneficial owners will be limited to institutions having accounts with the securities depositary or its nominee, which are called participants in this discussion, and to persons that hold beneficial interests through participants. When a global certificate representing Book-Entry Debt Securities is issued, the securities depositary will credit on its book-entry, registration and transfer system the principal amounts of Book-Entry Debt Securities the global certificate represents to the accounts of its participants. Ownership of beneficial interests in a global certificate will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by:

• the securities depositary, with respect to participants’ interests; and

• any participant, with respect to interests the participant holds on behalf of other persons.

As long as the securities depositary or its nominee is the registered holder of a global certificate representing Book-Entry Debt Securities, that person will be considered the sole owner and holder of the global certificate and the Book-Entry Debt Securities it represents for all purposes. Except in limited circumstances, beneficial owners:

• may not have the global certificate or any Book-Entry Debt Securities it represents registered in their names;

• may not receive or be entitled to receive physical delivery of certificated Book-Entry Debt Securities in exchange for the global certificate; and

• will not be considered the owners or holders of the global certificate or any Book-Entry Debt Securities it represents for any purposes under the Debt

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Securities or the Indentures. (Section 2.2 of the Subordinated Indenture.)

We will make all payments of principal, interest and premium, if any, on a Book-Entry Debt Security to the securities depositary or its nominee as the holder of the global certificate. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in definitive form. These laws may impair the ability to transfer beneficial interests in a global certificate.

Payments participants make to beneficial owners holding interests through those participants will be the responsibility of those participants. The securities depositary may from time to time adopt various policies and procedures governing payments, transfers, exchanges and other matters relating to beneficial interests in a global certificate. None of the following will have any responsibility or liability for any aspect of the securities depositary’s or any participant’s records relating to beneficial interests in a global certificate representing Book-Entry Debt Securities, for payments made on account of those beneficial interests or for maintaining, supervising or reviewing any records relating to those beneficial interests:

• Dominion;

• the Trustee;

• the Trust (only with respect to the Junior Subordinated Debentures if the Junior Subordinated Debentures are issued to a Trust); or

• any agent of any of the above.

Covenants

Under the Indentures we will:

• pay the principal, interest and premium, if any, on the Debt Securities when due;

• maintain a place of payment;

• deliver an officer’s certificate to the Trustee at the end of each fiscal year confirming our compliance with our obligations under each of the Indentures; and

• deposit sufficient funds with any paying agent on or before the due date for any principal, interest or premium, if any. (Sections 1001, 1002, 1003 & 1006 of the Senior Indenture & Sections 4.1, 4.2, 4.4 & 4.6 of the Subordinated Indenture.)

Consolidation, Merger or Sale

The Indentures provide that we may consolidate or merge with or into, or sell all or substantially all of our properties and assets to, another corporation or other entity, provided that any successor assumes our obligations under the Indentures and the Debt Securities issued under the Indentures. We must also deliver an opinion of counsel to the Trustee affirming our compliance with all conditions in the applicable Indenture relating to the transaction. When the conditions are satisfied, the successor will succeed to and be substituted for us under the applicable Indenture, and we will be relieved of our obligations under the applicable Indenture and the Debt Securities issued under it. (Sections 801 & 802 of the Senior Indenture & Sections 11.1, 11.2 & 11.3 of the Subordinated Indenture.)

Events of Default

Event of Default when used in each of the Indentures, will mean any of the following:

• failure to pay the principal or any premium on any Debt Security when due;

• with respect to the Senior Debt Securities, failure to deposit any sinking fund

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payment when due that continues for 60 days;

• failure to pay any interest on any Debt Securities of that series, when due, that continues for 60 days (or for 30 days in the case of any Junior Subordinated Debentures); provided that, if applicable, for this purpose, the date on which interest is due is the date on which we are required to make payment following any deferral of interest payments by us under the terms of Junior Subordinated Debentures that permit such deferrals;

• failure to perform any other covenant in the Indentures (other than a covenant expressly included solely for the benefit of other series) that continues for 90 days after the Trustee or the holders of at least 33% of the outstanding Debt Securities (25% in the case of the Junior Subordinated Debentures) of that series give us written notice of the default;

• certain events in bankruptcy, insolvency or reorganization of Dominion; or

• any other Event of Default included in the Indentures or any supplemental indenture. (Section 501 of the Senior Indenture & Section 6.1 of the Subordinated Indenture.)

In the case of a general covenant default described above, the Trustee may extend the grace period. In addition, if holders of a particular series have given a notice of default, then holders of at least the same percentage of Debt Securities of that series, together with the Trustee, may also extend the grace period. The grace period will be automatically extended if we have initiated and are diligently pursuing corrective action.

An Event of Default for a particular series of Debt Securities does not necessarily constitute an Event of Default for any other series of Debt Securities issued under the Indentures. Additional events of default may be established for a particular series and, if established, will be described in the applicable prospectus supplement.

If an Event of Default for any series of Debt Securities occurs and continues, the Trustee or the holders of at least 33% (25%, in the case of the Junior Subordinated Debentures) in aggregate principal amount of the Debt Securities of the series may declare the entire principal of all the Debt Securities of that series to be due and payable immediately. If this happens, subject to certain conditions, the holders of a majority of the aggregate principal amount of the Debt Securities of that series can void the declaration. (Section 502 of the Senior Indenture & Section 6.1 of the Subordinated Indenture.)

The Trustee may withhold notice to the holders of Debt Securities of any default (except in the payment of principal or interest) if it considers the withholding of notice to be in the best interests of the holders. Other than its duties in case of a default, a Trustee is not obligated to exercise any of its rights or powers under the Indentures at the request, order or direction of any holders, unless the holders offer the Trustee reasonable indemnity. If they provide this reasonable indemnification, the holders of a majority in principal amount of any series of Debt Securities may direct the time, method and place of conducting any proceeding or any remedy available to the Trustee, or exercising any power conferred upon the Trustee, for any series of Debt Securities. (Sections 512, 601 & 602 of the

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Senior Indenture & Sections 6.6, 7.1 & 7.2 of the Subordinated Indenture.)

The holder of any Debt Security will have an absolute and unconditional right to receive payment of the principal, any premium and, within certain limitations, any interest on that Debt Security on its maturity date or redemption date and to enforce those payments. (Section 508 of the Senior Indenture & Section 14.2 of the Subordinated Indenture.)

Satisfaction; Discharge

We may discharge all our obligations (except those described below) to holders of the Debt Securities issued under the Indentures, which Debt Securities have not already been delivered to the Trustee for cancellation and which either have become due and payable or are by their terms due and payable within one year, or are to be called for redemption within one year, by depositing with the Trustee an amount certified to be sufficient to pay when due the principal, interest and premium, if any, on all outstanding Debt Securities. However, certain of our obligations under the Indentures will survive, including with respect to the following:

• remaining rights to register the transfer, conversion, substitution or exchange of Debt Securities of the applicable series;

• rights of holders to receive payments of principal of, and any interest on, the Debt Securities of the applicable series, and other rights, duties and obligations of the holders of Debt Securities with respect to any amounts deposited with the Trustee; and

• the rights, obligations and immunities of the Trustee under the Indentures.  (Section 401 of Senior Indenture & Section 12.1 of Subordinated Indenture.)

Under federal income tax law, a discharge may be treated as an exchange of the related Debt Securities. Each holder might be required to recognize gain or loss equal to the difference between the holder’s cost or other tax basis for the Debt Securities and the value of the holder’s interest in the defeasance trust. Holders might be required to include as income a different amount than would be includable without the discharge. We urge prospective investors to consult their own tax advisers as to the consequences of a discharge, including the applicability and effect of tax laws other than the federal income tax law.

Modification of Indentures; Waiver

Under the Indentures our rights and obligations and the rights of the holders may be modified with the consent of the holders of a majority in aggregate principal amount of the outstanding Debt Securities of each series affected by the modification. No modification of the principal or interest payment terms, and no modification reducing the percentage required for modifications, is effective against any holder without its consent. (Section 902 of the Senior Indenture & Section 10.2 of the Subordinated Indenture.) In addition, we may supplement the Indentures to create new series of Debt Securities and for certain other purposes, without the consent of any holders of Debt Securities. (Section 901 of the Senior Indenture & Section 10.1 of the Subordinated Indenture.)

The holders of a majority of the outstanding Debt Securities of all series

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under the applicable Indenture with respect to which a default has occurred and is continuing may waive a default for all those series, except a default in the payment of principal or interest, or any premium, on any Debt Securities or a default with respect to a covenant or provision which cannot be amended or modified without the consent of the holder of each outstanding Debt Security of the series affected. (Section 513 of the Senior Indenture & Section 6.6 of the Subordinated Indenture.)

In addition, under certain circumstances, the holders of a majority of the outstanding Junior Subordinated Debentures of any series may waive in advance, for that series, our compliance with certain restrictive provisions of the Subordinated Indenture under which those Junior Subordinated Debentures were issued. (Section 4.7 of the Subordinated Indenture.)

Concerning the Trustee

JPMorgan Chase Bank is the Subordinated Indenture Trustee and the Trustee under the Senior Indenture. We and certain of our affiliates maintain deposit accounts and banking relationships with JPMorgan Chase Bank. JPMorgan Chase Bank also serves as trustee under other indentures pursuant to which securities of ours and of certain of our affiliates are outstanding. Affiliates of JPMorgan Chase Bank have purchased, and are likely to purchase in the future, our securities and securities of our affiliates.

The Trustee will perform only those duties that are specifically described in the Indentures unless an event of default under an Indenture occurs and is continuing. The Trustee is under no obligation to exercise any of its powers under the Indentures at the request of any holder of Debt Securities unless that holder offers reasonable indemnity to the Trustee against the costs, expenses and liabilities which it might incur as a result. (Section 601 of the Senior Indenture & Section 7.1 of the Subordinated Indenture.)

The Trustee administers its corporate trust business at 4 New York Plaza, New York, New York 10004 (Attention: Institutional Trust Services).

ADDITIONAL TERMS OF THE SENIOR DEBT SECURITIES

Repayment at the Option of the Holder; Repurchases by Dominion

We must repay the Senior Debt Securities at the option of the holders prior to the Stated Maturity Date only if specified in the applicable prospectus supplement. Unless otherwise provided in the prospectus supplement, the Senior Debt Securities subject to repayment at the option of the holder will be subject to repayment:

• on the specified Repayment Dates; and

• at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued to the Repayment Date. (Section 1302 of the Senior Indenture.)

For any Senior Debt Security to be repaid, the Trustee must receive, at its office maintained for that purpose in the Borough of Manhattan, New York City not more than 60 nor less than 30 calendar days prior to the date of repayment:

• in the case of a certificated Senior Debt Security, the certificated Senior Debt Security and the form in the Senior Debt Security entitled Option of Holder to Elect Purchase duly completed; or

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• in the case of a book-entry Senior Debt Security, instructions to that effect from the beneficial owner to the securities depositary and forwarded by the securities depositary. Exercise of the repayment option by the holder will be irrevocable. (Section 1303 of the Senior Indenture.)

Only the securities depositary may exercise the repayment option in respect of beneficial interests in the book-entry Senior Debt Securities. Accordingly, beneficial owners that desire repayment in respect of all or any portion of their beneficial interests must instruct the participants through which they own their interests to direct the securities depositary to exercise the repayment option on their behalf. All instructions given to participants from beneficial owners relating to the option to elect repayment will be irrevocable. In addition, at the time the instructions are given, each beneficial owner will cause the participant through which it owns its interest to transfer its interest in the book-entry Senior Debt Securities or the global certificate representing the related book-entry Senior Debt Securities, on the securities depositary’s records, to the Trustee. See DESCRIPTION OF DEBT SECURITIES—GLOBAL SECURITIES.

Defeasance

We will be discharged from our obligations on the Senior Debt Securities of any series at any time if we deposit with the Trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or a redemption date of the Senior Debt Securities of the series. If this happens, the holders of the Senior Debt Securities of the series will not be entitled to the benefits of the Senior Indenture except for registration of transfer and exchange of Senior Debt Securities and replacement of lost, stolen or mutilated Senior Debt Securities. (Section 402 of the Senior Indenture.)

Under federal income tax law as of the date of this prospectus, a discharge may be treated as an exchange of the related Senior Debt Securities. Each holder might be required to recognize gain or loss equal to the difference between the holder’s cost or other tax basis for the Senior Debt Securities and the value of the holder’s interest in the trust. Holders might be required to include as income a different amount than would be includable without the discharge. We urge prospective investors to consult their own tax advisers as to the consequences of a discharge, including the applicability and effect of tax laws other than the federal income tax law.

ADDITIONAL TERMS OF THE JUNIOR SUBORDINATED DEBENTURES

Additional Covenants Applicable to Junior Subordinated Debentures

Under the Subordinated Indenture, we will:

• maintain 100% ownership of the Trust to which the Junior Subordinated Debentures have been issued while that series of the Junior Subordinated Debentures remains outstanding; and

• pay to the Trust to which the Junior Subordinated Debentures have been issued any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States or any other taxing

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authority on the Trust, so that the net amounts received and retained by the Trust (after paying any taxes, duties, assessments or other governmental charges) will be not less than the Trust would have received had no such taxes, duties, assessments or other governmental charges been imposed. (Sections 4.8 & 4.9 of the Subordinated Indenture.)

Option to Extend Interest Payment Period

We can defer interest payments by extending the interest payment period for the number of consecutive extension periods specified in the applicable prospectus supplement (each, an Extension Period). Other details regarding the Extension Period will also be specified in the applicable prospectus supplement. No Extension Period may extend beyond the maturity of the Junior Subordinated Debentures. At the end of the Extension Period(s), we will pay all interest then accrued and unpaid, together with interest compounded quarterly at the interest rate for the Junior Subordinated Debentures, to the extent permitted by applicable law. (Section 2.10 of the Subordinated Indenture.)

During any Extension Period, we will not make distributions related to our capital stock, including dividends, redemptions, repurchases, liquidation payments, or guarantee payments. Also we will not make any payments, redeem or repurchase any debt securities of equal or junior rank to the Junior Subordinated Debentures or make any guarantee payments on any such debt securities. We may, however, make the following types of distributions:

• dividends paid in common stock;

• dividends in connection with the implementation of a shareholder rights plan;

• payments to a trust holding securities of the same series under a guarantee; or

• repurchases, redemptions or other acquisitions of shares of our capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of

employees, officers, directors or consultants.

Subordination

Each series of Junior Subordinated Debentures will be subordinate and junior in right of payment, to the extent set forth in the Subordinated Indenture, to all Senior Indebtedness as defined below. If:

• we make a payment or distribution of any of our assets to creditors upon our dissolution, winding-up, liquidation or reorganization, whether in bankruptcy, insolvency or otherwise;

• a default beyond any grace period has occurred and is continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness; or

• the maturity of any Senior Indebtedness has been accelerated because of a default on that Senior Indebtedness,

then the holders of Senior Indebtedness generally will have the right to receive payment, in the case of the first instance, of all amounts due or to become due upon that Senior Indebtedness, and, in the case of the second and third instances, of all amounts due on that Senior Indebtedness, or we will make provision for those payments, before

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the holders of any Junior Subordinated Debentures have the right to receive any payments of principal or interest on their Junior Subordinated Debentures. (Sections 14.1 and 14.9 of the Subordinated Indenture.)

Senior Indebtedness means, with respect to any series of Junior Subordinated Debentures, the principal, premium, interest and any other payment in respect of any of the following:

• all of our indebtedness for borrowed or purchased money that is evidenced by notes, debentures, bonds or other written instruments;

• our obligations for reimbursement under letters of credit, banker’s acceptances, security purchase facilities or similar facilities issued for our account;

• any of our other indebtedness or obligations with respect to commodity contracts, interest rate commodity and currency swap agreements and other similar agreements or arrangements; and

• all indebtedness of others of the kinds described in the preceding categories which we have assumed or guaranteed.

Senior Indebtedness will not include our obligations to trade creditors or indebtedness to our subsidiaries. (Section 1.1 of the Subordinated Indenture.)

Senior Indebtedness will be entitled to the benefits of the subordination provisions in the Subordinated Indenture irrespective of the amendment, modification or waiver of any term of the Senior Indebtedness. We may not amend the Subordinated Indenture to change the subordination of any outstanding Junior Subordinated Debentures without the consent of each holder of Senior Indebtedness that the amendment would

adversely affect. (Sections 10.2 & 14.7 of the Subordinated Indenture.)

The Subordinated Indenture does not limit the amount of Senior Indebtedness that we may issue.

DESCRIPTION OF THE TRUST PREFERRED SECURITIES

The following is a summary of the principal terms of the Trust Preferred Securities. The form of amended trust agreement is filed as an exhibit to the registration statement of which this prospectus forms a part, or is incorporated by reference. The terms of the Trust Preferred Securities will include those stated in the amended trust agreement and those made part of the amended trust agreement by the Trust Indenture Act.

General

The Trust will exist until terminated as provided in its amended trust agreement. Except under certain circumstances, we will be entitled to appoint, remove or replace trustees, who will conduct the business and affairs of the Trust. The trustees of the Trust will consist of:

• two employees, officers or affiliates of the Company as Administrative Trustees;

• a financial institution unaffiliated with us that will act as property trustee and as indenture trustee for purposes of the Trust Indenture Act, under the terms set forth in a prospectus supplement (the Property Trustee); and

• one trustee with its principal place of business or who resides in the State of

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Delaware and who will act under the terms set forth in a prospectus supplement. (Sections 6.1 through 6.5 of the Amended Trust Agreement.)

The amended trust agreement will authorize the Administrative Trustees to issue, on behalf of the Trust, two classes of trust securities, Trust Preferred Securities and trust common securities, each of which will have the terms described in this prospectus and in the prospectus supplement. We will own all of the trust common securities. The trust common securities will rank equally in right of payment, and payments will be made on the trust common securities, proportionately with the Trust Preferred Securities. However, if an event of default occurs and is continuing under the amended trust agreement, the rights of the holders of the trust common securities to payment for distributions and payments upon liquidation, redemption and otherwise, will be subordinated to the rights of the holders of the Trust Preferred Securities. We will acquire, directly or indirectly, trust common securities in a total liquidation amount of at least 3% of the total capital of the Trust. (Sections 3.6, 5.1, 5.2 and 7.1 of the Amended Trust Agreement.)

The proceeds from the sale of the Trust Preferred Securities will be used by the Trust to purchase a series of our Junior Subordinated Debentures. These Junior Subordinated Debentures will be held in trust by the Property Trustee for the benefit of the holders of the trust securities. We will guarantee the payments of distributions and payments on redemption or liquidation with respect to the Trust Preferred Securities, but only to the extent the Trust has funds available to make those payments and has not made the payments. See DESCRIPTION OF THE GUARANTEE.

The assets of the Trust available for distribution to the holders of Trust Preferred Securities will be limited to payments from us under the Junior Subordinated Debentures held by the Trust. If we fail to make a payment on the Junior Subordinated Debentures, the Trust will not have sufficient funds to make related payments, including distributions, on its Trust Preferred Securities.

The Guarantee, when taken together with our obligations under the Junior Subordinated Debentures, the Subordinated Indenture and the amended trust agreement, will provide a full and unconditional guarantee of amounts due on the Trust Preferred Securities issued by the Trust.

The Trust Preferred Securities will have the terms, including distributions, redemption, voting, liquidation rights and other preferred, deferred or other special rights or restrictions that will be described in the amended trust agreement or made part of the amended trust agreement by the Trust Indenture Act or the Delaware Statutory Trust Act. The terms of the Trust Preferred Securities will mirror the terms of the Junior Subordinated Debentures held by the Trust. In other words, the distribution rate and the distribution payment dates and other payment dates for the Trust Preferred Securities will correspond to the interest rate and interest payment dates and other payment dates on the Junior Subordinated Debentures held by the Trust. Holders of Trust Preferred Securities have no preemptive or similar rights. (Section 7.1 of the Amended Trust Agreement.)

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Provisions of a Particular Series

The Trust may issue only one series of Trust Preferred Securities. The applicable prospectus supplement will set forth the principal terms of the Trust Preferred Securities that will be offered, including:

• the name of the Trust Preferred Securities;

• the liquidation amount and number of Trust Preferred Securities issued;

• the annual distribution rate(s) or method of determining such rate(s), the payment date(s) and the record dates used to determine the holders who are to receive distributions;

• the date from which distributions will be cumulative;

• the optional redemption provisions, if any, including the prices, time periods and other terms and conditions on which the Trust Preferred Securities will be purchased or redeemed, in whole or in part;

• the terms and conditions, if any, upon which the Junior Subordinated Debentures and the related Guarantee may be distributed to holders of those Trust Preferred Securities;

• any securities exchange on which the Trust Preferred Securities will be listed;

• whether the Trust Preferred Securities are to be issued in book-entry form and represented by one or more global certificates, and if so, the depository for those global certificates and the specific terms of the depositary arrangements; and

• any other relevant rights, preferences, privileges, limitations or restrictions of the Trust Preferred Securities. (Article 7 of the Amended Trust Agreement.)

The interest rate and interest and other payment dates of each series of Junior

Subordinated Debentures issued to a Trust will correspond to the rate at which distributions will be paid and the distribution and other payment dates of the Trust Preferred Securities of the Trust.

Extensions

We have the right under the Subordinated Indenture to defer payments of interest on the Junior Subordinated Debentures by extending the interest payment period from time to time on the Junior Subordinated Debentures. The Administrative Trustees will give the holders of the Trust Preferred Securities notice of any Extension Period upon their receipt of notice from us. If distributions are deferred, the deferred distributions and accrued interest will be paid to holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the record date next following the termination of such deferral period. See ADDITIONAL TERMS OF THE JUNIOR SUBORDINATED DEBENTURES—OPTION TO EXTEND INTEREST PAYMENT PERIOD.

Distributions

Distributions on the Trust Preferred Securities will be made on the dates payable to the extent that the Trust has funds available for the payment of distributions in the Property Account held by the Property Trustee. The Trust’s funds available for distribution to the holders of the trust securities will be limited to payments received from us on the Junior Subordinated

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Debentures. We have guaranteed the payment of distributions out of monies held by the Trust to the extent set forth under DESCRIPTION OF THE GUARANTEE.

Distributions on the Trust Preferred Securities will be payable to the holders named on the securities register of the Trust at the close of business on the record dates, which, as long as the Trust Preferred Securities remain in book-entry only form,

will be one business day prior to the relevant payment dates. Distributions will be paid through the Property Trustee who will hold amounts received in respect of the Junior Subordinated Debentures in the Property Account for the benefit of the holders of the trust securities. In the event that the Trust Preferred Securities do not continue to remain in book-entry only form, the relevant record dates will conform to the rules of any securities exchange on which the Trust Preferred Securities are listed and, if none, the Administrative Trustees will have the right to select relevant record dates, which will be more than 14 days but less than 60 days prior to the relevant payment dates. In the event that any date on which distributions are to be made on the Trust Preferred Securities is not a business day, then payment of the distributions payable on that date will be made on the next succeeding day which is a business day and without any interest or other payment in respect of that delay, except that, if that business day is in the next succeeding calendar year, the payment will be made on the immediately preceding business day, in each case with the same force and effect as if made on the record date. (Section 7.2 of the Amended Trust Agreement.)

Mandatory Redemption of Trust Preferred Securities

The Trust Preferred Securities have no stated maturity date, but will be redeemed upon the maturity of the Junior Subordinated Debentures or to the extent the Junior Subordinated Debentures are redeemed prior to maturity. The Junior Subordinated Debentures will mature on the date specified in the applicable prospectus supplement and may be redeemed at any time, in whole but not in part, in certain circumstances upon the occurrence of a Tax Event or an Investment Company Event as described under “—Special Event Redemption.”

Upon the maturity of the Junior Subordinated Debentures, the proceeds of their repayment will simultaneously be applied to redeem all the outstanding trust securities at the Redemption Price. Upon the redemption of the Junior Subordinated Debentures, either at our option or as a result of a Tax Event or an Investment Company Event, the proceeds from the redemption will simultaneously be applied to redeem trust securities having a total liquidation amount equal to the total principal amount of the Junior Subordinated Debentures so redeemed at the redemption price; provided, that holders of trust securities will be given not less than 20 nor more than 60 days’ notice of the redemption. In the event that fewer than all of the outstanding trust securities are to be redeemed, the trust securities will be redeemed proportionately. (Section 7.3 of the Amended Trust Agreement.)

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Special Event Redemption

Both a Tax Event and an Investment Company Act Event constitute Special Events for purposes of the redemption provisions described in the preceding paragraph.

A Tax Event means that the Administrative Trustees have received an opinion of independent tax counsel experienced in those matters to the effect that, as a result of any amendment to, change or announced proposed change in:

• the laws or regulations of the United States or any of its political subdivisions or taxing authorities, or

• any official administrative pronouncement, action or judicial decision interpreting or applying those laws or regulations,

• which amendment or change becomes effective or proposed change, pronouncement, action or decision is announced on or after the date the Trust Preferred Securities are issued and sold, there is more than an insubstantial risk that:

• the Trust is or within 90 days would be subject to U.S. federal income tax with respect to income accrued or received on the Junior Subordinated Debentures,

• interest payable to the Trust on the Junior Subordinated Debentures is not or within 90 days would not be deductible, in whole or in part, by us for U.S. federal income tax purposes, or

• the Trust is or within 90 days would be subject to a material amount of other taxes, duties or other governmental charges.

An Investment Company Event means that the Administrative Trustees have received an opinion of a nationally recognized independent counsel to the effect that, as a result of an amendment to or change in the Investment Company Act or regulations thereunder on or after the date the Trust Preferred Securities are issued and sold, there is more than an insubstantial risk that the Trust is or will be considered an investment company and be required to be registered under the Investment Company Act. (Section 1.1 of the Amended Trust Agreement.)

Redemption Procedures

The Trust may not redeem fewer than all the outstanding trust securities unless all accrued and unpaid distributions have been paid on all trust securities for all distribution periods terminating on or before the date of redemption. In the event that fewer than all of the outstanding trust securities are to be redeemed, the trust securities will be redeemed proportionately.

If the Trust gives a notice of redemption in respect of the trust securities (which notice will be irrevocable), and if we have paid to the Property Trustee a sufficient amount of cash in connection with the related redemption or maturity of the Junior Subordinated Debentures, then, by 12:00 noon, New York City time, on the redemption date, the Property Trustee will irrevocably deposit with the depositary funds sufficient to pay the applicable redemption price and will give the depositary irrevocable instructions and authority to pay the redemption price to the holders of the Trust Preferred Securities, and the paying agent will pay the applicable redemption price to the holders of the trust common securities by check. If notice of

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redemption has been given and funds deposited as required, then, immediately prior to the close of business on the date of the deposit, distributions will cease to accrue and all rights of holders of Trust Preferred Securities called for redemption will cease, except the right of the holders of the Trust Preferred Securities to receive the redemption price but without interest on the redemption price. In the event that any date fixed for redemption of Trust Preferred Securities is not a business day, then payment of the redemption price payable on that date will be made on the next succeeding day that is a business day, without any interest or other payment in respect of any such delay, except that, if that business day falls in the next calendar year, payment will be made on the immediately preceding business day. In the event that payment of the redemption price in respect of Trust Preferred Securities is improperly withheld or refused and not paid either directly by the Trust or under the Guarantee, distributions on the Trust Preferred Securities will continue to accrue at the then applicable rate from the original redemption date to the date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the redemption price.

Subject to the foregoing and applicable law, including, without limitation, U.S. federal securities laws, we or our subsidiaries may at any time, and from time to time, purchase outstanding Trust Preferred Securities by tender, in the open market or by private agreement. (Section 7.4 of the Amended Trust Agreement.)

Conversion or Exchange Rights

The terms on which the Trust Preferred Securities are convertible into or exchangeable for common stock or our other securities will be contained in the applicable prospectus supplement. Those terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option, and may include provisions under which the number of shares of common stock or our other securities to be received by the holders of Trust Preferred Securities would be subject to adjustment.

Distribution of the Junior Subordinated Debentures

We will have the right at any time to dissolve the Trust and, after satisfaction of the liabilities of creditors of the Trust as provided by applicable law, to cause Junior Subordinated Debentures to be distributed to the holders of the Trust Preferred Securities in a total stated principal amount equal to the total stated liquidation amount of the Trust Preferred Securities then outstanding. Prior to any such dissolution, we will obtain any required regulatory approvals. The right to dissolve the trust and distribute the Junior Subordinated Debentures will be conditioned on our receipt of an opinion rendered by an independent tax counsel that the distribution would not result in the recognition of gain or loss for federal income tax purposes by the holders. (Section 8.1 of the Amended Trust Agreement.)

Liquidation Distribution Upon Dissolution

The amended trust agreement will state that the Trust will be dissolved:

• upon our bankruptcy;

• upon the filing of a certificate of dissolution or its equivalent with respect to us;

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• upon the filing of a certificate of cancellation with respect to the Trust after obtaining the consent of at least a majority in liquidation amount of the Trust Preferred Securities, voting together as a single class;

• 90 days after the revocation of our charter, but only if the charter is not reinstated during that 90-day period;

• upon the distribution of the related Junior Subordinated Debentures directly to the holders of the trust securities;

• upon the redemption of all of the trust securities; or

• upon entry of a court order for the dissolution of us or the Trust. (Section 8.1 of the Amended Trust Agreement.)

In the event of a dissolution, after the Trust pays all amounts owed to creditors, the holders of the Trust Preferred Securities will be entitled to receive:

• cash equal to the total liquidation amount of the Trust Preferred Securities specified in an accompanying prospectus supplement, plus accumulated and unpaid distributions to the date of payment, or

• Junior Subordinated Debentures in a total principal amount equal to the total liquidation amount of the Trust Preferred Securities.

If the Trust cannot pay the full amount due on its trust securities because insufficient assets are available for payment, then the amounts payable by the Trust on its trust securities will be paid proportionately. However, if an event of default under the related amended trust agreement occurs, the total amounts due on the Trust Preferred Securities will be paid before any distribution on the trust common securities. Under certain circumstances involving the dissolution of the Trust, subject to obtaining any required regulatory approval, Junior Subordinated Debentures will be distributed to the holders of the trust securities in liquidation of the Trust. (Section 8.2 of the Amended Trust Agreement.)

Trust Enforcement Events

An event of default under the Subordinated Indenture relating to the Junior Subordinated Debentures held by the Trust will be an event of default under the amended trust agreement (a Trust Enforcement Event). See DESCRIPTION OF DEBT SECURITIES—EVENTS OF DEFAULT.

In addition, the voluntary or involuntary dissolution, winding up or termination of the Trust is also a Trust Enforcement Event, except in connection with:

• the distribution of the Junior Subordinated Debentures to holders of the trust securities of the Trust,

• the redemption of all of the trust securities of the Trust, and

• mergers, consolidations or amalgamations permitted by the amended trust agreement of the Trust.

Under the amended trust agreement, the holder of the trust common securities will be deemed to have waived any Trust Enforcement Event with respect to the trust common securities until all Trust Enforcement Events with respect to the Trust Preferred Securities have been cured, waived or otherwise eliminated. Until all Trust Enforcement Events with respect to the Trust Preferred Securities have been so cured, waived or otherwise eliminated, the

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Property Trustee will be deemed to be acting solely on behalf of the holders of the Trust Preferred Securities and only the holders of the Trust Preferred Securities will have the right to direct the Property Trustee with respect to certain matters under the amended trust agreement and the Subordinated Indenture. In the event that any Trust Enforcement Event with respect to the Trust Preferred Securities is waived by the holders of the Trust Preferred Securities as provided in the amended trust agreement, under the

amended trust agreement the holders of trust common securities have agreed that the waiver also constitutes a waiver of the Trust Enforcement Event with respect to the trust common securities for all purposes under the amended trust agreement without any further act, vote or consent of the holders of trust common securities. (Section 2.6 of the Amended Trust Agreement.)

We and the Administrative Trustees must file annually with the Property Trustee a certificate evidencing compliance with all the applicable conditions and covenants under the amended trust agreement. (Section 2.4 of the Amended Trust Agreement.)

Upon the occurrence of a Trust Enforcement Event, the Property Trustee, as the sole holder of the Junior Subordinated Debentures, will have the right under the Subordinated Indenture to declare the principal of, interest and premium, if any, on the Junior Subordinated Debentures to be immediately due and payable.

If a Property Trustee fails to enforce its rights under the amended trust agreement or the Subordinated Indenture to the fullest extent permitted by law and subject to the terms of the amended trust agreement and the Subordinated Indenture, any holder of Trust Preferred Securities may sue us, or seek other remedies, to enforce the Property Trustee’s rights under the amended trust agreement or the Subordinated Indenture without first instituting a legal proceeding against the Property Trustee or any other person. If a Trust Enforcement Event occurs and is continuing as a result of our failure to pay principal of or interest or premium, if any, on the Junior Subordinated Debentures when payable, then a holder of the Trust Preferred Securities may directly sue us or seek other remedies, to collect its proportionate share of payments owned. See RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES, THE GUARANTEE AND THE JUNIOR SUBORDINATED DEBENTURES HELD BY THE TRUST.

Removal and Replacement of Trustees

Only the holders of trust common securities have the right to remove or replace the trustees of the Trust, except that while an event of default in respect of the Junior Subordinated Debentures has occurred or is continuing, the holders of a majority of the Trust Preferred Securities will have this right. The resignation or removal of any trustee and the appointment of a successor trustee will be effective only on the acceptance of appointment by the successor trustee in accordance with the provisions of the amended trust agreement. (Section 6.6 of the Amended Trust Agreement.)

Mergers, Consolidations or Amalgamations of the Trust

The Trust may not consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other corporation or other

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body (each, a Merger Event), except as described below. The Trust may, with the consent of a majority of its Administrative Trustees and without the consent of the holders of its trust securities, consolidate, amalgamate, merge with or into, or be replaced by another trust, provided that:

• the successor entity either

• assumes all of the obligations of the Trust relating to its trust securities or

• substitutes other securities for the trust securities that are substantially similar to the trust securities, so long as the successor securities rank the same as the trust securities for distributions and payments upon liquidation, redemption and otherwise;

• we acknowledge a trustee of the successor entity who has the same powers and duties as the Property Trustee of the Trust, as the holder of the Junior Subordinated Debentures;

• the Trust Preferred Securities are listed, or any successor securities will be listed, upon notice of issuance, on the same securities exchange or other organization that the Trust Preferred Securities are then listed;

• the Merger Event does not cause the Trust Preferred Securities or successor securities to be downgraded by any nationally recognized rating agency;

• the Merger Event does not adversely affect the rights, preferences and privileges of the holders of the trust securities or successor securities in any material way, other than with respect to any dilution of the holders’ interest in the new entity;

• the successor entity has a purpose identical to that of the Trust;

• prior to the Merger Event, we have received an opinion of counsel from a nationally recognized law firm stating that

• the Merger Event does not adversely affect the rights of the holders of the Trust Preferred Securities or any successor securities in any material way, other than with respect to any dilution of the holders’ interest in the new entity and

• following the Merger Event, neither the Trust nor the successor entity will be required to register as an investment company under the Investment Company Act; and

• we guarantee the obligations of the successor entity under the successor securities in the same manner as in the Guarantee.

In addition, unless all of the holders of the Trust Preferred Securities and trust common securities approve otherwise, the Trust will not consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if, in the opinion of a nationally recognized tax counsel experienced in such matters, the transaction would cause the Trust or the successor entity to be classified other than as a grantor trust for U.S. federal income tax purposes. (Section 3.15 of the Amended Trust Agreement.)

Voting Rights; Amendment of Trust Agreement

The holders of Trust Preferred Securities have no voting rights except as discussed under —MERGERS, CONSOLIDATIONS OR

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AMALGAMATIONS OF THE TRUST and DESCRIPTION OF THE GUARANTEE—AMENDMENTS, and as otherwise required by law and the amended trust agreement.

The amended trust agreement may be amended if approved by a majority of the Administrative Trustees of the Trust. However, if any proposed amendment provides for, or the Administrative Trustees otherwise propose to effect,

• any action that would adversely affect the powers, preferences or special rights of the trust securities, whether by way of amendment to the amended trust agreement or otherwise or

• the dissolution, winding-up or termination of the Trust other than under the terms of its amended trust agreement,

then the holders of the Trust Preferred Securities as a single class will be entitled to vote on the amendment or proposal. In that case, the amendment or proposal will only be effective if approved by at least a majority in liquidation amount of the Trust Preferred Securities affected by the amendment or proposal.

No amendment may be made to an amended trust agreement if that amendment would:

• cause the Trust to be characterized as other than a grantor trust for U.S. federal income tax purposes;

• reduce or otherwise adversely affect the powers of the Property Trustee; or

• cause the Trust to be deemed to be an investment company which is required to be registered under the Investment Company Act. (Section 11.1 of the Amended Trust Agreement.)

The holders of a majority of the total liquidation amount of the Trust Preferred Securities have the right to:

• direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee; or

• direct the exercise of any power conferred

upon the Property Trustee under the amended trust agreement, including the right to direct the Property Trustee, as the holder of the Junior Subordinated Debentures, to:

• exercise the remedies available under the Subordinated Indenture with respect to the Junior Subordinated Debentures,

• waive any event of default under the Subordinated Indenture that is waivable or

• cancel an acceleration of the principal of the Junior Subordinated Debentures.

In addition, before taking any of the foregoing actions, the Property Trustee must obtain an opinion of counsel stating that, as a result of that action, the Trust will continue to be classified as a grantor trust for U.S. federal income tax purposes. (Section 7.5 of the Amended Trust Agreement.)

As described in the form of amended trust agreement, the Property Trustee may hold a meeting to have holders of Trust Preferred Securities vote on a change or have them approve a change by written consent.

If a vote by the holders of Trust Preferred Securities is taken or a consent is obtained, any Trust Preferred Securities owned by us or any of our affiliates will, for

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purposes of the vote or consent, be treated as if they were not outstanding, which will have the following consequences:

• we and any of our affiliates will not be able to vote on or consent to matters requiring the vote or consent of holders of Trust Preferred Securities; and

• any Trust Preferred Securities owned by us or any of our affiliates will not be counted in determining whether the required percentage of votes or consents has been obtained. (Section 7.5 of the Amended Trust Agreement.)

Information Concerning the Property Trustee

JPMorgan Chase Bank is the Property Trustee. It is also the Guarantee Trustee, the Subordinated Indenture Trustee and the Senior Indenture Trustee. The Company and certain of its affiliates maintain deposit accounts and banking relationships with JPMorgan Chase Bank. JPMorgan Chase Bank also serves as trustee under other indentures pursuant to which our securities and securities of certain of our affiliates are outstanding.

For matters relating to compliance with the Trust Indenture Act, the Property Trustee will have all of the duties and responsibilities of an indenture trustee under the Trust Indenture Act. The Property Trustee, other than during the occurrence and continuance of a Trust Enforcement Event, undertakes to perform only the duties that are specifically described in the amended trust agreement and, upon a Trust Enforcement Event, must use the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the Property Trustee is under no obligation to exercise any of the powers given it by the applicable amended trust agreement at the request of any holder of Trust Preferred Securities unless it is offered reasonable security or indemnity against the costs, expenses and liabilities that it might incur. However, the holders of the Trust Preferred Securities will not be required to offer such an indemnity where the holders, by exercising their voting rights, direct the Property Trustee to take any action following a Trust Enforcement Event. (Section 3.9 of the Amended Trust Agreement.)

Information Concerning the Delaware Trustee

Chase Manhattan Bank USA, National Association, will serve as trustee of the Trust in the State of Delaware for the purpose of complying with the provisions of the Delaware Statutory Trust Act. It is an affiliate of JPMorgan Chase Bank which serves as Property Trustee and in the other capacities described above under “Information Concerning the Property Trustee.”

Information Concerning the Administrative Trustees

The Administrative Trustees are authorized and directed to conduct the affairs of and to operate the Trust in a way that:

• will not cause it to be deemed to be an investment company required to be registered under the Investment Company Act;

• will cause it to be classified as a grantor trust for U.S. federal income tax purposes; and

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• will cause the Junior Subordinated Debentures it holds to be treated as our indebtedness for U.S. federal income tax purposes.

We and the Administrative Trustees are authorized to take any action, so long as it is consistent with applicable law or the certificate of trust or amended trust agreement, that we and the Administrative Trustees determine to be necessary or desirable for those purposes. (Section 3.6 of the Amended Trust Agreement.)

DESCRIPTION OF THE GUARANTEE

We will execute the Guarantee from time to time for the benefit of the holders of the Trust Preferred Securities.

JPMorgan Chase Bank will act as Guarantee Trustee under the Guarantee. The Guarantee Trustee will hold the Guarantee for the benefit of the holders of the Trust Preferred Securities.

The following description of the Guarantee is only a summary. The form of Guarantee is an exhibit to the registration statement.

General

We will irrevocably and unconditionally agree under the Guarantee to pay the Guarantee Payments that are defined below, to the extent specified in the Guarantee, to the holders of the Trust Preferred Securities, to the extent that the Guarantee Payments are not paid by or on behalf of the Trust. We are required to pay the Guarantee Payments to the extent specified in the Guarantee regardless of any defense, right of set-off or counterclaim that we may have or may assert against any person. (Section 5.1 of the Guarantee.)

The following payments and distributions on the Trust Preferred Securities of the Trust are Guarantee Payments:

• any accrued and unpaid distributions required to be paid on the Trust Preferred Securities of the Trust, but only to the extent that the Trust has funds legally and immediately available for those distributions;

• the redemption price for any Trust Preferred Securities that the Trust calls for redemption, including all accrued and unpaid distributions to the redemption date, but only to the extent that the Trust has funds legally and immediately available for the payment; and

• upon a dissolution, winding-up or termination of the Trust, other than in connection with the distribution of Junior Subordinated Debentures to the holders of Trust Securities of the Trust or the redemption of all the Trust Preferred Securities of the Trust, the lesser of:

• the sum of the liquidation amount and all accrued and unpaid distributions on the Trust Preferred Securities of the Trust to the payment date, to the extent that the Trust has funds legally and immediately available for the payment; and

• the amount of assets of the Trust remaining available for distribution to holders of the Trust Preferred Securities of the Trust in liquidation of the Trust. (Section 1.1 of the Guarantee.)

We may satisfy our obligation to make a Guarantee Payment by making that payment directly to the holders of the related Trust Preferred Securities or by causing the Trust to make the payment to those holders. (Section 5.1 of the Guarantee.)

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The Guarantee will be a full and unconditional guarantee, subject to certain subordination provisions, of the Guarantee Payments with respect to the Trust Preferred Securities from the time of issuance of the Trust Preferred Securities, except that the Guarantee will only apply to the payment of distributions and other payments on the Trust Preferred Securities when the Trust has sufficient funds legally and immediately available to make those distributions or other payments.

If we do not make the required payments on the Junior Subordinated Debentures that the Property Trustee holds under the Trust, the Trust will not make the related payments on the Trust Preferred Securities.

Subordination

Our obligations under the Guarantee will be unsecured obligations. Those obligations will rank:

• subordinate and junior in right of payment to all of our other liabilities, other than obligations or liabilities that rank equal in priority or subordinate by their terms;

• equal in priority with the Junior Subordinated Debentures that we may issue and similar guarantees; and

• senior to our preferred and common stock. (Section 6.2 of the Guarantee.)

As of March 31, 2003 we had approximately $825 million in Junior Subordinated Debentures outstanding that rank equal in priority with the Guarantee. We have common stock outstanding that ranks junior to the Guarantee.

The Guarantee will be a guarantee of payment and not of collection. This means

that the guaranteed party may institute a legal proceeding directly against us, as guarantor, to enforce its rights under the Guarantee without first instituting a legal proceeding against any other person or entity. (Section 5.4 of the Guarantee.)

The terms of the Trust Preferred Securities will provide that each holder of the Trust Preferred Securities, by accepting those Trust Preferred Securities, agrees to the subordination provisions and other terms of the Guarantee.

Amendments

We may amend the Guarantee without the consent of any holder of the Trust Preferred Securities to which the Guarantee relates if the amendment does not materially and adversely affect the rights of those holders. We may otherwise amend the Guarantee with the approval of the holders of at least 50% of the outstanding Trust Preferred Securities to which the Guarantee relates. (Section 9.2 of the Guarantee.)

Termination

The Guarantee will terminate and be of no further effect when:

• the redemption price of the Trust Preferred Securities to which the Guarantee relates is fully paid;

• we distribute the related Junior Subordinated Debentures to the holders of those Trust Preferred Securities; or

• the amounts payable upon liquidation of the related Trust are fully paid. (Section 7.1 of the Guarantee.)

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The Guarantee will remain in effect or will be reinstated if at any time any holder of the related Trust Preferred Securities must restore payment of any sums paid to that holder with respect to those Trust Preferred Securities or under the Guarantee.

Material Covenants

We will covenant that, so long as any Trust Preferred Securities remain outstanding, if there is an event of default under the Guarantee or the amended trust agreement:

• we will not make distributions related to our debt securities that rank equally with or junior to the Junior Subordinated Debentures, including any payment of interest, principal or premium, or repayments, repurchases or redemptions; and

• we will not make distributions related to our capital stock, including dividends, redemptions, repurchases, liquidation payments, or guarantee payments. We may, however, make the following types of distributions:

• dividends paid in common stock;

• dividends in connection with the implementation of a shareholder rights plan;

• payments to a trust holding securities of the same series under a guarantee; and

• repurchases, redemptions or other acquisitions of shares of our capital stock in connection with any benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants. (Section 6.1 of the Guarantee.)

Because we are a holding company that conducts all of our operations through our subsidiaries, our ability to meet our obligations under the Guarantee is dependent on the earnings and cash flows of those subsidiaries and the ability of those subsidiaries to pay dividends or to advance or repay funds to us. The Trust, as holder of the Guarantee and the Junior Subordinated Debentures will generally have a junior position to claims of creditors of our subsidiaries, including trade creditors, debtholders, secured creditors, taxing authorities, guarantee holders and any preferred stockholders.

Events of Default

An event of default will occur under the Guarantee if we fail to perform any of our payment obligations under the Guarantee. The holders of a majority of the Trust Preferred Securities of any series may waive any such event of default and its consequences on behalf of all of the holders of the Trust Preferred Securities of that series. (Section 2.6 of the Guarantee.) The Guarantee Trustee is entitled to enforce the Guarantee for the benefit of the holders of the Trust Preferred Securities of a series if an event of default occurs under the related Guarantee. (Section 3.1 of the Guarantee.)

The holders of a majority of the Trust Preferred Securities to which the Guarantee relates have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee with respect to the Guarantee or to direct the exercise of any trust or power that the Guarantee Trustee holds under the Guarantee. Any holder of the related Trust Preferred Securities may institute a legal proceeding directly against us to enforce that holder’s rights under the

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Guarantee without first instituting a legal proceeding against the Guarantee Trustee or any other person or entity. (Section 5.4 of the Guarantee.)

Concerning the Guarantee Trustee

JPMorgan Chase Bank is the Guarantee Trustee. It is also the Property Trustee, the Subordinated Indenture Trustee and the Senior Indenture Trustee. We and certain of our affiliates maintain deposit accounts and banking relationships with JPMorgan Chase Bank. JPMorgan Chase Bank also serves as trustee for other indentures under which securities of ours and certain of our affiliates are outstanding.

The Guarantee Trustee will perform only those duties that are specifically set forth in each Guarantee unless an event of default under the Guarantee occurs and is continuing. In case an event of default occurs and is continuing, the Guarantee Trustee will exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. (Section 3.1 of the Guarantee.) Subject to those provisions, the Guarantee Trustee is under no obligation to exercise any of its powers under any Guarantee at the request of any holder of the related Trust Preferred Securities unless that holder offers reasonable indemnity to the Guarantee Trustee against the costs, expenses and liabilities which it might incur as a result. (Section 3.2 of the Guarantee.)

AGREEMENT AS TO EXPENSES AND LIABILITIES

We will enter into an Agreement as to Expenses and Liabilities as required under the Trust Agreement. The Agreement as to Expenses and Liabilities will provide that we will, with certain exceptions, irrevocably and unconditionally guarantee the full payment of any indebtedness, expenses or liabilities of the Trust to each person or entity to whom the Trust becomes indebted or liable. The exceptions are the obligations of the Trust to pay amounts due to the holders of the Trust Preferred Securities and the trust common securities.

RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES, THE GUARANTEE AND THE JUNIOR SUBORDINATED DEBENTURES HELD BY THE TRUST

We will guarantee payments of distributions and redemption and liquidation payments due on the Trust Preferred Securities, to the extent the Trust has funds available for the payments, to the extent described under DESCRIPTION OF THE GUARANTEE. No single document executed by us in connection with the issuance of the Trust Preferred Securities will provide for our full, irrevocable and unconditional guarantee of the Trust Preferred Securities. It is only the combined operation of our obligations under the Guarantee, the amended trust agreement and the Subordinated Indenture that has the effect of providing a full, irrevocable and unconditional guarantee of the Trust’s obligations under the Trust Preferred Securities.

As long as we make payments of interest and other payments when due on the Junior Subordinated Debentures held by the Trust, those payments will be sufficient to cover the payment of distributions and redemption and liquidation payments due on the Trust Preferred Securities issued by the Trust, primarily because:

• the total principal amount of the Junior Subordinated Debentures will be equal to

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the sum of the total liquidation amount of the trust securities;

• the interest rate and interest and other payment dates on the Junior Subordinated Debentures will match the distribution rate and distribution and other payment dates for the Trust Preferred Securities;

• we will pay for any and all costs, expenses and liabilities of the Trust except its obligations under its Trust Preferred Securities; and

• the amended trust agreement will provide that the Trust will not engage in any activity that is not consistent with the limited purposes of the Trust.

If and to the extent that we do not make payments on the Junior Subordinated Debentures, the Trust will not have funds available to make payments of distributions or other amounts due on its Trust Preferred Securities. In those circumstances, you will not be able to rely upon the Guarantee for payment of these amounts. Instead, you may directly sue us or seek other remedies to collect your proportionate share of payments owed. If you sue us to collect payment, then we will assume your rights as a holder of Trust Preferred Securities under the amended trust agreement to the extent we make a payment to you in any such legal action.

DESCRIPTION OF CAPITAL STOCK

As of June 30, 2003, our authorized capital stock was 520,000,000 shares. Those shares consisted of 20,000,000 shares of preferred stock and 500,000,000 shares of common stock. As of June 30, 2003, 665,000 shares of Preferred Stock were issued to and held by a wholly-owned subsidiary trust and approximately 323.1 million shares of common stock were issued and outstanding. No holder of shares of common stock or preferred stock has any preemptive rights.

Common Stock

Listing

Our outstanding shares of common stock are listed on the New York Stock Exchange under the symbol “D”. Any additional common stock we issue will also be listed on the NYSE.

Dividends

Common shareholders may receive dividends when declared by the Board of Directors. Dividends may be paid in cash, stock or other form. In certain cases, common shareholders may not receive

dividends until we have satisfied our obligations to any preferred shareholders.

Under certain circumstances, the Subordinated Indenture also restricts our ability to pay cash dividends.

Fully Paid

All outstanding shares of common stock are fully paid and non-assessable. Any additional common stock we issue will also be fully paid and non-assessable.

Voting Rights

Each share of common stock is entitled to one vote in the election of directors and other matters. Common shareholders are not entitled to cumulative voting rights.

Other Rights

We will notify common shareholders of any shareholders’ meetings according to applicable law. If we liquidate, dissolve or wind up our business, either voluntarily or not, common shareholders will share equally in the assets remaining after we pay our creditors and preferred shareholders.

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Transfer Agents and Registrars

We, along with Continental Stock Transfer & Trust Company, are transfer agent and registrar. You may contact us at the address listed on page 2 or Continental located at 17 Battery Place, New York, New York 10004.

Preferred Stock

The following description of the terms of the preferred stock sets forth certain general terms and provisions of our authorized preferred stock. If we issue preferred stock, the specific designations and rights will be described in the prospectus supplement and a description will be filed with the SEC.

Our Board of Directors can, without approval of shareholders, issue one or more series of preferred stock. The Board can also determine the number of shares of each series and the rights, preferences and limitations of each series including the dividend rights, voting rights, conversion rights, redemption rights and any liquidation preferences, the number of shares constituting each series and the terms and conditions of issue. In some cases, the issuance of preferred stock could delay a change in control of the Company and make it harder to remove present management. Under certain circumstances, preferred stock could also restrict dividend payments to holders of our common stock.

The preferred stock will, when issued, be fully paid and non-assessable. Unless otherwise specified in the applicable prospectus supplement, the preferred stock will rank on a parity in all respects with any outstanding preferred stock we may have and will have priority over our common stock as to dividends and distributions of assets. Therefore, the rights of any preferred stock that may subsequently be issued may limit the rights of the holders of our common stock and preferred stock.

The transfer agent, registrar, and dividend disbursement agent for a series of preferred stock will be named in a prospectus supplement. The registrar for shares of preferred stock will send notices to shareholders of any meetings at which holders of the preferred stock have the right to elect directors or to vote on any other matter.

VIRGINIA STOCK CORPORATION ACT AND THE ARTICLES AND THE BYLAWS

General

We are a Virginia corporation subject to the Virginia Stock Corporation Act (the Virginia Act). Provisions of the Virginia Act, in addition to provisions of our Articles of Incorporation and Bylaws, address corporate governance issues, including the rights of shareholders. Some of these provisions could hinder management changes while others could have an anti-takeover effect. This anti-takeover effect may, in some circumstances, reduce the control premium that might otherwise be reflected in the value of our common stock. If you are buying this stock as part of a short-term investment strategy, this might be especially important to you.

We have summarized the key provisions below. You should read the actual provisions of our Articles and Bylaws and the Virginia Act that relate to your individual investment strategy.

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Business Combinations

Our Articles require that any merger, share exchange or sale of substantially all of the assets of the Company be approved by a plurality of the shares represented at a meeting where a quorum is present. Abstentions and broker non-votes have the same effect as a vote against the matter.

Article 14 of the Virginia Act contains several provisions relating to transactions with interested shareholders. Interested shareholders are holders of more than 10% of any class of a corporation’s outstanding voting shares. Transactions between a corporation and an interested shareholder are referred to as affiliated transactions. The Virginia Act requires that material affiliated transactions must be approved by at least two-thirds of the shareholders not including the interested shareholder. Affiliated transactions requiring this two-thirds approval include mergers, share exchanges, material dispositions of corporate assets, dissolution or any reclassification of securities or merger of the corporation with any of its subsidiaries which increases the percentage of voting shares owned by an interested shareholder by more than five percent.

For three years following the time that a shareholder becomes an interested shareholder, a Virginia corporation cannot engage in an affiliated transaction with the interested shareholder without approval of two-thirds of the disinterested voting shares, and majority approval of disinterested directors. A disinterested director is a director who was a director on the date on which an interested shareholder became an interested shareholder or was recommended for election or elected by a majority of the disinterested directors then on the board. After three years, the approval of the disinterested directors is no longer required.

The provisions of the Virginia Act relating to affiliated transactions do not apply if a majority of disinterested directors approve the acquisition of shares making a person an interested shareholder.

The Virginia Act permits corporations to opt out of the affiliated transactions provisions. We have not opted out.

The Virginia Act also contains provisions regulating certain control share acquisitions, which are transactions causing the voting strength of any person acquiring beneficial ownership of shares of a public corporation in Virginia to meet or exceed certain threshold voting percentages (20%, 33 ¹/3%, or 50%). Shares acquired in a control share acquisition have no voting rights unless the voting rights are granted by a majority vote of all outstanding shares other than those held by the acquiring person or any officer or employee-director of the corporation. The acquiring person may require that a special meeting of the shareholders be held to consider the grant of voting rights to the shares acquired in the control share acquisition.

Our Bylaws give us the right to redeem the shares purchased by an acquiring person in a control share acquisition. We can do this if the acquiring person fails to deliver a statement to us listing information required by the Virginia Act or if our shareholders vote not to grant voting rights to the acquiring person.

The Virginia Act permits corporations to opt out of the control share acquisition provisions. We have not opted out.

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Directors’ Duties

The standards of conduct for directors of Virginia corporations are listed in Section 13.1-690 of the Virginia Act. Directors must discharge their duties in accordance with their good faith business judgement of the best interests of the corporation. Directors may rely on the advice or acts of others, including officers, employees, attorneys, accountants and board committees if they have a good faith belief in their competence. Directors’ actions are not subject to a reasonableness or prudent person standard. Virginia’s federal and state courts have focused on the process involved with directors’ decision-making and are generally supportive of directors if they have based their decision on an informed process. These elements of Virginia law could make it more difficult to take over a Virginia corporation than corporations in other states.

Board of Directors

Members of our Board of Directors serve one-year terms and are elected annually. Directors may be removed from office for cause by the vote of two-thirds of the outstanding shares entitled to vote.

Shareholder Proposals and Director Nominations

Our shareholders can submit shareholder proposals and nominate candidates for the Board of Directors if the shareholders follow advance notice procedures described in our Bylaws.

To nominate directors, shareholders must submit a written notice to our corporate secretary at least 60 days before a scheduled meeting. The notice must include the name and address of the shareholder and of the nominee, a description of any arrangements between the shareholder and the nominee, information about the nominee required by the SEC, the written consent of the nominee to serve as a director and other information.

Shareholder proposals must be submitted to our corporate secretary at least 90 days before the first anniversary of the date of our last annual meeting. The notice must include a description of the proposal, the reasons for presenting the proposal at the annual meeting, the text of any resolutions to be presented, the shareholder’s name and address and number of shares held and any material interest of the shareholder in the proposal.

Director nominations and shareholder proposals that are late or that do not include all required information may be rejected. This could prevent shareholders from bringing certain matters before an annual or special meeting, including making nominations for directors.

Meetings of Shareholders

Under our Bylaws, meetings of the shareholders may be called only by the chairman of the board, the vice chairman, the president or a majority of the Board of Directors. This provision could have the effect of delaying until the next annual shareholders’ meeting shareholder actions which are favored by the holders of a majority of our outstanding voting securities, because such holders would be able to take action as shareholders, such as electing new directors or approving a merger, only at a duly called shareholders’ meeting.

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Amendment of Articles

Generally, our Articles may be amended by a plurality of the shares represented at a meeting where a quorum is present. Some provisions of the Articles, however, may only be amended or repealed by a vote of at least two-thirds of the outstanding shares entitled to vote.

Indemnification

We indemnify our officers and directors to the fullest extent permitted under Virginia law against all liabilities incurred in connection with their service to us.

Limitation of Liability

Our Articles provide that our directors and officers will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors or officers, unless they violated their duty of loyalty to us or our shareholders, acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper personal benefit from their action as directors or officers. This provision applies only to claims against directors or officers arising out of their role as directors or officers and not in any other capacity. Directors and officers remain liable for violations of the federal securities laws and we retain the right to pursue legal remedies other than monetary damages, such as an injunction or rescission for breach of the officer’s or director’s duty of care.

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of common stock at a future date or dates, which we refer to in this prospectus as stock purchase contracts. The price per share of common stock and the number of shares of common stock may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts. The stock purchase contracts may be issued separately or as part of units consisting of a stock purchase contract and beneficial interests in debt securities, trust preferred securities, preferred stock or debt obligations of third parties, including U.S.

treasury securities or obligations of our subsidiaries, securing the holders’ obligations to purchase the common stock under the stock purchase contracts, which we refer to in this prospectus as stock purchase units. The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase units or vice versa, and these payments may be unsecured or refunded on some basis. The stock purchase contracts may require holders to secure their obligations under those contracts in a specified manner.

The applicable prospectus supplement will describe the terms of the stock purchase contracts or stock purchase units, including, if applicable, collateral or depositary arrangements, relating to the stock purchase contracts or stock purchase units.

As of June 30, 2003 we had 14,850,000 stock purchase units outstanding. Of that total, 8,250,000 stock purchase units trade on the NYSE under the symbol “DCP”, and 6,600,000 stock purchase units trade on the NYSE under the symbol “D PrU.” The units trading under the symbol “DCP” obligate

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holders to purchase up to 8,088,300 shares of our common stock from us by November 16, 2004. The units trading under the symbol “D PrU” obligate holders to purchase up to 5,518,260 shares of our common stock from us by May 15, 2006.

PLAN OF DISTRIBUTION

We may sell the offered securities (a) through agents; (b) through underwriters or dealers; or (c) directly to one or more purchasers.

By Agents

Offered securities may be sold through agents that we designate. The agents agree to use their reasonable best efforts to solicit purchases for the period of their appointment. 

By Underwriters

If underwriters are used in the sale, the offered securities will be acquired by the underwriters for their own account. The underwriters may resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters will be obligated to purchase all of the securities of the series offered if any of the securities are purchased. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.

Direct Sales

We may also sell offered securities directly. This may include sales of our common stock to holders of our stock purchase units. In this case, no underwriters or agents would be involved.

General Information

Underwriters, dealers and agents that participate in the distribution of the offered securities may be underwriters as defined in the Securities Act of 1933 (the Act), and any discounts or commissions received by them from us and any profit on the resale of the offered securities by them may be treated as underwriting discounts and commissions under the Act. Any underwriters or agents will be identified and their compensation described in a prospectus supplement.

We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Act, or to contribute with respect to payments which the underwriters, dealers or agents may be required to make.

Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our subsidiaries in the ordinary course of their businesses.

LEGAL OPINIONS

McGuireWoods LLP, counsel to the Company, will issue an opinion about the legality of the offered securities for us. As of June 30, 2003, partners of McGuireWoods LLP own less than one-half of one percent of our common stock. Certain matters relating to the formation of the Trust and the issuance of the Trust Preferred Securities under Delaware law and the Trust Agreements will be passed upon by Richards, Layton & Finger P.A., special Delaware counsel to the Trust and the Company. Any underwriters will be advised

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about other issues relating to any offering by their own legal counsel.

EXPERTS

The financial statements and the related financial statement schedules incorporated in this prospectus by reference from the Company’s Current Report on Form 8-K filed May 9, 2003, for the year ended December 31, 2002, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated herein by reference, (which reports expressed an unqualified opinion and included an explanatory paragraph as to changes in accounting principle for: goodwill and other intangible assets in 2002, derivative instruments and hedging activities in 2001, and method of accounting used to develop the market-related value of pension plan assets in 2000), and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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This information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and has not been declared effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion dated July 3, 2003

PROSPECTUS SUPPLEMENT

(To Prospectus dated                 , 2003)

U.S. $3,000,000,000

Dominion Resources, Inc.

Medium-Term Notes, Series B

We plan to use this prospectus supplement to offer medium-term notes from time to time. We will provide final terms for each Note in a pricing supplement. The following terms may apply to the Notes:

•   Maturities of 9 months or more from
date of issue •   Redemption and/or repayment
provisions, that may be mandatory or
at our option or the noteholders’
option •   Payments in U.S. dollars or one or
more foreign currencies •   Minimum denominations of $25 or
$1,000 in U.S. dollars or equivalent
amounts in foreign currencies •   Interest at fixed or floating rates. The
floating interest rate may be based on
one or more of the following indices: •   CD rate                        •    Prime rate •   LIBOR                         •    Treasury rate •   Federal funds rate     •    CMT rate •   Commercial paper rate •   Interest payments on fixed rate Notes on
a semi-annual basis •   Interest payments on floating rate Notes
on a monthly, quarterly, semi-annual or annual basis

Investing in the Notes involves certain risks. See RISK FACTORS beginning on page S-5.

	Public Offering Price	Agents’ Discounts And Commissions (1)	Proceeds to Dominion
Per Note	100%	0.125%-0.750%	99.250%-99.875%
Total(2)	U.S.$3,000,000,000	U.S.$3,750,000–U.S.$22,500,000	U.S.$2,977,500.000–U.S.$2,996,250,000

(1) Or as agreed, in the case of Notes with a maturity of more than 30 years.

(2) Or the equivalent in one or more foreign or composite currencies.

We may offer the Notes through agents who solicit offers to purchase the Notes and receive a commission based on the principal amount of the Notes offered, to agents who purchase the Notes as principal for resale at varying or fixed offering prices and receive a negotiated commission, or directly to investors.

From time to time we may sell other securities described in the accompanying base prospectus, and the amount of Notes offered hereby will be reduced as a result of these sales.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or any applicable pricing or prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

[Insert Agents]

The date of this Prospectus Supplement is                 , 2003

ABOUT THIS PROSPECTUS SUPPLEMENT AND PRICING SUPPLEMENTS

This prospectus supplement is part of a registration statement that we have filed with the Securities and Exchange Commission (SEC) utilizing a “shelf” registration process. Under this shelf process, we may sell up to a total of $3.0 billion of securities, including medium-term notes (Notes). The Notes will be sold in one or more offerings using this prospectus supplement, the accompanying base prospectus and future pricing supplements. From time to time we may sell other securities described in the accompanying base prospectus, and the amount of Notes offered hereby will be reduced as a result of these sales.

This prospectus supplement provides you with a general description of the Notes we may offer. The accompanying base prospectus provides more general information about securities we may offer from time to time, some of which does not apply to the Notes we may offer. Generally, when we refer to the prospectus, we are referring to both this prospectus supplement and the base prospectus. Each time we sell Notes, we will provide a pricing supplement that will contain specific information about the terms of that offering and the Notes offered by us in that offering. The pricing supplement may also add, update or change information in this prospectus supplement. You should read the accompanying base prospectus, this prospectus supplement and any pricing supplement together with additional information described under the heading WHERE YOU CAN FIND MORE INFORMATION.

You should rely only on the information contained in this document or to which this document refers you. We have not, and the agents have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate as of the date of this document. Our business, financial condition, results of operations and prospects may have changed since that date.

In this prospectus supplement, the words “Dominion,” “Company,” “we,” “our” and “us” refer to Dominion Resources, Inc., a Virginia corporation, and its subsidiaries and predecessors.

TABLE OF CONTENTS

Prospectus Supplement

	Page
Where You Can Find More Information	S-3
Forward-Looking Information	S-3
Important Information for Non-U.S. Residents	S-4
Important Currency Information	S-4
Risk Factors	S-5
Dominion	S-7
Use of Proceeds	S-8
Ratio of Earnings to Fixed Charges	S-8
Description of the Notes	S-9
General	S-9
Ranking	S-10
Interest	S-11
Purchase Price; Registered Form; Minimum Denomination	S-25
Redemption or Conversion	S-26
Repayment at the Option of the Holder; Repurchases by the Company	S-26
Payment of Principal, Premium and Interest	S-27
Book-Entry Notes	S-28
The Trustee	S-32
Listing	S-32
Limitations on Liens	S-32
Special Provisions Relating to Notes Denominated in a Specified Currency other than U.S. Dollars	S-33
Certain United States Federal Income Tax Considerations	S-36
Plan of Distribution	S-46
Legal Opinions	S-48

Prospectus

	Page
About This Prospectus	2
Where You Can Find More Information	2
Dominion	3
The Trust	4
Use of Proceeds	4
Ratio of Earnings to Fixed Charges	5
Description of Debt Securities	5
Additional Terms of the Senior Debt Securities	13
Additional Terms of the Junior Subordinated Debentures	14
Description of the Trust Preferred Securities	16
Description of the Guarantee	27
Agreement as to Expenses and Liabilities	30
Relationship Among the Trust Preferred Securities, the Guarantee and the Junior Subordinated Debentures Held by the Trust	30
Description of Capital Stock	31
Virginia Stock Corporation Act and the Articles and the Bylaws	32
Description of Stock Purchase Contracts and Stock Purchase Units	35
Plan of Distribution	36
Legal Opinions	36
Experts	37

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. You may also read and copy these documents at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement and later information that we file with the SEC will automatically update or supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), until such time as all of the securities covered by this prospectus supplement have been sold:

• Annual Report on Form 10-K for the year ended December 31, 2002, which should be read along with our Current Report on Form 8-K filed May 9, 2003 providing certain financial information that has been reformatted to reflect the transfer of our electric transmission operations to the Dominion Energy segment from the Dominion Delivery segment effective January 1, 2003;

• Quarterly Report on Form 10-Q for the quarter ended March 31, 2003; and

• Current Reports on Form 8-K, filed January 23, 2003, February 11, 2003, March 4, 2003, May 9, 2003 and May 21, 2003.

You may request a copy of these filings, at no cost, by writing or telephoning us at: Corporate Secretary, Dominion Resources, Inc., 120 Tredegar Street, Richmond, Virginia 23219, Telephone (804) 819-2000.

You should not assume that the information in this prospectus supplement and any future pricing supplement is accurate as of any date other than the date on the front of those documents regardless of the time you receive them. Additional updating information with respect to the matters discussed in this prospectus supplement and any pricing supplement may be provided in the future by means of appendices or supplements including future pricing supplements and documents incorporated by reference.

FORWARD-LOOKING INFORMATION

We have included certain information in this prospectus supplement which is “forward-looking information” as defined by the Private Securities Litigation Reform Act of 1995. Examples include discussions as to our expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed in this prospectus supplement. This information, by its nature, involves estimates, projections, forecasts and uncertainties that could cause actual results or outcomes to differ substantially from those expressed in the forward-looking statements.

Our business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect

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actual results and are often beyond our ability to control. We have identified a number of these factors in our most recent Quarterly Report on Form 10-Q, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Factors and Cautionary Statements That May Affect Future Results”, which is incorporated by reference in this prospectus supplement and we refer you to that report for further information. The factors include weather conditions; governmental regulations; cost of environmental compliance; inherent risk in the operation of nuclear facilities; fluctuations in energy- related commodities prices and the effect these could have on our earnings, liquidity position and the underlying value of our assets; trading counterparty credit risk; capital market conditions, including price risk due to marketable securities held as investments in trusts and benefit plans; fluctuations in interest rates; changes in rating agency requirements or ratings; changes in accounting standards; the risks of operating businesses in regulated industries that are in the process of becoming deregulated; the transfer of control over electric transmission facilities to a regional transmission organization; completing the divestiture of Dominion Capital, Inc. and CNG International; collective bargaining agreements and labor negotiations; and political and economic conditions (including inflation rates). Although we strive to mitigate market risk through our risk management activities, changes in commodity prices can have an adverse impact on our earnings and asset values.

IMPORTANT INFORMATION FOR NON-U.S. RESIDENTS

The information set forth in this prospectus supplement and any pricing supplement is directed to prospective purchasers who are U.S. residents, and we disclaim any responsibility to advise prospective purchasers who are residents of countries other than the United States with respect to any matters that may affect the purchase, holding or receipt of payments of principal, any premium and interest on the Notes. Non-U.S. residents should consult their own financial and legal advisers with regard to these matters.

IMPORTANT CURRENCY INFORMATION

Purchasers are required to pay for the Notes in U.S. dollars, or in other currencies, including composite currencies, as may be specified in the applicable pricing supplement (the Specified Currency), and payments of principal, any premium and interest on the Notes will also be made in U.S. dollars, unless the applicable pricing supplement provides that payments will be made in a Specified Currency. Currently, there are limited facilities in the United States for the conversion of U.S. dollars into the Specified Currencies and vice versa. Most banks do not currently offer non-U.S. dollar denominated checking or savings account facilities in the United States. Accordingly, unless otherwise specified in the applicable pricing supplement or unless alternative arrangements are made, payment of principal, any premium and interest made in a Specified Currency other than U.S. dollars will be made to an account at a bank outside of the United States. See DESCRIPTION OF THE NOTES and SPECIAL PROVISIONS RELATING TO NOTES DENOMINATED IN A SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS.

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RISK FACTORS

Our business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our control. We have identified a number of these factors in our most recent periodic report filed with the SEC for the quarter ended March 31, 2003 under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Factors and Cautionary Statements That May Affect Future Results,” which is specifically incorporated by reference into this prospectus supplement. We may include additional risk factors in future filings with the SEC, including quarterly and annual reports.

Your investment in the Notes involves certain risks. In consultation with your own financial and legal advisers, you should carefully consider, among other matters, the following discussion of risks before deciding whether an investment in the Notes is suitable for you. Notes are not an appropriate investment for you if you do not understand their significant features and do not know if you can bear all of the investment risk that your Notes involve.

Notes Indexed to Interest Rate, Currency or Other Indices or Formulas May Have Risks Not Associated With a Conventional Debt Security

If you invest in Notes indexed to one or more interest rate, currency or other indices or formulas, you will be subject to significant risks not associated with a conventional fixed rate or floating rate debt security. These risks include fluctuation of the particular indices or formulas and the possibility that you will receive a lower, or no, amount of principal, premium or interest and at different times than you expected. We have no control over a number of matters, including economic, financial and political events, that are important in determining the existence, magnitude and longevity of these risks and their results. In addition, if an index or formula used to determine any amounts payable in respect of the Notes contains a multiplier or leverage factor, the effect of any change in the particular index or formula will be magnified. In recent years, values of certain indices and formulas have been volatile and volatility in those and other indices and formulas may be expected in the future. However, past experience is not necessarily indicative of what may occur in the future.

Redemption May Adversely Affect Your Return on the Notes

If your Notes are redeemable at our option, we may choose to redeem your Notes at times when prevailing interest rates are relatively low. In addition, if your Notes are subject to mandatory redemption, we may be required to redeem your Notes at times when prevailing interest rates are relatively low. As a result, you generally will not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on your Notes being redeemed.

There May Not Be Any Trading Market for Your Notes; Many Factors Affect the Trading and Market Value of Your Notes

Upon issuance, your Notes will not have an established trading market. We cannot assure you a trading market for your Notes will ever develop or be maintained if developed. In addition to our creditworthiness, many factors affect the trading market for, and trading value of, your Notes. These factors include:

• the complexity and volatility of the index or formula applicable to your Notes,

S-5

• the method of calculating the principal, premium and interest in respect of your Notes,

• the time remaining to the maturity of your Notes,

• the outstanding amount of Notes,

• any redemption features of your Notes,

• the amount of other debt securities linked to the index or formula applicable to your Notes, and

• the level, direction and volatility of market interest rates generally.

There may be a limited number of buyers when you decide to sell your Notes. This may affect the price you receive for your Notes or your ability to sell your Notes at all. In addition, Notes that are designed for specific investment objectives or strategies often experience a more limited trading market and more price volatility than those not so designed.

Foreign Currency Notes Are Subject to Exchange Rate and Exchange Control Risks

If you invest in Notes that are denominated and/or payable in a Specified Currency other than U.S. dollars (Foreign Currency Notes), you will be subject to significant risks not associated with an investment in a debt security denominated and payable in U.S. dollars, including the possibility of material changes in the exchange rate between U.S. dollars and the applicable foreign currency and the imposition or modification of exchange controls by the applicable governments. We have no control over the factors that generally affect these risks, including economic, financial and political events and the supply and demand for the applicable currencies. Moreover, if payments on your Foreign Currency Notes are determined by reference to a formula containing a multiplier or leverage factor, the effect of any change in the exchange rates between the applicable currencies will be magnified. In recent years, exchange rates between certain currencies have been highly volatile and volatility between these currencies or with other currencies may be expected in the future. Fluctuations between currencies in the past are not necessarily indicative, however, of fluctuations that may occur in the future. Depreciation of your payment currency would result in a decrease in the U.S. dollar equivalent yield of your Foreign Currency Notes, in the U.S. dollar equivalent value of the principal and any premium payable at maturity or any earlier redemption of your Foreign Currency Notes and, generally, in the U.S. dollar equivalent market value of your Foreign Currency Notes.

Governmental exchange controls could affect exchange rates and the availability of the payment currency for your Foreign Currency Notes on a required payment date. Even if there are no exchange controls, it is possible that your payment currency will not be available on a required payment date as a result of circumstances beyond our control. In these cases, we will be allowed to satisfy our obligations in respect of your Foreign Currency Notes in U.S. dollars.

Our Credit Ratings May Not Reflect All Risks of an Investment in the Notes

The credit ratings of our medium-term note program may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or trading value of, your Notes. In addition,

S-6

real or anticipated changes in our credit ratings will generally affect any trading market for, or trading value of, your Notes.

DOMINION

Dominion is a fully integrated gas and electric energy holding company headquartered in Richmond, Virginia. As of March 31, 2003, we had approximately $42.3 billion in assets.

Our primary operating segments are:

Dominion Energy—Dominion Energy manages our 24,000 megawatt portfolio of electric power generation assets, our 7,900 miles of gas transmission pipeline, our 6,000 miles of electric transmission lines and an approximately 960 billion cubic foot natural gas storage network. It also guides our generation growth strategy and our commodity trading, marketing and risk management activities. We currently operate generation facilities in Connecticut, Indiana, Illinois, North Carolina, Ohio, Pennsylvania, Virginia and West Virginia. Dominion Energy also manages our Cove Point, Maryland liquefied natural gas facility.

Dominion Delivery—Dominion Delivery manages our local electric and gas distribution systems serving 3.8 million customers and our customer service operations. We currently operate distribution systems in Virginia, West Virginia, North Carolina, Pennsylvania and Ohio. Dominion Delivery also includes our managing equity interest in Dominion Fiber Ventures, LLC, which owns Dominion Telecom with its 16,900 route-mile fiber optic network (including 6,700 route miles of lit fiber) and related telecommunications and advanced data services located principally in the eastern half of the United States.

Dominion Exploration & Production—Dominion Exploration & Production manages our onshore and offshore oil and gas exploration and production activities. With approximately 6.1 trillion cubic feet of proved natural gas equivalent reserves and 450 billion cubic feet of annual production, Dominion Exploration & Production is one of the nation’s largest independent oil and gas operators. We operate on the outer continental shelf and deep water areas of the Gulf of Mexico, western Canada, the Appalachian Basin, the Permian Basin, the Mid-Continent Region and other selected regions in the continental United States.

Principal Subsidiaries

Dominion’s principal direct legal subsidiaries include Virginia Electric and Power Company (Dominion Virginia Power), a regulated public utility that generates, transmits and distributes power for sale in Virginia and northeastern North Carolina, Consolidated Natural Gas Company (CNG), a producer, transporter, distributor and retail marketer of natural gas serving customers in Pennsylvania, Ohio, West Virginia, New York, and other states and various cities in the Northeast and Mid-Atlantic and Dominion Energy, Inc., an independent power and natural gas and oil exploration and production company.

Other

Because of the changes our industry is undergoing, we continue to encounter opportunities for acquisitions of assets and business combinations that would be consistent with our strategic principles. We regularly investigate any opportunities we learn about that may increase shareholder value or build on our existing asset platform. We often participate in bidding and negotiating processes for those transactions.

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Any acquisitions or combinations of this type will likely require us to access external financing sources or issue additional equity. Additionally, recent capital conditions in our industry have weakened some of our competitors and may require some of our competitors to divest assets, which may increase acquisition opportunities for us.

Dominion’s address and telephone number are 120 Tredegar Street, Richmond, Virginia 23219, telephone (804) 819-2000.

For additional information about us, see WHERE YOU CAN FIND MORE INFORMATION on page S-3.

USE OF PROCEEDS

The proceeds from the sale of the Notes will be used to meet a portion of the general capital requirements of the Company and for the refinancing of other outstanding debt. The refinancing of debt may include a portion of our commercial paper.

RATIO OF EARNINGS TO FIXED CHARGES

For purposes of this ratio, earnings are determined by adding distributed income of

equity investees and fixed charges (excluding interest capitalized) to income before income taxes and minority interest after eliminating the equity in earnings or losses of equity investees. These earnings are then divided by total fixed charges. Fixed charges consist of interest charges (without reduction for Allowance for Funds Used During Construction) on long-term and short-term debt, interest capitalized, the portion of rental expense that is representative of the interest factor and preferred stock dividends of consolidated subsidiaries (grossed-up by a factor of pre-tax net income divided by net income).

The ratio of earnings to fixed charges for each of the periods indicated is as follows:

Twelve Months Ended March 31, 20031	Twelve Months Ended December 31,
	2002	20012	20003	1999	1998
2.90	2.82	1.82	1.56	2.35	2.28

¹ Earnings for the twelve months ended March 31, 2003 include a $30 million write-down of Dominion Capital, Inc. assets, $21 million for severance costs related to workforce reductions and $84 million related to the cost of refinancings and impairments at Dominion Fiber Ventures, LLC. Excluding these items from the calculation would result in a higher ratio of earnings to fixed charges for the twelve months ended March 31, 2003.

² Earnings for the twelve months ended December 31, 2001 include $220 million related to the cost of the buyout of power purchase contracts and non-utility generating plants previously serving the company under long-term contracts, a $40 million loss associated with the divestiture of Saxon Capital Inc., a $281 million write-down of Dominion Capital, Inc. assets, $151 million charge associated with Dominion’s estimated Enron-related exposure, and $105 million associated with a senior management restructuring initiative and related costs. Excluding these items from the calculation above would result in a higher ratio of earnings to fixed charges for the twelve months ended December 31, 2001.

³ Earnings for the twelve months ended December 31, 2000 include $579 million in restructuring and other acquisition-related costs resulting from the CNG acquisition and a write-down at Dominion Capital, Inc. Excluding these items from the calculation above would result in a higher ratio of earnings to fixed charges for the twelve months ended December 31, 2000.

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DESCRIPTION OF THE NOTES

Set forth below is a description of the specific terms of the Notes. This description supplements, and should be read together with, the description of the general terms and provisions of the Senior Debt Securities set forth in the accompanying base prospectus under the captions DESCRIPTION OF DEBT SECURITIES and ADDITIONAL TERMS OF SENIOR DEBT SECURITIES. The following description does not purport to be complete and is subject to, and is qualified in its entirety by reference to the Senior Indenture and the supplemental indenture pertaining to the Notes. Capitalized terms used in this DESCRIPTION OF THE NOTES that are not defined in this prospectus supplement have the meanings given to them in the Senior Indenture or the supplemental indenture.

General

The Notes will be issued under our Indenture, dated as of June 1, 2000, as supplemented by a Fourteenth Supplemental Indenture, dated as of             , 2003 (as further amended or modified from time to time, the Senior Indenture) between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (the Trustee). There is no limitation on the aggregate principal amount of Notes that we may issue. Also, we may, without the consent of the holders of Notes, issue additional Notes having the same ranking and the same interest rate, maturity and other terms as any tranche of Notes. Any additional Notes having such similar terms, together with the Notes, will constitute a single series of Notes under the Senior Indenture.

The terms and conditions set forth in this prospectus supplement will apply to each Note unless otherwise specified herein or in the applicable pricing supplement and in the Note. The Notes will likely be issued in book-entry form and will constitute a series of Debt Securities issued under the Senior Indenture. Notes issued in book-entry form will be represented by certificates deposited with, or on behalf of, The Depository Trust Company (the Depositary) and registered in the name of the Depositary’s nominee (Book-Entry Notes). Any Notes issued in certificated form will be represented by certificates delivered to the purchasers designated by the Agents named under the heading PLAN OF DISTRIBUTION.

The Notes will be offered on a continuing basis and each Note will be due nine months or more from its date of issue, as selected by the purchaser and agreed to by the Company prior to the issuance thereof (the fixed date on which a Note is due is referred to as the Stated Maturity Date). Maturity Date means the date on which the principal amount of a Note is due, whether at the Stated Maturity Date, or the date of earlier redemption or repayment.

Interest rates offered by the Company with respect to the Notes may differ depending upon, among other things, the aggregate principal amount of the Notes purchased in any single transaction.

References to U.S. dollars, U.S. $, dollars or $ in this prospectus or any supplement hereto are to the legal currency of the United States of America.

The pricing supplement for each Note will state the following:

• the principal amount of the Note;

• the Specified Currency in which the Note is denominated (or, if the currency is no

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longer legal tender for the payment of public and private debts in the country issuing the applicable currency or, in the case of the euro, in the member states of the European Union that have adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union, the currency which is then legal tender) and if the Note is denominated in a Specified Currency other than U.S. dollars, the pricing supplement will include information relative to the Specified Currency;

• the date on which the Note will be issued;

• the Stated Maturity Date of the Note;

• the Fixed Rate if a Fixed Rate Note or, if a Floating Rate Note, the Base Rate at which the Note will bear interest (including the Spread and/or Spread Multiplier (each as defined below) applicable thereto and any Minimum and/ or Maximum Interest Rates (each as defined below) applicable thereto);

• the specified Interest Payment Dates;

• the redemption terms, if any, of the Note;

• the repayment terms, if any, of the Note; and

• additional terms (if any) applicable to the Note.

As used herein, Business Day means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banking institutions are authorized or required by law, regulation or executive order to close in New York City provided, however, that, with respect to Notes the payment of which is to be made in a Specified Currency other than U.S. dollars, that day is also not a day on which commercial banking institutions are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as defined below) of the country issuing the Specified Currency (or, in the case of the euro, is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open); provided, further that, with respect to Notes as to which LIBOR is an applicable Base Rate, the day is also a London Business Day (as defined below).

London Business Day means any day on which commercial banks are open for business (including for dealings in the Index Currency) in London.

Principal Financial Center will generally be the capital city of the country issuing the Specific Currency, or to which the Index Currency relates, except that with respect to United States dollars, Swiss francs, Australian dollars, Canadian dollars and South African rand, the Principal Financial Center will be New York City, Zurich, Sydney, Toronto and Johannesburg, respectively.

Ranking

The Notes will be our direct, unsecured and unsubordinated obligations, ranking equally with all of our other senior unsecured indebtedness and will rank senior in right of payment to all our subordinated indebtedness. The Notes will be effectively subordinated to our secured debt, if any.

Because we are a holding company and conduct all of our operations through our subsidiaries, our ability to meet our obligations under the Notes is dependent on the earnings and cash flows of those subsidiaries and the ability of those

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subsidiaries to pay dividends or to advance or repay funds to us. Holders of Notes will generally have a junior position to claims of creditors of our subsidiaries, including trade creditors, debtholders, secured creditors, taxing authorities, guarantee holders and any preferred stockholders. As of March 31, 2003, Dominion Virginia Power had approximately 2.59 million issued and outstanding shares of preferred stock with an aggregate liquidation preference of $259 million. In addition to trade debt, most of our operating subsidiaries have ongoing corporate debt programs used to finance their business activities. As of March 31, 2003, our subsidiaries had approximately $8.7 billion of outstanding long-term debt (including securities due within one year).

The Senior Indenture contains no restrictions on the amount of additional indebtedness that we may incur.

Interest

General

Unless otherwise specified in the applicable pricing supplement, each Note will bear interest from its date of issue at the rate per annum, in the case of a Fixed Rate Note, or under the interest rate formula, in the case of a Floating Rate Note, Floating Rate/Fixed Rate Note, or Inverse Floating Rate Note, in each case as specified in the applicable pricing supplement, until the principal thereof is paid or duly made available for payment. Interest payments in respect of the Notes will equal the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment (or from and including the date of issue, if no interest has been paid with respect to the applicable Note) to but excluding the related Interest Payment Date or the Maturity Date.

Interest will be payable in arrears on each Interest Payment Date specified in the applicable pricing supplement on which an installment of interest is due and payable and on the Maturity Date. Unless otherwise specified in the applicable pricing supplement, the first payment of interest on any Note originally issued between a Record Date (as defined below) and the related Interest Payment Date or on an Interest Payment Date will be made on the Interest Payment Date immediately following the next succeeding Record Date to the Holder on the next succeeding Record Date.

So long as the Notes remain in book-entry only form, the record date for each Interest Payment Date will be the close of business on the immediately preceding business day. In the event the Notes are not in book-entry only form, the record date for each Interest Payment Date will be the close of business on the 15th calendar day prior to the applicable Interest Payment Date (whether or not a Business Day).

Fixed Rate Notes

Unless otherwise specified in the applicable pricing supplement, the Interest Payment Dates for the Fixed Rate Notes will be May 1 and November 1 of each year. Unless otherwise specified in the applicable pricing supplement, interest on Fixed Rate Notes will be computed on the basis of a 360-day year of twelve 30-day months.

If any Interest Payment Date or the Maturity Date of a Fixed Rate Note falls on a day that is not a Business Day, the required payment of principal, any premium and interest will be made on the next succeeding Business Day as if made on the

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date the payment was due, and no interest will accrue on the payment for the period from and after the Interest Payment Date or the Maturity Date, as the case may be, to the date of the payment on the next succeeding Business Day.

Floating Rate Notes

Each Floating Rate Note will bear interest from the date of issuance until the principal thereof is paid or made available for payment at a rate determined by reference to an interest rate basis or formula based on the Index Maturity (the Base Rate), which may be adjusted by a Spread and/or Spread Multiplier (each as defined below). The applicable pricing supplement will designate one or more of the following Base Rates as applicable to each Floating Rate Note:

• the CD Rate (a CD Rate Note),

• the Commercial Paper Rate (a Commercial Paper Rate Note),

• the Federal Funds Rate (a Federal Funds Rate Note),

• LIBOR (a LIBOR Note),

• the Prime Rate (a Prime Rate Note),

• the Treasury Rate (a Treasury Rate Note),

• the CMT Rate (a CMT Rate Note), or

• some other Base Rate or interest rate formula as is set forth in the pricing supplement and in the Floating Rate Note.

The Index Maturity for any Floating Rate Note is the period to maturity of the instrument or obligation from which the Base Rate is calculated and will be specified in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, the interest rate on each Floating Rate Note will be calculated by reference to the specified Base Rate (i) plus or minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier, if any. The Spread is the number of basis points (one one-hundredth of a percentage point) specified in the applicable pricing supplement to be added to or subtracted from the Base Rate for the Floating Rate Note, and the Spread Multiplier is the percentage specified in the applicable pricing supplement to be applied to the Base Rate for the Floating Rate Note.

As specified in the applicable pricing supplement, a Floating Rate Note may also have either or both of the following: (i) a maximum limitation, or ceiling, on the rate of interest which may accrue during any interest period (Maximum Interest Rate); and (ii) a minimum limitation, or floor, on the rate of interest which may accrue during any interest period (Minimum Interest Rate). In addition to any Maximum Interest Rate that may be applicable to any Floating Rate Note pursuant to the above provisions, the interest rate on a Floating Rate Note will in no event be higher than the maximum rate from time to time permitted by New York law, as the rate may be modified by United States law of general application.

Unless otherwise specified in the applicable pricing supplement, the rate of interest on each Floating Rate Note will be reset daily, weekly, monthly, quarterly, semiannually or annually (that period being the Interest Reset Period for the Note, and the first day of each Interest Reset Period being an Interest Reset Date), as specified in the applicable pricing supplement. Unless otherwise specified in the pricing supplement, the Interest Reset Date will be, in the case of Floating Rate Notes which reset:

• daily, on each Business Day;

• weekly, on the Wednesday of each week (other than Treasury Rate Notes which

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reset the Tuesday of each week, unless otherwise provided below);

• monthly, on the third Wednesday of each month;

• quarterly, on the third Wednesday of March, June, September and December;

• semiannually, on the third Wednesday of two months of each year, as specified in the applicable pricing supplement; and

• annually, on the third Wednesday of one month of each year, as specified in the applicable pricing supplement;

provided, however, that the interest rate in effect from the date of issue to the first Interest Reset Date with respect to a Floating Rate Note will be the initial interest rate set forth in the applicable pricing supplement (the Initial Interest Rate). If any Interest Reset Date for any Floating Rate Note would otherwise be a day that is not a Business Day, the Interest Reset Date will be postponed to the next succeeding Business Day, except that in the case of a LIBOR Note, if the next succeeding Business Day is in the next succeeding calendar month, the Interest Reset Date will be the immediately preceding Business Day.

With respect to Floating Rate/Fixed Rate Notes (as defined below), the rate of interest thereon will not reset after the particular fixed rate commencement date, as set forth in the pricing supplement.

Except as provided below, unless otherwise specified in the applicable pricing supplement, the date on which interest on Floating Rate Notes will be payable is, in the case of Floating Rate Notes which reset:

• daily, weekly or monthly, on the third Wednesday of each month, as specified in the applicable pricing supplement;

• quarterly, on the third Wednesday of March, June, September and December;

• semiannually, on the third Wednesday of the two months specified in the applicable pricing supplement; and

• annually, on the third Wednesday of the month specified in the applicable pricing supplement.

If any Interest Payment Date for any Floating Rate Note would fall on a day that is not a Business Day with respect to that Floating Rate Note, the Interest Payment Date will be postponed to the following day that is a Business Day with respect to that Floating Rate Note, except that, in the case of a LIBOR Note, if the following Business Day is in the next succeeding calendar month, the Interest Payment Date will be the immediately preceding day that is a Business Day with respect to the LIBOR Note. If the Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day, and no interest on the payment will accrue for the period from and after the Maturity Date.

With respect to a Floating Rate Note, accrued interest will be calculated by multiplying the principal amount of the Floating Rate Note by an accrued interest factor. The accrued interest factor will be computed by adding the interest factors calculated for each day in the period for which interest is being accrued. Unless otherwise specified in the applicable pricing supplement, the interest factor for each day in the interest period is computed by dividing the interest rate applicable to the day by 360, in the case of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes (except for

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LIBOR Notes denominated in pounds sterling) and Prime Rate Notes, by 365, in the case of LIBOR Notes denominated in pounds sterling, or by the actual number of days in the year, in the case of Treasury Rate Notes and CMT Rate Notes. All percentages used in or resulting from any calculation of the rate of interest on a Floating Rate Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all amounts used in or resulting from that calculation on Floating Rate Notes will be rounded, in the case of U.S. dollars, to the nearest cent or, in the case of a foreign currency, to the nearest unit (with one-half cent or unit being rounded upwards). The interest rate in effect on any Interest Reset Date will be the applicable rate as reset on that date. The interest rate applicable to any other day is the interest rate from the immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate).

Unless otherwise stated in the applicable pricing supplement, the calculation agent (the Calculation Agent) with respect to any issue of Floating Rate Notes will be JPMorgan Chase Bank. Upon the request of the holder of any Floating Rate Note, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next Interest Reset Date with respect to that Floating Rate Note.

The Interest Determination Date pertaining to an Interest Reset Date for Commercial Paper Rate Notes, Federal Funds Rate Notes and Prime Rate Notes will be the Business Day immediately preceding the related Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for CD Rate Notes and CMT Rate Notes will be the second Business Day next preceding that Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for a LIBOR Note will be the second London Business Day immediately preceding that Interest Reset Date, unless the Index Currency (as defined below) is British pounds sterling, in which case the Interest Determination Date will be the applicable Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note will be the day of the week in which that Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the immediately following Tuesday, but the auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is held on the preceding Friday, that Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week.

Unless otherwise specified in the applicable pricing supplement, the Calculation Date, where applicable, pertaining to an Interest Determination Date will be the earlier of (i) the tenth calendar day after that Interest Determination Date, or, if that day is not a Business Day, the next succeeding Business Day, or (ii) the Business Day preceding the applicable Interest Payment Date or Maturity Date, as the case may be.

Floating Rate/Fixed Rate Notes

If a Floating Rate Note is designated as a “Floating Rate/Fixed Rate Note”, the particular Floating Rate Note will bear interest at the rate determined by reference

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to the applicable Base Rate:

• plus or minus the applicable Spread, if any, and/or

• multiplied by the applicable Spread Multiplier, if any.

Commencing on the first Interest Reset Date, the rate at which interest on a Floating Rate/Fixed Rate Note is payable will be reset as of each Interest Reset Date; provided, however, that:

• the interest rate in effect for the period, if any, from the date of issue to the first Interest Reset Date will be the Initial Interest Rate; and

• the interest rate in effect commencing on the fixed rate commencement date will be the fixed interest rate, if specified in the applicable pricing supplement, or, if not so specified, the interest rate in effect on the day immediately preceding the fixed rate commencement date.

Inverse Floating Rate Notes

If a Floating Rate Note is designated as an “Inverse Floating Rate Note,” the particular Floating Rate Note will bear interest at the fixed interest rate minus the rate determined by reference to the applicable Base Rate:

• plus or minus the applicable Spread, if any, and/or

• multiplied by the applicable Spread Multiplier, if any;

provided, however, that interest on an Inverse Floating Rate Note will not be less than zero. Commencing on the first Interest Reset Date, the rate at which interest on an Inverse Floating Rate Note is payable will be reset as of each Interest Reset Date; provided, further, that the interest rate in effect for the period, if any, from the date of issue to the first Interest Reset Date will be the Initial Interest Rate.

Unless otherwise specified in the applicable pricing supplement, interest rates will be determined by the Calculation Agent as follows:

CD Rate Notes

CD Rate Notes will bear interest at the interest rate (calculated with reference to the CD Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the CD Rate Notes and in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, CD Rate means, with respect to any Interest Determination Date, the rate on that date for negotiable U.S. dollar certificates of deposit having the Index Maturity designated in the applicable pricing supplement as published by the Board of Governors of the Federal Reserve System in “Statistical Release H.15(519), Selected Interest Rates,” or any successor publication of the Board of Governors of the Federal Reserve System (H.15(519)) under the heading “CDs (secondary market).”

The following procedures will be followed if the CD Rate cannot be determined as described above:

• If the above rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, the CD Rate will be the rate on that Interest Determination Date for negotiable certificates of deposit of the Index Maturity designated in the

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applicable pricing supplement as published in the daily update of H.15(519), available through the internet site of the Board of Governors of the Federal Reserve System at http:// www.federalreserve.gov/releases/h15/ update, or any successor site or publication (the H.15 Daily Update), or some other recognized electronic source for the purpose of displaying the rate, under the heading “CDs (secondary market).”

• If the rate is not yet published in H.15(519), the H.15 Daily Update or some other recognized electronic source for the purpose of displaying the rate, by 3:00 P.M., New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, the CD Rate on the Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York City time, on the Interest Determination Date for certificates of deposit in an amount that is representative for a single transaction at that time with a remaining maturity closest to the Index Maturity designated in the pricing supplement of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent for negotiable certificates of deposit of major United States money center banks.

• If the dealers selected by the Calculation Agent are not quoting as set forth above, the CD Rate in effect for the applicable period will be the same as the CD Rate for the immediately preceding Interest Reset Period (or, if there was no Interest Reset Period, the rate of interest payable on the CD Rate Notes for which the CD Rate is being determined will be the Initial Interest Rate).

Commercial Paper Rate Notes

Commercial Paper Rate Notes will bear interest at the interest rate (calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the Commercial Paper Rate Notes and in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, Commercial Paper Rate means, with respect to any Interest Determination Date, the Money Market Yield (as defined below) of the rate on that date for commercial paper having the Index Maturity specified in the applicable pricing supplement, as the rate is published in H.15(519), under the heading “Commercial Paper—Nonfinancial.”

The following procedures will be followed if the Commercial Paper Rate cannot be determined as described above:

• If the above rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, then the Commercial Paper Rate will be the Money Market Yield of the rate on the Interest Determination Date for commercial paper of the specified Index Maturity as published in H.15 Daily Update or some other recognized electronic source for the purpose of displaying the rate, under the heading “Commercial Paper—Nonfinancial.”

• If by 3:00 P.M., New York City time, on the Calculation Date the rate is not yet

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available in either H.15(519) or H.15 Daily Update, or some other recognized electronic source for the purpose of displaying the rate, then the Commercial Paper Rate will be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 A.M., New York City time, on the Interest Determination Date of three leading dealers of U.S. dollar commercial paper in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent for commercial paper of the specified Index Maturity, placed for an industrial issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized statistical rating organization.

• If the dealers selected by the Calculation Agent are not quoting offered rates as mentioned above, the Commercial Paper Rate in effect for the applicable period will be the same as the Commercial Paper Rate for the immediately preceding Interest Reset Period (or, if there was no Interest Reset Period, the rate of interest payable on the Commercial Paper Rate Notes for which the Commercial Paper Rate is being determined will be the Initial Interest Rate).

Money Market Yield will be a yield calculated in accordance with the following formula and expressed as a percentage:

Money Market Yield =

     D x 360      x 100

360 – (D x M)

D = the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and

M = the actual number of days for which interest is being calculated.

Federal Funds Rate Notes

Federal Funds Rate Notes will bear interest at the interest rate (calculated with reference to the Federal Funds Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the Federal Funds Rate Notes and in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, the Federal Funds Rate means, with respect to any Interest Determination Date, the rate on that date for U.S. dollar federal funds as published in H.15(519) under the heading “Federal Funds (Effective),” as that rate is displayed on Moneyline Telerate (or any successor service) (the Telerate) on page 120 (or any other page as may replace that page on the service) (Telerate Page 120).

The following procedures will be followed if the Federal Funds Rate cannot be determined as set forth above:

• If the rate does not appear on Telerate Page 120 or is not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to the Interest Determination Date, the Federal Funds Rate will be the rate on the applicable Interest Determination Date as published in the H.15 Daily Update under the heading “Federal Funds/Effective Rate,” or another recognized electronic source used for the purpose of displaying that rate, under the caption “Federal Funds (Effective).”

• If the rate does not appear on Telerate Page 120, or is not yet published in either H.15(519), the H.15 Daily Update, or another recognized electronic source by 3:00 P.M., New York City time, on the Calculation Date pertaining to the Interest

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Determination Date, the Federal Funds Rate for the applicable Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds, as of 9:00 A.M., New York City time, on the Interest Determination Date, arranged by three leading brokers of federal funds transactions in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent.

• If the brokers selected by the Calculation Agent are not quoting as set forth above, the Federal Funds Rate in effect for the applicable period will be the same as the Federal Funds Rate in effect for the immediately preceding Interest Reset Period (or, if there was no Interest Reset Period, the rate of interest payable on the Federal Funds Rate Notes for which the Federal Funds Rate is being determined shall be the Initial Interest Rate).

LIBOR Notes

LIBOR Notes will bear interest at the interest rate (calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the LIBOR Notes and in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, LIBOR for each Interest Determination Date will be determined by the Calculation Agent as follows:

• If “LIBOR Reuters” is specified in the applicable pricing supplement, LIBOR will be the arithmetic mean of the offered rates for deposits in the Index Currency (as defined below) having the Index Maturity designated in the applicable pricing supplement, commencing on the second London Business Day immediately following the applicable Interest Determination Date, that appear on the Designated LIBOR Page (as defined below) as of 11:00 A.M., London time, on that Interest Determination Date. If no such rate appears, then LIBOR will be determined by the alternative method described below. If the Designated LIBOR Page by its terms provides for a single rate, then the single rate will be used. If, however, the terms of the Designated LIBOR Page provide for multiple rates and fewer than two such rates appear, then LIBOR will be determined by the alternative method described below. If “LIBOR Telerate” is specified in the applicable pricing supplement, LIBOR will be the rate for deposits in the Index Currency having the Index Maturity designated in the applicable pricing supplement, commencing on the second London Business Day immediately following the applicable Interest Determination Date (or, if pounds sterling is the Index Currency, commencing on that Interest Determination Date) that appears on the Designated LIBOR Page as of 11:00 A.M., London time, on that Interest Determination Date. If no such rate appears, then LIBOR will be determined by the alternative method described below.

• Alternatively as referenced above, the Calculation Agent will request the principal London offices of each of four major reference banks (which may include affiliates of the Agents) in the London interbank market, as selected by the Calculation Agent, to provide the

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Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity designated in the applicable pricing supplement, commencing on the second London Business Day immediately following the applicable Interest Determination Date (or, if pounds sterling is the Index Currency, commencing on that Interest Determination Date) to prime banks in the London interbank market at approximately 11:00 A.M., London time, on the Interest Determination Date and in a principal amount of not less than $1,000,000 (or the equivalent in the Index Currency, if the Index Currency is not the U.S. dollar) that is representative for a single transaction in the Index Currency in the market at that time. If at least two quotations are provided, LIBOR determined on that Interest Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, LIBOR determined on that Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M. (or any other time specified in the applicable pricing supplement), in the applicable Principal Financial Center for the country of the Index Currency on the Interest Determination Date, by three major banks (which may include affiliates of the Agents) in the Principal Financial Center selected by the Calculation Agent for loans in the Index Currency to leading European banks, having the Index Maturity designated in the applicable pricing supplement and in a principal amount of not less than $1,000,000 (or the equivalent in the Index Currency, if the Index Currency is not the U.S. dollar) that is representative for a single transaction in the Index Currency in the market at that time; provided, however, that if the banks selected by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR in effect for the applicable period will be the same as LIBOR for the immediately preceding Interest Reset Period (or, if there was no Interest Reset Period, the rate of interest payable on the LIBOR Notes for which LIBOR is being determined will be the Initial Interest Rate).

Index Currency means the currency (including composite currencies) specified in the applicable pricing supplement as the currency for which LIBOR will be calculated or if the euro is substituted for that currency, the Index Currency will be the euro. If no currency is specified in the applicable pricing supplement, the Index Currency will be U.S. dollars.

Designated LIBOR Page means either (a) if “LIBOR Reuters” is designated in the applicable pricing supplement, the display on the Reuters Monitor Money Rates Service (or any successor service) for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency, or (b) if “LIBOR Telerate” is designated (or if neither “LIBOR Reuters” or “LIBOR Telerate” is designated) in the applicable pricing supplement, the display on the Telerate for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency.

Prime Rate Notes

Prime Rate Notes will bear interest at the interest rate (calculated with reference to the Prime Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the Prime Rate Notes and in the applicable pricing supplement.

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Unless otherwise specified in the applicable pricing supplement, Prime Rate means, with respect to any Interest Determination Date, the rate set forth in H.15(519) for that date under the caption “Bank Prime Loan.”

The following procedures will be followed if the Prime Rate cannot be determined as set forth above:

• If the rate above is not yet published by 3:00 P.M. New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, the Prime Rate will be the rate on the applicable Interest Determination Date as published in the H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Bank Prime Loan.”

• If by 3:00 P.M., New York City time, on the Calculation Date the rate is not yet available in either H.15(519) or H.15 Daily Update or another recognized electronic source, then the Prime Rate for that Interest Determination Date will be the arithmetic mean of the rates of interest publicly announced by each bank named on the Reuters Screen US PRIME 1 Page (as defined below) as that bank’s prime rate or base lending rate as of 11:00 A.M., New York City time, on the Interest Determination Date as quoted on the Reuters Screen US PRIME 1 Page on the Interest Determination Date.

• If fewer than four rates appear on the Reuters Screen US PRIME 1 Page for any Interest Determination Date, the rate will be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by 360 as of the close of business on the applicable Interest Determination Date by three major money center banks in New York City (which may include affiliates of the Agents) selected by the Calculation Agent from which quotations are requested. If fewer than two quotations are provided, the Prime Rate will be calculated by the Calculation Agent and will be determined as the arithmetic mean on the basis of the prime rates in New York City by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, in each case having total equity capital of at least U.S. $500 million and being subject to supervision or examination by federal or state authority, selected by the Calculation Agent to quote the rate or rates.

• If the banks or trust companies selected by the Calculation Agent are not quoting as set forth above, the Prime Rate in effect for the applicable period will be the same as the Prime Rate for the immediately preceding Interest Reset Period (or, if there was no Interest Reset Period, the rate of interest payable on the Prime Rate Notes for which the Prime Rate is being determined will be the Initial Interest Rate).

Reuters Screen US PRIME 1 Page means the display designated as Page “US PRIME 1” on the Reuters Monitor Money Rates Service (or any other page as may replace the US PRIME 1 Page on that service for the purpose of displaying prime rates or base lending rates of major United States banks).

Treasury Rate Notes

Treasury Rate Notes will bear interest at the interest rate (calculated with reference

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to the Treasury Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the Treasury Rate Notes and in the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, the Treasury Rate means, with respect to any Interest Determination Date, the rate for the auction held on that date of direct obligations of the United States (Treasury Bills) having the Index Maturity designated in the applicable pricing supplement under the heading “Investment Rate” on the Telerate display on page 56 or any other page as may replace that page on the service (Telerate Page 56) or page 57 or any other page as may replace that page on the service) (Telerate Page 57).

The following procedures will be followed if the Treasury Rate cannot be determined as set forth above:

• If the rate above is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, the Treasury Rate for the Interest Determination Date will be the yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the rate for the applicable Treasury Bills, published in the H.15 Daily Update, or any other recognized electronic source used for the purpose of displaying the rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High” on the Interest Determination Date, or if not so published by 3:00 P.M., New York City time, on the Calculation Date, the yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the auction rate of the applicable Treasury Bills as otherwise announced by the United States Department of the Treasury.

• In the event that the results of the auction of Treasury Bills having the Index Maturity designated in the applicable pricing supplement are not published or reported as provided above by 3:00 P.M., New York City time, on the Calculation Date or if no auction is held on the Interest Determination Date, then the Treasury Rate will be the yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the rate on the Interest Determination Date of Treasury Bills having the Index Maturity designated in the applicable pricing supplement as published in H.15(519), or such other recognized electronic source used for the purpose of displaying that rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.”

• If the rate above is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, the Treasury Rate will be the yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the rate on the Interest Determination Date of such Treasury Bills as published in the H.15 Daily Update, or other recognized electronic source used for the purpose of displaying that rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.”

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• If the rate above is not published in H.15(519), H.15 Daily Update, or another recognized electronic source, by 3:00 P.M., New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, the Treasury Rate will be calculated by the Calculation Agent and will be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) calculated using the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on the Interest Determination Date, of three primary United States government securities dealers (which may include the Agents or their affiliates) selected by the Calculation Agent for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity designated in the applicable pricing supplement.

• If the dealers selected by the Calculation Agent are not quoting bid rates as mentioned in the preceding paragraph, the Treasury Rate for the affected Interest Reset Date will be the same as the Treasury Rate for the immediately preceding Interest Reset Period (or, if there was no Interest Reset Period, the rate of interest payable on the Treasury Rate Notes for which the Treasury Rate is being determined will be the Initial Interest Rate).

CMT Rate Notes

CMT Rate Notes will bear interest at the interest rate (calculated with reference to the CMT Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the CMT Rate Notes and in the applicable pricing supplement.

Unless otherwise indicated in an applicable pricing supplement, if CMT Telerate Page 7051 is specified in the applicable pricing supplement, the CMT Rate means the percentage equal to the yield for U.S. Treasury securities at “constant maturity” having the Index Maturity specified in the applicable pricing supplement as published in H.15(519) under the caption “Treasury Constant Maturities,” as the yield is displayed on the Telerate on page 7051 (or any other page as may replace the specified page on that service) (Telerate Page 7051), for the particular Interest Determination Date. The following paragraphs detail the procedures to be followed in the event that CMT Telerate Page 7051 is specified in the applicable pricing supplement, but the foregoing method for determining the CMT Rate is not available.

• If the rate referred to in the preceding paragraph does not so appear on Telerate Page 7051 by 3:30 P.M., New York City time, on the Calculation Date for the applicable Interest Determination Date, the CMT Rate will be the percentage equal to the yield for U.S. Treasury securities at “constant maturity” having the particular Index Maturity and for the particular Interest Determination Date as published in H.15(519) under the caption “Treasury Constant Maturities.”

• If the rate referred to in the preceding paragraph does not so appear in H.15(519) by 3:30 P.M., New York City time, on the Calculation Date for the applicable Interest Determination Date, the CMT Rate will be the rate on the particular Interest Determination Date for the period of the particular Index Maturity as may then be published by either the Federal Reserve System Board of Governors or the U.S. Department of the

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Treasury that the Calculation Agent determines to be comparable to the rate which would otherwise have been published in H.15(519).

• If the rate referred to in the preceding paragraph is not so published by 3:30 P.M., New York City time, on the Calculation Date for the applicable Interest Determination Date, the CMT Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 P.M., New York City time, on that Interest Determination Date of three leading primary U.S. government securities dealers in New York City (which may include the Agents or their affiliates) (each, a Reference Dealer), selected by the Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation, or, in the event of equality, one of the highest, and the lowest quotation or, in the event of equality, one of the lowest, for U.S. Treasury securities with an original maturity equal to the particular Index Maturity, a remaining term to maturity no more than one year shorter than that Index Maturity and in a principal amount that is representative for a single transaction in the securities in that market at that time.

• If fewer than five but more than two of the prices referred to in the preceding paragraph are provided as requested, the CMT Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of the quotations will be eliminated.

• If fewer than three of the prices referred to two paragraphs above are provided as requested, the CMT Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 P.M., New York City time, on that Interest Determination Date of three Reference Dealers selected by the Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or, in the event of equality, one of the highest and the lowest quotation or, in the event of equality, one of the lowest, for U.S. Treasury securities with an original maturity greater than the particular Index Maturity, a remaining term to maturity closest to that Index Maturity and in a principal amount that is representative for a single transaction in the securities in that market at that time.

• If fewer than five but more than two prices referred to in the preceding paragraph are provided as requested, the CMT Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of the quotations will be eliminated.

• If fewer than three prices referred to two paragraphs above are provided as requested, the CMT Rate for the applicable Interest Reset Date will be the same as the CMT Rate for the immediately preceding Interest Reset Period (or, if there was no Interest Reset Period, the rate of interest payable on the CMT Rate Notes for which the CMT Rate is being determined will be the Initial Interest Rate).

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Unless otherwise indicated in an applicable pricing supplement, if CMT Telerate Page 7052 is specified in the applicable pricing supplement, CMT Rate means the percentage equal to the one-week or one-month, as specified in the applicable pricing supplement, average yield for U.S. Treasury securities at “constant maturity” having the Index Maturity specified in the applicable pricing supplement as published in H.15(519) opposite the caption “Treasury Constant Maturities,” as the yield is displayed on the Telerate on page 7052 (or any other page as may replace the specified page on that service) (Telerate Page 7052), for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the particular Interest Determination Date falls. The following paragraphs detail the procedures to be followed in the event that CMT Telerate Page 7052 is specified in the applicable pricing supplement, but the foregoing method for determining the CMT Rate is not available.

• If the rate referred to in the preceding paragraph does not so appear on Telerate Page 7052 by 3:30 P.M., New York City time, on the Calculation Date for the applicable Interest Determination Date, the CMT Rate will be the percentage equal to the one-week or one-month, as specified in the applicable pricing supplement, average yield for U.S. Treasury securities at “constant maturity” having the particular Index Maturity and for the week or month, as applicable, preceding the particular Interest Determination Date as published in H.15(519) opposite the caption “Treasury Constant Maturities.”

• If the rate referred to in the preceding paragraph does not so appear in H.15(519) by 3:30 P.M., New York City time, on the Calculation Date for the applicable Interest Determination Date, the CMT Rate will be the one-week or one-month, as specified in the applicable pricing supplement, average yield for U.S. Treasury securities at “constant maturity” having the particular Index Maturity as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the particular Interest Determination Date falls.

• If the rate referred to in the preceding paragraph is not so published by 3:30 P.M., New York City time, on the Calculation Date for the applicable Interest Determination Date, the CMT Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 P.M., New York City time, on that Interest Determination Date of three Reference Dealers selected by the Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation, or, in the event of equality, one of the highest, and the lowest quotation or, in the event of equality, one of the lowest, for U.S. Treasury securities with an original maturity equal to the particular Index Maturity, a remaining term to maturity no more than one year shorter than that Index Maturity and in a principal amount that is representative for a single transaction in the securities in that market at that time.

• If fewer than five but more than two of the prices referred to in the preceding paragraph are provided as requested, the

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CMT Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of the quotations will be eliminated.

• If fewer than three prices referred to two paragraphs above are provided as requested, the CMT Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 P.M., New York City time, on that Interest Determination Date of three Reference Dealers selected by the Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or, in the event of equality, one of the highest and the lowest quotation or, in the event of equality, one of the lowest, for U.S. Treasury securities with an original maturity greater than the particular Index Maturity, a remaining term to maturity closest to that Index Maturity and in a principal amount that is representative for a single transaction in the securities in that market at that time.

• If fewer than five but more than two prices referred to in the preceding paragraph are provided as requested, the CMT Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest or the lowest of the quotations will be eliminated.

• If fewer than three prices referred to two paragraphs above are provided as requested, the CMT Rate for the applicable Interest Reset Date will be the same as the CMT Rate for the immediately preceding Interest Reset Period (or, if there was no Interest Reset Period, the rate of interest payable on the CMT Rate Notes for which the CMT Rate is being determined will be the Initial Interest Rate).

For purposes of the above calculations (whether CMT Telerate Page 7051 or CMT Telerate Page 7052 is specified in the applicable pricing supplement), if two U.S. Treasury securities with an original maturity greater than the Index Maturity specified in the applicable pricing supplement have remaining terms to maturity equally close to the particular Index Maturity, the quotes for the U.S. Treasury security with the shorter remaining term to maturity will be used.

If no CMT Telerate Page is specified in the applicable pricing supplement CMT Telerate Page 7052, for the most recent week, will be deemed specified.

Purchase Price; Registered Form; Minimum Denomination

Each Note will be issued for a purchase price equal to 100% of the principal amount thereof (unless otherwise provided in the applicable pricing supplement) in fully registered certificated or book-entry form. Unless otherwise specified in the applicable pricing supplement, each Note will be issued in a minimum denomination of $25 or $1,000 in U.S. dollars as specified in the applicable pricing supplement, and integral multiples of such denomination in excess thereof. In the case of a Note denominated in a Specified Currency other than U.S. dollars, unless otherwise specified in the applicable pricing supplement, the minimum denomination will be the equivalent of $25

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or $1,000 in U.S. dollars as specified in the applicable pricing supplement, in the Specified Currency, as determined by application of the Market Exchange Rate on the Business Day immediately preceding the trade date for the Notes.

Redemption or Conversion

No Note will be subject to conversion, amortization, or any sinking fund, unless otherwise provided in the applicable pricing supplement. The Notes will be subject to redemption by the Company on and after their respective Redemption Dates, if any. Redemption Dates and the applicable Redemption Prices, if any, will be fixed at the time of sale and set forth in the applicable pricing supplement and on the applicable Note. If no Redemption Date or Redemption Price is indicated with respect to a Note, the Note will not be redeemable prior to its Stated Maturity Date. On and after the Redemption Date, the applicable Note will be redeemable in whole or in part (provided that any remaining principal amount of the Note will be equal to an authorized denomination thereof) at the option of the Company at the applicable Redemption Price, together with interest thereon payable to the date of redemption, on notice given not more than 60 nor less than 20 calendar days prior to the date of redemption.

Notwithstanding the foregoing, if a date prior to which the Company may not redeem the Note as a part of, or in anticipation of, a refunding operation (Limitation Date) is specified in the applicable pricing supplement and on the applicable Note, the Company may not redeem the Note prior to the Limitation Date as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of monies borrowed having an interest cost to the Company of less than the rate (Refunding Rate) specified in the pricing supplement and on the applicable Note.

Repayment at the Option of the Holder; Repurchases by the Company

The Notes will be repayable by the Company at the option of the Holders thereof prior to the Stated Maturity Date only if one or more Repayment Dates are specified in the applicable pricing supplement. If so specified, the Notes will be subject to repayment at the option of the Holders thereof on any Repayment Date in whole or in part from time to time in increments of $1,000 or any other integral multiple of an authorized denomination specified in the applicable pricing supplement (provided that any remaining principal amount thereof must be at least $1,000 or any other minimum authorized denomination applicable thereto), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date of repayment. For any Note to be repaid, the Trustee must receive, at its office maintained for that purpose in the Borough of Manhattan, The City of New York (currently located at 4 New York Plaza, 15th Floor, New York, New York 10004) not more than 60 nor less than 30 calendar days prior to the date of repayment, (i) in the case of a certificated Note, the certificated Note and the form thereon entitled “Option to Elect Repayment” duly completed or (ii) in the case of a Book-Entry Note, instructions to that effect from the applicable Beneficial Owner (as hereinafter defined) to the Depositary and forwarded by the Depositary. Exercise of the repayment option by the Holder will be irrevocable.

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Only the Depositary may exercise the repayment option in respect of beneficial interests in the Book-Entry Notes. Accordingly, Beneficial Owners that desire repayment in respect of all or any portion of their beneficial interests must instruct the Participant (as hereinafter defined) through which they own their interests to direct the Depositary to exercise the repayment option on their behalf. In order to ensure that the instructions are received by the Trustee on a particular day, the applicable Beneficial Owner must so instruct the Participant through which it owns its interest before the Participant’s deadline for accepting instructions for that day. Different firms may have different deadlines for accepting instructions from their customers. Accordingly, Beneficial Owners should consult the Participants through which they own their interests for the respective deadlines for each of the applicable Participants. All instructions given to Participants from Beneficial Owners relating to the option to elect repayment will be irrevocable. In addition, at the time the instructions are given, each Beneficial Owner must cause the Participant through which it owns its interest to transfer its interest in the Book-Entry Notes or Securities representing the related Book-Entry Notes, on the Depositary’s records, to the Trustee. See “Book-Entry Notes.”

If applicable, the Company will comply with the requirements of Section 14(e) of the Exchange Act, and the rules promulgated thereunder, and any other securities laws or regulations in connection with any repayment.

The Company may at any time purchase Notes at any price or prices in the open market or otherwise. Notes purchased by the Company in this manner may, at the discretion of the Company, be held, resold or surrendered to the Trustee for cancellation.

Payment of Principal, Premium and Interest

Payments of principal, any premium, and interest on all Notes will be made by the Company to the registered owners of the Notes, which in the case of Book-Entry Notes is the Depositary or its nominee. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Note, or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. The Company expects that the Depositary, upon receipt of any payment of principal, any premium or interest in respect of a Book-Entry Note, will credit immediately the accounts of the related Participants with payment in amounts proportionate to their respective holdings in principal amount of beneficial interest in the Book-Entry Note as shown on the records of the Depositary. The Company also expects that payments by Participants to Beneficial Owners will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of the Participants.

Payments of principal, any premium and interest on all Notes will be made in the applicable Specified Currency. Any amounts payable by the Company in a Specified Currency other than U.S. dollars will be converted by the exchange rate agent named in the applicable pricing supplement (Exchange Rate Agent) into U.S. dollars for

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payment to Holders unless otherwise specified in the applicable pricing supplement or the Holder of the Note elects, in the manner described below, to receive those amounts in the Specified Currency. Payments of principal of and interest on Notes made in a Specified Currency other than U.S. dollars will be made by wire transfer to an account designated by the Holder at a bank outside of the United States. Payments of principal, any premium and interest on Notes paid in U.S. dollars and issued in certificated form will be made by wire transfer to an account designated by the Holder or, in the absence of a designation, by check mailed to the address of the Holder as it appears on the Security Register maintained by the Trustee acting in its capacity as Security Registrar for the Notes. The Holder will make its designation by filing the appropriate information with the Trustee at its Corporate Trust Office in New York City on or prior to the Record Date for an Interest Payment Date or at least 16 days prior to the Maturity Date, or with respect to Notes denominated in a currency other than U.S. dollars, in connection with any transfer after the 16th day prior to the Maturity Date. Until a Note is transferred or until the Trustee receives notice to the contrary, the Trustee will make the payment and all succeeding payments to the Holders of Notes by wire transfer to the designated account. Payments of interest with respect to Notes will be made to the Holder appearing on the Security Register on the applicable Record Date or, in the case of interest payable at the Maturity Date, to the person to whom principal is payable.

In the case of a Note issued between a Record Date and the Interest Payment Date relating to that Record Date, interest for the period beginning on the date of issue and ending on that Interest Payment Date will be paid to the Holder appearing on the Security Register on the next succeeding Record Date. Payments of the principal, any premium and interest on a Note at the Maturity Date will be made in immediately available funds (at a bank outside the United States, in the case of payments made in a Specified Currency other than U.S. dollars) in the Specified Currency, upon surrender of the Note to the Trustee. See IMPORTANT CURRENCY INFORMATION and RISK FACTORS.

The Trustee maintains in the Borough of Manhattan, the City of New York, an office where Notes may be presented for payment and may be transferred or exchanged. Principal, any premium and interest at the Maturity Date will be payable, and Notes will be transferable, at the Corporate Trust Office of the Trustee, which presently is located at 4 New York Plaza, 15th Floor, New York, New York 10004.

Book-Entry Notes

The Company has established a depository arrangement with the Depositary with respect to the Book-Entry Notes, the terms of which are summarized below. If there are any additional or differing terms of the depository arrangement with respect to the Book-Entry Notes, they will be described in the applicable pricing supplement.

Book-Entry Notes of like tenor and terms up to $500,000,000 aggregate principal amount may be represented by a single global security. Each global security will be deposited with, or on behalf of, the Depositary and registered in the name of the Depositary or its nominee. Except as described below, a global security may not be transferred unless it is transferred as a

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whole by the Depositary to a nominee, or by a nominee to either (i) the Depositary, or (ii) another nominee, or (iii) successors of the Depositary or nominee.

So long as the Depositary or its nominee is the registered owner of a global security representing Book-Entry Notes, the Depositary or its nominee, as the case may be, will be the sole holder of the Book-Entry Notes represented by that global security for all purposes under the Indenture. Except as provided below, Beneficial Owners will not be entitled to have Notes registered in their names, will not receive or be entitled to receive physical delivery of Notes in certificated form and will not be considered the owners or holders thereof for any purpose under the Indenture, and no global security representing Book-Entry Notes will be exchangeable or transferable. Accordingly, each Beneficial Owner must rely on the procedures of the Depositary, and if a Beneficial Owner is not a Participant, on the procedures of the Participant through which that Beneficial Owner owns its interest in order to exercise any rights of a holder under the global security or the Indenture. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in certificated form. These limits and laws may impair the ability to transfer beneficial interests in a global security representing Book-Entry Notes.

Unless otherwise specified in the applicable pricing supplement, each global security representing Book-Entry Notes will be exchangeable for certificated Notes of like tenor and terms and of differing authorized denominations in a like aggregate principal amount, only if:

• the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global securities or the Company is aware that the Depositary has ceased to be a clearing agency registered under the Exchange Act and, in any case, the Company has not appointed a successor to the Depositary within 90 calendar days thereafter; or

• the Company, in its sole discretion, determines that the global securities will be exchangeable for certificated Notes.

Upon any exchange, the certificated Notes will be registered in the names of the Beneficial Owners of the global security or securities representing Book-Entry Notes, which names will be provided by the Depositary’s relevant Participants (as identified by the Depositary to the Trustee).

The following is based on information furnished to the Company and the Agents by the Depositary:

The Depositary will act as securities depository for the Book-Entry Notes. The Book-Entry Notes will be issued as fully registered securities registered in the name of Cede & Co., the Depositary’s partnership nominee. One fully registered global security will be issued for each issue of Book-Entry Notes, each in the aggregate principal amount of the issue, and will be deposited with the Depositary. If, however, the aggregate principal amount of any issue exceeds $500,000,000, one global security will be issued with respect to each $500,000,000 of principal amount and an additional global security will be issued with respect to any remaining principal amount of the issue.

The Depositary is a limited-purpose trust company organized under

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the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. The Depositary holds securities that its participants (Direct Participants) deposit with the Depositary. The Depositary also facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry charges in Direct Participant’s accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. The Depositary is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the Depositary’s system is also available to others including securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (Indirect Participants). The rules applicable to the Depositary and its Participants are on file with the SEC.

Purchases of Book-Entry Notes under the Depositary’s system must be made by or through Direct Participants, who will receive a credit for the Book- Entry Notes on the Depositary’s records. The ownership interest of each actual purchaser of each Book-Entry Note (Beneficial Owner) is in turn to be recorded on the records of Direct Participants and Indirect Participants. Beneficial Owners will not receive written confirmation from the Depositary of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct Participants or Indirect Participants through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in Book-Entry Notes are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Book-Entry Notes, except in the event that use of the book-entry system for the Book-Entry Notes is discontinued.

To facilitate subsequent transfers, all Book-Entry Notes deposited with the Depositary are registered in the name of the Depositary’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of the Depositary. The deposit of Book-Entry Notes with the Depositary and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. The Depositary has no knowledge of the actual Beneficial Owners of the Book-Entry Notes; the Depositary’s records reflect only the identity of the Direct Participants to whose accounts the

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Book-Entry Notes are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by the Depositary to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Neither the Depositary nor Cede & Co. (nor any other Depositary nominee) will consent or vote with respect to the Book-Entry Notes. Under its usual procedures, the Depositary mails an Omnibus Proxy to the Company as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Book-Entry Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds and distributions on the Book-Entry Notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of the Depositary. The Depositary’s practice is to credit Direct Participants’ accounts upon the Depositary’s receipt of funds and corresponding detail information from the Company or its agents on the payable date in accordance with their respective holdings shown on the Depositary’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name”, and will be the responsibility of the Participant and not of the Depositary, the Company or its agent, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and distributions to Cede & Co. (or such other nominee as may be requested by an authorized representative of the Depositary) is the responsibility of the Company or its agent, disbursement of the payments to Direct Participants will be the responsibility of the Depositary, and disbursement of the payments to the Beneficial Owners will be the responsibility of Direct Participants and Indirect Participants.

The Depositary may discontinue providing its services as securities depository with respect to the Book-Entry Notes at any time by giving reasonable notice to the Company or its agent. In the event that a successor securities depository is not obtained, certificated Notes are required to be printed and delivered. The Company may decide to discontinue use of the system of book-entry transfers through the Depositary (or a successor securities depository). In that event, certificated Notes will be printed and delivered. Unless otherwise specified in the applicable pricing supplement, Notes issued in this manner in certificated form will be issued in denominations of U.S. $1,000 and integral multiples of U.S. $1,000 in excess thereof and will be issued in

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registered form only, without coupons.

The information in this section concerning the Depositary and the Depositary’s book-entry system has been obtained from sources that the Company believes to be reliable, but neither the Company nor any Agent takes any responsibility for the accuracy thereof.

We have no responsibility for the performance by the Depositary or its Participants of their respective obligations as described in this prospectus supplement or under the rules and procedures governing their respective operations.

The Trustee

The trustee under the Senior Indenture is JPMorgan Chase Bank. JPMorgan Chase Bank is also the property and guarantee trustee for Dominion Resources Capital Trust I, Dominion Resources Capital Trust II, Dominion Resources Capital Trust III and Dominion Resources Capital Trust IV and the trustee under the indenture related to our Junior Subordinated Debentures. JPMorgan Chase Bank also serves as trustee under other indentures under which securities of certain of our affiliates are outstanding. Affiliates of JPMorgan Chase Bank have purchased, and are likely to purchase in the future, our securities and securities of our affiliates.

Listing

The Notes will not be listed on any national or regional securities exchange.

Limitations on Liens

While any of the Notes are outstanding, we are not permitted to create liens upon any Principal Property (as defined below) or upon any shares of stock of any Material Subsidiary (as defined below), which we now own or own in the future, to secure any of our debt, unless at the same time we provide that the Notes will also be secured by that lien on an equal and ratable basis. However, we are generally permitted to create the following types of liens:

(1) purchase money liens on future property acquired by us; liens of any kind existing on property or shares of stock at the time they are acquired by us; conditional sales agreements and other title retention agreements on future property acquired by us (as long as none of those liens cover any of our other properties);

(2) liens on our property or any shares of stock of any Material Subsidiary that exist as of the date the Notes are first issued; liens on the shares of stock of any corporation, which liens existed at the time that corporation became a Material Subsidiary; certain liens typically incurred in the ordinary course of business;

(3) liens in favor of the United States (or any State), any foreign country or any department, agency or instrumentality or political subdivision of those jurisdictions, to secure payments pursuant to any contract or statute or to secure any debt incurred for the purpose of financing the purchase price or the cost of constructing or improving the property subject to those liens, including, for example, liens to secure debt of the pollution control or industrial revenue bond type;

(4) debt that we may issue in connection with a consolidation or merger of Dominion or any Material Subsidiary with or into any other company (including any of our affiliates or Material Subsidiaries) in exchange for secured debt of that company (Third Party Debt) as long

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as that debt (i) is secured by a mortgage on all or a portion of the property of that company, (ii) prohibits secured debt from being incurred by that company, unless the Third Party Debt is secured on an equal and ratable basis or (iii) prohibits secured debt from being incurred by that company;

(5) debt of another company that we must assume in connection with a consolidation or merger of that company, with respect to which any of our property is subjected to a lien;

(6) liens on any property that we acquire, construct, develop or improve after the date the Notes are first issued that are created before or within 18 months after the acquisition, construction, development or improvement of the property and secure the payment of the purchase price or related costs;

(7) liens in favor of Dominion, our Material Subsidiaries or our wholly-owned subsidiaries;

(8) the replacement, extension or renewal of any lien referred to above in clauses (1) through (7) as long as the amount secured by the liens or the property subject to the liens is not increased; and

(9) any other lien not covered by clauses (1) through (8) above as long as immediately after the creation of the lien the aggregate principal amount of debt secured by all liens created or assumed under this clause (9) does not exceed 10% of our common shareholders’ equity.

When we use the term “lien” in this section, we mean any mortgage, lien, pledge, security interest or other encumbrance of any kind; “Material Subsidiary” means each of our subsidiaries whose total assets (as determined in accordance with generally accepted accounting principles) represent at least 20% of Dominion’s total assets on a consolidated basis; and “Principal Property” means any of Dominion’s plants or facilities located in the United States that in the opinion of our Board of Directors or management is of material importance to the business conducted by Dominion and our consolidated subsidiaries taken as whole.

SPECIAL PROVISIONS RELATING TO NOTES DENOMINATED IN A SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS

General

Unless otherwise specified in the applicable pricing supplement, Notes denominated in a Specified Currency other than U.S. dollars will not be sold in, or to residents of, the country issuing the Specified Currency. The information set forth in this prospectus supplement is directed to prospective purchasers who are United States residents and, with respect to Notes denominated in a Specified Currency other than U.S. dollars, is by necessity incomplete. The Company and the Agents disclaim any responsibility to advise prospective purchasers who are residents of countries other than the United States with respect to any matters that may affect the purchase, holding or receipt of payments of principal, any premium and interest on Notes denominated in a Specified Currency other than U.S. dollars. These persons should consult their own financial and legal advisors with regard to these matters. See RISK FACTORS and IMPORTANT CURRENCY INFORMATION.

Payment of Principal, Premium and Interest

Unless otherwise specified in the applicable pricing supplement, the Company

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is obligated to make payments of principal, any premium and interest on a Note in the Specified Currency. Any amounts payable by the Company in a Specified Currency other than U.S. dollars will be converted by the Exchange Rate Agent into U.S. dollars for payment to Holders unless otherwise specified in the applicable pricing supplement or the Holder of the Note elects, in the manner described below, to receive those amounts in the Specified Currency.

The U.S. dollar amount to be received by a Holder of a Note denominated in a Specified Currency other than U.S. dollars who does not elect to receive one or more payments of principal, any premium and interest in the Specified Currency will be based on a bid quotation in New York City received by the Exchange Rate Agent as of 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date from a recognized foreign exchange dealer (which may be the Exchange Rate Agent) for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on the applicable payment date in the aggregate amount of the U.S. dollars payable to all Holders of Notes scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If a bid quotation is not available, payments will be made in the Specified Currency. All currency exchange costs in respect of any payment will be borne by the Holder of the Note to which the payment relates by deduction from that payment.

The Holder of a Note denominated in a Specified Currency other than U.S. dollars may elect to receive payment of the principal, any premium and interest on the Note in the Specified Currency by transmitting a written request for payment to the Trustee at its Corporate Trust Office in New York City on or prior to the Regular Record Date or at least 16 calendar days prior to the Maturity Date. The written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder of a Note denominated in a Specified Currency other than U.S. dollars may elect to receive payment in the Specified Currency for all principal, any premium and interest payments and need not file a separate election for each payment. This election will remain in effect until the Note is transferred or until the election is changed by written notice to the Trustee, but written notice of any change must be received by the Trustee on or prior to the Record Date or at least 16 calendar days prior to the Maturity Date. Holders of Notes denominated in a Specified Currency other than U.S. dollars whose Notes are to be held in the name of a broker or nominee should contact that broker or nominee to determine whether and how an election to receive payments in U.S. dollars may be made.

Unless otherwise specified in the applicable pricing supplement, if the Specified Currency is other than U.S. dollars, a Beneficial Owner which elects to receive payments of principal, any premium and/or interest in the Specified Currency must notify the Participant through which it owns its interest on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be, of its election. The applicable Participant must notify the Depositary of the election on or prior to the third Business Day after the applicable Record Date or at least 12 calendar days prior to the Maturity Date, as the case may be, and the Depositary will notify the Trustee of the election on or prior to the fifth Business Day after the Record

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Date or at least 10 calendar days prior to the Maturity Date, as the case may be. If complete instructions are received by the Participant from the Beneficial Owner and forwarded by the Participant to the Depositary, and by the Depositary to the Trustee, on or prior to the applicable dates, then the affected Beneficial Owner will receive payments in the Specified Currency.

In order for a Holder of a Note who has elected to receive payments of principal, any premium and interest in a Specified Currency other than U.S. dollars to receive payments by wire transfer, the Holder must designate an appropriate account with a bank located in the country of the Specified Currency. The designation should be made by filing the appropriate information with the Trustee at its Corporate Trust Office in New York City on or prior to the Record Date for an Interest Payment Date or at least 16 calendar days prior to the Maturity Date or in connection with any transfer after the 16th day. Until the Note is transferred or until the Trustee receives notice to the contrary, the Trustee will make the payments to the Holder by wire transfer to the designated account. If a payment cannot be made by wire transfer because the required information has not been received by the Trustee on or before the requisite date, a notice will be mailed to the Holder at its registered address requesting the relevant information, and no payment will be made until a designation is made. The Company will pay any administrative costs imposed by banks in connection with making wire transfers of payments, but any tax, assessment, governmental or other charges imposed upon the payments will be borne by the Holder of the Note in respect of which the payment is made and deducted from the payment.

Availability of Specified Currency

If the Specified Currency for a Note denominated in a Specified Currency other than U.S. dollars is not available for the required payment of principal, any premium and/or interest in respect thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of the Note by making the payment in U.S. dollars on the basis of the Market Exchange Rate, computed by the Exchange Rate Agent, on the second Business Day prior to payment or, if the Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate, or as otherwise specified in the applicable pricing supplement.

The Market Exchange Rate for a Specified Currency other than U.S. dollars means the noon dollar buying rate in the City of New York for cable transfers for the Specified Currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York. Any payment made in U.S. dollars under those circumstances where the required payment is in a Specified Currency other than U.S. dollars will not constitute an Event of Default under the Indenture with respect to the Notes.

All determinations referred to above made by the Exchange Rate Agent will be at its sole discretion and will, in the absence of manifest error, be conclusive for all purposes and binding on the Holders of Notes denominated in a Specified Currency other than U.S. dollars. See RISK FACTORS and IMPORTANT CURRENCY INFORMATION.

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Judgments

Under current New York law, a state court in the State of New York rendering a judgment in respect of a Note denominated in a Specified Currency other than U.S. dollars would be required to render the judgment in the Specified Currency, and the judgment would be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment. Accordingly, the Holder of the Note would be subject to exchange rate fluctuations between the date of entry of a judgment in a foreign currency and the time the amount of the foreign currency judgment is paid to the Holder in U.S. dollars and converted by the Holder into the Specified Currency. It is not certain, however, whether a non-New York state court would follow the same rules and procedures with respect to conversions of foreign currency judgments.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion represents the opinion of McGuireWoods LLP, counsel to the Company, regarding certain United States Federal income tax consequences of the purchase, ownership and disposition of the Notes. This discussion is based upon the Internal Revenue Code of 1986, as amended (the Code), proposed and final regulations, rulings, and judicial and administrative decisions now in effect, all of which are subject to change possibly with retroactive effect, or possible differing interpretations. This discussion deals only with Notes held as capital assets by original purchasers who are U.S. Holders (as defined below) and does not purport to deal with persons in special tax situations, such as banks, thrift institutions, real estate investment trusts, personal holding companies, insurance companies, tax-exempt organizations, regulated investment companies, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting for securities holdings, persons holding Notes as a hedge or that are hedged against interest rate or against currency risks or as a position in a straddle for tax purposes, or persons whose functional currency is not the United States dollar.

This discussion does not address any state, local or foreign tax issues.

Persons considering the purchase of the Notes should consult their own tax advisors concerning the application of United States federal income tax laws to their particular situations as well as any consequences of the purchase, ownership and disposition of the Notes arising under the laws of any other taxing jurisdiction.

As used herein, the term U.S. Holder means a beneficial owner of a Note that is for United States federal income tax purposes (i) a citizen or individual resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), (iii) an estate whose income is subject to United States federal income tax regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. Notwithstanding the preceding clause (iv), to the extent provided in regulations, certain trusts in existence on August 20, 1996 and treated as United

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States persons prior to that date that elect to continue to be so treated also will be considered U.S. Holders. As used herein, the term non-U.S. Holder means a beneficial owner of a Note that is not a U.S. Holder.

Payments of Interest

Except as provided below under “—Original Issue Discount”, payments of interest on a Note generally will be taxable to a U.S. Holder as ordinary interest income at the time the payments are accrued or are received (in accordance with the U.S. Holder’s regular method of tax accounting).

Original Issue Discount

Certain Notes may be issued with original issue discount (Original Issue Discount Notes) within the meaning of section 1273(a) of the Code. The following summary is a general discussion of the United States federal income tax consequences to U.S. Holders of the purchase, ownership and disposition of Notes issued with original issue discount. The following summary is based upon final Treasury regulations (the OID Regulations) released by the Internal Revenue Service (IRS) under the original issue discount provisions of the Code.

For United States federal income tax purposes, original issue discount is the excess of the stated redemption price at maturity of a Note over its issue price, if the excess equals or exceeds a de minimis amount (generally  ¹/4 of 1% of the Note’s stated redemption price at maturity multiplied by the number of complete years to its maturity from its issue date or, in the case of a Note providing for the payment of any amount other than qualified stated interest (as defined below) prior to maturity, multiplied by the weighted average maturity of that Note). The issue price of each Note in an issue of Notes equals the first price at which a substantial amount of the Notes of that issue has been sold (ignoring sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers). The stated redemption price at maturity of a Note is the sum of all payments provided by the Note other than qualified stated interest payments. The term qualified stated interest generally means stated interest that is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually at a single fixed rate. In addition, under the OID Regulations, if a Note bears interest for one or more accrual periods at a rate below the rate applicable for the remaining term of that Note (e.g., Notes with teaser rates or interest holidays), and if the greater of either the resulting foregone interest on that Note or any “true” discount on that Note (i.e., the excess of the Note’s stated principal amount over its issue price) equals or exceeds a specified de minimis amount, then the stated interest on the Note would be treated as original issue discount rather than qualified stated interest.

Payments of qualified stated interest on a Note are taxable to a U.S. Holder as ordinary interest income at the time the payments are accrued or are received (in accordance with the U.S. Holder’s regular method of tax accounting). A U.S. Holder of an Original Issue Discount Note must include original issue discount in income as ordinary interest for United States federal income tax purposes as it accrues under a constant yield method in advance of receipt of the cash payments attributable to that income, regardless of the U.S. Holder’s regular method of tax accounting. In

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general, the amount of original issue discount included in income by the initial U.S. Holder of an Original Issue Discount Note is the sum of the daily portions of original issue discount with respect to the Original Issue Discount Note for each day during the taxable year (or portion of the taxable year) on which the U.S. Holder held the Original Issue Discount Note. The daily portion of original issue discount on any Original Issue Discount Note is determined by allocating to each day in any accrual period a ratable portion of the original issue discount allocable to that accrual period. An accrual period may be of any length and the accrual periods may vary in length over the term of the Original Issue Discount Note, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs either on the final day of an accrual period or on the first day of an accrual period. The amount of original issue discount allocable to each accrual period is generally equal to the difference between (i) the product of the Original Issue Discount Note’s adjusted issue price at the beginning of the applicable accrual period and its yield to maturity (determined on the basis of compounding at the close of each accrual period and appropriately adjusted to take into account the length of the particular accrual period) and (ii) the amount of any qualified stated interest payments allocable to the applicable accrual period. The adjusted issue price of an Original Issue Discount Note at the beginning of any accrual period is the sum of the issue price of the Original Issue Discount Note plus the amount of original issue discount allocable to all prior accrual periods minus the amount of any prior payments on the Original Issue Discount Note that were not qualified stated interest payments. Under these rules, U.S. Holders generally will have to include in income increasingly greater amounts of original issue discount in successive accrual periods.

A U.S. Holder who purchases an Original Issue Discount Note for an amount that is greater than its adjusted issue price as of the purchase date and less than or equal to the sum of all amounts payable on the Original Issue Discount Note after the purchase date other than payments of qualified stated interest, will be considered to have purchased the Original Issue Discount Note at an acquisition premium. Under the acquisition premium rules, the amount of original issue discount which the U.S. Holder generally must include in its gross income with respect to the Original Issue Discount Note for any taxable year (or portion thereof in which the U.S. Holder holds the Original Issue Discount Note) will be reduced (but not below zero) by the portion of the acquisition premium properly allocable to the period.

Under the OID Regulations, Floating Rate Notes and Indexed Notes (Variable Notes) are subject to special rules whereby a Variable Note will qualify as a variable rate debt instrument if, among other things, (a) its issue price does not exceed the total noncontingent principal payments due under the Variable Note by more than a specified de minimis amount and (b) it provides for stated interest, paid or compounded at least annually, at current values of (i) one or more qualified floating rates, (ii) a single fixed rate and one or more qualified floating rates, (iii) a single objective rate, or (iv) a single fixed rate and a single objective rate that is a qualified inverse floating rate.

A qualified floating rate is any variable rate where variations in the value of the rate can reasonably be expected to measure

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contemporaneous variations in the cost of newly borrowed funds in the currency in which the Variable Note is denominated. Although a multiple of a qualified floating rate will generally not itself constitute a qualified floating rate, a variable rate equal to the product of a qualified floating rate and a fixed multiple that is greater than .65 but not more than 1.35 will constitute a qualified floating rate. A variable rate equal to the product of a qualified floating rate and a fixed multiple that is greater than .65 but not more than 1.35, increased or decreased by a fixed rate, will also constitute a qualified floating rate. In addition, under the OID Regulations, two or more qualified floating rates that can reasonably be expected to have approximately the same values throughout the term of the Variable Note (e.g., two or more qualified floating rates with values within 25 basis points of each other as determined on the Variable Note’s issue date) will be treated as a single qualified floating rate. Notwithstanding the foregoing, a variable rate that would otherwise constitute a qualified floating rate but which is subject to one or more restrictions such as a maximum numerical limitation (i.e., a cap) or a minimum numerical limitation (i.e., a floor) may, under certain circumstances, fail to be treated as a qualified floating rate under the OID Regulations unless the cap or floor is fixed throughout the term of the Note or is not reasonably expected to affect significantly the yield on the Note. An objective rate is a rate that is not itself a qualified floating rate but which is determined using a single fixed formula and that is based on objective financial or economic information. A rate will not qualify as an objective rate if it is based on information that is within the control of the issuer (or a related party) or that is unique to the circumstances of the issuer (or a related party), such as dividends, profits, or the value of the issuer’s stock (although a rate does not fail to be an objective rate merely because it is based on the credit quality of the issuer). A qualified inverse floating rate is any objective rate where the rate is equal to a fixed rate minus a qualified floating rate, as long as variations in the rate can reasonably be expected to inversely reflect contemporaneous variations in the qualified floating rate.

The OID Regulations also provide that if a Variable Note provides for stated interest at a fixed rate for an initial period of one year or less followed by a variable rate that is either a qualified floating rate or an objective rate and if the variable rate on the Variable Note’s issue date is intended to approximate the fixed rate (e.g., the value of the variable rate on the issue date does not differ from the value of the fixed rate by more than 25 basis points), then the fixed rate and the variable rate together will constitute either a single qualified floating rate or objective rate, as the case may be.

If a Variable Note that provides for stated interest at either a single qualified floating rate or a single objective rate throughout the term thereof qualifies as a variable rate debt instrument under the OID Regulations and if the interest on the Note is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually, then all stated interest on the Note will constitute qualified stated interest and will be taxed accordingly. Thus, a Variable Note that provides for stated interest at either a single qualified floating rate or a single objective rate throughout the term thereof and that qualifies as a variable rate debt instrument under the OID Regulations will generally not be treated as

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having been issued with original issue discount unless the Variable Note is issued at a “true” discount (i.e., at a price below the Note’s stated principal amount) in excess of a specified de minimis amount. The amount of qualified stated interest and the amount of original issue discount, if any, that accrues during an accrual period on a Variable Note is determined under the rules applicable to fixed rate debt instruments by assuming that the variable rate is a fixed rate equal to (i) in the case of a qualified floating rate or qualified inverse floating rate, the value, as of the issue date, of the qualified floating rate or qualified inverse floating rate, or (ii) in the case of an objective rate (other than a qualified inverse floating rate), a fixed rate that reflects the yield that is reasonably expected for the Variable Note. The qualified stated interest allocable to an accrual period is increased (or decreased) if the interest actually paid during an accrual period exceeds (or is less than) the interest assumed to be paid during the accrual period pursuant to the foregoing rules.

In general, any other Variable Note that qualifies as a variable rate debt instrument will be converted into an “equivalent” fixed rate debt instrument for purposes of determining the amount and accrual of original issue discount and qualified stated interest on this type of Variable Note. The OID Regulations generally require that a Variable Note be converted into an “equivalent” fixed rate debt instrument by substituting any qualified floating rate or qualified inverse floating rate provided for under the terms of that Variable Note with a fixed rate equal to the value of the qualified floating rate or qualified inverse floating rate, as the case may be, as of the Variable Note’s issue date. Any objective rate (other than a qualified inverse floating rate) provided for under the terms of the Variable Note is converted into a fixed rate that reflects the yield that is reasonably expected for the Variable Note. In the case of a Variable Note that qualifies as a variable rate debt instrument and provides for stated interest at a fixed rate in addition to either one or more qualified floating rates or a qualified inverse floating rate, the fixed rate generally is initially converted into a qualified floating rate (or a qualified inverse floating rate, if the Variable Note provides for a qualified inverse floating rate). Under these circumstances, the qualified floating rate or qualified inverse floating rate that replaces the fixed rate must be a figure so that the fair market value of the Variable Note as of the Variable Note’s issue date is approximately the same as the fair market value of an otherwise identical debt instrument that provides for either the qualified floating rate or qualified inverse floating rate rather than the fixed rate. Subsequent to converting the fixed rate into either a qualified floating rate or a qualified inverse floating rate, the Variable Note is then converted into an “equivalent” fixed rate debt instrument in the manner described above. Once the Variable Note is converted into an “equivalent” fixed rate debt instrument pursuant to the foregoing rules, the amount of original issue discount and qualified stated interest, if any, are determined for the “equivalent” fixed rate debt instrument by applying the general original issue discount rules to the “equivalent” fixed rate debt instrument and a U.S. Holder of the Variable Note will account for the original issue discount and qualified stated interest as if the U.S. Holder held the “equivalent” fixed rate debt instrument. Appropriate adjustments will be made for each accrual period to the amount of qualified stated interest or original issue discount assumed to have been accrued or paid with respect to the “equivalent” fixed

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rate debt instrument in the event that those amounts differ from the actual amount of interest accrued or paid on the Variable Note during the accrual period.

If a Variable Note does not qualify as a variable rate debt instrument under the OID Regulations, then the Variable Note would be treated as a contingent payment debt obligation. The Treasury Department has issued final regulations (the CPDI Regulations) concerning the proper United States federal income tax treatment of contingent payment debt instruments. In general, the CPDI Regulations would cause the timing and character of income, gain or loss reported on a contingent payment debt instrument to substantially differ from the timing and character of income, gain or loss reported on a contingent payment debt instrument under general principles of current United States federal income tax law. The CPDI Regulations generally require a U.S. Holder of this type of instrument to include future contingent and noncontingent interest payments in income as the interest accrues based upon a projected payment schedule with adjustments for differences between actual and projected contingent payments. Moreover, in general, under the CPDI Regulations, any gain recognized by a U.S. Holder on the sale, exchange, or retirement of a contingent payment debt instrument will be treated as ordinary income and all or a portion of any loss realized could be treated as ordinary loss as opposed to capital loss (depending upon the circumstances). The proper United States federal income tax treatment of any Variable Notes that are treated as contingent payment debt obligations will be more fully described in the applicable pricing supplement. Furthermore, any other special United States federal income tax considerations, not otherwise discussed herein, which are applicable to any particular issue of Notes will be discussed in the applicable pricing supplement.

Certain of the Notes (i) may be redeemable at the option of the Company prior to their Stated Maturity Date (a call option) and/or (ii) may be repayable at the option of the holder prior to their Stated Maturity Date (a put option). Notes containing these features may be subject to rules that differ from the general rules discussed above. Investors intending to purchase Notes with these features should consult their own tax advisors, since the original issue discount consequences will depend, in part, on the particular terms and features of the purchased Notes.

U.S. Holders may generally, upon election, include in income all interest (including stated interest, acquisition discount, original issue discount, de minimis original issue discount, market discount, de minimis market discount, and unstated interest, as adjusted by any amortizable bond premium or acquisition premium) that accrues on a debt instrument by using the constant yield method applicable to original issue discount, subject to certain limitations and exceptions.

Short-Term Notes

In general, an individual or other cash method U.S. Holder is not required to accrue original issue discount on Notes that have a fixed maturity of one year or less (Short-Term Notes) unless the U.S. Holder elects to do so. If the election is not made, any gain recognized by the U.S. Holder on the sale, exchange or maturity of the Short-Term Note will be ordinary income to the extent

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of the original issue discount accrued on a straight-line basis, or upon election under the constant yield method (based on daily compounding), through the date of sale, exchange or maturity, and a portion of the deductions otherwise allowable to the U.S. Holder for interest on borrowings allocable to the Short-Term Note will be deferred until a corresponding amount of income is realized. U.S. Holders who report income for United States federal income tax purposes under the accrual method, and certain other holders including banks and dealers in securities, are required to accrue original issue discount on a Short-Term Note on a straight-line basis unless an election is made to accrue the original issue discount under a constant yield method (based on daily compounding).

Market Discount

If a U.S. Holder purchases a Note, other than an Original Issue Discount Note, for an amount that is less than its stated redemption price at maturity or, in the case of an Original Issue Discount Note, for an amount that is less than its revised issue price as of the purchase date, the U.S. Holder will be treated as having purchased the Note at a market discount, unless the market discount is less than a specified de minimis amount.

Under the market discount rules, a U.S. Holder will be required to treat any partial principal payment (or, in the case of an Original Issue Discount Note, any payment that does not constitute qualified stated interest) on, or any gain realized on the sale, exchange, retirement or other disposition of a Note as ordinary income to the extent of the lesser of (i) the amount of the payment or realized gain or (ii) the market discount which has not previously been included in income and is treated as having accrued on the Note at the time of the payment or disposition. Market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the Note, unless the U.S. Holder elects to accrue market discount on the basis of semiannual compounding. A U.S. Holder may be required to defer the deduction of all or a portion of the interest paid or accrued on any indebtedness incurred or maintained to purchase or carry a Note with market discount until the maturity of the Note or certain earlier dispositions, because a current deduction is only allowed to the extent the interest expense exceeds an allocable portion of market discount. A U.S. Holder may elect to include market discount in income currently as it accrues (on either a ratable or semiannual compounding basis), in which case the rules described above regarding the treatment as ordinary income of gain upon the disposition of the Note and upon the receipt of certain cash payments and regarding the deferral of interest deductions will not apply. Generally, this currently included market discount is treated as ordinary interest income for United States federal income tax purposes. This election will apply to all debt instruments acquired by the U.S. Holder on or after the first day of the first taxable year to which the election applies and may be revoked only with the consent of the IRS.

Premium

If a U.S. Holder purchases a Note for an amount that is greater than the sum of all amounts payable on the Note after the purchase date other than payments of qualified stated interest, the U.S. Holder will be considered to have purchased the Note with amortizable bond premium equal in

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amount to the excess. A U.S. Holder may elect to amortize the premium using a constant yield method over the remaining term of the Note and may offset interest otherwise required to be included in respect of the Note during any taxable year by the amortized amount of the excess for the taxable year. However, if the Note may be optionally redeemed after the U.S. Holder acquires it at a price in excess of its stated redemption price at maturity, special rules would apply which could result in a deferral of the amortization of some bond premium until later in the term of the Note. Any election to amortize bond premium applies to all taxable debt instruments acquired by the U.S. Holder on or after the first day of the first taxable year to which the election applies and may be revoked only with the consent of the IRS.

Disposition of a Note

Except as discussed above, upon the sale, exchange or retirement of a Note, a U.S. Holder generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or retirement (other than amounts representing accrued and unpaid interest) and the U.S. Holder’s adjusted tax basis in the Note. A U.S. Holder’s adjusted tax basis in a Note generally will equal the U.S. Holder’s initial investment in the Note increased by any original issue discount included in income (and accrued market discount, if any, if the U.S. Holder has included that market discount in income) and decreased by the amount of any payments, other than qualified stated interest payments, received and amortizable bond premium taken with respect to the Note. This gain or loss generally will be long-term capital gain or loss if the Note is held for more than one year. Non-corporate taxpayers are subject to reduced maximum rates on long-term capital gains and are generally subject to tax at ordinary income rates on net short-term capital gains. The deductibility of capital losses is subject to certain limitations. Prospective investors should consult their own tax advisors concerning these tax law provisions.

Notes Payable in a Currency other than U.S. Dollars

Cash Method

A U.S. Holder who uses the cash method of accounting for United States federal income tax purposes and who receives a payment of interest on a Note (other than original issue discount or market discount) will be required to include in income the U.S. dollar value of the foreign currency payment (determined on the date the payment is received) regardless of whether the payment is in fact converted to U.S. dollars at that time, and the U.S. dollar value will be the U.S. Holder’s tax basis in the foreign currency.

Accrual Method

A U.S. Holder who uses the accrual method of accounting for United States federal income tax purposes, or who otherwise is required to accrue interest prior to receipt, will be required to include in income the U.S. dollar value of the amount of interest income (including original issue discount or market discount and reduced by amortizable bond premium to the extent applicable) that has accrued and is otherwise required to be taken into account with respect to a Note during an accrual period. The U.S. dollar value of the accrued income will be determined by translating the income at the average rate of exchange for the accrual period or, with respect to an accrual

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period that spans two taxable years, at the average rate for the partial period within the taxable year. A U.S. Holder may elect, however, to translate the accrued interest income using the rate of exchange on the last day of the accrual period or, with respect to an accrual period that spans two taxable years, using the rate of exchange on the last day of the taxable year. If the last day of an accrual period is within five business days of the date of receipt of the accrued interest, a U.S. Holder may translate the interest using the rate of exchange on the date of receipt. The above election will apply to all debt instruments held by the U.S. Holder at the beginning of the taxable year to which the election applies and to all debt instruments subsequently acquired by the U.S. Holder. The election may not be changed without the consent of the IRS. A U.S. Holder should consult a tax advisor before making the above election. A U.S. Holder will recognize exchange gain or loss (which will be treated as ordinary income or loss) with respect to accrued interest income on the date the income is received (regardless of whether the payment is actually converted to U.S. dollars). The amount of ordinary income or loss recognized will equal the difference, if any, between the U.S. dollar value of the foreign currency payment received (determined on the date the payment is received) in respect of the applicable accrual period and the U.S. dollar value of interest income that has accrued during the accrual period (as determined above).

Purchase, Sale and Retirement of Notes

A U.S. Holder who purchases a Note with previously owned foreign currency will recognize ordinary income or loss in an amount equal to the difference, if any, between the U.S. Holder’s tax basis in the foreign currency and the U.S. dollar fair market value of the foreign currency used to purchase the Note, determined on the date of purchase.

Except as discussed above with respect to Short-Term Notes, upon the sale, exchange or retirement of a Note, a U.S. Holder will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or retirement and the U.S. Holder’s adjusted tax basis in the Note. This gain or loss generally will be capital gain or loss (except to the extent of any accrued market discount not previously included in the U.S. Holder’s income) and will be long-term capital gain or loss if at the time of sale, exchange or retirement the Note has been held by the U.S. Holder for more than one year. To the extent the amount realized represents accrued but unpaid interest, however, these amounts must be taken into account as interest income (to the extent not previously taken into income under the accrual method), with exchange gain or loss computed as described in “—Notes Payable In A Currency Other Than U.S. Dollars—Accrual Method” above. If a U.S. Holder receives foreign currency on this type of sale, exchange or retirement, the amount realized will be based on the U.S. dollar value of the foreign currency on the date the payment is received or the Note is disposed of (or deemed disposed of as a result of a material change in the terms of the Note), depending on the U.S. Holder’s method of accounting. In the case of a Note that is denominated in foreign currency and is traded on an established securities market, a cash basis U.S. Holder (or, upon election, an accrual basis U.S. Holder) will determine the U.S. dollar value of the amount realized by translating the foreign currency payment at the spot rate of exchange on the settlement date of the sale. A U.S. Holder’s adjusted

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tax basis in a Note generally will equal the cost of the Note to that holder, increased by the amounts of any market discount or original issue discount previously included in income by the holder with respect to the Note and reduced by any amortized acquisition or other premium and any principal payments received by the holder. A U.S. Holder’s tax basis in a Note, and the amount of any subsequent adjustments to the holder’s tax basis, will be the U.S. dollar value of the foreign currency amount paid for the Note, or of the foreign currency amount of the adjustment, determined on the date of the purchase or adjustment.

Gain or loss realized upon the sale, exchange or retirement of a Note that is attributable to fluctuations in currency exchange rates will be ordinary income or loss which will not be treated as interest income or expense. Gain or loss attributable to fluctuations in exchange rates (exclusive of exchange gain or loss, if any, with respect to accrued interest) will equal the difference between the U.S. dollar value of the foreign currency principal amount of the Note, determined on the date the payment is received or the Note is disposed of, and the U.S. dollar value of the foreign currency principal amount of the Note, determined on the date the U.S. Holder acquired the Note. Such foreign currency gain or loss will be recognized only to the extent of the total gain or loss realized by the U.S. Holder on the sale, exchange or retirement of the Note.

Original Issue Discount

In the case of an Original Issue Discount Note or Short-Term Note, (i) original issue discount is determined in units of the foreign currency, (ii) accrued original issue discount is translated into U.S. dollars as described in “—Notes Payable In A Currency Other Than U.S. Dollars— Accrual Method” above and (iii) the amount of foreign currency gain or loss on the accrued original issue discount is determined by comparing the amount of income received attributable to the discount (either upon payment, maturity or an earlier disposition), as translated into U.S. dollars at the rate of exchange on the date of the receipt, with the amount of original issue discount accrued, as translated above.

Premium and Market Discount

In the case of a Note with market discount, (i) market discount is determined in units of the foreign currency, (ii) accrued market discount taken into account upon the receipt of any partial principal payment or upon the sale, exchange, retirement or other disposition of the Note (other than accrued market discount required to be taken into account currently) is translated into U.S. dollars at the exchange rate on the disposition date (and no part of the accrued market discount is treated as exchange gain or loss) and (iii) accrued market discount currently includible in income by a U.S. Holder for any accrual period is translated into U.S. dollars on the basis of the average exchange rate in effect during the applicable accrual period, and the exchange gain or loss is determined upon the receipt of any partial principal payment or upon the sale, exchange, retirement or other disposition of the Note in the manner described in “—Notes Payable In A Currency Other Than U.S. Dollars—Accrual Method” above with respect to computation of exchange gain or loss on accrued interest.

With respect to a Note acquired with amortizable bond premium, the premium is determined in the relevant foreign currency and reduces interest income in units of the foreign currency. Although not entirely clear, a U.S. Holder should recognize

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exchange gain or loss equal to the difference between the U.S. dollar value of the bond premium amortized with respect to a period, determined on the date the interest attributable to that period is received, and the U.S. dollar value of the bond premium determined on the date of the acquisition of the Note.

Exchange of Foreign Currencies

A U.S. Holder will have a tax basis in any foreign currency received as interest or on the sale, exchange or retirement of a Note equal to the U.S. dollar value of that foreign currency, determined at the time the interest is received or at the time of the sale, exchange or retirement. Any gain or loss realized by a U.S. Holder on a sale or other disposition of foreign currency (including its exchange for U.S. dollars or its use to purchase Notes) will be ordinary income or loss.

Backup Withholding

Backup withholding of United States Federal income tax may apply to payments made in respect of the Notes to registered owners who are not exempt recipients and who fail to provide their taxpayer identification number, provide an incorrect taxpayer identification number, fail to report interest, dividends or other reportable payments properly or, under certain circumstances, fail to provide a certified statement of exemption from backup withholding. Generally, individuals are not exempt recipients, but corporations and certain other entities generally are exempt recipients. Payments made in respect of the Notes to a U.S. Holder as well as the accrual of interest on Original Issue Discount Notes, must generally be reported to the IRS, unless the U.S. Holder is an exempt recipient.

In addition, upon the sale of a Note by a U.S. Holder to (or through) a broker, the purchase price would be subject to backup withholding, unless either (i) the broker determines that the seller is a corporation or other exempt recipient or (ii) the seller provides, in the required manner, certain identifying information. This type of sale must also generally be reported by the broker to the IRS, unless the broker determines that the seller is an exempt recipient.

Any amounts withheld under the backup withholding rules from a payment to a beneficial owner would be allowed as a refund or a credit against the beneficial owner’s United States federal income tax provided the required information is furnished to the IRS.

PLAN OF DISTRIBUTION

The Notes are being offered on a continuing basis for sale by the Company through [Insert Agents] (the Agents), who have agreed to use their best efforts to solicit purchases of the Notes. The Company retains the right to offer the Notes directly to investors.

The Agents, individually or in a syndicate, may purchase Notes, as principal, from us from time to time for resale to investors and other purchasers at varying prices relating to prevailing market prices at the time of resale as determined by the applicable Agent or, if so specified in the applicable pricing supplement, for resale at a fixed offering price. However, we may

S-46

agree with an Agent for that Agent to use its best efforts on an agency basis on our behalf to solicit offers to purchase Notes at 100% of the principal amount thereof, unless otherwise specified in the applicable pricing supplement. We will pay a commission to an Agent, ranging from 0.125% to 0.750% of the principal amount of each Note, depending upon its stated maturity, sold through that Agent as our agent. We will negotiate commissions with respect to Notes with stated maturities in excess of 30 years that are sold through an Agent as our agent at the time of the related sale.

In addition, we estimate our expenses incurred in connection with the offering and sale of the Notes, including reimbursement of certain of the Agents’ expenses, will total approximately $250,000.

Unless otherwise specified in the applicable pricing supplement, any Note sold to an Agent as principal will be purchased by that Agent at a price equal to 100% of the principal amount thereof less a percentage of the principal amount equal to the commission applicable to an agency sale of a Note of identical maturity. An Agent may sell Notes it has purchased from us as principal to certain dealers less a concession equal to all or any portion of the discount received in connection with that purchase. An Agent may allow, and dealers may reallow, a discount to certain other dealers. After the initial offering of Notes, the offering price (in the case of Notes to be resold on a fixed offering price basis), the concession and the reallowance may be changed.

The Company reserves the right to withdraw, cancel or modify the offering of Notes at any time without notice and may reject orders in whole or in part whether placed directly with the Company or through the Agents. Each Agent will have the right, exercisable in its reasonable discretion, to reject any proposed purchase of Notes in whole or in part.

The Notes are a new issue of securities with no established trading market. The Notes will not be listed on any national or regional securities exchange. The Agents have informed the Company that they intend to make a market in the Notes, but are under no obligation to do so and any Agent may cease making a market in the Notes at any time. Therefore, no assurance can be given that a trading market for the Notes will exist in the future.

In connection with an offering of Notes purchased by one or more Agents as principal on a fixed offering price basis, the applicable Agent(s) will be permitted to engage in certain transactions that stabilize the price of Notes. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of Notes. If the Agent creates or the Agents create, as the case may be, a short position in Notes, i.e., if it sells or they sell Notes in an aggregate principal amount exceeding that set forth in the applicable pricing supplement, the applicable Agent(s) may reduce that short position by purchasing Notes in the open market. In general, purchases of Notes for the purpose of stabilization or to reduce a short position could cause the price of Notes to be higher than it might be in the absence of those purchases.

Neither the Company nor any of the Agents makes any representation or prediction as to the direction or magnitude of any effect that the transactions described in the immediately preceding paragraph may

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have on the price of Notes. In addition, neither the Company nor any of the Agents makes any representation that the Agents will engage in any stabilizing transactions or that these transactions, once commenced, will not be discontinued without notice.

The Agents may be deemed to be “underwriters” within the meaning of the Securities Act of 1933. The Company has agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the Agents may be required to make in respect thereof. The Company has agreed to reimburse the Agents for certain other expenses.

Each of the Agents and their affiliates may have provided investment banking services or financial services to the Company or its affiliates from time to time and may do so in the future.

Some of the Agents or their affiliates hold and may in the future hold our commercial paper and may receive a portion of the net proceeds of an offering of Notes where we use such proceeds to refund commercial paper. See USE OF PROCEEDS. If more than 10% of the net proceeds of an offering of the Notes is to be paid to such Agents or their affiliates, the NASD Conduct Rules require that the offering be conducted by the Agents in compliance with NASD Rule 2710(c)(8).

From time to time, we may sell other securities referred to in the accompanying base prospectus, and the amount of Notes offered hereby may be reduced as a result of these sales.

LEGAL OPINIONS

Certain legal matters in connection with the Notes will be passed upon for the Company by McGuireWoods LLP, and for any agents by Troutman Sanders LLP, who also performs certain legal services for the Company and its affiliates on other matters.

S-48

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

	Estimated
Securities and Exchange Commission Fee (Actual)	$	128,862
Transfer Agent and Registrar Fees		100,000
Fees and Expenses of Trustees		150,000
Rating Agency Fees		275,000
Printing Expenses		300,000
Accountants’ Fees		250,000
New York Stock Exchange Listing Fee		60,000
Counsel Fees		350,000
Miscellaneous		275,000
Total	$	1,888,862

Item 15. Indemnification of Directors and Officers.

Article VI of Dominion’s Articles of Incorporation mandates indemnification of its directors and officers to the full extent permitted by the Virginia Stock Corporation Act (the Virginia Act) and any other applicable law. The Virginia Act permits a corporation to indemnify its directors and officers against liability incurred in all proceedings, including derivative proceedings, arising out of their service to the corporation or to other corporations or enterprises that the officer or director was serving at the request of the corporation, except in the case of willful misconduct or a knowing violation of a criminal law. Dominion is required to indemnify its directors and officers in all such proceedings if they have not violated this standard.

In addition, Article VI of Dominion’s Articles of Incorporation limits the liability of its directors and officers to the full extent permitted by the Virginia Act as now and hereafter in effect. The Virginia Act places a limit on the liability of a director or officer in derivative or shareholder proceedings equal to the lesser of (i) the amount specified in the corporation’s articles of incorporation or a shareholder-approved bylaw; or (ii) the greater of (a) $100,000 or (b) twelve months of cash compensation received by the director or officer. The limit does not apply in the event the director or officer has engaged in willful misconduct or a knowing violation of a criminal law or a federal or state securities law. The effect of Dominion’s Articles of Incorporation, together with the Virginia Act, is to eliminate liability of directors and officers for monetary damages in derivative or shareholder proceedings so long as the required standard of conduct is met.

Dominion has purchased directors’ and officers’ liability insurance policies. Within the limits of their coverage, the policies insure (1) the directors and officers of Dominion against certain losses resulting from claims against them in their capacities as directors and officers to the extent that such losses are not indemnified by Dominion and (2) Dominion to the extent that it indemnifies such directors and officers for losses as permitted under the laws of Virginia.

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Item 16. Exhibits.

Exhibit No.		Description of Document
1	.1	Form of Underwriting Agreement (incorporated by reference from Exhibit 1.1 to our Registration Statement on Form S-3, dated July 13, 2002, File No. 333-97393). (Note: The form incorporated herein is for Senior Debt Securities. A similar form will be used for Common Stock, Preferred Stock, Trust Preferred Securities, Stock Purchase Contracts or Stock Purchase Units with appropriate conforming changes.)
1	.2	Form of Distribution Agreement for offering of Medium-Term Notes, Series B.
3	.1	Articles of Incorporation as in effect on August 9, 1999, as amended effective March 12, 2001 (incorporated by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, File No. 1-8489).
3	.2	Bylaws as in effect since October 20, 2000 (incorporated by reference from Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, File No. 1-8489.)
4	.1	Senior Indenture dated as of June 1, 2000 between Dominion Resources, Inc. and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee, as supplemented from time to time (incorporated by reference from Exhibit 4(iii) to our Registration Statement on Form S-3, dated December 21, 1999, File No. 333-93187.)
4	.2	Junior Subordinated Indenture dated as of December 1, 1997 between Dominion Resources, Inc. and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee, as supplemented from time to time (incorporated by reference from Exhibit 4.1 to our Registration Statement on Form S-4, dated April 21, 1998, File No. 333-50653.)
4	.3	A Preferred Stock and a Common Stock certificate will be filed with each issuance on Form 8-K.
4	.4	Form of Supplemental Indenture to Senior Indenture (incorporated by reference from Exhibit 4.6 to our Registration Statement on Form S-3, dated February 20, 2001, File No. 333-55904.)
4	.5	Form of Supplemental Indenture to Junior Subordinated Indenture (incorporated by reference from Exhibit 4.7 to our Registration Statement on Form S-3, dated February 20, 2001, File No. 333-55904.)
4	.6	Form of Guarantee Agreement to be delivered by Dominion Resources, Inc. (incorporated by reference from Exhibit 4.8 to our Registration Statement on Form S-3, dated February 20, 2001, File No. 333-55904.)
4	.7	Certificate of Trust of Dominion Resources Capital Trust IV (incorporated by reference from Exhibit 4.9 to our Registration Statement on Form S-3, dated February 20, 2001, File No. 333-55904.)
4	.8	Trust Agreement of Dominion Resources Capital Trust IV, dated as of February 16, 2001 (incorporated by reference from Exhibit 4.10 to our Registration Statement on Form S-3, dated February 20, 2001, File No. 333-55904.)

II-2

Exhibit No.		Description of Document
4	.9	Form of Amended and Restated Trust Agreement (incorporated by reference from Exhibit 4.11 to our Registration Statement on Form S-3, dated February 20, 2001, File No. 333-55904).
4	.10	Form of Preferred Security (Exhibit A to the Form of Amended and Restated Trust Agreement contained in Exhibit 4.9).
4	.11	Form of Agreement as to Expenses and Liabilities (incorporated by reference from Exhibit 4.15 to our Registration Statement on Form S-3, dated February 20, 2001, File No. 333-55904).
4	.12	Form of Purchase Contract Agreement
4	.13	Form of Pledge Agreement
4	.14	Form of Remarketing Agreement
4	.15	Form of Exchange Rate Agreement between the Company and the Exchange Rate Agent named therein (incorporated by reference from Exhibit 4.18 to our Registration Statement on Form S-3, dated July 31, 2002, File No. 333-97393).
4	.16	Form of Calculation Agent Agreement between the Company and the Calculation Agent named therein (incorporated by reference from Exhibit 4.19 to our Registration Statement on Form S-3, dated July 31, 2002, File No. 333-97393).
4	.17	Form of Fixed Rate Medium-Term Note, Series B (incorporated by reference from Exhibit 4.20 to our Registration Statement on Form S-3, dated July 31, 2002, File No. 333-97393).
4	.18	Form of Floating Rate Medium-Term Notes, Series B (incorporated by reference from Exhibit 4.21 to our Registration Statement on Form S-3, dated July 31, 2002, File No. 333-97393).
5	.1	Opinion of McGuireWoods LLP, counsel to Dominion Resources, Inc., with respect to the Offered Securities.
5	.2	Opinion of Richards, Layton & Finger, P.A., Delaware counsel to Dominion Resources, Inc. and Dominion Resources Capital Trust IV, with respect to the Offered Securities.
12		Computation of Ratio of Earnings to Fixed Charges (incorporated by reference from Exhibit 12 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003, File No. 1-8489).
23	.1	Consent of McGuireWoods LLP (contained in Exhibit 5.1).
23	.2	Consent of Richards, Layton & Finger, P.A. (contained in Exhibit 5.2).
23	.3	Consent of Deloitte & Touche LLP.
23	.4	Consent of Ralph E. Davis Associates, Inc. (incorporated by reference from Exhibit 23.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, File No. 1-8489).
23	.5	Consent of Ryder Scott Company, L.P. (incorporated by reference from Exhibit 23.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, File No. 1-8489).
24		Powers of Attorney (included herein).
25	.1	Statement of Eligibility of JPMorgan Chase Bank for the Senior Debt Securities.
25	.2	Statement of Eligibility of JPMorgan Chase Bank for the Junior Subordinated Debentures.
25	.3	Statement of Eligibility of JPMorgan Chase Bank for the Dominion Resources Capital Trust IV Trust Preferred Securities.
25	.4	Statement of Eligibility of JPMorgan Chase Bank for the Guarantee related to Dominion Resources Capital Trust IV.

II-3

Item 17. Undertakings.

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b), if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) For purposes of determining any liability under the Securities Act of 1933, each filing of each such registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each registrant pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant agrees that it will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-4

(6)

(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by such registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, the Commonwealth of Virginia, on the 2nd day of July 2003.

DOMINION RESOURCES, INC.
By:	/S/     THOS E. CAPPS
	(Thos. E. Capps, Chairman of the Board of Directors, President and Chief Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on the 2nd of July 2003. The officers and directors whose signatures appear below hereby constitute Patricia A. Wilkerson, Karen W. Doggett, James F. Stutts or Mark O. Webb, any one of whom may act, as their true and lawful attorneys-in-fact, with full power to sign on their behalf individually and in each capacity stated below and file all amendments and post-effective amendments to the registration statement making such changes in the registration statement as the registrant deems appropriate, and file any registration statement registering additional securities under Rule 462(b)(3) of the Securities Act of 1933, and generally to do all things in their name in their capacities as officers and directors to enable the registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/    SUSAN B. ALLEN Susan B. Allen	Director
/s/    PETER W. BROWN Peter W. Brown	Director
/s/    RONALD J. CALISE Ronald J. Calise	Director
/s/    THOS. E. CAPPS Thos. E. Capps	Chairman of the Board of Directors, President and Chief Executive Officer
/s/    GEORGE A. DAVIDSON, JR. George A. Davidson, Jr.	Director
/s/    JOHN W. HARRIS John W. Harris	Director
/s/    ROBERT S. JEPSON, JR. Robert S. Jepson, Jr.	Director
/s/    BENJAMIN J. LAMBERT, III Benjamin J. Lambert, III	Director

II-6

Signature	Title
/s/    RICHARD L. LEATHERWOOD Richard L. Leatherwood	Director
/s/    MARGARET A. MCKENNA Margaret A. McKenna	Director
/s/    K. A. RANDALL K. A. Randall	Director
/s/    FRANK S. ROYAL Frank S. Royal	Director
/s/    S. DALLAS SIMMONS S. Dallas Simmons	Director
/s/    ROBERT H. SPILMAN Robert H. Spilman	Director
/s/    DAVID A. WOLLARD David A. Wollard	Director
/s/    THOMAS N. CHEWNING Thomas N. Chewning	Executive Vice President and Chief Financial Officer
/s/    STEVEN A. ROGERS Steven A. Rogers	Vice President and Controller (Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, Dominion Resources Capital Trust IV has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, the Commonwealth of Virginia, on the 2nd day of July 2003.

DOMINION RESOURCES CAPITAL TRUST IV By Dominion Resources, Inc., as Sponsor
By:	/S/    G. SCOTT HETZER
Name:	G. Scott Hetzer, Senior Vice President and       Treasurer

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EX-1.2

                                                                     Exhibit 1.2

                               U.S. $3,000,000,000
                            DOMINION RESOURCES, INC.

                                Medium-Term Notes
                                    Series B

                             DISTRIBUTION AGREEMENT

                                   ----------

                                     [date]

[names and addresses of Agents]

     The undersigned, Dominion Resources, Inc. (the Company), hereby confirms
its agreement with each of you with respect to the issuance and sale by the
Company of the below-described Notes.

     Subject to the terms and conditions stated herein, the Company (i) hereby
appoints each of [names of Agents], as an agent of the Company, for the purpose
of soliciting and receiving offers to purchase such Notes from the Company by
others, and (ii) hereby agrees that whenever the Company determines to sell such
Notes directly to one or more of you as principal for resale to others it will,
if requested by any of you to whom such Notes are to be sold, enter into a Terms
Agreement relating to such sale in accordance with the provisions of Section
3(b) hereof. The Company reserves the right to sell such Notes directly on its
own behalf to investors, and to or through any of you or any other person whom
the Company may appoint as agent in the future. As used herein, the terms
"Agent", "you", "your" and the like shall refer to each of [names of Agents],
and any other agent named by the Company who becomes a party to this Agreement,
individually, and, as the context requires, to all of such firms collectively.

     1. Description of Notes. The Company proposes to issue and sell up to U.S.
$3,000,000,000* aggregate principal amount of its Medium-Term Notes, Series B
due 9 months or more from the date of issue (the Notes). The Notes will have the
maturity ranges, interest rates per annum, redemption and repayment provisions
and other terms specified from time to time in the Prospectus referred to below.
The Notes are to be

- ----------
* Or the equivalent in foreign currencies or composite currencies as specified
in a pricing supplement (with U.S. dollars or such specified foreign currencies
or composite currencies being referred to herein as the "Specified Currency").



issued pursuant to the Company's Indenture, dated as of June 1, 2000, between
the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan
Bank), as Trustee (the Trustee), as previously supplemented, and as further
supplemented by a Fourteenth Supplemental Indenture, dated as of [date] (such
Indenture, as supplemented, is referred to herein as the Indenture). All
capitalized terms not defined herein have the meanings ascribed to them in the
Indenture.

     2. Representations and Warranties of the Company. The Company represents
and warrants to you that:

          (a) The registration statement on Form S-3 (Reg. No. 333-     ,) for
                                                                   -----
     the registration of debt securities, including the Notes, junior
     subordinated debentures, trust preferred securities and related guarantee,
     common stock, preferred stock, stock purchase contracts and stock purchase
     units under the Securities Act of 1933, as amended (the Securities Act),
     heretofore filed with the Securities and Exchange Commission (the
     Commission), has been declared effective. The registration statement,
     including all exhibits thereto, (and any further registration statements
     which may be filed by the Company for the purpose of registering additional
     Notes and in connection with which this Agreement is included as an
     exhibit) and the prospectus constituting a part of such registration
     statement, and any prospectus supplement relating to the Notes, as from
     time to time amended or supplemented by the filing of documents pursuant to
     the Securities Act, the Securities Exchange Act of 1934, as amended (the
     Exchange Act) or otherwise, are referred to herein as the "Registration
     Statement" and the "Prospectus", respectively. As used herein, the terms
     "Registration Statement" and "Prospectus" include all documents or portions
     thereof (including any Current Report on Form 8-K) incorporated therein by
     reference, and shall include any documents or portions thereof (including
     any Current Report on Form 8-K) filed after the date of such Registration
     Statement 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 Exchange Act, the Trust Indenture Act of 1939, as amended (the Trust
     Indenture Act), and the related rules, regulations and releases of the
     Commission (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 contained or contains an untrue statement
     of a material fact or omitted or omits to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading; provided, however, that the foregoing representations and
     warranties in this Section 2 (b) shall not apply to statements in or
     omissions from

                                       2




     the Registration Statement or the Prospectus made in reliance upon and in
     conformity with information furnished in writing to the Company by you or
     on behalf of any of you for use in the Registration Statement or Prospectus
     or to that part of the Registration Statement constituting the Trustee's
     Statement of Eligibility and Qualification 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 such statement has been modified or superseded by any
     statement in a subsequently filed Incorporated Document or in the
     Registration Statement or Prospectus.

          (c) The Indenture qualifies under, and conforms in all material
     respects to the requirements of, the Trust Indenture Act.

          (d) Deloitte & Touche LLP, who have audited 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 relating to
     the Securities Act.

          (e) 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 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 has no material
     contingent liability which is not disclosed in the Registration Statement
     and the Prospectus.

          (f) The Company has taken all corporate action necessary to be taken
     by it to authorize the execution by it of this Agreement and the
     performance by it of all obligations on its part to be performed hereunder;
     and the consummation of the transactions contemplated in this Agreement and
     in the Registration Statement (including the issuance and sale of the Notes
     and the use of the proceeds from the sale of the Notes as described in the
     Prospectus under the caption "Use of Proceeds") and compliance by the
     Company with its obligations under this Agreement, the Indenture and the
     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

                                       3



     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 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 Notes as contemplated by this
     Agreement, except to the extent that the issuance of some or all of the
     Notes is not authorized by an order or orders of the Commission pursuant to
     the Public Utility Holding Company Act of 1935, as amended (the 1935 Act)
     in effect at the time of such issuance, in which case the Company will
     issue only an amount of Notes that is authorized by the order or orders of
     the Commission under the 1935 Act then in effect.

          (g) The Notes, upon issuance thereof, will conform in all respects to
     the terms of the relevant order or orders of the Commission pursuant to the
     1935 Act then in effect with respect to the Notes.

          (h) This Agreement has been duly authorized, executed and delivered by
     the Company.

          (i) The Indenture has been duly authorized, executed and delivered by
     the Company and is a valid and legally binding agreement of the Company,
     enforceable against the Company in accordance with its terms, 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), and except further as enforcement thereof may be limited by
     requirements that a claim with respect to any debt securities issued under
     the Indenture that are payable in a foreign or composite currency (or a
     foreign or composite currency judgment in respect of such claim) be
     converted into U.S. dollars at a rate of exchange prevailing on a date
     determined pursuant to applicable law or by governmental authority to
     limit, delay or prohibit the making of payments outside the United States.

          (j) The Notes have been duly authorized by the Company for offer,
     sale, issuance and delivery pursuant to this Agreement and, when issued,
     authenticated and delivered in the manner provided for in the Indenture and
     delivered against payment of the consideration therefor, will constitute
     valid and legally binding obligations of the Company, enforceable against
     the Company in accordance with their terms, 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), and except further as
     enforcement thereof may be limited by requirements that

                                       4



     a claim with respect to any Notes payable in a foreign or composite
     currency (or a foreign or composite currency judgment in respect of such
     claim) be converted into U.S. dollars at a rate of exchange prevailing on a
     date determined pursuant to applicable law or by governmental authority to
     limit, delay or prohibit the making of payments outside the United States;
     the Notes will be substantially in the form attached as Exhibits 4.20 and
     4.21 to the Registration Statement and each holder of Notes will be
     entitled to the benefits of the Indenture.

          (k) Consolidated Natural Gas Company, Dominion Exploration &
     Production, Inc., Dominion Energy, Inc., Dominion Transmission, Inc. and
     Virginia Electric and Power Company are the only Significant Subsidiaries
     of the Company as such term is defined in Rule 1-02 of Regulation S-X. 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.

          (l) The Company is not, and, after giving effect to the offering and
     sale of the Notes and the application of the proceeds thereof as described
     in the Prospectus, will not be, an "investment company" or a company
     "controlled" by an "investment company" which is required to be registered
     under the Investment Company Act of 1940, as amended.

     3. Solicitations as Agent; Purchases as Principal.

          (a) Solicitations as Agent. On the basis of the representations and
     warranties herein contained, but subject to the terms and conditions herein
     set forth, each of you agree, as agent of the Company, to use your best
     efforts to solicit offers to purchase the Notes upon the terms and
     conditions set forth in the Prospectus.

          The Company reserves the right, in its sole discretion, to suspend
     solicitation of offers to purchase the Notes in any Specified Currency, for
     any period of time or permanently. Upon receipt of instructions from the
     Company, you will, as soon as practicable, but in no event later than one
     business day after receipt of instruction from the Company, suspend
     solicitation of offers to purchase the Notes from the Company until such
     time as the Company has advised you that such solicitation may be resumed.

          The Company agrees to pay you a commission, at the time of settlement
     of each sale of Notes by the Company as a result of a solicitation made by
     you, in an amount in U.S. dollars (which, in the case of Notes denominated
     in currency units or in currencies other than U.S. dollars, shall be based
     on the Exchange Rate (as

                                       5



     defined below)) equal to the applicable percentage of the aggregate
     principal amount of each Note sold as set forth in Schedule A attached
     hereto.

          Unless otherwise agreed to, as agent, you are authorized to solicit
     orders for the Notes at the principal amount thereof only in the
     denominations specified in the applicable pricing supplement (which will be
     either U.S. $25* or U.S. $1,000* and integral multiples of such
     denominations in excess thereof) at a purchase price equal to 100% of the
     principal amount thereof, unless otherwise specified in a supplement to the
     Prospectus. You shall communicate to the Company, orally or in writing,
     each offer to purchase Notes received by you as agent, other than those
     rejected by you. The Company shall have the sole right to accept offers to
     purchase Notes and may reject any such offer in whole or in part. You shall
     have the right, in your discretion reasonably exercised, to reject any
     offer received by you to purchase the Notes, in whole or in part, and any
     such rejection shall not be deemed a breach of your agreement contained
     herein.

          No Note which the Company has agreed to sell pursuant to this
     Agreement shall be deemed to have been purchased and paid for, or sold, by
     the Company until such Note shall have been delivered to the purchaser
     thereof against payment by such purchaser.

          The "Exchange Rate" on a given date for a Specified Currency other
     than U.S. dollars means the noon dollar buying rate in New York City on
     such date for cable transfers for the Specified Currency as certified for
     customs purposes (or if not so certified, as otherwise determined) by the
     Federal Reserve Bank of New York.

          (b) Purchases as Principal. Each sale of Notes to you as principal
     shall be made in accordance with the terms of this Agreement and a separate
     agreement which will provide for the sale of such Notes to, and the
     purchase and reoffering thereof by, you. Each such separate agreement
     (which may be oral or written, and which may be substantially in the form
     of Exhibit A hereto or which may take the form of an exchange of any
     standard form of written telecommunication between you and the Company) is
     herein referred to as a "Terms Agreement". Your commitment to purchase
     Notes as principal, whether pursuant to a Terms Agreement or otherwise,
     shall be deemed to have been made on the basis of the representations and
     warranties of the Company herein contained and shall be subject to the
     terms and conditions herein set forth. Each agreement by you to purchase
     Notes as principal shall specify the principal amount of Notes to be
     purchased by you pursuant thereto, the price to be paid to the Company for
     such Notes, and such other terms, conditions and requirements as may be
     agreed upon between us. Each such agreement shall also specify any
     requirements for officers' certificates, opinions of counsel and letters
     from the independent public accountants of the Company pursuant to Section
     7 hereof. A Terms Agreement may also specify certain provisions relating to
     the reoffering of such Notes by

- ----------
* Or the equivalent of U.S. $25 or U.S. $1,000, as the case may be, in the
Specified Currency.

                                       6



     you. Each purchase of Notes, unless otherwise agreed, shall be at a
     discount from the principal amount of each such Note equivalent to the
     applicable commission set forth in Schedule A hereto. You may utilize a
     selling or dealer group in connection with the resale of the Notes
     purchased by you as principal.

          If the Company and two or more Agents enter into an agreement pursuant
     to which such Agents agree to purchase Notes from the Company as principal
     and one or more of such Agents shall fail at the Settlement Date to
     purchase the Notes which it or they are obligated to purchase (the
     "Defaulted Notes"), then the nondefaulting Agents shall have the right,
     within 24 hours thereafter, to make arrangements for one of them or one or
     more other Agents or underwriters to purchase all, but not less than all,
     of the Defaulted Notes in such amounts as may be agreed upon and upon the
     terms herein set forth; provided, however, that if such arrangements shall
     not have been completed within such 24-hour period, then:

          (1) if the aggregate principal amount of Defaulted Notes does not
     exceed 10% of the aggregate principal amount of Notes to be so purchased by
     all of such Agents on the Settlement Date, the nondefaulting Agents shall
     be obligated, severally and not jointly, to purchase the full amount
     thereof in the proportions that their respective initial underwriting
     obligations bear to the underwriting obligations of all nondefaulting
     Agents; or

          (2) if the aggregate principal amount of Defaulted Notes exceeds 10%
     of the aggregate principal amount of Notes to be so purchased by all of
     such Agents on the Settlement Date, such agreement shall terminate without
     liability on the part of any nondefaulting Agent.

          No action taken pursuant to this paragraph shall relieve any
     defaulting Agent from liability in respect of its default. In the event of
     any such default which does not result in a termination of such agreement,
     either the nondefaulting Agents or the Company shall have the right to
     postpone the Settlement Date for a period not exceeding seven days in order
     to effect any required changes in the Registration Statement or the
     Prospectus or in any other documents or arrangements.

     4. Administrative Procedures. Procedural details relating to the issuance
and delivery of Notes, the solicitation of offers to purchase by others, and
purchase by you as principal, of Notes, and the payment in each case therefor,
shall be agreed upon between the Company and each of you, as applicable (the
Administrative Procedures), and shall be furnished to the Trustee. Each of you
and the Company agree to perform, and the Company agrees to cause the Trustee to
perform, the respective duties and obligations substantially as provided to be
performed by each in the Administrative Procedures, attached hereto as Exhibit
D, as amended from time to time.

     5. Time and Place of Closing. The documents required to be delivered on the
"Closing Date" pursuant to Section 7 hereof shall be delivered at the offices of
McGuireWoods LLP, 901 E. Cary Street, Richmond, Virginia, at 10:00 a.m.,
Richmond,

                                       7



Virginia time, on [date], or at such other time and/or place as you and the
Company may agree upon in writing, the time and date of such delivery being
herein called the "Closing Date".

     6. Covenants of the Company. The Company agrees that:

          (a) On or prior to the Closing Date, the Company will deliver to you
     conformed copies of the Registration Statement as originally filed and of
     all amendments or supplements thereto, including any post-effective
     amendment (in each case including all exhibits filed therewith and
     including copies of each consent and certificate included therein or filed
     as an exhibit thereto, except exhibits incorporated by reference unless
     specifically requested). After the Closing Date, the Company will deliver
     to you as many copies of the Registration Statement and Prospectus and of
     all amendments thereto (in each case without exhibits) as you may
     reasonably request for the purposes contemplated by the Securities Act or
     the Exchange Act.

          (b) As soon as the Company is advised thereof, it will advise you
     orally of: (i) the issuance of any stop order under the Securities Act with
     respect to the Registration Statement, or the institution of any
     proceedings therefor of which the Company shall have received notice, and
     (ii) any change in the rating assigned 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) to any debt
     securities (including the Notes) of the Company, or any notification from
     such an organization of any intended or potential downgrading or of any
     review for a possible change with possible negative implications in its
     ratings of such securities. The Company will use its best efforts to
     prevent the issuance of any stop order and to secure the prompt removal
     thereof, if issued.

          (c) The Company will pay all expenses in connection with (i) the
     preparation and filing by it of the Registration Statement and Prospectus,
     (ii) the preparation, issuance and delivery of the Notes, (iii) any fees
     and expenses of the Trustee and (iv) the printing and delivery to you in
     accordance with this Agreement of copies of the Registration Statement and
     Prospectus (each as originally filed and as subsequently amended or
     supplemented). The Company also will pay all taxes, if any, on the issuance
     of the Notes. In addition, the Company will pay the reasonable fees and
     disbursements of your counsel, Troutman Sanders LLP, including fees and
     disbursements incurred in connection with qualifying the Notes under state
     securities or blue-sky laws or investment laws (if and to the extent such
     qualification is required by you or the Company), your reasonable
     out-of-pocket expenses in connection with the transactions contemplated
     hereby and your advertising expenses, which have been approved, in writing
     in advance, by the Company.

                                       8



          (d) The Company will furnish you with copies of each further amendment
     and supplement to the Prospectus in such quantities as you may from time to
     time reasonably request. If at any time when the delivery of the Prospectus
     shall be required by law in connection with the sale of any Note, any event
     relating to or affecting the Company, or of which the Company shall be
     advised in writing by you, shall occur, which in the opinion of the Company
     or of your counsel should be set forth in a supplement to or an amendment
     of the Prospectus in order to make the Prospectus not misleading in the
     light of the circumstances when it is delivered, or if for any other reason
     it shall be necessary during such period to amend or supplement the
     Prospectus or any document incorporated by reference in the Prospectus in
     order to comply with the Securities Act, the Exchange Act or the Trust
     Indenture Act, the Company forthwith will (i) notify you to suspend
     solicitation of purchases of Notes and (ii) at its expense, prepare and
     furnish to you a reasonable number of copies of the supplement or
     supplements or the amendment or amendments to the Prospectus so that the
     Prospectus, as supplemented or amended, will not contain any untrue
     statement of a material fact or omit to state any material fact necessary
     in order to make the statements therein, in the light of the circumstances
     when the Prospectus is delivered, not misleading or which will effect any
     other necessary compliance. During the period specified in the preceding
     sentence, the Company will continue to prepare and file with the Commission
     on a timely basis all documents or amendments required to be filed by the
     Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;
     provided, however, that the Company shall not file its reports on Forms
     10-Q or 10-K, including any amendments thereto (other than amendments to
     Form 10-K filed solely pursuant to General Instruction A to Form 11-K),
     without also furnishing copies thereof to you and Troutman Sanders LLP.
     Notwithstanding any other provision of this Section 6(d), if before the
     earlier of: (i) the expiration of thirty (30) days after the Prospectus has
     been amended or (ii) the distribution of any Notes you may own as principal
     has been completed, an event described above in this Section 6(d) occurs,
     the Company will, at its own expense, forthwith prepare and cause to be
     filed promptly with the Commission an amendment or supplement to the
     Registration Statement or Prospectus, as then amended or supplemented,
     satisfactory in all respects to you; will supply such amended or
     supplemented Prospectus to you in such quantities as you may reasonably
     request; and will furnish to you pursuant to Sections 7(c), 7(d) and 7(h)
     such documents, certificates, opinions and letters as you may request in
     connection with the preparation and filing of such amendment or supplement.

          (e) The Company will advise you promptly of any proposal to amend or
     supplement the Registration Statement or the Prospectus relating to the
     Notes (other than by filing a document under the Exchange Act which will be
     incorporated by reference into the Registration Statement or Prospectus, or
     an amendment or supplement providing solely for a specification of the
     interest rates or other terms of the Notes commonly included in a pricing
     supplement, or an amendment or supplement relating solely to an offering of
     securities other than

                                       9



     the Notes) and will afford you a reasonable opportunity to comment on any
     such proposed amendment or supplement.

          (f) The Company will make generally available to its security holders,
     as soon as it is practicable to do so, but not later than 90 days after the
     close of the period covered thereby, an earnings statement of the Company
     (which need not be audited, but which will comply with the provisions of
     Rule 158 under the Securities Act), covering each 12-month period
     beginning, in each case, not later than the first day of the Company's
     fiscal quarter next following the "effective date" of the Registration
     Statement (as defined in such Rule 158) with respect to each sale of Notes.

          (g) The Company will use its best efforts promptly to do and perform
     all things to be done and performed by it hereunder prior to the Closing
     Date and to satisfy all conditions precedent to the delivery by it of the
     Notes.

          (h) The Company will furnish such proper information as may be
     lawfully required and otherwise cooperate in qualifying the Notes for offer
     and sale under the securities or blue-sky laws of such states as you 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 that it deems unduly
     burdensome.

          (i) If required pursuant to the terms of a Terms Agreement, between
     the dates of any Terms Agreement and the settlement date with respect to
     such Terms Agreement, the Company will not, without your prior written
     consent, offer, sell, contract to sell or otherwise dispose of any debt
     securities of the Company in a public offering which are substantially
     similar to the Notes.

          (j) If the Company enters into any amendment to this Agreement, then
     such amendment shall be entered into by each of you; provided, however,
     that this Agreement may be terminated in accordance with Sections 7 or 12
     herein as to any one of you without being terminated as to the others of
     you.

          (k) If the Company adds a new agent with respect to the Notes, then
     such agent shall enter into an agreement substantially similar to this
     Agreement, as such may be amended from time to time.

     7. Conditions of Your Obligations. Your obligations as agent of the Company
to initiate solicitations of offers to purchase Notes and to continue such
solicitations, as the case may be, and your obligations to purchase Notes as
principal pursuant to any Terms Agreement or otherwise, shall be subject to the
continuing accuracy of the representations and warranties on the part of the
Company contained herein, to the accuracy of the statements of the Company's
officers made in any certificate furnished pursuant to the provisions hereof, to
the performance and observance

                                       10



by the Company of all covenants and agreements contained herein on its part to
be performed and observed and to the following additional conditions:

          (a) An order or orders of the Commission pursuant to the 1935 Act
     permitting the issuance and sale of the relevant amount of Notes shall be
     in full force and effect and shall contain no provision unacceptable to you
     or the Company (but all provisions of such order or orders heretofore
     entered, copies of which have heretofore been delivered to you, are deemed
     acceptable to you and the Company, and all provisions of such order or
     orders hereafter entered shall be deemed acceptable to you and the Company
     unless within 24 hours after receiving a copy of any such order any party
     to this Agreement shall give notice to the other parties to the effect that
     such order contains an unacceptable provision).

          (b) You shall receive on the Closing Date the opinion of Troutman
     Sanders LLP, dated the Closing Date, substantially in the form attached
     hereto as Exhibit B.

          (c) You shall receive (i) on the Closing Date, (ii) on any date that
     the Registration Statement or the Prospectus shall be amended or
     supplemented (other than by an amendment or supplement providing solely for
     the specification of the variable terms of the Notes commonly included in a
     pricing supplement or an amendment or supplement relating solely to an
     offering of securities other than the Notes), including an amendment
     effected by the filing of a document that is incorporated by reference into
     the Registration Statement or Prospectus (other than (A) the proxy
     materials of the Company that are distributed in connection with the annual
     meeting of shareholders and do not contain disclosures pursuant to Items
     11, 12, 13, 14, 15 or 16 of Schedule 14A or (B) an amendment to the
     Company's annual report on Form 10-K filed solely pursuant to General
     Instruction A to Form 11-K) and (C) with respect to any filings on Form 8-K
     that are incorporated by reference in the Registration Statement and the
     Prospectus, compliance with this Section 7(c) shall be required if the Form
     8-K only contains information responsive to Items 1,2,3, or 4) and (iii)
     each time, if so indicated in the applicable Terms Agreement or otherwise,
     the Company sells Notes to you as principal, the legal opinion of
     McGuireWoods LLP or other counsel satisfactory to you in your reasonable
     judgment, dated the Closing Date, the date of such amendment, supplement,
     incorporation by reference or settlement date, relating to a sale of Notes
     pursuant to a Terms Agreement or otherwise, as the case may be,
     substantially in the form attached hereto as Exhibit C. In lieu of such
     opinion to be delivered upon such amendment, supplement, incorporation by
     reference or settlement date relating to a sale of Notes under a Terms
     Agreement or otherwise, each counsel last furnishing such an opinion to you
     shall furnish you with a letter to the effect that you may rely upon such
     last opinion to the same extent as though it were dated the date of such
     letter authorizing reliance (except that statements in such last opinion
     shall be deemed to relate to the Registration Statement and the Prospectus
     as amended and supplemented to the time of delivery of such letter
     authorizing reliance).

                                       11



          (d) You shall receive (i) on the Closing Date, (ii) on any date that
     the Registration Statement or the Prospectus shall be amended or
     supplemented to include additional financial information (other than by an
     amendment or supplement relating solely to the issuance and/or offering of
     securities other than the Notes), including an amendment effected by the
     filing of a document that is incorporated by reference into the
     Registration Statement or Prospectus (other than (A) the proxy materials of
     the Company that do not contain disclosures pursuant to Items 11, 12, 13,
     14, 15 or 16 of Schedule 14A and (B) with respect to any filings on Form
     8-K that are incorporated by reference in the Registration Statement and
     the Prospectus, compliance with this Section 7(d) shall be required if the
     Form 8-K only contains information responsive to Items 1,2,3, or 4) and
     (iii) each time, if so indicated in the applicable Terms Agreement or
     otherwise, the Company sells Notes to you as principal, from Deloitte &
     Touche LLP, or another independent public accounting firm satisfactory to
     you, a letter addressed to you, dated the Closing Date, the date of such
     amendment, supplement, incorporation or settlement date relating to a sale
     pursuant to a Terms Agreement or otherwise, as the case may be, containing
     statements and information of the type ordinarily included in accountants'
     SAS 72 "comfort letters" to underwriters with respect to financial
     statements and certain financial information contained or incorporated by
     reference into the Prospectus, including any pro forma financial
     information.

          (e) Since the date of the most recent audited or unaudited financial
     statements included in or incorporated by reference in the Registration
     Statement and Prospectus, and, in the case of your obligation to solicit
     offers to purchase Notes, up to the time of such solicitations or since the
     date of any agreement by you to purchase Notes as principal and, in the
     case of your obligation to purchase Notes as principal, up to the
     settlement date relating to such purchase pursuant to a Terms Agreement or
     otherwise, there shall not have been any material adverse change or event
     which would result in a Material Adverse Effect.

          (f) Since the respective most recent dates as of which information is
     given (i) in the Registration Statement and Prospectus, as amended or
     supplemented through the date of this Agreement, including by incorporation
     by reference therein, and up to the Closing Date, the Company shall not
     have any material contingent liability, except as reflected in or
     contemplated by the Registration Statement or Prospectus as so amended or
     supplemented, (ii) in the Registration Statement and Prospectus as amended
     or supplemented through the date of any agreement by you to purchase Notes
     as principal, including by incorporation by reference, and prior to each
     corresponding settlement date, the Company shall not have any material
     contingent liability, except as reflected in or contemplated by the
     Registration Statement or Prospectus as so amended or supplemented.

                                       12



          (g) The representations and warranties of the Company in this
     Agreement shall be true and correct and the Company shall have performed
     all obligations and satisfied all conditions required of it under this
     Agreement (i) on the Closing Date and (ii) on any date that the
     Registration Statement or the Prospectus shall be amended or supplemented
     (other than by an amendment or supplement providing solely for the
     specification of the variable terms of the Notes commonly included in a
     pricing supplement or an amendment or supplement relating solely to an
     offering of securities other than the Notes), including an amendment
     effected by the filing of a document that is incorporated by reference into
     the Registration Statement or Prospectus (other than (A) the proxy
     materials of the Company that are distributed in connection with the annual
     meeting of shareholders and do not contain disclosures pursuant to Items
     11, 12, 13, 14, 15 or 16 of Schedule 14A or (B) an amendment to the
     Company's annual report on Form 10-K filed solely pursuant to General
     Instruction A to Form 11-K and (C) with respect to any filings on Form 8-K
     that are incorporated by reference in the Registration Statement and the
     Prospectus, compliance with this Section 7(g) shall be required if the Form
     8-K only contains information responsive to Items 1,2,3, or 4) and (iii)
     each time, if so indicated in the applicable Terms Agreement or otherwise,
     the Company sells Notes to you as principal.

          (h) On the Closing Date and on any applicable date referred to in
     Section 7(g)(ii) or (iii) hereof, as the case may be, you shall have
     received a certificate, signed by the Chairman of the Board, the President
     or any Vice President of the Company, it being understood that such
     certificate shall relate to the Registration Statement and Prospectus as
     amended or supplemented to the date of such certificate.

          (i) All legal proceedings to be taken in connection with the
     transactions contemplated by this Agreement shall have been satisfactory to
     Troutman Sanders LLP.

          In case any of the conditions specified above in this Section 7 shall
not have been fulfilled, this Agreement may be terminated by any of you, as to
yourself only, upon mailing or delivering written notice thereof to the Company;
provided, however, that it shall not be considered a failure to fulfill the
conditions specified in Sections 7(c), 7(d) or 7(h) above if the Company
temporarily suspends its obligations under such sections in accordance with
Section 7A below. Any termination pursuant to the preceding sentence shall be
without liability of the terminating party and the Company to each other, except
as otherwise provided in Sections 6(c), 9(e) and 10 hereof.

     7A. Temporary Suspension of Certain Obligations. After the Closing Date, if
the Company shall determine that it does not intend to be in the market with
respect to the Notes during the three months after the date of filing of a
quarterly report on Form 10-Q, an annual report on Form 10-K, or an amendment
thereto, the Company may deliver to each of you a notice, which shall be dated
the date of delivery thereof to each of you, to such effect (a Notice of
Temporary Suspension), in which event the obligations

                                       13



of the Company pursuant to Sections 7(c), 7(d) and 7(h) with respect to such
filings shall be deemed suspended until such time as the Company notifies each
of you that it wishes to re-enter the market with respect to the Notes (which
could be earlier than three months after the date of the Notice of Temporary
Suspension) and delivers to each of you the documents required by Sections 7(c),
7(d) and 7(h), but dated as of the date the Company re-enters the market with
respect to the Notes.

     8. Additional Covenant of the Company. The Company agrees that each
acceptance by it of an offer for the purchase of Notes hereunder shall be deemed
to be an affirmation to you that the representations and warranties of the
Company contained in this Agreement are true and correct as of the date of such
acceptance as though made at and as of such time, and a covenant that such
representations and warranties will be true and correct as of the date of
delivery to the purchaser or the purchaser's agent of the Note or Notes relating
to such acceptance and, in the case of your obligation to purchase Notes as
principal, as of the settlement date relating to such purchase pursuant to a
Terms Agreement or otherwise, as though made at and as of each such date (except
that such representations and warranties shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to each
such date).

     9. Indemnification and Contribution.

          (a) The Company agrees to indemnify and hold harmless you, your
     officers and directors and each person who controls you within the meaning
     of Section 15 of the Securities Act or Section 20(a) of the Exchange Act,
     against any and all losses, claims, damages or liabilities, joint or
     several, to which you or any of them may become subject under the
     Securities Act, the Exchange Act or any other statute or common law and to
     reimburse you and each of your officers, directors and controlling persons
     for any legal or other expenses (including, to the extent hereinafter
     provided, reasonable outside counsel fees) incurred by you or them in
     connection with investigating or defending any such losses, claims,
     damages, 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, in
     either such document as originally filed or as amended or supplemented (if
     such amendments or supplements thereto shall have been furnished pursuant
     to Section 2(a) hereof), 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 indemnity
     agreement contained in this Section 9 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 in writing to the Company by any of you
     or on behalf of any of you for use in the Registration Statement or any
     amendment thereto, in the Prospectus or in any supplement thereto. The
     indemnity agreement of the Company contained in this Section 9(a) and the
     representations and warranties of

                                       14



     the Company contained in Section 2 hereof shall remain operative and in
     full force and effect, regardless of any investigation made by you or on
     behalf of you or any such controlling person, and shall survive the
     delivery of the Notes.

          (b) Each of you agree, severally and not jointly, to indemnify and
     hold harmless the Company, its officers and directors and each person who
     controls the Company within the meaning of Section 15 of the Securities Act
     or Section 20(a) of the 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 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, as originally filed or as amended
     or supplemented (if such amendments or supplements thereto shall have been
     furnished pursuant to Section 6(d) hereof) 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 in writing to
     the Company by you or on your behalf for use in the Registration Statement
     or the Prospectus or any amendment or supplement to either thereof. The
     indemnity agreement of each of you 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 Notes.

          (c) Each of you and the Company agree 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
     you, your officers, directors or any controlling person as aforesaid, in
     respect of which indemnity may be sought on account of any indemnity
     agreement contained herein, you or the Company, as the case may be, 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 or parties 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 reasonably 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

                                       15



     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 have the right to select separate counsel to assert and direct
     such different or additional 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 reasonably
     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 outside
     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), by such indemnified party, unless such settlement (x)
     includes an unconditional release of such indemnified party from all
     liability on claims that are the subject matter of such proceeding and (y)
     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 is
     unavailable to or insufficient to hold harmless an indemnified party under
     Section 9(a) or 9(b) above 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 to 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 any of you participating in the transaction at issue, on the other,
     in connection with the statements or omissions which resulted in such
     losses, claims, damages or liabilities (or actions in respect thereof), as
     well as any other relevant equitable

                                       16



     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
     hand and the parties' relative intent, knowledge, access to information and
     opportunity to correct or prevent such statement or omission. The Company
     and each of you agree that it would not be just and equitable if
     contribution pursuant to this Section 9(d) were determined by pro rata
     allocation (even if all of you were treated as one entity for such purpose)
     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 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 obligations of each of
     you under this Section 9(d) to contribute are several in proportion to the
     respective purchases made by or through you to which such loss, claim,
     damage or liability (or action in respect thereof) relates and are not
     joint.

          (e) 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. 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 to this
Agreement shall remain operative and in full force and effect regardless of any
investigation made by you or on your behalf or on behalf of any controlling
person of you, or by or on behalf of the Company, and shall survive each
delivery of and payment for any of the Notes.

     11. Status as Agent. In soliciting offers by others to purchase Notes from
the Company, you are acting solely as agent for the Company, and not as
principal. You will make reasonable efforts to assist the Company in obtaining
performance by each purchaser whose offer to purchase Notes has been accepted by
the Company, but you shall not have any liability to the Company in the event
such purchase is not consummated for any reason. If the Company shall default on
its obligation to deliver Notes to a purchaser whose offer it has accepted, the
Company shall hold you harmless against any loss, claim or damage arising from
or as a result of such default by the Company.

     12. Termination. This Agreement may be terminated for any reason, at any
time by any of you as to the Company or by the Company as to any of you upon the

                                       17



giving by the terminating party of five (5) business days' written notice of
such termination to the other parties hereto. Each of you may also terminate any
agreement by you to purchase Notes as principal, immediately upon notice to the
Company, at any time at or prior to the settlement date relating thereto if
during such period (a) there shall have occurred any material adverse change in
the financial markets in the United States or in the financial markets of the
country or countries of origin of any foreign currency or currencies in which
the Notes are denominated or payable or any outbreak or escalation of
hostilities or other national or international calamity or crisis the effect of
which is such as to make it, in the judgment of the relevant Agent (which shall
be the lead manager(s) in the case of a syndicated transaction) impracticable or
inadvisable to market the Notes or enforce contracts for the sale of Notes on
the terms and in the manner contemplated in the Prospectus, or (b) if trading in
any securities of the Company has been suspended by the Commission or a national
securities exchange, or if trading generally on either the American Stock
Exchange or the New York Stock Exchange shall have been suspended, or any
limitation on prices in such trading or any restrictions on the distribution of
securities are established by either of such exchanges or by order of the
Commission or any other governmental authority, or if a banking moratorium shall
have been declared either by federal or New York authorities or by the relevant
authorities in the country or countries of origin of any foreign currency or
currencies in which the Notes are denominated or payable, or (c) after the
acceptance by you of such agreement to purchase Notes as principal and at or
prior to the settlement date relating thereto, the Company shall have sustained
a substantial loss by fire, flood, accident or other calamity which in the
judgment of the relevant Agent (which shall be the lead manager(s) in the case
of a syndicated transaction) renders it inadvisable to consummate the sale of
the Notes and the delivery of the Notes upon the terms set forth in such
agreement, regardless of whether or not such loss shall have been insured, or
(d) there shall have occurred a downgrading in the rating accorded the Company's
unsecured debt securities 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) or such an organization shall have given
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.

     In the event of any such termination, neither the terminating party nor the
terminated party shall have any liability to the other except as provided in the
third full paragraph of Section 3(a), Section 6(c), Section 9 and Section 10 and
except that, if at the time of termination you shall own any of the Notes with
the intention of reselling them or an offer for the purchase of Notes shall have
been accepted by the Company but the time of delivery to the purchaser or such
purchaser's agent of the Note or Notes relating thereto shall not yet have
occurred, you shall comply with the Administrative Procedures, and the Company
shall also have the obligations provided in Sections 7(c) through (h) and
Section 8 hereof until such Notes have been resold or delivered, as the case may
be; provided, however, that the Company's obligation to comply with the
provisions of Sections 7(c) through (h) and Section 8 hereof as set forth in the
immediately preceding clause of this sentence shall be subject to the following
conditions: (i) no stop order suspending the effectiveness of the Registration
Statement shall be in effect on the

                                       18



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, and
(ii) at the Closing Date, except as provided in Section 3(f) herein, an order or
orders of the Commission pursuant to the 1935 Act permitting the issuance and
sale of the Notes substantially in accordance with the terms and conditions
hereof shall be in full force and effect and shall contain no provision
unacceptable to you or the Company (but all provisions of such order or orders
heretofore entered, copies of which have heretofore been delivered to you, are
deemed acceptable to you and the Company, and all provisions of such order or
orders hereafter entered shall be deemed acceptable to you and the Company
unless within 24 hours after receiving a copy of any such order any party to
this Agreement shall give notice to the other parties to the effect that such
order contains an unacceptable provision).

     13. 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
your benefit, the benefit of the Company and, with respect to the provisions of
Section 9 hereof, each person who controls you and each of your officers and
directors and each controlling person and each officer and director of the
Company referred to in Section 9, and their respective successors, assigns,
executors and administrators. Nothing in this Agreement is intended or shall be
construed to give to any 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 of the purchasers, as such, of any of the Notes.

     14. Notices. Except as otherwise specifically provided herein or in the
Administrative Procedures, all communications hereunder shall be in writing and,
if to you, shall be sent by facsimile transmission, registered mail or delivered
to the address set forth under your signature below and, if to the Company,
shall be sent by facsimile transmission, registered mail or delivered to it,
attention of Treasurer, Dominion Resources, Inc., 120 Tredegar Street, Richmond,
Virginia 23219 (facsimile: (804) 819-2211).

               [the rest of this page is left blank intentionally]

                                       19



     Please sign and return to us a counterpart of this letter, whereupon this
letter will become a binding agreement between the Company and you in accordance
with its terms.

                                         Very truly yours,

                                         DOMINION RESOURCES, INC.


                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

               [the rest of this page is left blank intentionally]

                                       20



The foregoing agreement is
hereby confirmed and accepted,
as of the date first above written.

[execution by Agents to follow]

               [the rest of this page is left blank intentionally]

                                       21



                                   SCHEDULE A

     The Company will pay each Agent a commission, at the time of settlement of
each sale of Notes by the Company as a result of a solicitation made by such
Agent, in an amount equal to the following percentage of the aggregate principal
amount of such Notes sold:

                                         Percentage of Aggregate
                                             Principal Amount
Maturity Ranges                               of Notes Sold
- --------------------------------------   -----------------------

More than 9 months to less than 1 year            .125%
From 1 year to less than 18 months                .150%
From 18 months to less than 2 years               .200%
From 2 years to less than 3 years                 .250%
From 3 years to less than 4 years                 .350%
From 4 years to less than 5 years                 .450%
From 5 years to less than 6 years                 .500%
From 6 years to less than 7 years                 .550%
From 7 years to less than 10 years                .600%
From 10 years to less than 15 years               .625%
From 15 years to less than 20 years               .700%
From 20 years to 30 years                         .750%
More than 30 years                              As agreed

                                      A-1



                                    EXHIBIT A

                            DOMINION RESOURCES, INC.

                           MEDIUM-TERM NOTES, SERIES B

                             FORM OF TERMS AGREEMENT

                                     (Date)

Dominion Resources, Inc.
120 Tredegar Street
Richmond, Virginia 23219
Attention: Treasurer

Re:  Distribution Agreement dated [date]

     The undersigned agrees to purchase the following principal amount of Notes,
subject to the following terms, where applicable:

     $
      -------------------
     (or principal amount of foreign or composite currency)

     Minimum Denomination:

     Interest Rate or Formula:
        If Fixed Rate Note,
              Fixed Rate:
              Interest Payment Dates:

        If Floating Rate Note,
               Regular Floating Rate Note
           ---
               Inverse Floating Rate Note
           ---
               Floating/Fixed Rate Note
           ---

              Base Rate or formula:
              Spread and/or Spread Multiplier, if any:
              Initial Interest Rate, if any:
              Initial Interest Reset Date:
              Interest Reset Dates:
              Interest Payment Dates:
              Index Currency, if any:
              Index Maturity:
              Maximum Interest Rate, if any:
              Minimum Interest Rate, if any:
              Fixed Rate Commencement Date, if any:
              Fixed Interest Rate, if any:
              Day Count Convention:
              Calculation Agent:

                                      A-1



     If Redeemable at the Option of the Company,
           Initial Redemption Date:
           Initial Redemption Percentage:      % of par
                                          ----
           Annual Redemption Percentage Reduction:
           Limitation Date:
           Refunding Rate:

     If Repayment at the Option of the Holder,
           Repayment Date(s):
           Repayment Rate(s):

     Original Issue Date:
     Stated Maturity:
     Purchase Price:      % of par
                     -----
     Specified Currency:
     Settlement Date and Time:

     Requirements pursuant to Section 6(i) of the Distribution Agreement, if
any:

     Additional/Other Terms:

     Requirements pursuant to Sections 7(h), (c) and (d) of the Distribution
Agreement (check any that apply):

               Officer's Certificate
           ---
               Legal Opinion
           ---
               Comfort Letter
           ---

                                         ---------------------------------------
                                         [Name of Agent Purchasing as Principal]


                                         By:
                                             -----------------------------------
                                         Name:
                                               ---------------------------------
                                         Title:
                                                --------------------------------

Accepted:

DOMINION RESOURCES, INC.


By:
    -----------------------------------
Name:
      ---------------------------------
Title:
       --------------------------------

                                      A-2



                                    EXHIBIT B

                            PROPOSED FORM OF OPINION
                                       OF
                              TROUTMAN SANDERS LLP

                            DOMINION RESOURCES, INC.

                 U.S. $3,000,000,000 Medium-Term Notes, Series B

                                     [date]

[names and addresses of Agents]

Dear 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. $3,000,000,000
aggregate principal amount of its Medium-Term Notes, Series B due 9 months or
more from the date of issue (the Notes) under and pursuant to the Company's
Indenture, and the offering of the Notes by you pursuant to a Distribution
Agreement, dated [date], by and between you and the Company (the Distribution
Agreement). All terms not otherwise defined herein shall have the meanings set
forth in the Distribution 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 Distribution Agreement have been satisfactory to us.

     In addition, we attended the closing held today at the offices of
McGuireWoods LLP, 901 E. Cary Street, Richmond, Virginia, at which the Company
satisfied the conditions contained in Section 7 of the Distribution Agreement
which are required to be satisfied as of the Closing Date.

                                      B-1



     Based upon the foregoing, and having regard to legal considerations which
we deem relevant, as of the date hereof, we are of the opinion that:

     A. 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.

     B. An appropriate order of the Commission with respect to the sale of the
Notes under the Public Utility Holding Company 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 Notes as contemplated by the
Distribution Agreement. No approval or consent by any public regulatory body,
other than such order and notification of effectiveness by the Commission and
approvals under the Securities Act and the Rules and Regulations, all of which
have been obtained, is legally required in connection with the sale of the Notes
as contemplated by the Distribution 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 Notes in such states) and the
carrying out of the provisions of the Distribution Agreement.

     C. The Distribution Agreement has been duly authorized by all necessary
corporate action and has been duly executed and delivered by the Company.

     D. The Indenture has been duly authorized, executed and delivered by the
Company and has been duly qualified under the Trust Indenture Act and
constitutes a valid and binding obligation of the Company, 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), and except further as enforcement thereof
may be limited by requirements that a claim with respect to any debt securities
issued under the Indenture that are payable in a foreign or composite currency
(or a foreign or composite currency judgment in respect of such claim) be
converted into U.S. dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law or by governmental authority to limit,
delay or prohibit the making of payments outside the United States.

     E. The Notes have been duly authorized by the Company and, when executed by
the Company and completed and authenticated by the Trustee in accordance with
the Indenture and delivered and paid for as provided in the Distribution
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), and except further as enforcement thereof may be limited by requirements
that a claim with respect to any Notes payable in a foreign or composite
currency (or a foreign or

                                      B-2



composite currency judgment in respect of such claim) be converted into U.S.
dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law or by governmental authority to limit, delay or prohibit the
making of payments outside the United States.

     F. The Registration Statement with respect to the 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 Notes in the manner
therein specified.

     G. The Registration Statement and the Prospectus (except that we express no
comment or belief with respect to any historical or pro forma financial
statements and schedules and other financial or statistical information
contained or incorporated by reference in the Registration Statement or
Prospectus) 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.

     H. The statements relating to the Notes contained in the prospectus
initially filed as part of the Registration Statement under the captions
DESCRIPTION OF DEBT SECURITIES and ADDITIONAL TERMS OF THE SENIOR DEBT
SECURITIES as all or any of them have been supplemented by the statements
relating to the Notes under the caption DESCRIPTION OF THE NOTES in the
prospectus supplement dated [date] are accurate and do not omit any material
fact required to be stated therein or necessary to make such statements not
misleading.

                                    * * * * *

     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, and as to the statistical
statements in the Registration Statement (which includes statistical statements
in the Incorporated Documents), we have relied solely on the officers of the
Company. We accordingly assume no responsibility for the accuracy or
completeness of the statements made in the Registration Statement, other than
with regard to the statements relating to the Notes as described in paragraph
(H). We note 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 Registration Statement, the Prospectus as it was initially
issued and as it has been supplemented or amended, and we have reviewed the
Incorporated Documents and such of the corporate records of the Company as we
deemed advisable. In addition, we participated in one or more due diligence
conferences with representatives of the Company and attended the closing at
which the Company satisfied the conditions contained in the Distribution
Agreement. None of the foregoing participation, review or attendance disclosed
to us, any information 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 the date it was
supplemented or amended, or that the

                                      B-3



Registration Statement or the Prospectus contains on the date here (in all
cases, excepting the financial statements and schedules and other financial
information contained or incorporated therein by reference, any pro forma
financial information and notes thereto and the Statement of Eligibility of the
Trustee filed in Form T-1 under the Trust Indenture Act included or incorporated
by reference into the Registration Statement or the Prospectus, as to which we
express no belief) any untrue statement of any 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 assurance
is provided 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 rendering the opinions set forth in paragraphs (A) - (H) above and in
making the statements expressed in the preceding paragraph, 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,


                                         TROUTMAN SANDERS LLP

                                      B-4



                                    EXHIBIT C

                            PROPOSED FORM OF OPINION
                                       OF
                                MCGUIREWOODS LLP

                            DOMINION RESOURCES, INC.

                 U.S. $3,000,000,000 Medium-Term Notes, Series B

                                     [date]

[names and addresses of Agents]

Dear Ladies and Gentlemen:

     The arrangements for issuance of up to U.S. $3,000,000,000 aggregate
principal amount of Medium-Term Notes, Series B due 9 months or more from the
date of issue (the Notes) of Dominion Resources, Inc. (the Company) under the
Company's Indenture, dated as of June 1, 2000, between the Company and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee (the
Trustee), as previously supplemented, and as further supplemented by a
Fourteenth Supplemental Indenture, dated as of [date] (such Indenture, as
supplemented, is referred to herein as the Indenture), pursuant to a
Distribution Agreement, dated [date] by and between you and the Company (the
Distribution Agreement), have been taken under our supervision as counsel for
the Company. Terms not otherwise defined herein have the meanings set forth in
the Distribution 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 it 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 Distribution Agreement have been
satisfactory to us.

     On this basis, as of the date hereof, we are of the opinion that:

                                      C-1



     1. The Company has been duly incorporated and is validly existing as a
corporation under the laws of Virginia, and has the 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 Distribution 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. 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 Distribution Agreement or the due
execution, delivery or performance of the Indenture by the Company or for the
offering, issuance, sale or delivery of the Notes. An appropriate order or
orders of the Commission with respect to the sale of the Notes under the Public
Utility Holding Company Act of 1935 has been issued, and such order or orders
remains in effect at this date and constitutes valid and sufficient
authorization for the sale of the Notes as contemplated by the Distribution
Agreement.

     3. The Distribution Agreement has been duly authorized by all necessary
corporate action and has been duly executed and delivered by the Company.

     4. The Indenture has been duly authorized, executed and delivered by the
Company and has been duly qualified under the Trust Indenture Act and
constitutes a valid and binding obligation of the Company, 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), and except further as enforcement thereof
may be limited by requirements that a claim with respect to any debt securities
issued under the Indenture that are payable in a foreign or composite currency
(or a foreign or composite currency judgment in respect of such claim) be
converted into U.S. dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law or by governmental authority to limit,
delay or prohibit the making of payments outside the United States.

     5. The 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 the Indenture and issued, delivered and paid for in accordance
with the Distribution 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,

                                      C-2



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), and except further as
enforcement thereof may be limited by requirements that a claim with respect to
any Notes payable in a foreign or composite currency (or a foreign or composite
currency judgment in respect of such claim) be converted into U.S. dollars at a
rate of exchange prevailing on a date determined pursuant to applicable law or
by governmental authority to limit, delay or prohibit the making of payments
outside the United States.

     6. The Registration Statement with respect to the 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 Notes in the
manner therein specified.

     7. The Registration Statement and the Prospectus (except the financial
statements, any pro forma information and schedules contained or 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. We are of the opinion that the statements relating to the Notes under
DESCRIPTION OF DEBT SECURITIES and ADDITIONAL TERMS OF THE SENIOR DEBT
SECURITIES in the prospectus initially filed as part of the Registration
Statement, as all or any of them have been supplemented by the statements under
DESCRIPTION OF THE NOTES in the prospectus supplement dated [date], are
substantially accurate and fair.

     9. With regard to the discussion in the Prospectus Supplement under the
caption CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS, we are of the
opinion that under current United States federal income tax law, although the
discussion does not purport to discuss all possible United States federal income
tax consequences of the purchase, ownership and disposition of the Notes, such
discussion constitutes a fair and accurate summary of the matters discussed
therein in all material respects. In rendering the aforementioned tax opinion,
we have considered the current provisions of the Internal Revenue Code of 1986,
as amended, proposed and final 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.

     10. There are no actions, suits or proceedings pending or, to the best of
our 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 we believe are not likely to have a material adverse effect on the power
or ability of the Company to

                                      C-3



perform its obligations under the Distribution Agreement or to consummate the
transactions contemplated thereby or by the Prospectus.

     We have participated in conferences with officers and other representatives
of the Company and your representatives at which the contents of the
Registration Statement and the Prospectus were discussed, and 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 Distribution Agreement. We have not, however, undertaken to
make any independent review of other records of the Company which our
investigation did not lead us to deem pertinent. As to the statistical
statements in the Registration Statement (which includes the Incorporated
Documents), we have relied solely on the officers of the Company. We accordingly
assume no responsibility for the accuracy or completeness of the statements made
in the Registration Statement, except as stated above. Such conferences,
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 (in each case, except with respect to
the financial statements and schedules and other financial information contained
or incorporated by reference in the Registration Statement or the Prospectus)
contains on the date hereof, any untrue statement of a material fact or omitted
on such date or omits on the date hereof to state a material fact required to be
stated therein or necessary to make the statements therein not misleading. The
foregoing assurance is provided 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 prior to the date of the Purchase 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.

                                         Yours very truly,


                                         MCGUIREWOODS LLP

                                      C-4



                                    EXHIBIT D

                            DOMINION RESOURCES, INC.

                            ADMINISTRATIVE PROCEDURES

          for Fixed Rate and Floating Rate Medium-Term Notes, Series B
                              (Dated as of [date])

     Medium-Term Notes Due Nine Months or More From Date of Issue (the "Notes")
are to be offered on a continuous basis by DOMINION RESOURCES, INC., a Virginia
corporation (the "Company"), to or through [Agents] (each, an "Agent" and,
collectively, the "Agents") pursuant to a Distribution Agreement, dated [date]
(the "Distribution Agreement"), by and among the Company and the Agents. The
Distribution Agreement provides for the sale of Notes by the Company to one or
more of the Agents as principal for resale to investors and other purchasers,
for the sale of Notes by the Company through one or more of the Agents who
solicit offers to purchase the Notes and receive a commission (as may from time
to time be agreed to by the Company and the related Agent or Agents) and for the
sale of Notes by the Company directly to investors.

     Unless otherwise agreed by the related Agent or Agents and the Company,
Notes will be purchased by the related Agent or Agents as principal. Such
purchases will be made in accordance with terms agreed upon by the related Agent
or Agents and the Company (which terms shall be agreed upon orally, with written
confirmation prepared by the related Agent or Agents and mailed to the Company).
If agreed upon by any Agent or Agents and the Company, the Agent or Agents,
acting solely as agent or agents for the Company and not as principal, will use
best efforts to solicit offers to purchase the Notes. Only those provisions in
these Administrative Procedures that are applicable to the particular role to be
performed by the related Agent or Agents shall apply to the offer and sale of
the relevant Notes.

     The Notes will be issued as a series of debt securities under an Indenture,
dated as of June 1, 2000, between the Company and JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank), as trustee (together with any successor in
such capacity, the "Trustee") as previously supplemented and as further
supplemented by a Fourteenth Supplemental Indenture, dated as of [date] (such
Indenture as supplemented is referred to herein as the "Indenture"). The Company
has filed a Registration Statement with the Securities and Exchange Commission
(the "Commission") registering, among other securities, debt securities (which
includes the Notes) (the "Registration Statement", which term shall include any
additional registration statements filed in connection with the Notes). The most
recent base prospectus deemed part of the Registration Statement, as
supplemented with respect to the Notes, is herein referred to as "Prospectus".
The most recent supplement to the Prospectus setting forth the purchase price,
interest rate or formula, maturity date and other terms of the Notes (as
applicable) is herein referred to as the "Pricing Supplement".

                                      D-1



     The Notes will either be issued (a) in book-entry form and represented by
one or more fully registered Notes without coupons (each, a "Global Note")
delivered to the Trustee, as agent for The Depository Trust Company ("DTC"), and
recorded in the book-entry system maintained by DTC, or (b) in certificated form
(each, a "Certificated Note") delivered to the investor or other purchaser
thereof or a person designated by such investor or other purchaser.

     General procedures relating to the issuance of all Notes are set forth in
Part I hereof. Additionally, Notes issued in book-entry form will be issued in
accordance with the procedures set forth in Part II hereof and Certificated
Notes will be issued in accordance with the procedures set forth in Part III
hereof. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Indenture or the Notes, as the case may be.

                   PART I: PROCEDURES OF GENERAL APPLICABILITY

Date of Issuance/
   Authentication:          Each Note will be dated as of the date of its
                            authentication by the Trustee. Each Note shall also
                            bear an original issue date (each, an "Original
                            Issue Date"). The Original Issue Date shall remain
                            the same for all Notes subsequently issued upon
                            transfer, exchange or substitution of an original
                            Note regardless of their dates of authentication.

Maturities:                 Each Note will mature on a date nine months or more
                            from its Original Issue Date (the "Stated Maturity
                            Date") selected by the investor or other purchaser
                            and agreed to by the Company.

Registration:               Unless otherwise provided in the applicable Pricing
                            Supplement, Notes will be issued only in fully
                            registered form.

Denominations:              Unless otherwise provided in the applicable Pricing
                            Supplement, the Notes, except for Notes denominated
                            in a Specified Currency other than U.S. dollars,
                            shall be issued only in denominations of $25 or
                            $1,000, as specified in the applicable Pricing
                            Supplement, and any integral multiple of such
                            denominations in excess thereof. Notes denominated
                            in a Specified Currency other than U.S. dollars will
                            be issued in equivalent denominations, as determined
                            by reference to the Market Exchange Rate on the
                            Business Day immediately preceding the date of
                            issuance unless otherwise specified in the
                            applicable Pricing Supplement.

                                      D-2



Base Rates applicable
   to Floating Rate
   Notes:                   Unless otherwise provided in the applicable Pricing
                            Supplement, Floating Rate Notes will bear interest
                            at a rate or rates determined by reference to the CD
                            Rate, the CMT Rate, the Commercial Paper Rate, the
                            Federal Funds Rate, LIBOR, the Prime Rate, the
                            Treasury Rate, or such other Base Rate or formula as
                            may be set forth in applicable Pricing Supplement,
                            or by reference to two or more such rates, as
                            adjusted by the Spread and/or Spread Multiplier, if
                            any, applicable to such Floating Rate Notes.

Redemption/Repayment:       The Notes will be subject to redemption by the
                            Company in accordance with the terms of the Notes,
                            which will be fixed at the time of sale and set
                            forth in the applicable Pricing Supplement. If no
                            Initial Redemption Date is indicated with respect to
                            a Note, such Note will not be redeemable prior to
                            its Stated Maturity Date.

                            The Notes will be subject to repayment at the option
                            of the Holders thereof in accordance with the terms
                            of the Notes, which will be fixed at the time of
                            sale and set forth in the applicable Pricing
                            Supplement. If no Optional Repayment Date is
                            indicated with respect to a Note, such Note will not
                            be repayable at the option of the Holder prior to
                            its Stated Maturity Date.

Calculation of
   Interest:                In case of Fixed Rate Notes, interest (including
                            payments for partial periods) will be calculated and
                            paid on the basis of a 360-day year of twelve 30-day
                            months.

                            The interest rate on each Floating Rate Note will be
                            calculated by reference to the specified Base
                            Rate(s) plus or minus the applicable Spread, if any,
                            and/or multiplied by the applicable Spread
                            Multiplier, if any.

                            Unless otherwise provided in the applicable Pricing
                            Supplement, interest on each Floating Rate Note will
                            be calculated by multiplying its principal amount by
                            an accrued interest factor. Such accrued interest
                            factor is computed by adding the interest factor
                            calculated for each day in the period for which
                            accrued interest is being accrued. Unless otherwise
                            provided in the applicable Pricing Supplement, the
                            interest factor for each such day is computed by
                            dividing the interest rate applicable to such day by
                            360 if the CD Rate, Commercial

                                      D-3



                            Paper Rate, Federal Funds Rate, LIBOR (except for
                            LIBOR Notes denominated in pounds sterling) or Prime
                            Rate is an applicable Base Rate, by 365 in the case
                            of LIBOR Notes denominated in pounds sterling if
                            LIBOR is the applicable Base Rate, or by the actual
                            number of days in the year if the CMT Rate or
                            Treasury Rate is an applicable Base Rate. As
                            provided in the applicable Pricing Supplement, the
                            interest factor for Notes for which the interest
                            rate is calculated with reference to two or more
                            Base Rates will be calculated in each period in the
                            same manner as if only the lowest, highest or
                            average of the applicable Base Rates applied.

Interest:                   General. Each Note will bear interest in accordance
                            with its terms. Unless otherwise provided in the
                            applicable Pricing Supplement, interest on each Note
                            will accrue from and including the Original Issue
                            Date of such Note for the first interest period or
                            from the most recent Interest Payment Date (as
                            defined below) to which interest has been paid or
                            duly provided for all subsequent interest periods to
                            but excluding applicable Interest Payment Date or
                            the Stated Maturity Date or date of earlier
                            redemption or repayment, as the case may be (the
                            Stated Maturity Date or date of earlier redemption
                            or repayment is referred to herein as the "Maturity
                            Date" with respect to the principal repayable on
                            such date).

                            If an Interest Payment Date or the Maturity Date
                            with respect to any Fixed Rate Note falls on a day
                            that is not a Business Day (as defined below), the
                            required payment to be made on such day need not be
                            made on such day, but may be made on the next
                            succeeding Business Day with the same force and
                            effect as if made on such day, and no interest shall
                            accrue on such payment for the period from and after
                            such day to the next succeeding Business Day. If an
                            Interest Payment Date other than the Maturity Date
                            with respect to any Floating Rate Note would
                            otherwise fall on a day that is not a Business Day,
                            such Interest Payment Date will be postponed to the
                            next succeeding Business Day, except that in the
                            case of a Note for which LIBOR is an applicable Base
                            Rate, if such Business Day falls in the next
                            succeeding calendar month, such Interest Payment
                            Date will be the immediately preceding Business Day.
                            If the Maturity Date with respect to any Floating
                            Rate Note falls on a day that is not a Business Day,
                            the required payment to be made on such day need not
                            be made on such day, but may be made on the next
                            succeeding Business Day with the same force and
                            effect as if made on such day, and no interest shall
                            accrue

                                      D-4



                            on such payment for the period from and after the
                            Maturity Date to the next succeeding Business Day.

                            Unless otherwise provided in the applicable Pricing
                            Supplement, "Business Day" means with respect to any
                            Note, any day, other than a Saturday or Sunday, that
                            is neither (a) a legal holiday nor (b) a day on
                            which banking institutions are authorized or
                            required by law, regulation or executive order to
                            close in New York City; provided, however, that for
                            Notes denominated in a Specified Currency other than
                            United States dollars that day is also not a day on
                            which commercial banking institutions are authorized
                            or required by law, regulation or executive order to
                            close in the Principal Financial Center of the
                            country issuing the Specified Currency (or for Notes
                            denominated in euros, that day is also a day on
                            which the Trans-European Automated Real-time Gross
                            Settlement Express Transfer System, commonly
                            referred to as "TARGET," is operating); provided,
                            further, that with respect to a LIBOR Note, the day
                            must also be a London Business Day.

                            "London Business Day" means any day on which
                            commercial banks are open for business (including
                            for dealings in deposits in the relevant Index
                            Currency) in London.

                            "Principal Financial Center" means as applicable,
                            the capital city of the country issuing the
                            Specified Currency; or the capital city of the
                            country to which the Index Currency relates;
                            provided, however, that the Principal Financial
                            Center will be New York City for United States
                            dollars, Sydney for Australian dollars, Toronto for
                            Canadian dollars, Johannesburg for South African
                            rand and Zurich for Swiss francs.

                            Regular Record Dates. Unless otherwise provided in
                            the applicable Pricing Supplement, the "Regular
                            Record Date" for a Note shall be the close of
                            business on the fifteenth calendar day (whether or
                            not a Business Day) preceding the applicable
                            Interest Payment Date.

                            Interest Payment Dates. Interest payments will be
                            made on each Interest Payment Date commencing with
                            the first Interest Payment Date following the
                            Original Issue Date; provided, however, the first
                            payment of interest on any Note originally issued
                            between a Regular Record Date and an Interest
                            Payment Date will occur on the Interest Payment Date
                            following the next succeeding Regular Record Date.

                                      D-5



                            Unless otherwise provided in the applicable Pricing
                            Supplement, interest payments on Fixed Rate Notes
                            will be made semiannually in arrears on May 1 and
                            November 1 of each year and on the Maturity Date,
                            while interest payments on Floating Rate Notes will
                            be made as specified in the applicable Pricing
                            Supplement.

Acceptance and
   Rejection of Offers
   from Solicitation
   as Agents:               If agreed upon by any Agent and the Company, then
                            such Agent acting solely as agent for the Company
                            and not as principal will solicit purchases of the
                            Notes. Each Agent will communicate to the Company,
                            orally or in writing, each reasonable offer to
                            purchase Notes solicited by such Agent on an agency
                            basis, other than those offers rejected by such
                            Agent. Each Agent has the right, in its discretion
                            reasonably exercised, to reject any proposed
                            purchase of Notes, as a whole or in part, and any
                            such rejection shall not be a breach of such Agent's
                            agreement contained in the Distribution Agreement.
                            The Company has the sole right to accept or reject
                            any proposed purchase of Notes, in whole or in part,
                            and any such rejection shall not a breach of the
                            Company's agreement contained in the Distribution
                            Agreement. Each Agent has agreed to make best
                            efforts to assist the Company in obtaining
                            performance by each purchaser whose offer to
                            purchase Notes has been solicited by such Agent and
                            accepted by the Company.

Preparation of
   Pricing Supplement:      If any offer to purchase a Note is accepted by the
                            Company, the Company will promptly prepare a Pricing
                            Supplement reflecting the terms of such Note.
                            Information to be included in the Pricing Supplement
                            shall include:

                            1.   the name of the Company;

                            2.   the title of the Notes;

                            3.   the date of the Pricing Supplement and the date
                                 of the Prospectus to which the Pricing
                                 Supplement relates;

                            4.   the name of the Offering Agent (as defined
                                 below);

                                      D-6



                            5.   whether such Notes are being sold to the
                                 Offering Agent as principal or to an investor
                                 or other purchaser through the Offering Agent
                                 acting as agent for the Company;

                            6.   with respect to Notes sold to the Offering
                                 Agent as principal, whether such Notes will be
                                 resold by the Offering Agent to investors and
                                 other purchasers at (i) a fixed public offering
                                 price of a specified percentage of their
                                 principal amount or (ii) at varying prices
                                 related to prevailing market prices at the time
                                 of resale to be determined by the Offering
                                 Agent;

                            7.   with respect to Notes sold to an investor or
                                 other purchaser through the Offering Agent
                                 acting as agent for the Company, whether such
                                 Notes will be sold at (i) 100% of their
                                 principal amount or (ii) a specified percentage
                                 of their principal amount;

                            8.   the Offering Agent's discount or commission;

                            9.   the net proceeds to the Company;

                            10.  the Principal Amount, Specified Currency,
                                 Original Issue Date, Stated Maturity Date,
                                 Interest Payment Date(s), Authorized
                                 Denomination, Initial Redemption Date, if any,
                                 Initial Redemption Percentage, if any, Annual
                                 Redemption Percentage Reduction, if any,
                                 Optional Repayment Date(s), if any, Exchange
                                 Rate Agent, if any, Default Rate, if any, and,
                                 in the case of Fixed Rate Notes, the Interest
                                 Rate, and whether such Fixed Rate Note is an
                                 Original Issue Discount Note (and, if so, the
                                 Issue Price), and, in the case of Floating Rate
                                 Notes, the Interest Category, the Base Rate or
                                 Bases, the Day Count Convention, Index Maturity
                                 (if applicable), Initial Interest Rate, if any,
                                 Maximum Interest Rate, if any, Minimum Interest
                                 Rate, if any, Initial Interest Reset Date,
                                 Interest Reset Dates, Spread and/or Spread
                                 Multiplier, if any, and Calculation Agent; and

                            11.  any other additional provisions of the Notes
                                 material to investors or other purchasers of
                                 the Notes not otherwise specified in the
                                 Prospectus.

                            The Company shall use its best efforts to send such
                            Pricing Supplement by email, facsimile or overnight
                            express (for delivery by the close of business on
                            the applicable trade date, but in no event later
                            than 11:00 a.m. New York City time, on

                                      D-7



                            the Business Day following the applicable trade
                            date) to the Agent which made or presented the offer
                            to purchase the applicable Note (in such capacity,
                            the "Offering Agent") and the Trustee at the
                            following applicable address:

                            If to:

                            [notice provisions for Agents]

                                      D-8



                                      D-9



                            and to:

                            Troutman Sanders LLP
                            1111 East Main Street
                            Richmond, Virginia  23219
                            Attention: F. Claiborne Johnston, Jr., Esquire
                            Telephone: (804) 697-1214
                            Facsimile: (804) 697-1339

                            In each instance that a Pricing Supplement is
                            prepared, the Offering Agent will provide a copy of
                            such Pricing Supplement to each investor or
                            purchaser of the relevant Notes or its agent.
                            Pursuant to Rule 434 ("Rule 434") of the Securities
                            Act of 1933, as amended, the Pricing Supplement may
                            be delivered separately from the Prospectus.
                            Outdated Pricing Supplements (other than those
                            retained for files) will be destroyed.

Settlement:                 The receipt of immediately available funds by the
                            Company in payment for a Note and the authentication
                            and delivery of such Note shall, with respect to
                            such Note, constitute "settlement". Offers accepted
                            by the Company will be settled in three Business
                            Days, or at such time as the purchaser, the
                            applicable Agent and the Company shall agree,
                            pursuant to the timetable for settlement set forth
                            in Parts II and III hereof under "Settlement
                            Procedure Timetable" with respect to Global Notes
                            and Certificated Notes, respectively (each such date
                            fixed for settlement is hereinafter referred to as a
                            "Settlement Date"). If procedures A and B of the
                            applicable Settlement Procedures with respect to a
                            particular offer are not completed on or before the
                            time set forth under the applicable "Settlement
                            Procedures Timetable", such offer shall not be
                            settled until the Business Day following the
                            completion of settlement procedures A and B or such
                            later date as the purchaser and the Company shall
                            agree.

                            The foregoing settlement procedures may be modified
                            with respect to any purchase of Notes by an Agent as
                            principal if so agreed by the Company and such
                            Agent.

Procedure for Changing
   Rates or Other
   Variable Terms:          When a decision has been reached to change the
                            interest rate or any other variable term on any
                            Notes being sold by the

                                      D-10



                            Company, the Company will promptly advise the Agents
                            and the Trustee by facsimile transmission and the
                            Agents will forthwith suspend solicitation of offers
                            to purchase such Notes. The Agents will telephone
                            the Company with recommendations as to the changed
                            interest rates or other variable terms. At such time
                            as the Company notifies the Agents and the Trustee
                            of the new interest rates or other variable terms,
                            the Agents may resume solicitation of offers to
                            purchase such Notes. Until such time, only
                            "indications of interest" may be recorded.
                            Immediately after acceptance by the Company of an
                            offer to purchase Notes at a new interest rate or
                            new variable term, the Company, the Offering Agent
                            and the Trustee shall follow the procedures set
                            forth under the applicable "Settlement Procedures".

Suspension of
   Solicitation;
   Amendment or
   Supplement:              The Company may instruct the Agents to suspend
                            solicitation of offers to purchase Notes at any
                            time. Upon receipt of such instructions, the Agents
                            will forthwith suspend solicitation of offers to
                            purchase from the Company until such time as the
                            Company has advised the Agents that solicitation of
                            offers to purchase may be resumed. If the Company
                            decides to amend or supplement the Registration
                            Statement or the Prospectus (other than to establish
                            or change interest rates or formulas, maturities,
                            prices or other similar variable terms with respect
                            to the Notes), it will promptly advise the Agents
                            and will furnish the Agents and their counsel with
                            copies of the proposed amendment or supplement.
                            Copies of such amendment or supplement will be
                            delivered or mailed to the Agents, their counsel and
                            the Trustee in quantities which such parties may
                            reasonably request at the following respective
                            addresses:

                            If to

                            [notice provisions for Agents]

                                      D-11



                                      D-12



                            and to:

                            Troutman Sanders LLP
                            1111 East Main Street
                            Richmond, Virginia  23219
                               Attention: F. Claiborne Johnston, Jr., Esquire
                               Telephone: (804) 697-1214
                               Facsimile: (804) 697-1339

                            In the event that at the time the solicitation of
                            offers to purchase from the Company is suspended
                            (other than to establish or change interest rates or
                            formulas, maturities, prices or other similar
                            variable terms with respect to the Notes) there
                            shall be any offers to purchase Notes that have been
                            accepted by the Company which have not been settled,
                            the Company will promptly advise the Offering Agent
                            and the Trustee whether such offers may be settled
                            and whether copies of the Prospectus as theretofore
                            amended and/or supplemented as in effect at the time
                            of the suspension may be delivered in connection
                            with the settlement of such offers. The Company will
                            have the sole responsibility for such decision and
                            for any arrangements which may be made in the event
                            that the Company determines that such offers may not
                            be settled or that copies of such Prospectus may not
                            be so delivered.

Delivery of Prospectus
   and applicable
   Pricing Supplement:      A copy of the most recent Prospectus and the
                            applicable Pricing Supplement, which pursuant to
                            Rule 434 may be delivered separately from the
                            Prospectus, must accompany or precede the earlier of
                            (a) the written confirmation of a sale sent to an
                            investor or other purchaser or its agent and (b) the
                            delivery of Notes to an investor or other purchaser
                            or its agent.

Authenticity of
   Signatures:              The Agents will have no obligation or liability to
                            the Company or the Trustee in respect of the
                            authenticity of the signature of any officer,
                            employee or agent of the Company or the Trustee on
                            any Note.

Documents Incorporated
   by Reference:            The Company shall supply the Agents with an adequate
                            supply of all documents incorporated by reference in
                            the Registration Statement and the Prospectus.

                                      D-13



                                      D-14



             PART II: PROCEDURES FOR NOTES ISSUED IN BOOK-ENTRY FORM

     In connection with the qualification of Notes issued in book-entry form for
eligibility in the book-entry system maintained by DTC, JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank) ("JPMorgan") will perform the
custodial, document control and administrative functions described below, in
accordance with its respective obligations under a Letter of Representations
from the Company and JPMorgan to DTC, dated February 27, 2003, and a Certificate
Agreement, dated November 13, 2001, between JPMorgan and DTC, as amended (the
"Certificate Agreement"), and its obligations as a participant in DTC, including
DTC's Same-Day Funds Settlement System ("SDFS").

Issuance:                   All Fixed Rate Notes issued in book-entry form
                            having the same Original Issue Date, Specified
                            Currency, Interest Rate, Default Rate, Interest
                            Payment Dates, redemption and/or repayment terms, if
                            any, and Stated Maturity Date (collectively, the
                            "Fixed Rate Terms") will be represented initially by
                            a single Global Note; and all Floating Rate Notes
                            issued in book-entry form having the same Original
                            Issue Date, Specified Currency, Interest Category,
                            formula for the calculation of interest (including
                            the Base Rate or Bases, which may be the CD Rate,
                            the CMT Rate, the Commercial Paper Rate, the Federal
                            Funds Rate, LIBOR, the Prime Rate or the Treasury
                            Rate or any other Base Rate or formula, and Spread
                            and/or Spread Multiplier, if any), Day Count
                            Convention, Initial Interest Rate, Default Rate,
                            Index Maturity (if applicable), Minimum Interest
                            Rate, if any, Maximum Interest Rate, if any,
                            redemption and/or repayment terms, if any, Interest
                            Payment Dates, Initial Interest Reset Date, Interest
                            Reset Dates and Stated Maturity Date (collectively,
                            the "Floating Rate Terms") will be represented
                            initially by a single Global Note.

                            For other variable terms with respect to the Fixed
                            Rate Notes and Floating Rate Notes, see the
                            Prospectus and the applicable Pricing Supplement.

                            Owners of beneficial interests in Global Notes will
                            be entitled to physical delivery of Certificated
                            Notes equal in principal amount to their respective
                            beneficial interests only upon certain limited
                            circumstances described in the Prospectus.

Identification:             The Company has arranged with the CUSIP Service
                            Bureau of Standard & Poor's Corporation (the "CUSIP
                            Service Bureau") for the reservation of one series
                            of CUSIP numbers, which series consists of
                            approximately 900 CUSIP numbers which

                                      D-15



                            have been reserved for and relating to Global Notes
                            and the Company has delivered to each of JPMorgan
                            and DTC such list of such CUSIP numbers. The Company
                            will assign CUSIP numbers to Global Notes as
                            described below under Settlement Procedure B. DTC
                            will notify the CUSIP Service Bureau periodically of
                            the CUSIP numbers that the Company has assigned to
                            Global Notes. JPMorgan will notify the Company at
                            any time when fewer than 100 of the reserved CUSIP
                            numbers remain unassigned to Global Notes, and, if
                            it deems necessary, the Company will reserve and
                            obtain additional CUSIP numbers for assignment to
                            Global Notes. Upon obtaining such additional CUSIP
                            numbers, the Company will deliver a list of such
                            additional numbers to JPMorgan and DTC. Notes issued
                            in book-entry form in excess of $500,000,000 (or the
                            equivalent thereof in one or more foreign or
                            composite currencies) aggregate principal amount and
                            otherwise required to be represented by the same
                            Global Note will instead be represented by two or
                            more Global Notes which shall all be assigned the
                            same CUSIP number.

Registration:               Unless otherwise specified by DTC, each Global Note
                            will be registered in the name of Cede & Co., as
                            nominee for DTC, on the register maintained by
                            JPMorgan under the Indenture. The beneficial owner
                            of a Note issued in book-entry form (i.e., an owner
                            of a beneficial interest in a Global Note) (or one
                            or more indirect participants in DTC designated by
                            such owner) will designate one or more participants
                            in DTC (with respect to such Note issued in
                            book-entry form, the "Participants") to act as agent
                            for such beneficial owner in connection with the
                            book-entry system maintained by DTC, and DTC will
                            record in book-entry form, in accordance with
                            instructions provided by such Participants, a credit
                            balance with respect to such Note issued in
                            book-entry form in the account of such Participants.
                            The ownership interest of such beneficial owner in
                            such Note issued in book-entry form will be recorded
                            through the records of such Participants or through
                            the separate records of such Participants and one or
                            more indirect participants in DTC.

Transfers:                  Transfers of beneficial ownership interests in a
                            Global Note will be accomplished by book entries
                            made by DTC and, in turn, by Participants (and in
                            certain cases, one or more indirect participants in
                            DTC) acting on behalf of beneficial transferors and
                            transferees of such Global Note.

                                      D-16



Exchanges:                  JPMorgan may deliver to DTC and the CUSIP Service
                            Bureau at any time a written notice specifying (a)
                            the CUSIP numbers of two or more Global Notes
                            outstanding on such date that represent Global Notes
                            having the same Fixed Rate Terms or Floating Rate
                            Terms, as the case may be (other than Original Issue
                            Dates), and for which interest has been paid to the
                            same date; (b) a date, occurring at least 30 days
                            after such written notice is delivered and at least
                            30 days before the next Interest Payment Date for
                            the related Notes issued in book-entry form, on
                            which such Global Notes shall be exchanged for a
                            single replacement Global Note; and (c) a new CUSIP
                            number, obtained from the Company, to be assigned to
                            such replacement Global Note. Upon receipt of such a
                            notice, DTC will send to its Participants (including
                            JPMorgan) a written reorganization notice to the
                            effect that such exchange will occur on such date.
                            Prior to the specified exchange date, JPMorgan will
                            deliver to the CUSIP Service Bureau written notice
                            setting forth such exchange date and the new CUSIP
                            number and stating that, as of such exchange date,
                            the CUSIP numbers of the Global Notes to be
                            exchanged will no longer be valid. On the specified
                            exchange date, JPMorgan will exchange such Global
                            Notes for a single Global Note bearing the new CUSIP
                            number and the CUSIP numbers of the exchanged Notes
                            will, in accordance with CUSIP Service Bureau
                            procedures, be canceled and not immediately
                            reassigned. Notwithstanding the foregoing, if the
                            Global Notes to be exchanged exceed $500,000,000 (or
                            the equivalent thereof in one or more foreign or
                            composite currencies) in aggregate principal amount,
                            one replacement Note will be authenticated and
                            issued to represent each $500,000,000 (or the
                            equivalent thereof in one or more foreign or
                            composite currencies) in aggregate principal amount
                            of the exchanged Global Notes and an additional
                            Global Note or Notes will be authenticated and
                            issued to represent any remaining principal amount
                            of such Global Notes (See "Denominations" below).

Denominations:              Unless otherwise provided in the applicable Pricing
                            Supplement, Notes issued in book-entry form will be
                            issued in denominations of $25 or $1,000 and
                            integral multiples of such denominations in excess
                            thereof. Global Notes will not be denominated in
                            excess of $500,000,000 (or the equivalent thereof in
                            one or more foreign or composite currencies)
                            aggregate principal amount. If one or more Notes are
                            issued in book-entry form in excess of $500,000,000
                            (or the equivalent thereof in one or more foreign or
                            composite currencies)

                                      D-17



                            aggregate principal amount and would, but for the
                            preceding sentence, be represented by a single
                            Global Note, then one Global Note will be issued to
                            represent each $500,000,000 (or the equivalent
                            thereof in one or more foreign or composite
                            currencies) in aggregate principal amount of such
                            Notes issued in book-entry form and an additional
                            Global Note or Notes will be issued to represent any
                            remaining aggregate principal amount of such Note or
                            Notes issued in book-entry form. In such a case,
                            each of the Global Notes representing Notes issued
                            in book-entry form shall be assigned the same CUSIP
                            number.

Payments of Principal
   and Interest:            Payments of Interest Only. Promptly after each
                            Regular Record Date, JPMorgan will deliver to the
                            Company and DTC a written notice specifying by CUSIP
                            number the amount of interest to be paid on each
                            Global Note on the following Interest Payment Date
                            (other than an Interest Payment Date coinciding with
                            the Maturity Date) and the total of such amounts, to
                            the extent then ascertainable. DTC will confirm the
                            amount payable on each Global Note on such Interest
                            Payment Date by reference to the daily bond reports
                            published by Standard & Poor's Corporation. On such
                            Interest Payment Date, the Company will pay to
                            JPMorgan in immediately available funds an amount
                            sufficient to pay the interest then due and owing on
                            the Global Notes, and upon receipt of such funds
                            from the Company, JPMorgan in turn will pay to DTC
                            such total amount of interest due on such Global
                            Notes (other than on the Maturity Date) which is
                            payable in U.S. dollars, at the times and in the
                            manner set forth below under "Manner of Payment".
                            JPMorgan shall make payment of that amount of
                            interest due and owing on any Global Notes that
                            Participants have elected to receive in foreign or
                            composite currencies directly to such Participants.

                            Notice of Interest Rates. Promptly after each
                            Interest Determination Date or Calculation Date, as
                            the case may be, for Floating Rate Notes issued in
                            book-entry form, JPMorgan will notify each of
                            Moody's Investors Service, Inc. and Standard &
                            Poor's Corporation of the interest rates determined
                            as of such Interest Determination Date.

                            Payments at Maturity. On or about the first Business
                            Day of each month, JPMorgan will deliver to the
                            Company and DTC a written list of principal,
                            premium, if any, and interest to be paid on each
                            Global Note maturing or otherwise becoming due in
                            the following month, to the extent then
                            ascertainable.

                                      D-18



                            JPMorgan, the Company and DTC will confirm the
                            amounts of such principal, premium, if any, and
                            interest payments with respect to each such Global
                            Note on or about the fifth Business Day preceding
                            the Maturity Date of such Global Note. On the
                            Maturity Date, the Company will pay to JPMorgan in
                            immediately available funds an amount sufficient to
                            make the required payments, and upon receipt of such
                            funds JPMorgan in turn will pay to DTC the principal
                            amount of Global Notes, together with premium, if
                            any, and interest due on the Maturity Date, which
                            are payable in U.S. dollars, at the times and in the
                            manner set forth below under "Manner of Payment".
                            JPMorgan shall make payment of the principal,
                            premium, if any, and interest to be paid on the
                            Maturity Date of each Global Note that Participants
                            have elected to receive in foreign or composite
                            currencies directly to such Participants. Promptly
                            after (i) payment to DTC of the principal, premium,
                            if any, and interest due on the Maturity Date of
                            such Global Note which are payable in U.S. dollars
                            and (ii) payment of the principal, premium, if any,
                            and interest due on the Maturity Date of such Global
                            Note to those Participants who have elected to
                            receive such payments in foreign or composite
                            currencies, the Trustee will cancel such Global Note
                            and deliver it to the Company with an appropriate
                            debit advice. On the first Business Day of each
                            month, the Trustee will deliver to the Company a
                            written statement indicating the total principal
                            amount of outstanding Global Notes as of the close
                            of business on the immediately preceding Business
                            Day.

                            Manner of Payment. The total amount of any
                            principal, premium, if any, and interest due on
                            Global Notes on any Interest Payment Date or the
                            Maturity Date, as the case may be, which is payable
                            in U.S. dollars shall be paid by the Company to
                            JPMorgan in funds available for use by JPMorgan no
                            later than 10:00 a.m., New York City time, on such
                            date. The Company will make such payment on such
                            Global Notes to an account specified by JPMorgan.
                            Upon receipt of such funds, JPMorgan will pay by
                            separate wire transfer (using Fedwire message entry
                            instructions in a form previously specified by DTC)
                            to an account at the Federal Reserve Bank of New
                            York previously specified by DTC, in funds available
                            for immediate use by DTC, each payment in U.S.
                            dollars of principal, premium, if any, and interest
                            due on Global Notes on such date. Thereafter on such
                            date, DTC will pay, in accordance with its SDFS
                            operating procedures then in effect, such amounts in
                            funds available for immediate use to the respective
                            Participants in whose names the beneficial interests
                            in such

                                      D-19



                            Global Notes are recorded in the book-entry system
                            maintained by DTC. Neither the Company nor JPMorgan
                            shall have any responsibility or liability for the
                            payment in U.S. dollars by DTC of the principal of,
                            or premium, if any, or interest on, the Global
                            Notes. JPMorgan shall make all payments of
                            principal, premium, if any, and interest on each
                            Global Note that Participants have elected to
                            receive in foreign or composite currencies directly
                            to such Participants.

                            Withholding Taxes. The amount of any taxes required
                            under applicable law to be withheld from any
                            interest payment on a Global Note will be determined
                            and withheld by the Participant, indirect
                            participant in DTC or other Person responsible for
                            forwarding payments and materials directly to the
                            beneficial owner of such Global Note.

Settlement Procedures:      Settlement Procedures with regard to each Note in
                            book-entry form sold by an Agent, as agent of the
                            Company, or purchased by an Agent, as principal,
                            will be as follows:

                            A.   The Offering Agent will advise the Company by
                                 telephone:, confirmed by facsimile, of the
                                 following settlement information:

                                 1.   Principal amount, Authorized Denomination,
                                      and Specified Currency.

                                 2.   Exchange Rate Agent, if any.

                                 3.   (a) Fixed Rate Notes:

                                           (i)  Interest Rate.

                                           (ii) Interest Payment Dates.

                                           (iii) Whether such Note is being
                                                issued with Original Issue
                                                Discount and, if so, the terms
                                                thereof.

                                      (b) Floating Rate Notes:

                                           (i)  Interest Category.

                                           (ii) Base Rate(s).

                                      D-20



                                           (iii) Initial Interest Rate.

                                           (iv) Spread and/or Spread Multiplier,
                                                if any.

                                           (v)  Initial Interest Reset Date or
                                                Interest Reset Dates.

                                           (vi) Interest Payment Dates.

                                           (vii) Index Maturity, if any.

                                           (viii) Maximum and/or Minimum
                                                Interest Rates, if any.

                                           (ix) Day Count Convention.

                                           (x)  Calculation Agent.

                                 4.   Price to public, if any, of such Note (or
                                      whether such Note is being offered at
                                      varying prices relating to prevailing
                                      market prices at time of resale as
                                      determined by the Offering Agent).

                                 5.   Trade Date.

                                 6.   Settlement Date (Original Issue Date).

                                 7.   Stated Maturity Date.

                                 8.   Redemption provisions, if any.

                                 9.   Repayment provisions, if any.

                                 10.  Default Rate, if any.

                                 11.  Net proceeds to the Company.

                                 12.  The Offering Agent's discount or
                                      commission.

                                 13.  Whether such Note is being sold to the
                                      Offering Agent as principal or to an
                                      investor or other purchaser through the
                                      Offering Agent acting as agent for the
                                      Company.

                                      D-21



                                 14.  Such other information specified with
                                      respect to such Note (whether by Addendum
                                      or otherwise).

                            B.   The Company will assign a CUSIP number to the
                                 Global Note representing such Note and then
                                 advise the Trustee by facsimile transmission or
                                 other electronic transmission (promptly
                                 confirmed in writing) of the above settlement
                                 information received from the Offering Agent,
                                 such CUSIP number and the name of the Offering
                                 Agent. The Company will also advise the
                                 Offering Agent of the CUSIP number assigned to
                                 the Global Note.

                            C.   JPMorgan will communicate to DTC and the
                                 Offering Agent through DTC's Participant
                                 Terminal System a pending deposit message
                                 specifying the following settlement
                                 information:

                                 1.   The information set forth in the
                                      Settlement Procedure A.

                                 2.   Identification numbers of the participant
                                      accounts maintained by DTC on behalf of
                                      JPMorgan and the Offering Agent.

                                 3.   Identification of the Global Note as a
                                      Fixed Rate Global Note or Floating Rate
                                      Global Note.

                                 4.   Initial Interest Payment Date for such
                                      Note, number of days by which such date
                                      succeeds the related record date for DTC
                                      purposes (or, in the case of Floating Rate
                                      Notes which reset daily or weekly, the
                                      date five calendar days preceding the
                                      Interest Payment Date) and, if then
                                      calculable, the amount of interest payable
                                      on such Interest Payment Date (which
                                      amount shall have been confirmed by
                                      JPMorgan).

                                 5.   CUSIP number of the Global Note
                                      representing such Note.

                                 6.   Whether such Global Note represents any
                                      other Notes issued or to be issued in
                                      book-entry form.

                                      DTC will arrange for each pending deposit
                                 message described above to be transmitted to
                                 Standard & Poor's Corporation, which will use
                                 the information in the

                                      D-22



                                 message to include certain terms of the related
                                 Global Note in the appropriate daily bond
                                 report published by Standard & Poor's
                                 Corporation.

                            D.   The Trustee will complete and authenticate the
                                 Global Note representing such Note.

                            E.   DTC will credit such Note to the participant
                                 account of JPMorgan maintained by DTC.

                            F.   JPMorgan will enter an SDFS deliver order
                                 through DTC's Participant Terminal System
                                 instructing DTC (i) to debit such Note to
                                 JPMorgan's participant account and credit such
                                 Note to the participant account of the Offering
                                 Agent maintained by DTC and (ii) to debit the
                                 settlement account of the Offering Agent and
                                 credit the settlement account of JPMorgan
                                 maintained by DTC, in an amount equal to the
                                 price of such Note less such Offering Agent's
                                 discount or underwriting commission, as
                                 applicable. Any entry of such a deliver order
                                 shall be deemed to constitute a representation
                                 and warranty by the Trustee to DTC that (i) the
                                 Global Note representing such Note has been
                                 issued and authenticated and (ii) JPMorgan is
                                 holding such Global Note pursuant to the
                                 Certificate Agreement.

                            G.   In the case of Notes in book-entry form sold
                                 through the Offering Agent, as agent, the
                                 Offering Agent will enter an SDFS deliver order
                                 through DTC's Participant Terminal System
                                 instructing DTC (i) to debit such Note to the
                                 Offering Agent's participant account and credit
                                 such Note to the participant account of the
                                 Participants maintained by DTC and (ii) to
                                 debit the settlement accounts of such
                                 Participants and credit the settlement account
                                 of the Offering Agent maintained by DTC in an
                                 amount equal to the initial public offering
                                 price of such Note.

                            H.   Transfers of funds in accordance with SDFS
                                 deliver orders described in Settlement
                                 Procedures F and G will be settled in
                                 accordance with SDFS operating procedures in
                                 effect on the Settlement Date.

                            I.   Upon receipt, JPMorgan will pay the Company, by
                                 wire transfer of immediately available funds to
                                 an account specified by the Company to JPMorgan
                                 from time to

                                      D-23



                                 time, the amount transferred to JPMorgan in
                                 accordance with Settlement Procedure F.

                            J.   JPMorgan will send a copy of the Global Note by
                                 first class mail to the Company together with a
                                 statement setting forth the principal amount of
                                 Notes Outstanding as of the related Settlement
                                 Date after giving effect to such transaction
                                 and all other offers to purchase Notes of which
                                 the Company has advised JPMorgan but which have
                                 not yet been settled.

                            K.   If such Note was sold through the Offering
                                 Agent, as agent, the Offering Agent will
                                 confirm the purchase of such Note to the
                                 investor or other purchaser either by
                                 transmitting to the Participant with respect to
                                 such Note a confirmation order through DTC's
                                 Participant Terminal System or by mailing a
                                 written confirmation to such investor or other
                                 purchaser.

Settlement Procedures
   Timetable:               For offers to purchase Notes accepted by the
                            Company, Settlement Procedures A through K set forth
                            above shall be completed as soon as possible
                            following the trade but not later than the
                            respective times (New York City time) set forth
                            below:

                            Settlement
                             Procedure                     Time
                            ----------   ---------------------------------------

                                A        11:00 a.m. on the trade date or within
                                         one hour following the trade

                                B        12:00 noon on the trade date or within
                                         one hour following the trade

                                C        No later than the close of business on
                                         the trade date

                                D        9:00 a.m. on Settlement Date

                                E        10:00 a.m. on Settlement Date

                                F-G      No later than 2:00 p.m. on Settlement
                                         Date

                                      D-24



                                H        4:00 p.m. on Settlement Date

                                I-K      5:00 p.m. on Settlement Date

                            Settlement Procedure H is subject to extension in
                            accordance with any extension of Fedwire closing
                            deadlines and in the other events specified in the
                            SDFS operating procedures in effect on the
                            Settlement Date.

                            If settlement of a Note issued in book-entry form is
                            rescheduled or canceled, JPMorgan will deliver to
                            DTC, through DTC's Participant Terminal System, a
                            cancellation message to such effect by no later than
                            5:00 p.m., New York City time, on the Business Day
                            immediately preceding the scheduled Settlement Date.

Failure to Settle:          If JPMorgan fails to enter an SDFS deliver order
                            with respect to a Note issued in book-entry form
                            pursuant to Settlement Procedure F, JPMorgan may
                            deliver to DTC, through DTC's Participant Terminal
                            System, as soon as practicable a withdrawal message
                            instructing DTC to debit such Note to the
                            participant account of JPMorgan maintained at DTC.
                            DTC will process the withdrawal message, provided
                            that such participant account contains a principal
                            amount of the Global Note representing such Note
                            that is at least equal to the principal amount to be
                            debited. If withdrawal messages are processed with
                            respect to all the Notes represented by a Global
                            Note, the Trustee will mark such Global Note
                            "canceled", make appropriate entries in its records
                            and send certification of cancellation of such
                            canceled Global Note to the Company. The CUSIP
                            number assigned to such Global Note shall, in
                            accordance with CUSIP Service Bureau procedures, be
                            canceled and not immediately reassigned. If
                            withdrawal messages are processed with respect to a
                            portion of the Notes represented by a Global Note,
                            the Trustee will exchange such Global Note for two
                            Global Notes, one of which shall represent the
                            Global Notes for which withdrawal messages are
                            processed and shall be canceled immediately after
                            issuance and the other of which shall represent the
                            other Notes previously represented by the
                            surrendered Global Note and shall bear the CUSIP
                            number of the surrendered Global Note.

                            In the case of any Note in book-entry form sold
                            through the Offering Agent, as agent, if the
                            purchase price for any such Note is not timely paid
                            to the Participants with respect thereto

                                      D-25



                            by the beneficial investor or other purchaser
                            thereof (or a person, including an indirect
                            participant in DTC, acting on behalf of such
                            investor or other purchaser), such Participants and,
                            in turn, the related Offering Agent may enter SDFS
                            deliver orders through DTC's Participant Terminal
                            System reversing the orders entered pursuant to
                            Settlement Procedures F and G, respectively.
                            Thereafter, the Trustee will deliver the withdrawal
                            message and take the related actions described in
                            the preceding paragraph. If such failure shall have
                            occurred for any reason other than default by the
                            applicable Offering Agent to perform its obligations
                            hereunder or under the Distribution Agreement, the
                            Company will reimburse such Offering Agent on an
                            equitable basis for its reasonable loss of the use
                            of funds during the period when the funds were
                            credited to the account of the Company.

                            Notwithstanding the foregoing, upon any failure to
                            settle with respect to a Note in book-entry form,
                            DTC may take any actions in accordance with its SDFS
                            operating procedures then in effect. In the event of
                            a failure to settle with respect to a Note that was
                            to have been represented by a Global Note also
                            representing other Notes, the Trustee will provide,
                            in accordance with Settlement Procedure D, for the
                            authentication and issuance of a Global Note
                            representing such remaining Notes and will make
                            appropriate entries in its records.

                                      D-26



                   PART III: PROCEDURES FOR CERTIFICATED NOTES

Denominations:              Unless otherwise provided in the applicable Pricing
                            Supplement, the Certificated Notes will be issued in
                            denominations of $25 or $1,000 and integral
                            multiples of such denominations in excess thereof.

Payments of Principal,
   Premium, if any, and
   Interest:                Upon presentment and delivery of the Certificated
                            Note, the Trustee upon receipt of immediately
                            available funds from the Company will pay the
                            principal of, premium, if any, and interest on, each
                            Certificated Note on the Maturity Date in
                            immediately available funds. All interest payments
                            on a Certificated Note, other than interest due on
                            the Maturity Date, will be made by check mailed to
                            the address of the person entitled thereto as such
                            address shall appear in the Security Register at the
                            applicable Regular Record Date; provided, however,
                            that Holders shall be entitled to receive such
                            interest payments by wire transfer of immediately
                            available funds if appropriate wire transfer
                            instructions have been received in writing by the
                            Trustee not less than 15 calendar days prior to the
                            applicable Interest Payment Date.

                            The Trustee will provide monthly to the Company a
                            list of the principal, premium, if any, and interest
                            to be paid on Certificated Notes maturing in the
                            next succeeding month. The Trustee will be
                            responsible for withholding taxes on interest paid
                            as required by applicable law.

                            Certificated Notes presented to the Trustee on the
                            Maturity Date for payment will be canceled by the
                            Trustee. All canceled Certificated Notes held by the
                            Trustee shall be disposed of in accordance with its
                            customary procedures, and the Trustee shall furnish
                            to the Company a certificate with respect to such
                            disposition.

Settlement Procedures:      Settlement Procedures with regard to each
                            Certificated Note purchased by an Agent, as
                            principal, or through an Agent, as agent, shall be
                            as follows:

                                      D-27



                            A.   The Offering Agent will advise the Company by
                                 telephone of the following Settlement
                                 information with regard to each Certificated
                                 Note:

                                 1.   Exact name in which the Certificated
                                      Note(s) is to be registered (the
                                      "Registered Owner").

                                 2.   Exact address or addresses of the
                                      Registered Owner for delivery, notices and
                                      payments of principal, premium, if any,
                                      and interest.

                                 3.   Taxpayer identification number of the
                                      Registered Owner.

                                 4.   Principal amount, Authorized Denomination
                                      and Specified Currency.

                                 5.   Exchange Rate Agent, if any.

                                 6.   (a) Fixed Rate Notes:

                                           (i)  Interest Rate.

                                           (ii) Interest Payment Dates.

                                           (iii) Whether such Note is being
                                                issued with Original Issue
                                                Discount and, if so, the terms
                                                thereof.

                                      (b)  Floating Rate Notes:

                                           (i)  Interest Category.

                                           (ii) Base Rate or Bases.

                                           (iii) Initial Interest Rate.

                                           (iv) Spread and/or Spread Multiplier,
                                                if any.

                                           (v)  Initial Interest Reset Date and
                                                Interest Reset Dates.

                                           (vi) Interest Payment Dates.

                                      D-28



                                           (vii) Index Maturity, if any.

                                           (viii) Maximum and/or Minimum
                                                Interest Rates, if any.

                                           (ix) Day Count Convention.

                                           (x)  Calculation Agent.

                                 7.   Price to public of such Certificated Note
                                      (or whether such Note is being offered at
                                      varying prices relating to prevailing
                                      market prices at time of resale as
                                      determined by the Offering Agent).

                                 8.   Trade Date.

                                 9.   Settlement Date (Original Issue Date).

                                 10.  Stated Maturity Date.

                                 11.  Redemption provisions, if any.

                                 12.  Repayment provisions, if any.

                                 13.  Default Rate, if any.

                                 14.  Net proceeds to the Company.

                                 15.  The Offering Agent's discount or
                                      commission.

                                 16.  Whether such Note is being sold to the
                                      Offering Agent as principal or to an
                                      investor or other purchaser through the
                                      Offering Agent acting as agent for the
                                      Company.

                                 17.  Such other information specified with
                                      respect to such Note (whether by Addendum
                                      or otherwise).

                            B.   After receiving such settlement information
                                 from the Offering Agent, the Company will
                                 advise the Trustee of the above settlement
                                 information by facsimile transmission confirmed
                                 by telephone (and promptly confirmed in writing
                                 as well). The Company will cause the Trustee to
                                 issue, authenticate and deliver the
                                 Certificated Note.

                                      D-29



                            C.   The Trustee will complete the Certificated Note
                                 in the form approved by the Company and the
                                 Offering Agent, and will make three copies
                                 thereof (herein called "Stub 1", "Stub 2" and
                                 "Stub 3"):

                                 1.   Certificated Note with the Offering
                                      Agent's confirmation, if traded on a
                                      principal basis, or the Offering Agent's
                                      customer confirmation, if traded on an
                                      agency basis.

                                 2.   Stub 1 for Trustee.

                                 3.   Stub 2 for Offering Agent.

                                 4.   Stub 3 for the Company.

                            D.   With respect to each trade, the Trustee will
                                 deliver the Certificated Note and Stub 2
                                 thereof to the Offering Agent at the following
                                 applicable address:

                                 If to:

                                 [notice provisions for Agents]

                                      D-30



                                 and the Trustee will keep Stub 1. The Offering
                                 Agent will acknowledge receipt of the
                                 Certificated Note through a broker's receipt
                                 and will keep Stub 2. Delivery of the
                                 Certificated Note will be made only against
                                 such acknowledgment of receipt. Upon
                                 determination that the Certificated Note has
                                 been authorized, delivered and completed as
                                 aforementioned, the Offering Agent will wire
                                 the net proceeds of the Certificated Note after
                                 deduction of its applicable commission to the
                                 Company pursuant to standard wire instructions
                                 given by the Company.

                            E.   In the case of a Certificated Note sold through
                                 the Offering Agent, as agent, the Offering
                                 Agent will deliver such Certificated Note (with
                                 the confirmation) to the purchaser against
                                 payment in immediately available funds.

                            F.   The Trustee will send Stub 3 to the Company.

Settlement Procedures
   Timetable:               For offers to purchase Certificated Notes accepted
                            by the Company, Settlement Procedures A through F
                            set forth above shall be completed as soon as
                            possible following the trade but not later than the
                            respective times (New York City time) set forth
                            below:

                                      D-31



                            Settlement
                             Procedure                     Time
                            ----------   ---------------------------------------

                                A        11:00 a.m. on the trade date or within
                                         one hour following the trade

                                B        12:00 noon on the trade date or within
                                         one hour following the trade

                                C-D      2:15 p.m. on Settlement Date

                                E        3:00 p.m. on Settlement Date

                                F        5:00 p.m. on Settlement Date

Failure to Settle:          In the case of Certificated Notes sold through the
                            Offering Agent, as agent, if an investor or other
                            purchaser of a Certificated Note from the Company
                            shall either fail to accept delivery of or make
                            payment for such Certificated Note on the date fixed
                            for settlement, the Offering Agent will forthwith
                            notify the Trustee and the Company by telephone,
                            confirmed in writing, and return such Certificated
                            Note to the Trustee.

                            The Trustee, upon receipt of such Certificated Note
                            from the Offering Agent, will immediately advise the
                            Company and the Company will promptly arrange to
                            credit the account of the Offering Agent in an
                            amount of immediately available funds equal to the
                            amount previously paid to the Company by such
                            Offering Agent in settlement for such Certificated
                            Note. Such credits will be made on the Settlement
                            Date if possible, and in any event not later than
                            the Business Day following the Settlement Date;
                            provided that the Company has received notice on the
                            same day. If such failure shall have occurred for
                            any reason other than failure by such Offering Agent
                            to perform its obligations hereunder or under the
                            Distribution Agreement, the Company will reimburse
                            such Offering Agent on an equitable basis for its
                            reasonable loss of the use of funds during the
                            period when the funds were credited to the account
                            of the Company. Immediately upon receipt of the
                            Certificated Note in respect of which the failure
                            occurred, the Trustee will cancel and dispose of
                            such Certificated Note in accordance with its
                            customary procedures, make appropriate entries in
                            its records to reflect the fact that such
                            Certificated Note was never issued, and accordingly
                            notify in writing the Company.

                                      D-32

EX-4.12

                                                                    Exhibit 4.12

================================================================================

                            DOMINION RESOURCES, INC.

                                       and

                                                 ,
                               ------------------

                           As Purchase Contract Agent

                                   ----------

                           PURCHASE CONTRACT AGREEMENT

                           Dated as of          , 20
                                       ---------    --

================================================================================



                                TABLE OF CONTENTS



                                                                                    Page
                                                                                    ----
                                                                                  
        ARTICLE I Definitions and Other Provisions of General Application

Section 1.1.    Definitions.......................................................... 1
Section 1.2.    Compliance Certificates and Opinions................................ 14
Section 1.3.    Form of Documents Delivered to Purchase Contract Agent.............. 15
Section 1.4.    Acts of Holders; Record Dates....................................... 16
Section 1.5.    Notices............................................................. 17
Section 1.6.    Notice to Holders; Waiver........................................... 18
Section 1.7.    Effect of Headings and Table of Contents............................ 18
Section 1.8.    Successors and Assigns.............................................. 18
Section 1.9.    Separability Clause................................................. 18
Section 1.10.   Benefits of Agreement............................................... 18
Section 1.11.   Governing Law....................................................... 18
Section 1.12.   Legal Holidays...................................................... 19
Section 1.13.   Counterparts........................................................ 19
Section 1.14.   Inspection of Agreement............................................. 19

                          ARTICLE II Certificate Forms

Section 2.1.    Forms of Certificates Generally..................................... 19
Section 2.2.    Form of Purchase Contract Agent's Certificate of Authentication..... 20

                           ARTICLE III The Securities

Section 3.1.    Amount; Form and Denominations...................................... 21
Section 3.2.    Rights and Obligations Evidenced by the Certificates................ 21
Section 3.3.    Execution, Authentication, Delivery and Dating...................... 22
Section 3.4.    Temporary Certificates.............................................. 22
Section 3.5.    Registration; Registration of Transfer and Exchange................. 23
Section 3.6.    Book-Entry Interests................................................ 24
Section 3.7.    Notices to Holders.................................................. 25
Section 3.8.    Appointment of Successor Clearing Agency............................ 25
Section 3.9.    Definitive Certificates............................................. 25
Section 3.10.   Mutilated, Destroyed, Lost and Stolen Certificates.................. 25
Section 3.11.   Persons Deemed Owners............................................... 27
Section 3.12.   Cancellation........................................................ 27
Section 3.13.   Creation of Treasury Units by Substitution of Treasury Securities... 28
Section 3.14.   Reestablishment of Corporate Units.................................. 29
Section 3.15.   Transfer of Collateral upon Occurrence of Termination Event......... 30
Section 3.16.   No Consent to Assumption............................................ 30


                                        i




                                                                                  
                           ARTICLE IV The Senior Notes

Section 4.1.    Interest Payments; Rights to Interest Preserved..................... 31
Section 4.2.    Interest Rate Reset................................................. 32
Section 4.3.    Notice and Voting................................................... 32
Section 4.4.    Tax Event Redemption................................................ 33

                        ARTICLE V The Purchase Contracts

Section 5.1.    Purchase of Shares of Common Stock.................................. 33
Section 5.2.    Contract Adjustment Payments........................................ 35
Section 5.3.    [Intentionally omitted]............................................. 36
Section 5.4.    Payment of Purchase Price; Remarketing.............................. 36
Section 5.5.    Issuance of Shares of Common Stock.................................. 42
Section 5.6.    Adjustment of Settlement Rate....................................... 43
Section 5.7.    Notice of Adjustments and Certain Other Events...................... 48
Section 5.8.    Termination Event; Notice........................................... 49
Section 5.9.    Early Settlement; Cash Settlement................................... 49
Section 5.10.   No Fractional Shares................................................ 54
Section 5.11.   Charges and Taxes................................................... 54

                               ARTICLE VI Remedies

Section 6.1.    Unconditional Right of Holders to Receive Contract Adjustment
                   Payments and to Purchase Shares of Common Stock.................. 55
Section 6.2.    Restoration of Rights and Remedies.................................. 55
Section 6.3.    Rights and Remedies Cumulative...................................... 55
Section 6.4.    Delay or Omission Not Waiver........................................ 55
Section 6.5.    Undertaking for Costs............................................... 55
Section 6.6.    Waiver of Stay or Extension Laws.................................... 56

                     ARTICLE VII The Purchase Contract Agent

Section 7.1.    Certain Duties and Responsibilities................................. 56
Section 7.2.    Notice of Default................................................... 57
Section 7.3.    Certain Rights of Purchase Contract Agent........................... 57
Section 7.4.    Not Responsible for Recitals or Issuance of Securities.............. 58
Section 7.5.    May Hold Securities................................................. 58
Section 7.6.    Money Held in Custody............................................... 58
Section 7.7.    Compensation and Reimbursement...................................... 59
Section 7.8.    Corporate Purchase Contract Agent Required; Eligibility............. 59
Section 7.9.    Resignation and Removal; Appointment of Successor................... 59
Section 7.10.   Acceptance of Appointment by Successor.............................. 61



                                       ii



                                                                                  
Section 7.11.   Merger, Conversion, Consolidation or Succession to Business......... 61
Section 7.12.   Preservation of Information; Communications to Holders.............. 61
Section 7.13.   No Obligations of Purchase Contract Agent........................... 62
Section 7.14.   Tax Compliance...................................................... 62

                      ARTICLE VIII Supplemental Agreements

Section 8.1.    Supplemental Agreements Without Consent of Holders.................. 63
Section 8.2.    Supplemental Agreements With Consent of Holders..................... 63
Section 8.3.    Execution of Supplemental Agreements................................ 64
Section 8.4.    Effect of Supplemental Agreements................................... 64
Section 8.5.    Reference to Supplemental Agreements................................ 64

      ARTICLE IX Merger, Consolidation, Share Exchange, Sale or Conveyance

Section 9.1.    Covenant Not to Merge, Consolidate, Enter into a Share Exchange,
                   Sell or Convey Property Except Under Certain Conditions.......... 65
Section 9.2.    Rights and Duties of Successor Corporation.......................... 65
Section 9.3.    Officers' Certificate and Opinion of Counsel Given to Purchase
                   Contract Agent................................................... 66

                               ARTICLE X Covenants

Section 10.1.   Performance Under Purchase Contracts................................ 66
Section 10.2.   Maintenance of Office or Agency..................................... 66
Section 10.3.   Company to Reserve Common Stock..................................... 67
Section 10.4.   Covenants as to Common Stock........................................ 67
Section 10.5.   Statements of Officers of the Company as to Default................. 67
Section 10.6.   ERISA............................................................... 67



                                    EXHIBITS

         
EXHIBIT A   Form of Corporate Unit Certificate
EXHIBIT B   Form of Treasury Unit Certificate
EXHIBIT C   Notice from Holder to Purchase Contract Agent
            (Election for Creation of Treasury Units or Recreation of Corporate Units)
EXHIBIT D   Instruction to Purchase Contract Agent
EXHIBIT E   Notice from Purchase Contract Agent to Holders
            (Transfer of Collateral upon Occurrence of a Termination Event)
EXHIBIT F   Notice to Settle by Cash
EXHIBIT G   Notice from Purchase Contract Agent to Collateral Agent and
            Indenture Trustee (Settlement of Purchase Contract through Remarketing)
EXHIBIT H   Notice from Holder to Indenture Trustee
            (Election to Tender for Purchase Senior Notes in the Remarketing)



                                      iii



          PURCHASE CONTRACT AGREEMENT, dated as of            , 20  , between
                                                   -----------    --
DOMINION RESOURCES, INC., a Virginia corporation (the "Company"), and
                      , a                     corporation, acting as purchase
- ----------------------    -------------------
contract agent for the Holders of Securities from time to time (the "Purchase
Contract Agent").

                                    RECITALS

          The Company has duly authorized the execution and delivery of this
Agreement and the Certificates evidencing the Securities.

          All things necessary to make the Purchase Contracts, when the
Certificates are executed by the Company and authenticated, executed on behalf
of the Holders and delivered by the Purchase Contract Agent, as provided in this
Agreement, the valid obligations of the Company, and to constitute these
presents a valid agreement of the Company, in accordance with its terms, have
been done.

          For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed as follows:

                                    ARTICLE I

                        Definitions and Other Provisions
                             of General Application

Section 1.1. Definitions.

          For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

          (a) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular, and nouns
and pronouns of the masculine gender include the feminine and neuter genders;

          (b) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States;

          (c) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, Exhibit or other subdivision;

          (d) the following terms have the meanings given to them in this
Section 1.1(d):

          "Act," when used with respect to any Holder, has the meaning specified
in Section 1.4.

          "Adjusted Contract Adjustment Payment Rate" means, with respect to any
Reset Transaction, the rate per annum that is the arithmetic average of the
rates quoted by two Reference Dealers selected by the Company as the rate at
which Contract Adjustment Payments should accrue so that the fair market value,
expressed in dollars, of a Corporate Unit immediately after the later of




                                                                               2

(i) public announcement of such Reset Transaction or (ii) public announcement of
a change in dividend policy in connection with such Reset Transaction will equal
the average Trading Price of a Corporate Unit for the 20 Trading Days
immediately preceding the date of public announcement of such Reset Transaction;
provided that the Adjusted Contract Adjustment Payment Rate shall not be less
than     % per annum.
     ----

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

          "Affiliated Person" with respect to any specified Person means any
other Person that is an Affiliate of such specified Person.

          "Agreement" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more agreements
supplemental hereto entered into under the applicable provisions hereof.

          "Applicable Market Value" has the meaning set forth in Section 5.1.

          "applicants" has the meaning set forth in Section 7.12(b).

          "Authorized Newspaper" has the meaning set forth in the Indenture.

          "Bankruptcy Code" means title 11 of the United States Code, or any
other law of the United States that from time to time provides a uniform system
of bankruptcy laws.

          "Beneficial Owner" means, with respect to a Book-Entry Interest, a
Person who is the beneficial owner of such Book-Entry Interest as reflected on
the books of the Clearing Agency or on the books of a Person maintaining an
account with such Clearing Agency (directly as a Clearing Agency Participant or
as an indirect participant, in each case in accordance with the rules of such
Clearing Agency).

          "Board of Directors" means the board of directors of the Company or a
duly authorized committee of that board or two or more Senior Officers of the
Company, acting jointly.

          "Board Resolution" means one or more resolutions of the Board of
Directors, a copy of each of which has been certified by the Secretary or an
Assistant Secretary of the Company, to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification
and delivered to the Purchase Contract Agent.

          "Book-Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 3.6.

                                       2



                                                                               3

          "Business Day" means any day other than (i) a Saturday or Sunday or a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed or (ii) a day on which the
Indenture Trustee is closed for business; provided that for purposes of the
second paragraph of Section 1.12 only, the term "Business Day" shall also be
deemed to exclude any day on which trading on the New York Stock Exchange, Inc.
is closed or suspended.

          "Cash Settlement" has the meaning set forth in Section 5.9(B)(a)(i).

          "Certificate" means a Corporate Unit Certificate or a Treasury Unit
Certificate.

          "Clearing Agency" means an organization registered as a "clearing
agency" under Section 17A of the Exchange Act that is acting as a depositary for
the Securities and in whose name, or in the name of a nominee of that
organization, shall be registered a Global Certificate and which shall undertake
to effect book entry transfers and pledges of the Securities. Initially, DTC
shall be the Clearing Agency.

          "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

          "Closing Price" has the meaning set forth in Section 5.1.

          "Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder.

          "Collateral" has the meaning set forth in Section 1 of the Pledge
Agreement.

          "Collateral Account" has the meaning set forth in Section 1 of the
Pledge Agreement.

          "Collateral Agent" means                          , as Collateral
                                   -------------------------
Agent under the Pledge Agreement until a successor Collateral Agent shall have
become such under the applicable provisions of the Pledge Agreement, and
thereafter "Collateral Agent" shall mean the Person who is then the Collateral
Agent thereunder.

          "Collateral Substitution" means the substitution of Treasury
Securities, for a Holder's Senior Notes, under Section 3.13 of this Agreement
and Section 5.2 of the Pledge Agreement, and the substitution of a Holder's
Senior Notes for Treasury Securities under Section 3.14 of this Agreement and
Section 5.3 of the Pledge Agreement.

          "Common Stock" means the common stock, no par value per share, of the
Company.

          "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor shall have become such under the
applicable provision of this Agreement, and thereafter "Company" shall mean such
successor.

          "Constituent Person" has the meaning set forth in Section 5.6(b).

                                       3



                                                                               4

          "Contract Adjustment Payments" means the payments payable by the
Company on the Payment Dates in respect of each Purchase Contract, equal to (a)
if a Reset Transaction has not occurred,     % per annum of the Stated Amount or
                                         ----
(b) following the occurrence of a Reset Transaction, the Adjusted Contract
Adjustment Payment Rate related to such Reset Transaction until any succeeding
Reset Transaction shall occur, in either case computed (i) for any full
quarterly period on the basis of a 360-day year of twelve 30-day months, (ii)
for any period shorter than a full quarterly period for which such payments are
calculated, on the basis of a 30-day month and (iii) for periods of less than a
month, the actual number of days elapsed per 30-day month.

          "Corporate Trust Office" means the office of the Purchase Contract
Agent at which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at
                                                             .
- -------------------------------------------------------------

          "Corporate Unit" means the collective rights and obligations of a
Holder of a Corporate Unit Certificate in respect of the Senior Notes or, if
substituted therefor, in respect of the Treasury Portfolio Interest, in each
case, subject to the Pledge thereof, and the related Purchase Contract.

          "Corporate Unit Certificate" means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Corporate Units
specified on such certificate.

          "Corporate Unit Register" and "Corporate Unit Registrar" have the
respective meanings specified in Section 3.5.

          "Coupon Rate" means the percentage rate per annum at which each Senior
Note will bear interest initially.

          "Current Market Price" has the meaning specified in Section 5.6(a)(8).

          "Depositary" means DTC until another Clearing Agency becomes its
successor.

          "Dividend Yield" means, with respect to any security for any period,
the dividends paid or proposed to be paid under an announced dividend policy on
such security for such period divided by, if with respect to dividends paid on
such security, the average Closing Price of such security during such period
and, if with respect to dividends so proposed to be paid on such security, the
Closing Price of such security on the effective date of the related Reset
Transaction.

          "DTC" means The Depository Trust Company, the initial Clearing Agency.

          "Early Settlement" has the meaning set forth in Section 5.9(A)(a).

          "Early Settlement Amount" has the meaning set forth in Section
5.9(A)(a).

          "Early Settlement Date" has the meaning set forth in Section
5.9(A)(a).

          "Early Settlement Rate" has the meaning set forth in Section
5.9(A)(b).

                                       4



                                                                               5

          "Election Date" means                 , which is the fourth Business
                                ----------------
Day before the Initial Remarketing Date.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

          "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time, and the
rules and regulations promulgated thereunder.

          "Expiration Date" has the meaning set forth in Section 1.4(e).

          "Expiration Time" has the meaning set forth in Section 5.6(a)(6).

          "Failed Remarketing" has the meaning set forth in Section 5.4(d).

          "Final Remarketing" has the meaning set forth in Section 2(d) of the
Remarketing Agreement.

          "Final Remarketing Date" has the meaning set forth in Section 2(d) of
the Remarketing Agreement.

          "Global Certificate" means a Certificate that evidences all or part of
the Securities and is registered in the name of a Clearing Agency or a nominee
thereof.

          "Holder" means, with respect to a Security, the Person in whose name
the Security evidenced by a Corporate Unit Certificate and/or a Treasury Unit
Certificate is registered in the related Corporate Unit Register and/or the
Treasury Unit Register, as the case may be; provided, however, that in
determining whether the Holders of the requisite number of Corporate Units
and/or Treasury Units have Acted on any matter, then for the purpose of such
determination only (and not for any other purpose hereunder), if the Security
remains in the form of one or more Global Certificates and if the Clearing
Agency which is the holder of such Global Certificate has sent an omnibus proxy
assigning voting rights to the Clearing Agency Participants to whose accounts
the Securities are credited on the applicable record date, the term "Holder"
shall mean such Clearing Agency Participant acting at the direction of the
Beneficial Owners.

          "Indenture" means the Senior Indenture, dated as of June 1, 2000,
between the Company and the Indenture Trustee, as amended and supplemented from
time to time (including any provisions of the TIA that are deemed incorporated
therein and including the Supplemental Indenture), under which the Senior Notes
will be issued.

          "Indenture Trustee" means JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank), a New York banking corporation, as trustee under the
Indenture, or any successor thereto.

          "Initial Remarketing" has the meaning set forth in Section 2(c) of the
Remarketing Agreement.

          "Initial Remarketing Date" has the meaning set forth in Section 2(c)
of the

                                       5



                                                                               6

Remarketing Agreement.

          "Issuer Order" or "Issuer Request" means a written request or order
signed in the name of the Company by (i) either its Chief Executive Officer, its
President or one of its Vice Presidents and (ii) either its Corporate Secretary
or one of its Assistant Corporate Secretaries or its Treasurer or one of its
Assistant Treasurers, and delivered to the Purchase Contract Agent.

          "non-electing share" has the meaning set forth in Section 5.6(b).

          "NYSE" has the meaning set forth in Section 5.1.

          "Officers' Certificate" means a certificate signed by (i) either the
Chief Executive Officer, the President or one of the Vice Presidents and (ii)
either the Corporate Secretary or one of the Assistant Corporate Secretaries or
the Treasurer or one of the Assistant Treasurers, of the Company, and delivered
to the Purchase Contract Agent.

          "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company (and who may be an employee of the Company), and who
shall be reasonably acceptable to the Purchase Contract Agent.

          "Outstanding Securities" means, with respect to any Corporate Units or
Treasury Units and as of the date of determination, all Corporate Units or
Treasury Units evidenced by Certificates theretofore authenticated, executed and
delivered under this Agreement, except:

          (1) If a Termination Event has occurred, (i) Treasury Units and (ii)
     Corporate Units for which the underlying Treasury Securities, Senior Notes
     or Treasury Portfolio, as the case may be, have been theretofore deposited
     with the Purchase Contract Agent in trust for the Holders of such Corporate
     Units;

          (2) Corporate Units and Treasury Units evidenced by Certificates
     theretofore cancelled by the Purchase Contract Agent or delivered to the
     Purchase Contract Agent for cancellation or deemed cancelled under the
     provisions of this Agreement; and

          (3) Corporate Units and Treasury Units evidenced by Certificates in
     exchange for or in lieu of which other Certificates have been
     authenticated, executed on behalf of the Holder and delivered under this
     Agreement, other than any such Certificate in respect of which there shall
     have been presented to the Purchase Contract Agent proof satisfactory to it
     that such Certificate is held by a bona fide purchaser in whose hands the
     Corporate Units or Treasury Units evidenced by such Certificate are valid
     obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
number of the Corporate Units or Treasury Units have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Corporate Units
or Treasury Units owned by the Company or any Affiliate of the Company shall be
disregarded and deemed not to be Outstanding Securities, except that, in
determining whether the Purchase Contract Agent shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Corporate Units or Treasury Units which a Responsible Officer of
the Purchase Contract Agent knows to be so owned shall be so disregarded.
Corporate Units or Treasury Units so owned which have been pledged in good faith

                                       6



                                                                               7

may be regarded as Outstanding Securities if the pledgee establishes to the
satisfaction of the Purchase Contract Agent the pledgee's right so to act with
respect to such Corporate Units or Treasury Units and that the pledgee is not
the Company or any Affiliate of the Company.

          "Payment Date" means each                ,       ,           and
                                    ---------------  ------  ---------
        , commencing       , 20  .
- --------             ------    --

          "Permitted Investments" has the meaning set forth in Section 1 of the
Pledge Agreement.

          "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint-stock company, limited
liability company, trust, unincorporated organization or government or any
agency or political subdivision thereof or any other entity of whatever nature.

          "Plan" means an employee benefit plan that is subject to ERISA, a plan
or individual retirement account that is subject to Section 4975 of the Code or
any entity whose assets are considered assets of any such plan.

          "Pledge" means the pledge under the Pledge Agreement of the Senior
Notes, any Treasury Portfolio or any Treasury Securities, in each case
constituting a part of the Securities.

          "Pledge Agreement" means the Pledge Agreement, dated as of the date
hereof, by and among the Company, the Collateral Agent, the Securities
Intermediary and the Purchase Contract Agent, on its own behalf and as
attorney-in-fact for the Holders from time to time of the Securities, as the
same may be amended, modified or supplemented from time to time in accordance
with the terms thereof.

          "Pledged Senior Notes" has the meaning set forth in Section 1 of the
Pledge Agreement.

          "Pledged Treasury Portfolio Interest" has the meaning set forth in
Section 1 of the Pledge Agreement.

          "Pledged Treasury Securities" has the meaning set forth in Section 1
of the Pledge Agreement.

          "Predecessor Certificate" means a Predecessor Corporate Unit
Certificate or a Predecessor Treasury Unit Certificate.

          "Predecessor Corporate Unit Certificate" of any particular Corporate
Unit Certificate means every previous Corporate Unit Certificate evidencing all
or a portion of the rights and obligations of the Company and the Holder under
the Corporate Units evidenced thereby; and, for the purposes of this definition,
any Corporate Unit Certificate authenticated and delivered under Section 3.10 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Corporate Unit
Certificate shall be deemed to evidence the same rights and obligations of the
Company and the Holder as the mutilated, destroyed, lost or stolen Corporate
Unit Certificate.

                                       7



                                                                               8

          "Predecessor Treasury Unit Certificate" of any particular Treasury
Unit Certificate means every previous Treasury Unit Certificate evidencing all
or a portion of the rights and obligations of the Company and the Holder under
the Treasury Units evidenced thereby; and, for the purposes of this definition,
any Treasury Unit Certificate authenticated and delivered under Section 3.10 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Treasury Unit
Certificate shall be deemed to evidence the same rights and obligations of the
Company and the Holder as the mutilated, destroyed, lost or stolen Treasury Unit
Certificate.

          "Primary Treasury Dealer" means a primary U.S. government securities
dealer in New York City.

          "Proceeds" has the meaning set forth in Section 1 of the Pledge
Agreement.

          "Purchase Contract" means, with respect to any Security, the contract
forming a part of such Security and obligating the Company to (i) sell, and the
Holder of such Security to purchase, shares of Common Stock and (ii) pay the
Holder Contract Adjustment Payments in each case on the terms and subject to the
conditions set forth in Article Five hereof.

          "Purchase Contract Agent" means the Person named as the "Purchase
Contract Agent" in the first paragraph of this instrument until a successor
Purchase Contract Agent shall have become such under the applicable provisions
of this Agreement, and thereafter "Purchase Contract Agent" shall mean such
Person.

          "Purchase Contract Settlement Date" means            .
                                                    -----------

          "Purchase Contract Settlement Fund" has the meaning set forth in
Section 5.5.

          "Purchase Price" has the meaning set forth in Section 5.1.

          "Purchased Shares" has the meaning set forth in Section 5.6(a)(6).

          "Quotation Agent" means (i)                           and its
                                      -------------------------
respective successors, provided, however, that if the foregoing shall cease to
be a Primary Treasury Dealer, the Company shall substitute therefor another
Primary Treasury Dealer or (ii) any other Primary Treasury Dealer selected by
the Company.

          "Record Date" for the Contract Adjustment Payments payable on any
Payment Date means, as to any Global Certificate, the Business Day next
preceding such Payment Date, and as to any other Certificate, the fifteenth
Business Day before such Payment Date.

          "Redemption Amount" means, for each Senior Note, the product of (i)
the principal amount of such Senior Note and (ii) a fraction whose numerator is
the applicable Redemption Treasury Portfolio Purchase Price and whose
denominator is the applicable Tax Event Redemption Principal Amount.

          "Redemption Price" means the redemption price per Senior Note equal to
the Redemption Amount plus any accrued and unpaid interest on such Senior Note
to the date of

                                       8



                                                                               9

redemption.

          "Redemption Treasury Portfolio" means, in connection with a Tax Event
Redemption, (a) if the Tax Event Redemption Date occurs before the Initial
Remarketing Date or, in the event that there has not been a Successful Initial
Remarketing or Successful Subsequent Remarketing, before the Purchase Contract
Settlement Date, a portfolio of zero-coupon U.S. Treasury Securities consisting
of (i) principal or interest strips of U.S. Treasury Securities which mature on
or before the Purchase Contract Settlement Date in an aggregate amount equal to
the applicable Tax Event Redemption Principal Amount and (ii) with respect to
each scheduled interest payment date on the Senior Notes that occurs after the
Tax Event Redemption Date and on or before the Purchase Contract Settlement
Date, principal or interest strips of U.S. Treasury Securities that mature on or
before such date in an aggregate amount equal to the aggregate interest payment
that would be due on the applicable Tax Event Redemption Principal Amount of the
Senior Notes on such date, and (b) if the Tax Event Redemption Date occurs on or
after the Initial Remarketing Date or, in the event that there has not been a
Successful Initial Remarketing or a Successful Subsequent Remarketing, on or
after the Purchase Contract Settlement Date, a portfolio of zero-coupon U.S.
Treasury Securities consisting of (i) principal or interest strips of U.S.
Treasury Securities which mature on or before the Stated Maturity in an
aggregate amount equal to the applicable Tax Event Redemption Principal Amount
and (ii) with respect to each scheduled interest payment date on the Senior
Notes that occurs after the Tax Event Redemption Date, interest strips of such
U.S. Treasury Securities that mature on or before such date in an aggregate
amount equal to the aggregate interest payment that would be due on the
applicable Tax Event Redemption Principal Amount of the Senior Notes on such
date.

          "Redemption Treasury Portfolio Purchase Price" means the lowest
aggregate price quoted by the Primary Treasury Dealer to the Quotation Agent on
the third Business Day immediately preceding the Tax Event Redemption Date for
the purchase of the Redemption Treasury Portfolio for settlement on the Tax
Event Redemption Date.

          "Reference Dealer" means a dealer engaged in the trading of
convertible securities.

          "Reference Price" has the meaning set forth in Section 5.1.

          "Register" means the Corporate Unit Register and the Treasury Unit
Register.

          "Registrar" means the Corporate Unit Registrar and the Treasury Unit
Registrar.

          "Remarketing" means the remarketing of the Remarketing Senior Notes
under the Remarketing Procedures.

          "Remarketing Agent" has the meaning set forth in Section 5.4(b).

          "Remarketing Agreement" means the Remarketing Agreement, dated as of
the date hereof between the Company and the Remarketing Agent, as the same may
be amended, modified or supplemented from time to time in accordance with the
terms thereof.

          "Remarketing Date" means the date of any Successful Remarketing.

          "Remarketing Fee" has the meaning set forth in Section 5.4(b).

                                       9



                                                                              10

          "Remarketing Procedures" has the meaning specified in Section 1(b) of
the Remarketing Agreement.

          "Remarketing Senior Notes" has the meaning set forth in Section
5.4(b).

          "Remarketing Settlement Date" means the date of the settlement of any
Successful Remarketing, which will be three Business Days after such
Remarketing.

          "Remarketing Value" means the sum of

     (1) Unless the Remarketing occurs on the Final Remarketing Date, the value
     on the Remarketing Date of U.S. Treasury securities that will mature or
     pay, on or before the Payment Date falling on the Purchase Contract
     Settlement Date, an amount of cash equal to the aggregate interest that is
     scheduled to be payable on that Payment Date, on (i) the Senior Notes that
     are included in Corporate Units and (ii) the Separated Senior Notes, in
     each case, which are participating in the Remarketing, assuming for that
     purpose that the interest rate on the Senior Notes is equal to the Coupon
     Rate;

     (2) the value on the Remarketing Date of U.S. Treasury securities that will
     pay, on or before the Purchase Contract Settlement Date, an amount of cash
     equal to the Stated Amount of (i) such Senior Notes that are included in
     Corporate Units and (ii) the Separated Senior Notes, in each case, which
     are participating in the Remarketing; and

     (3) the Remarketing Fee;

     provided that, for purposes of each of clauses (1) through (3) above, the
     Remarketing Value shall be calculated on the assumptions that (i) the U.S.
     Treasury securities are highly liquid securities and mature on or within 35
     days before the Purchase Contract Settlement Date, as determined in good
     faith by the Remarketing Agent in a manner intended to minimize the
     Remarketing Value, and (ii) the U.S. Treasury securities are valued based
     on the ask-side price of the Treasury securities at a time between 9:00
     a.m. and 11:00 a.m. (New York City time), selected by the Remarketing
     Agent, on the Remarketing Date as determined on a third-day settlement
     basis by a reasonable and customary means selected in good faith by the
     Remarketing Agent, plus accrued interest to that date; and provided further
     that, the Remarketing Agent shall, in its sole discretion, select the U.S.
     Treasury securities in connection with a Remarketing in open market
     transactions, at a U.S. Treasury auction and/or from its own account.

          "Reorganization Event" has the meaning set forth in Section 5.6(b).

          "Reset Rate" has the meaning set forth in Section 102 of the
Supplemental Indenture.

          "Reset Transaction" means a merger, consolidation or statutory share
exchange to which the Person that is the issuer of the shares of Common Stock
for which the Purchase Contracts are then to be settled is a party, a sale of
all or substantially all assets of such Person, a recapitalization of such
Common Stock or a distribution described in Section 5.6(a)(4) by such Person and
after the effective date of such transaction the Purchase Contracts are then to
be settled for

                                       10



                                                                              11

shares of common stock of a Person (i) which had a Dividend Yield for the four
fiscal quarters immediately preceding the public announcement thereof which was,
or (ii) that announces a dividend policy before the effective date thereof which
policy, if implemented, would result in a Dividend Yield on such shares of
Common Stock for the next four fiscal quarters which would be, more than 250
basis points higher than the Dividend Yield on the shares of Common Stock for
which the Purchase Contracts are to be settled before such effective date for
the four fiscal quarters immediately preceding such public announcement.

          "Responsible Officer," when used with respect to the Purchase Contract
Agent, means any officer of the Purchase Contract Agent assigned by the Purchase
Contract Agent to administer its corporate trust matters.

          "Securities Intermediary" means                             , as
                                          ----------------------------
Securities Intermediary under the Pledge Agreement until a successor Securities
Intermediary shall have become such under the applicable provisions of the
Pledge Agreement, and thereafter "Securities Intermediary" shall mean such
successor.

          "Security" means a Corporate Unit or a Treasury Unit or the collective
reference to the Corporate Units and the Treasury Units, as the case may be.

          "Senior Notes" means the 20   Series       % Senior Notes, due
                                     --        - ----
             to be issued by the Company under the Supplemental Indenture, each
- ------------
having a minimum denomination of $50 and bearing interest, payable on the
Payment Dates, at the Coupon Rate to, but not including, the Remarketing
Settlement Date or the Purchase Contract Settlement Date, as applicable, and
thereafter at the Reset Rate, in each case under the Supplemental Indenture. Any
reference herein to "one Senior Note," "a Senior Note" or "the Senior Note" or
any phrase herein having a similar meaning shall be a reference to a Senior Note
in the principal amount of $50.

          "Senior Officer" means any one of the Company's Chief Executive
Officer, President, Executive Vice Presidents, Senior Vice Presidents or
Treasurer.

          "Separated Senior Notes" has the meaning set forth in Section 1 of the
Pledge Agreement.

          "Settlement Rate" has the meaning specified in Section 5.1.

          "Stated Amount" means $50 in cash.

          "Stated Maturity" means, with respect to the Senior Notes,
            .
- ------------
          "Subsequent Remarketing" has the meaning specified in Section 2(d) of
the Remarketing Agreement.

          "Subsequent Remarketing Date" has the meaning specified in Section
2(d) of the Remarketing Agreement.

          "Successful Final Remarketing" has the meaning specified in Section
2(e) of the Remarketing Agreement.

                                       11



                                                                              12

          "Successful Initial Remarketing" has the meaning specified in Section
2(e) of the Remarketing Agreement.

          "Successful Remarketing" has the meaning specified in Section 2(e) of
the Remarketing Agreement.

          "Successful Subsequent Remarketing" has the meaning specified in
Section 2(e) of the Remarketing Agreement.

          "Supplemental Indenture" means the       Supplemental Indenture, dated
                                             -----
as of        , 20  , between the Company and the Indenture Trustee,
      -------    --
supplementing the Indenture.

          "Tax Event" means the receipt by the Company of an opinion of a
nationally recognized independent tax counsel experienced in such matters, which
may be McGuireWoods LLP, to the effect that, as a result of (a) any amendment
to, or change (including any announced proposed change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, (b) any amendment to or
change in an interpretation or application of such laws or regulations by any
legislative body, court, governmental agency or regulatory authority or (c) any
interpretation or pronouncement that provides for a position with respect to
such laws or regulations that differs from the generally accepted position on
           , 20  , which amendment, change or proposed change is effective or
- -----------    --
which interpretation or pronouncement is announced on or after            ,
                                                               -----------
20  , there is more than an insubstantial risk that interest on the Senior Notes
  --
would not be deductible, in whole or in part, by the Company for United States
federal income tax purposes.

          "Tax Event Redemption" means, if a Tax Event shall occur and be
continuing, the redemption of the Senior Notes, at the option of the Company, in
whole but not in part, on not less than 20 days nor more than 60 days' written
notice.

          "Tax Event Redemption Date" means the date upon which a Tax Event
Redemption is to occur.

          "Tax Event Redemption Principal Amount" means either (i) if the Tax
Event Redemption Date occurs before the Initial Remarketing Date or, in the
event that there has not been a Successful Remarketing or a Successful
Subsequent Remarketing, before the Purchase Contract Settlement Date, the
aggregate principal amount of the Senior Notes which are components of Corporate
Units on the Tax Event Redemption Date or (ii) if the Tax Event Redemption Date
occurs on or after the Initial Remarketing Date or, in the event that there has
not been a Successful Remarketing or a Successful Subsequent Remarketing, on or
after the Purchase Contract Settlement Date, the aggregate principal amount of
the Senior Notes outstanding on such Tax Event Redemption Date.

          "Termination Date" means the date, if any, on which a Termination
Event occurs.

          "Termination Event" means the occurrence of any of the following
events:

                                       12



                                                                              13

          (1) at any time on or before the Purchase Contract Settlement Date, a
     judgment, decree or court order shall have been entered granting relief
     with respect to the Company under the Bankruptcy Code or any other similar
     applicable Federal or state law, adjudicating the Company to be insolvent,
     or approving as properly filed a petition seeking reorganization or
     liquidation of the Company, and, unless such judgment, decree or order
     shall have been entered within 60 days before the Purchase Contract
     Settlement Date, such decree or order shall have continued undischarged and
     unstayed for a period of 60 days;

          (2) a judgment, decree or court order for the appointment of a
     receiver or liquidator or trustee or assignee in bankruptcy or insolvency
     of the Company or of its property, or for the winding up or liquidation of
     its affairs, shall have been entered, and, unless such judgment, decree or
     order shall have been entered within 60 days before the Purchase Contract
     Settlement Date, such judgment, decree or order shall have continued
     undischarged and unstayed for a period of 60 days; or

          (3) at any time on or before the Purchase Contract Settlement Date,
     the Company shall file a petition for relief under the Bankruptcy Code, or
     shall consent to the filing of a bankruptcy proceeding against it, or shall
     file a petition or answer or consent seeking reorganization or liquidation
     of the Company under the Bankruptcy Code or any other similar applicable
     Federal or state law, or shall consent to the filing of any such petition,
     or shall consent to the appointment of a receiver or liquidator or trustee
     or assignee in bankruptcy or insolvency of it or of its property, or shall
     make an assignment for the benefit of its creditors, or shall admit in
     writing its inability to pay its debts generally as they become due.

          "Threshold Appreciation Price" has the meaning set forth in Section
5.1.

          "TIA" means the Trust Indenture Act of 1939, as amended from time to
time, or any successor legislation, and the rules and regulations promulgated
thereunder.

          "Trading Day" has the meaning set forth in Section 5.1.

          "Trading Price" of a security on any date of determination means:

          (1) the closing sale price (or, if no closing price is reported, the
     last reported sale price) of a security (regular way) on the NYSE on such
     date,

          (2) if such security is not listed for trading on the NYSE on any such
     date, the closing sale price as reported in the composite transactions for
     the principal United States securities exchange on which such security is
     so listed,

          (3) if such security is not so listed on a United States national or
     regional securities exchange, the closing sale price as reported by the
     NASDAQ Stock Market,

          (4) if such security is not so reported, the price quoted by
     Interactive Data Corporation for such security or, if Interactive Data
     Corporation is not quoting such price, a similar quotation service selected
     by the Company,

                                       13



                                                                              14

          (5) if such security is not so quoted, the average of the mid-point of
     the last bid and ask prices for such security from at least two dealers
     recognized as market-makers for such security, or

          (6) if such security is not so quoted, the average of the last bid and
     ask prices for such security from a Reference Dealer.

          "Treasury Portfolio" has the meaning specified in Section 5.4(b).

          "Treasury Portfolio Interest" has the meaning specified in Section
5.4(b) or, in the event that a Tax Event Redemption has occurred, means the
related interest in the Redemption Treasury Portfolio applicable to a Corporate
Unit.

          "Treasury Portfolio Return" has the meaning specified in Section 4.1.

          "Treasury Security" means a zero-coupon U.S. Treasury Security which
has a principal amount at maturity of $1,000 and which matures on or before the
Business Day before the Purchase Contract Settlement Date.

          "Treasury Unit" means, following the substitution of Treasury
Securities for Senior Notes as collateral to secure a Holder's obligations under
a Purchase Contract, the collective rights and obligations of a Holder of a
Treasury Unit Certificate in respect of such Treasury Securities, subject to the
Pledge thereof, and the related Purchase Contract.

          "Treasury Unit Certificate" means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Treasury Units specified
on such certificate.

          "Treasury Unit Register" and "Treasury Unit Registrar" have the
respective meanings set forth in Section 3.5.

Section 1.2. Compliance Certificates and Opinions.

          Except as otherwise expressly provided by this Agreement, upon any
application or request by the Company to the Purchase Contract Agent to take any
action in accordance with any provision of this Agreement, the Company shall
furnish to the Purchase Contract Agent an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and, if requested by the Purchase
Contract Agent, an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Agreement
relating to such particular application or request, no additional certificate or
opinion need be furnished.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement (other than under Section
10.5) shall include:

          (1) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

                                       14



                                                                              15

          (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (3) a statement that, in the opinion of each such individual, he or
     she has made such examination or investigation as is necessary to enable
     such individual to express an informed opinion as to whether or not such
     covenant or condition has been complied with; and

          (4) a statement as to whether, in the opinion of each such individual,
     such condition or covenant has been complied with.

Section 1.3. Form of Documents Delivered to Purchase Contract Agent.

          In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

          Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Agreement, they may, but need not, be consolidated and
form one instrument.

                                       15



                                                                              16

Section 1.4. Acts of Holders; Record Dates.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Purchase Contract Agent and, where it is hereby expressly required, to
the Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and (subject to Section 7.1) conclusive in favor of
the Purchase Contract Agent and the Company, if made in the manner provided in
this Section.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Purchase Contract
Agent deems sufficient.

          (c) The ownership of Securities shall be proved by the Corporate Unit
Register or the Treasury Unit Register, as the case may be.

          (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Purchase
Contract Agent or the Company in reliance thereon, whether or not notation of
such action is made upon such Certificate.

          (e) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Agreement to be given, made or taken by
Holders of Securities. If any record date is set under this paragraph, the
Holders of the Outstanding Corporate Units and the Outstanding Treasury Units,
as the case may be, on such record date, and no other Holders, shall be entitled
to take the relevant action with respect to the Corporate Units or the Treasury
Units, as the case may be, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken on or before the applicable Expiration Date by Holders of the requisite
number of Outstanding Securities on such record date. Nothing contained in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set under this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and be of no effect), and nothing contained
in this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite number of Outstanding Securities on the date such
action is taken. Promptly after any record date is set under this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Purchase Contract Agent in writing and to each Holder of Securities in the
manner set forth in Section 1.6.

                                       16



                                                                              17

          With respect to any record date set under this Section, the Company
may designate any date as the "Expiration Date" and from time to time may change
the Expiration Date to any earlier or later day; provided that no such change
shall be effective unless notice of the proposed new Expiration Date is given to
the Purchase Contract Agent in writing, and to each Holder of Securities in the
manner set forth in Section 1.6, on or before the existing Expiration Date. If
an Expiration Date is not designated with respect to any record date set under
this Section, the Company shall be deemed to have initially designated the 180th
day after such record date as the Expiration Date with respect thereto, subject
to its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.

Section 1.5. Notices.

          Any notice or communication is duly given if in writing and delivered
in Person or mailed by first-class mail (registered or certified, return receipt
requested), telecopier (with receipt confirmed) or overnight air courier
guaranteeing next day delivery, to the others' address; provided that notice
shall be deemed given to the Purchase Contract Agent only upon receipt thereof:

          If to the Purchase Contract Agent:

          ----------------------

          ----------------------------------
          Telecopier No.: (___)
                                ------------
          Attention:
                     -----------------------

          If to the Company:

          Dominion Resources, Inc.
          120 Tredegar Street
          Richmond, Virginia  23219
          Telecopier No.: (804) 819-2211
          Attention: Treasurer

          If to the Collateral Agent and Securities Intermediary:

          ----------------------

          ----------------------------------
          Telecopier No.: (___)
                                ------------
          Attention:
                     -----------------------

          If to the Indenture Trustee:

          JPMorgan Chase Bank
          4 New York Plaza
          New York, New York 10004
          Telecopier No.: (212) 946-8159/8160

                                       17



                                                                              18

          Attention: Institutional Trust Services

Section 1.6. Notice to Holders; Waiver.

          Where this Agreement provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at its address as it appears in the applicable Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Agreement provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Purchase Contract Agent, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.

          In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Purchase
Contract Agent shall constitute a sufficient notification for every purpose
hereunder.

Section 1.7. Effect of Headings and Table of Contents.

          The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

Section 1.8. Successors and Assigns.

          All covenants and agreements in this Agreement by the Company shall
bind its successors and assigns, whether so expressed or not.

Section 1.9. Separability Clause.

          In case any provision in this Agreement or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof and thereof shall not in any way be affected or
impaired thereby.

Section 1.10. Benefits of Agreement.

          Nothing contained in this Agreement or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and, to the extent provided hereby, the Holders, any
benefits or any legal or equitable right, remedy or claim under this Agreement.
The Holders from time to time shall be beneficiaries of this Agreement and shall
be bound by all of the terms and conditions hereof and of the Securities
evidenced by their Certificates by their acceptance of delivery of such
Certificates.

Section 1.11. Governing Law.

                                       18



                                                                              19

          This Agreement and the Securities shall be governed by, and construed
in accordance with, the laws of the State of New York.

Section 1.12. Legal Holidays.

          In any case where any Payment Date shall not be a Business Day, then
(notwithstanding any other provision of this Agreement or the Corporate Unit
Certificates or the Treasury Unit Certificates) Contract Adjustment Payments
shall not be made on such date, but shall be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date,
provided that no interest shall accrue or be payable by the Company or any
Holder for the period from and after any such Payment Date, except that, if such
next succeeding Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day with the same
force and effect as if made on such Payment Date.

          In any case where any Purchase Contract Settlement Date shall not be a
Business Day, notwithstanding any other provision of this Agreement, the
Corporate Unit Certificates or the Treasury Unit Certificates, Purchase
Contracts shall not be performed on such date, but the Purchase Contracts shall
be performed on the immediately following Business Day with the same force and
effect as if performed on the Purchase Contract Settlement Date.

Section 1.13. Counterparts.

          This Agreement may be executed in any number of counterparts by the
parties hereto on separate counterparts, each of which, when so executed and
delivered, shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument.

Section 1.14. Inspection of Agreement.

          A copy of this Agreement shall be available at all reasonable times
during normal business hours at the Corporate Trust Office for inspection by any
Holder or Beneficial Owner.

                                   ARTICLE II

                                Certificate Forms

Section 2.1. Forms of Certificates Generally.

          The Corporate Unit Certificates (including the form of Purchase
Contract forming part of the Corporate Units evidenced thereby) shall be in
substantially the form set forth in Exhibit A hereto, with such letters, numbers
or other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as may be required by the rules of any
securities exchange on which the Corporate Units are listed or any depositary
therefor, or as may, consistently herewith, be determined by the officers of the
Company executing such Corporate Unit Certificates, as evidenced by their
execution of the Corporate Unit Certificates.

          The definitive Corporate Unit Certificates shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers

                                       19



                                                                              20

of the Company executing the Corporate Units evidenced by such Corporate Unit
Certificates, consistent with the provisions of this Agreement, as evidenced by
their execution thereof.

          The Treasury Unit Certificates (including the form of Purchase
Contracts forming part of the Treasury Units evidenced thereby) shall be in
substantially the form set forth in Exhibit B hereto, with such letters, numbers
or other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as may be required by the rules of any
securities exchange on which the Treasury Units may be listed or any depositary
therefor, or as may, consistently herewith, be determined by the officers of the
Company executing such Treasury Unit Certificates, as evidenced by their
execution of the Treasury Unit Certificates.

          The definitive Treasury Unit Certificates shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers of the Company executing the
Treasury Units evidenced by such Treasury Unit Certificates, consistent with the
provisions of this Agreement, as evidenced by their execution thereof.

          Every Global Certificate authenticated, executed on behalf of the
Holders and delivered hereunder shall bear a legend in substantially the
following form:

     "This Certificate is a Global Certificate within the meaning of the
     Purchase Contract Agreement hereinafter referred to and is registered in
     the name of The Depository Trust Company, a New York corporation (the
     "Depositary"), or a nominee of the Depositary. This Certificate is
     exchangeable for certificates registered in the name of a person other than
     the Depositary or its nominee only in the limited circumstances described
     in the Purchase Contract Agreement and no transfer of this Certificate
     (other than a transfer of this Certificate as a whole 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) may be registered except
     in limited circumstances.

     Unless this Certificate is presented by an authorized representative of the
     Depositary for registration of transfer, exchange or payment, and any
     certificate issued is registered in the name of Cede & Co. or such other
     name as is requested by an authorized representative of the Depositary (and
     any payment hereon is made to Cede & Co. or to such other entity as is
     requested by an authorized representative of the Depositary), 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."

Section 2.2. Form of Purchase Contract Agent's Certificate of Authentication.

          The form of the Purchase Contract Agent's certificate of
authentication of the Corporate Unit shall be in substantially the form set
forth on the form of the Corporate Unit Certificates.

          The form of the Purchase Contract Agent's certificate of
authentication of the Treasury Unit shall be in substantially the form set forth
on the form of the Treasury Unit Certificates.

                                       20



                                                                              21

                                   ARTICLE III

                                 The Securities

Section 3.1. Amount; Form and Denominations.

          The aggregate number of Securities evidenced by Certificates
authenticated, executed on behalf of the Holders and delivered hereunder is
limited to           (or           if the purchaser of the Certificates
           ---------     ---------
exercises its overallotment option in full), except for Certificates
authenticated, executed and delivered upon registration of transfer of, in
exchange for, or in lieu of, other Certificates under Section 3.4, 3.5, 3.10,
3.13, 3.14, 5.9 or 8.5.

          The Certificates shall be issuable only in registered form and only in
denominations of a single Corporate Unit or Treasury Unit and any integral
multiple thereof.

Section 3.2. Rights and Obligations Evidenced by the Certificates.

          Each Corporate Unit Certificate shall evidence the number of Corporate
Units specified therein, with each such Corporate Unit representing (1) the
ownership by the Holder thereof of a beneficial interest in one Senior Note or
if substituted therefor, the Pledged Treasury Portfolio Interest, in either
case, subject to the Pledge of such Senior Note or such Pledged Treasury
Portfolio Interest, as the case may be, by such Holder under the Pledge
Agreement, and (2) the rights and obligations of the Holder thereof and the
Company under one Purchase Contract. The Purchase Contract Agent as
attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall
pledge, under the Pledge Agreement, the Senior Note or if substituted therefor,
the Treasury Portfolio Interest, forming a part of such Corporate Unit, to the
Collateral Agent and grant to the Collateral Agent a security interest in the
right, title and interest of such Holder in such Senior Note or such Treasury
Portfolio Interest, as the case may be, for the benefit of the Company, to
secure the obligation of the Holder under each Purchase Contract to purchase
shares of Common Stock. Before the purchase of shares of Common Stock under each
Purchase Contract, such Purchase Contracts shall not entitle the Holder of a
Corporate Unit Certificate to any of the rights of a holder of shares of Common
Stock, including, without limitation, the right to vote or receive any dividends
or other payments or to consent or to receive notice as a shareholder in respect
of the meetings of shareholders or for the election of directors of the Company
or for any other matter, or any other rights whatsoever as a shareholder of the
Company.

          Upon the formation of Treasury Units under Section 3.13, each Treasury
Unit Certificate shall evidence the number of Treasury Units specified therein,
with each such Treasury Unit representing (1) the ownership by the Holder
thereof of a 1/20 undivided beneficial interest in a Treasury Security with a
principal amount equal to $1,000, subject to the Pledge of such Treasury
Security by such Holder under the Pledge Agreement, and (2) the rights and
obligations of the Holder thereof and the Company under one Purchase Contract.
The Purchase Contract Agent as attorney-in-fact for, and on behalf of, the
Holder of each Treasury Unit shall pledge, under the Pledge Agreement, the
Treasury Security, forming a part of such Treasury Unit, to the Collateral Agent
and grant to the Collateral Agent a security interest in the right, title and
interest of such Holder in such Treasury Security for the benefit of the
Company, to secure the obligation of the Holder under each Purchase Contract to
purchase shares of Common Stock. Before the purchase of shares of Common

                                       21



                                                                              22

Stock under each Purchase Contract, such Purchase Contract shall not entitle the
Holder of a Treasury Unit Certificate to any of the rights of a holder of shares
of Common Stock, including, without limitation, the right to vote or receive any
dividends or other payments or to consent or to receive notice as a shareholder
in respect of the meetings of shareholders or for the election of directors of
the Company or for any other matter, or any other rights whatsoever as a
shareholder of the Company.

Section 3.3. Execution, Authentication, Delivery and Dating.

          Subject to the provisions of Sections 3.1, 3.13 and 3.14 hereof, upon
the execution and delivery of this Agreement, and at any time and from time to
time thereafter, the Company may deliver Certificates executed by the Company to
the Purchase Contract Agent for authentication, execution on behalf of the
Holders and delivery, together with its Issuer Order for authentication of such
Certificates, and the Purchase Contract Agent in accordance with such Issuer
Order shall authenticate, execute on behalf of the Holders and deliver such
Certificates.

          The Certificates shall be executed on behalf of the Company by (i)
either its Chief Executive Officer, its President or one of its Vice Presidents
and (ii) either the Corporate Secretary or one of its Assistant Corporate
Secretaries or its Treasurer or one of its Assistant Treasurers. The signature
of any of these officers on the Certificates may be manual or facsimile.

          Certificates bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices before the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates.

          No Purchase Contract evidenced by a Certificate shall be valid until
such Certificate has been executed on behalf of the Holder by the manual
signature of an authorized officer of the Purchase Contract Agent, as such
Holder's attorney-in-fact. Such signature by an authorized officer of the
Purchase Contract Agent shall be conclusive evidence that the Holder of such
Certificate has entered into the Purchase Contracts evidenced by such
Certificate.

          Each Certificate shall be dated the date of its authentication.

          No Certificate shall be entitled to any benefit under this Agreement
or be valid or obligatory for any purpose unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by an authorized officer of the Purchase Contract Agent by
manual signature, and such certificate upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder.

Section 3.4. Temporary Certificates.

          Pending the preparation of definitive Certificates, the Company shall
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall authenticate, execute on behalf of the Holders, and deliver, in lieu
of such definitive Certificates, temporary Certificates which are in
substantially the form set forth in Exhibit A or Exhibit B hereto, as the case
may be, with such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as may be required by the rules of any

                                       22



                                                                              23

securities exchange on which the Corporate Units or Treasury Units are or may be
listed, or as may, consistently herewith, be determined by the officers of the
Company executing such Certificates, as evidenced by their execution of the
Certificates.

          If temporary Certificates are issued, the Company will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the Corporate Trust Office, at the expense of the Company and
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Certificates, the Company shall execute and deliver to the Purchase
Contract Agent, and the Purchase Contract Agent shall authenticate, execute on
behalf of the Holder, and deliver in exchange therefor, one or more definitive
Certificates of like tenor and denominations and evidencing a like aggregate
number of Corporate Units or Treasury Units, as the case may be, as the
temporary Certificate or Certificates so surrendered. Until so exchanged, the
temporary Certificates shall in all respects evidence the same benefits and the
same obligations with respect to the Corporate Units or Treasury Units, as the
case may be, evidenced thereby as definitive Certificates.

Section 3.5. Registration; Registration of Transfer and Exchange.

          The Purchase Contract Agent shall keep at the Corporate Trust Office a
register (the "Corporate Unit Register") in which, subject to such reasonable
regulations as it may prescribe, the Purchase Contract Agent shall provide for
the registration of Corporate Unit Certificates and of transfers of Corporate
Unit Certificates (the Purchase Contract Agent, in such capacity, the "Corporate
Unit Registrar") and a register (the "Treasury Unit Register") in which, subject
to such reasonable regulations as it may prescribe, the Purchase Contract Agent
shall provide for the registration of the Treasury Unit Certificates and
transfers of Treasury Unit Certificates (the Purchase Contract Agent, in such
capacity, the "Treasury Unit Registrar").

          Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Company shall execute and deliver to the Purchase
Contract Agent, and the Purchase Contract Agent shall authenticate, execute on
behalf of the designated transferee or transferees, and deliver, in the name of
the designated transferee or transferees, one or more new Certificates of any
authorized denominations, like tenor, and evidencing a like aggregate number of
Corporate Units or Treasury Units, as the case may be.

          At the option of the Holder, Certificates may be exchanged for other
Certificates, of any authorized denominations and evidencing a like number of
Corporate Units or Treasury Units, as the case may be, upon surrender of the
Certificates to be exchanged at the Corporate Trust Office. Whenever any
Certificates are so surrendered for exchange, the Company shall execute and
deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall
authenticate, execute on behalf of the Holder, and deliver the Certificates
which the Holder making the exchange is entitled to receive.

          All Certificates issued upon any registration of transfer or exchange
of a Certificate shall evidence the ownership of the same aggregate number of
Corporate Units or Treasury Units, as the case may be, and be entitled to the
same benefits and subject to the same obligations, under this

                                       23



                                                                              24

Agreement as the Corporate Units or Treasury Units, as the case may be,
evidenced by the Certificate surrendered upon such registration of transfer or
exchange.

          Every Certificate presented or surrendered for registration of
transfer or for exchange shall (if so required by the Purchase Contract Agent)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Purchase Contract Agent duly executed, by
the Holder thereof or its attorney duly authorized in writing.

          No service charge shall be made for any registration of transfer or
exchange of a Certificate, but the Company and the Purchase Contract Agent may
require payment from the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Certificates, other than any exchanges under Sections
3.4, 3.6 and 8.5 not involving any transfer.

          Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall not be obligated to authenticate, execute on behalf of the Holder
and deliver any Certificate in exchange for any other Certificate presented or
surrendered for registration of transfer or for exchange on or after the
Business Day immediately preceding the earlier of the Purchase Contract
Settlement Date or the Termination Date. In lieu of delivery of a new
Certificate, upon satisfaction of the applicable conditions specified above in
this Section and receipt of appropriate registration or transfer instructions
from such Holder, the Purchase Contract Agent shall:

          (1) if the Purchase Contract Settlement Date has occurred, deliver the
     shares of Common Stock issuable in respect of the Purchase Contracts
     forming a part of the Securities evidenced by such other Certificate; or

          (2) if a Termination Event shall have occurred before the Purchase
     Contract Settlement Date, transfer the Senior Notes, the Treasury Portfolio
     or the Treasury Securities, as the case may be, evidenced thereby,

in each case subject to the applicable conditions and in accordance with the
applicable provisions of Article Five hereof.

Section 3.6. Book-Entry Interests.

          The Certificates, on original issuance, will be issued in the form of
one or more fully registered Global Certificates, to be delivered to the
Clearing Agency or its custodian by, or on behalf of, the Company. Such Global
Certificate shall initially be registered on the books and records of the
Company in the name of Cede & Co., the nominee of the initial Clearing Agency,
and no Beneficial Owner will receive a definitive Certificate representing such
Beneficial Owner's interest in such Global Certificate, except as provided in
Section 3.9. The Purchase Contract Agent shall enter into an agreement with the
Clearing Agency if so requested by the Company. Unless and until definitive,
fully registered Certificates have been issued to Beneficial Owners under
Section 3.9:

          (1) the provisions of this Section 3.6 shall be in full force and
     effect;

                                       24



                                                                              25

          (2) the Company shall be entitled to deal with the Clearing Agency for
     all purposes of this Agreement (including making Contract Adjustment
     Payments and receiving approvals, votes or consents hereunder) as the
     Holder of the Securities and the sole holder of the Global Certificates and
     shall have no obligation to the Beneficial Owners;

          (3) to the extent that the provisions of this Section 3.6 conflict
     with any other provisions of this Agreement, the provisions of this Section
     3.6 shall control; and

          (4) the rights of the Beneficial Owners shall be exercised only
     through the Clearing Agency and shall be limited to those established by
     law and agreements between such Beneficial Owners and the Clearing Agency
     and/or the Clearing Agency Participants.

Section 3.7. Notices to Holders.

          Whenever a notice or other communication to the Holders is required to
be given under this Agreement, the Company or the Company's agent shall give
such notices and communications to the Holders and, with respect to any
Securities registered in the name of a Clearing Agency or the nominee of a
Clearing Agency, the Company or the Company's agent shall, except as set forth
herein, have no obligations to the Beneficial Owners.

Section 3.8. Appointment of Successor Clearing Agency.

          If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the Securities or ceases to be eligible as
a "clearing agency" under the Exchange Act, the Company may, in its sole
discretion, appoint a successor Clearing Agency with respect to the Securities.

Section 3.9. Definitive Certificates.

          If:

          (1) a Clearing Agency elects to discontinue its services as securities
     depositary with respect to the Securities or ceases to be eligible as a
     "clearing agency" under the Exchange Act and a successor Clearing Agency is
     not appointed by the Company under Section 3.8 within 90 days after the
     Company receives notice from the Clearing Agency of such election or
     becomes aware of such cessation; or

          (2) there shall have occurred and be continuing a default by the
     Company in respect of its obligations under one or more Purchase Contracts,

then upon surrender of the Global Certificates representing the Securities by
the Clearing Agency, accompanied by registration instructions, the Company shall
cause definitive Certificates to be delivered to Beneficial Owners in accordance
with the instructions of the Clearing Agency. The Company and the Purchase
Contract Agent shall not be liable for any delay in delivery of such
instructions and may conclusively rely on and shall be protected in relying on,
such instructions.

Section 3.10. Mutilated, Destroyed, Lost and Stolen Certificates.

                                       25



                                                                              26

          If any mutilated Certificate is surrendered to the Purchase Contract
Agent, the Company shall execute and deliver to the Purchase Contract Agent, and
the Purchase Contract Agent shall authenticate, execute on behalf of the Holder,
and deliver in exchange therefor, a new Certificate, evidencing the same number
of Corporate Units or Treasury Units, as the case may be, and bearing a
Certificate number not contemporaneously outstanding.

          If there shall be delivered to the Company and the Purchase Contract
Agent (i) evidence to their satisfaction of the destruction, loss or theft of
any Certificate, and (ii) such security or indemnity as may be required by them
to hold each of them and any agent of any of them harmless, then, in the absence
of notice to the Company or the Purchase Contract Agent that such Certificate
has been acquired by a bona fide purchaser, the Company shall execute and
deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall
authenticate, execute on behalf of the Holder, and deliver to the Holder, in
lieu of any such destroyed, lost or stolen Certificate, a new Certificate,
evidencing the same number of Corporate Units or Treasury Units, as the case may
be, and bearing a Certificate number not contemporaneously outstanding.

          Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall not be obligated to authenticate, execute on behalf of the Holder,
and deliver to the Holder, a Certificate on or after the Business Day
immediately preceding the earlier of the Purchase Contract Settlement Date or
the Termination Date. In lieu of delivery of a new Certificate, upon
satisfaction of the applicable conditions specified above in this Section and
receipt of appropriate registration or transfer instructions from such Holder,
the Purchase Contract Agent shall:

          (1) if the Purchase Contract Settlement Date has occurred, deliver the
     shares of Common Stock issuable in respect of the Purchase Contracts
     forming a part of the Securities evidenced by such Certificate; or

          (2) if a Termination Event shall have occurred before the Purchase
     Contract Settlement Date, transfer the Senior Notes, the Treasury Portfolio
     or the Treasury Securities, as the case may be, evidenced thereby,

in each case subject to the applicable conditions and in accordance with the
applicable provisions of Article Five hereof.

          Upon the issuance of any new Certificate under this Section, the
Company and the Purchase Contract Agent may require the payment by the Holder of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Purchase Contract Agent) connected therewith.

          Every new Certificate issued under this Section in lieu of any
destroyed, lost or stolen Certificate shall constitute an original additional
contractual obligation of the Company and of the Holder in respect of the
Security evidenced thereby, whether or not the destroyed, lost or stolen
Certificate (and the Securities evidenced thereby) shall be at any time
enforceable by anyone, and shall be entitled to all the benefits and be subject
to all the obligations of this Agreement equally and proportionately with any
and all other Certificates delivered hereunder.

                                       26



                                                                              27

          The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Certificates.

Section 3.11. Persons Deemed Owners.

          Before due presentment of a Certificate for registration of transfer,
the Company and the Purchase Contract Agent, and any agent of the Company or the
Purchase Contract Agent, may treat the Person in whose name such Certificate is
registered as the owner of the Corporate Units or Treasury Units evidenced
thereby, for the purpose of receiving interest payments on the Senior Notes,
receiving Contract Adjustment Payments, performance of the Purchase Contracts
and for all other purposes whatsoever, whether or not any interest payments on
the Senior Notes or the Contract Adjustment Payments payable in respect of the
Purchase Contracts constituting a part of the Corporate Units or Treasury Units
evidenced thereby shall be overdue and notwithstanding any notice to the
contrary, and neither the Company nor the Purchase Contract Agent, nor any agent
of the Company or the Purchase Contract Agent, shall be affected by notice to
the contrary.

          Notwithstanding the foregoing, with respect to any Global Certificate,
nothing contained herein shall prevent the Company, the Purchase Contract Agent
or any agent of the Company or the Purchase Contract Agent, from giving effect
to any written certification, proxy or other authorization furnished by any
Clearing Agency (or its nominee), as a Holder, with respect to such Global
Certificate or impair, as between such Clearing Agency and owners of beneficial
interests in such Global Certificate, the operation of customary practices
governing the exercise of rights of such Clearing Agency (or its nominee) as
Holder of such Global Certificate.

Section 3.12. Cancellation.

          All Certificates surrendered for delivery of shares of Common Stock on
or after the Purchase Contract Settlement Date, upon the transfer of Senior
Notes, the Treasury Portfolio or Treasury Securities, as the case may be, after
the occurrence of a Termination Event or under an Early Settlement, or upon the
registration of a transfer or exchange of a Security, or a Collateral
Substitution or the reestablishment of Corporate Units shall, if surrendered to
any Person other than the Purchase Contract Agent, be delivered to the Purchase
Contract Agent and, if not already cancelled, shall be promptly cancelled by it.
The Company may at any time deliver to the Purchase Contract Agent for
cancellation any Certificates previously authenticated, executed and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Certificates so delivered shall, upon Issuer Order, be promptly cancelled by the
Purchase Contract Agent. No Certificates shall be authenticated, executed on
behalf of the Holder and delivered in lieu of or in exchange for any
Certificates cancelled as provided in this Section, except as expressly
permitted by this Agreement. All cancelled Certificates held by the Purchase
Contract Agent shall be disposed of by the Purchase Contract Agent in accordance
with its customary procedures.

          If the Company or any Affiliate of the Company shall acquire any
Certificate, such acquisition shall not operate as a cancellation of such
Certificate unless and until such Certificate is delivered to the Purchase
Contract Agent cancelled or for cancellation.

                                       27



                                                                              28

Section 3.13. Creation of Treasury Units by Substitution of Treasury Securities.

          A Holder may separate the Senior Notes from the related Purchase
Contracts in respect of such Holder's Corporate Units by substituting for such
Senior Notes Treasury Securities in an aggregate principal amount equal to the
aggregate principal amount of such Senior Notes (a "Collateral Substitution"),
at any time from and after the date of this Agreement until 5:00 p.m. (New York
City time) on the Election Date by providing notice to the Purchase Contract
Agent, substantially in the form of Exhibit C hereto, of such Holder's intention
to create Treasury Units and:

          (1) depositing with the Securities Intermediary Treasury Securities
     having an aggregate principal amount at maturity equal to the aggregate
     principal amount of the Senior Notes comprising part of such Corporate
     Units; and

          (2) transferring the related Corporate Units to the Purchase Contract
     Agent accompanied by a notice to the Purchase Contract Agent, substantially
     in the form of Exhibit D hereto, stating that the Holder has transferred
     the relevant amount of Treasury Securities to the Securities Intermediary
     and requesting that the Purchase Contract Agent instruct the Collateral
     Agent to release the Senior Notes underlying such Corporate Units,
     whereupon the Purchase Contract Agent shall promptly give such instruction
     to the Collateral Agent, substantially in the form of Exhibit A to the
     Pledge Agreement.

Upon receipt of the Treasury Securities described in clause (1) above and the
instruction described in clause (2) above, in accordance with the terms of the
Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to
effect the release of such Senior Notes from the Pledge to the Purchase Contract
Agent, free and clear of the Company's security interest therein, and the
transfer of such Senior Notes to the Purchase Contract Agent on behalf of the
Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly:

          (i) cancel the related Corporate Units;

          (ii) transfer the Senior Notes to the Holder; and

          (iii) authenticate, execute on behalf of such Holder and deliver a
Treasury Unit Certificate executed by the Company in accordance with Section 3.3
of this Agreement evidencing the same number of Purchase Contracts as were
evidenced by the cancelled Corporate Units.

          Holders who elect to separate the Senior Notes from the related
Purchase Contracts and to substitute Treasury Securities for such Senior Notes
shall be responsible for any fees or expenses payable to the Collateral Agent
for its services as Collateral Agent in respect of the substitution, and the
Company shall not be responsible for any such fees or expenses.

          Holders may make Collateral Substitutions only in integral multiples
of 20 Corporate Units. Under no circumstances may a Holder of Corporate Units
create Treasury Units after the Election Date.

          In the event a Holder making a Collateral Substitution under Section
3.13 of this Agreement fails to effect a book-entry transfer of the Corporate
Units or fails to deliver Corporate Unit Certificates to the Purchase Contract
Agent after depositing Treasury Securities with the

                                       28



                                                                              29

Collateral Agent, the Senior Notes, constituting a part of such Corporate Units,
and any interest payments on such Senior Notes, shall be held in the name of the
Purchase Contract Agent or its nominee in trust for the benefit of such Holder,
until such Corporate Units are so transferred or the Corporate Unit Certificates
are so delivered, as the case may be, or, with respect to the Corporate Unit
Certificates, such Holder provides evidence satisfactory to the Company and the
Purchase Contract Agent that such Corporate Unit Certificates have been
destroyed, lost or stolen, together with any indemnity that may be required by
the Purchase Contract Agent and the Company.

          Except as described in this Section 3.13, for so long as the Purchase
Contract underlying a Corporate Unit remains in effect, such Corporate Unit
shall not be separable into its constituent parts, and the rights and
obligations of the Holder in respect of the Senior Note or the Treasury
Portfolio Interest and the Purchase Contract comprising such Corporate Unit may
be acquired, and may be transferred and exchanged, only as a Corporate Unit.

Section 3.14. Reestablishment of Corporate Units.

          Unless a Tax Event Redemption has occurred, a Holder of a Treasury
Unit may recreate Corporate Units at any time until 5:00 p.m. (New York City
time) on the Election Date by providing notice to the Purchase Contract Agent,
substantially in the form of Exhibit C hereto, of such Holder's intention to
recreate Corporate Units and:

          (1) depositing with the Securities Intermediary Senior Notes having an
     aggregate principal amount equal to the aggregate principal amount at
     maturity of the Treasury Securities comprising part of the Treasury Units;
     and

          (2) transferring the related Treasury Units to the Purchase Contract
     Agent accompanied by a notice to the Purchase Contract Agent, substantially
     in the form of Exhibit D hereto, (i) stating that the Holder has
     transferred the relevant amount of Senior Notes to the Securities
     Intermediary and (ii) requesting that the Purchase Contract Agent instruct
     the Collateral Agent to release the Treasury Securities underlying such
     Treasury Units, whereupon the Purchase Contract Agent shall promptly give
     such instruction to the Collateral Agent, substantially in the form of
     Exhibit C to the Pledge Agreement.

Upon receipt of the Senior Notes described in clause (1) above and the
instruction described in clause (2) above, in accordance with the terms of the
Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to
effect the release of such Treasury Securities from the Pledge to the Purchase
Contract Agent, free and clear of the Company's security interest therein, and
the transfer of such Treasury Securities to the Purchase Contract Agent on
behalf of the Holder. Upon receipt thereof, the Purchase Contract Agent shall
promptly:

          (i) cancel the related Treasury Units;

          (ii) transfer the Treasury Securities to the Holder; and

          (iii) authenticate, execute on behalf of such Holder and deliver a
Corporate Unit Certificate executed by the Company in accordance with Section
3.3 evidencing the same number of Purchase Contracts as were evidenced by the
cancelled Treasury Unit.

                                       29



                                                                              30

          Holders who elect to recreate Corporate Units shall be responsible for
any fees or expenses payable to the Collateral Agent for its services as
Collateral Agent in respect of the substitution, and the Company shall not be
responsible for any such fees or expenses.

          Holders of Treasury Units may reestablish Corporate Units in integral
multiples of 20 Treasury Units for 20 Corporate Units. Under no circumstances
may a Holder of Treasury Units recreate Corporate Units after the Election Date.

          Except as provided in this Section 3.14, for so long as the Purchase
Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall
not be separable into its constituent parts and the rights and obligations of
the Holder of such Treasury Units in respect of the 1/20 of a Treasury Security
and the Purchase Contract comprising such Treasury Units may be acquired, and
may be transferred and exchanged, only as a Treasury Unit.

Section 3.15. Transfer of Collateral upon Occurrence of Termination Event.

          Upon the occurrence of a Termination Event and the transfer to the
Purchase Contract Agent of the Senior Notes, Treasury Portfolio Interests or the
Treasury Securities, as the case may be, underlying the Corporate Units and the
Treasury Units, as the case may be, under the terms of the Pledge Agreement, the
Purchase Contract Agent shall request transfer instructions with respect to such
Senior Notes, Treasury Portfolio Interests or Treasury Securities, as the case
may be, from each Holder by written request, substantially in the form of
Exhibit E hereto, mailed to such Holder at its address as it appears in the
Corporate Unit Register or the Treasury Unit Register, as the case may be.

          Upon book-entry transfer of the Corporate Units or Treasury Units or
delivery of a Corporate Unit Certificate or Treasury Unit Certificate to the
Purchase Contract Agent with such transfer instructions, the Purchase Contract
Agent shall transfer the Senior Notes, Treasury Portfolio Interests or Treasury
Securities, as the case may be, underlying such Corporate Units or Treasury
Units, as the case may be, to such Holder by book-entry transfer, or other
appropriate procedures, in accordance with such instructions. In the event a
Holder of Corporate Units or Treasury Units fails to effect such transfer or
delivery, the Senior Notes, Treasury Portfolio Interests or Treasury Securities,
as the case may be, underlying such Corporate Units or Treasury Units, as the
case may be, and any interest thereon, shall be held in the name of the Purchase
Contract Agent or its nominee in trust for the benefit of such Holder, until the
earlier of:

          (1) such Corporate Units or Treasury Units are transferred or the
     Corporate Unit Certificate or Treasury Unit Certificate is surrendered or
     such Holder provides satisfactory evidence that such Corporate Unit
     Certificate or Treasury Unit Certificate has been destroyed, lost or
     stolen, together with any indemnity that may be required by the Purchase
     Contract Agent and the Company; and

          (2) the expiration of the time period specified in the abandoned
     property laws of the relevant state.

Section 3.16. No Consent to Assumption.

          Each Holder of a Security, by acceptance thereof, shall be deemed
expressly to have withheld any consent to the assumption under Section 365 of
the Bankruptcy Code or otherwise, of

                                       30



                                                                              31

the Purchase Contract by the Company or its trustee, receiver, liquidator or a
person or entity performing similar functions in the event that the Company
becomes the debtor under the Bankruptcy Code or subject to other similar state
or federal law providing for reorganization or liquidation.

                                   ARTICLE IV

                                The Senior Notes

Section 4.1. Interest Payments; Rights to Interest Preserved.

          Each Corporate Unit issued hereunder shall consist of the beneficial
ownership by the Holder of one Senior Note issued under the Indenture or, if the
Remarketing Senior Notes shall have been remarketed by the Remarketing Agent
under the Remarketing Agreement or if a Tax Event Redemption has occurred before
the Purchase Contract Settlement Date, the Treasury Portfolio Interest, in each
case, subject to the Pledge thereof by such Holder under the Pledge Agreement.

          An interest payment on any Senior Note which is paid on any Payment
Date or the portion of the proceeds of a Treasury Portfolio Interest equal to
the interest payable on a Senior Note on the Purchase Contract Settlement Date
(such portion the "Treasury Portfolio Return"), as the case may be, subject to
receipt thereof by the Purchase Contract Agent from the Collateral Agent as
provided by the terms of the Pledge Agreement, shall promptly be paid to the
Person in whose name the Corporate Unit Certificate (or one or more Predecessor
Corporate Unit Certificates) of which such Senior Note or the Treasury Portfolio
Interest, as the case may be, is a part is registered at the close of business
on the Record Date for such Payment Date or Purchase Contract Settlement Date,
as applicable.

          Each Corporate Unit Certificate evidencing, in part, the Senior Note
or the Treasury Portfolio Interest delivered under this Agreement upon
registration of transfer of or in exchange for or in lieu of any other Corporate
Unit Certificate shall carry the right to accrued and unpaid interest, and the
right to accrue interest (and accreted and accreting principal in the case of
non-interest bearing components of the Treasury Portfolio Interest), which
rights were carried by the Senior Note or the Treasury Portfolio Interest, as
the case may be, relating to such other Corporate Unit Certificate.

          In the case of any Corporate Unit with respect to which (1) Cash
Settlement of the related Purchase Contract is effected on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date, (2) Early
Settlement of the related Purchase Contract is effected on an Early Settlement
Date or (3) a Collateral Substitution is effected, in each case, on a date that
is after any Record Date and on or before the next succeeding Payment Date, the
interest payment on the Senior Note or the Treasury Portfolio Return, as the
case may be, relating to such Corporate Unit otherwise payable on such Payment
Date shall be payable on such Payment Date notwithstanding such Cash Settlement,
Early Settlement or Collateral Substitution, as the case may be, and such
payment shall, subject to receipt thereof by the Purchase Contract Agent, be
payable to the Person in whose name the Corporate Unit Certificate (or one or
more Predecessor Corporate Unit Certificates) was registered at the close of
business on the corresponding Record Date. Except as otherwise expressly
provided in the immediately preceding sentence, in the case of any Corporate
Unit with respect to which Cash Settlement or Early Settlement of the related
Purchase Contract is effected on the fifth Business Day immediately preceding
the Purchase Contract Settlement Date, or on an Early

                                       31



                                                                              32

Settlement Date, respectively, or with respect to which a Collateral
Substitution has been effected, interest payments on the related Senior Notes or
the Treasury Portfolio Return, as the case may be, that would otherwise be
payable after the fifth Business Day preceding the Purchase Contract Settlement
Date, after the Early Settlement Date, or after the Collateral Substitution,
respectively, shall not be payable hereunder to the Holder of such Corporate
Unit; provided, however, that to the extent that such Holder continues to hold
the Separated Senior Note that formerly comprised a part of such Holder's
Corporate Unit, such Holder shall be entitled to receive the interest payments
on such Separated Senior Note, as provided in the Indenture.

Section 4.2. Interest Rate Reset.

          Unless a Tax Event Redemption has occurred, the applicable interest
rate borne by the Senior Notes, whether or not part of Corporate Units, shall be
reset to the Reset Rate, under the Supplemental Indenture, and will be effective
with respect to all Senior Notes, whether or not then constituting a component
of Corporate Units, as of the Remarketing Settlement Date, in the case of a
Successful Remarketing, or, as of the Purchase Contract Settlement Date, in the
event of a Failed Remarketing or in the event there is no Remarketing under
clause (iii) of the definition of Reset Rate in the Supplemental Indenture.

Section 4.3. Notice and Voting.

          Under the terms of the Pledge Agreement, the Purchase Contract Agent
will be entitled to exercise the voting and any other consensual rights
pertaining to the Pledged Senior Notes, but it will do so only to the extent
instructed in writing by the Holders as described below. Upon receipt of notice
of any meeting at which holders of Senior Notes are entitled to vote or upon any
solicitation of consents, waivers or proxies of holders of Senior Notes, the
Purchase Contract Agent shall, as soon as practicable thereafter, mail to the
Holders of Corporate Units a notice:

          (1) containing such information as is contained in the notice or
     solicitation;

          (2) stating that each Holder on the record date set by the Purchase
     Contract Agent therefor (which, to the extent possible, shall be the same
     date as the record date for determining the holders of Senior Notes
     entitled to vote) shall be entitled to instruct the Purchase Contract Agent
     as to the exercise of the voting rights pertaining to such Senior Notes
     underlying their Corporate Units; and

          (3) stating the manner in which such instructions may be given.

Upon the written request of the Holders of Corporate Units on such record date
received by the Purchase Contract Agent at least six days before such meeting or
the expiration date of any such solicitation, the Purchase Contract Agent shall
endeavor insofar as practicable to vote or cause to be voted, in accordance with
the instructions set forth in such requests, the maximum principal amount of
Senior Notes as to which any particular voting instructions are received. In the
absence of specific instructions from the Holder of Corporate Units, the
Purchase Contract Agent shall abstain from voting the Senior Notes underlying
such Corporate Units. The Company hereby agrees, if applicable, to solicit
Holders of Corporate Units to timely instruct the Purchase Contract Agent in
order to enable the Purchase Contract Agent to vote such Senior Notes.

                                       32



                                                                              33

Section 4.4. Tax Event Redemption.

          Upon the occurrence of a Tax Event Redemption before the Initial
Remarketing Date, or in the event that there has not been a Successful Initial
Remarketing or a Successful Subsequent Remarketing, before the Purchase Contract
Settlement Date, under the terms of the Pledge Agreement, the Collateral Agent
will apply, out of the aggregate Redemption Price for the Senior Notes that are
part of Corporate Units, an amount equal to the aggregate Redemption Amount for
the Senior Notes that are part of Corporate Units to purchase on behalf of the
Holders of Corporate Units the Redemption Treasury Portfolio and promptly remit
the remaining portion, if any, of such Redemption Price to the Purchase Contract
Agent for payment to the Holders of such Corporate Units. The Redemption
Treasury Portfolio will be substituted for the Pledged Senior Notes, and will be
held by the Collateral Agent in accordance with the terms of the Pledge
Agreement to secure the obligation of each Holder of a Corporate Unit to
purchase Common Stock of the Company under the Purchase Contract constituting a
part of such Corporate Unit. Following the occurrence of a Tax Event Redemption
before the Initial Remarketing Date, or in the event that there has not been a
Successful Initial Remarketing or a Successful Subsequent Remarketing, before
the Purchase Contract Settlement Date, the Holders of the Corporate Units and
the Collateral Agent shall have such security interests, rights and obligations
with respect to the Redemption Treasury Portfolio as the Holders and the
Collateral Agent, respectively, had with respect to the Senior Notes, subject to
the Pledge thereof as provided in the Pledge Agreement, and any reference herein
or in the Certificates to the Senior Note shall be deemed to be a reference to
such Redemption Treasury Portfolio and any reference herein or in the
Certificates to interest on the Senior Notes shall be deemed to be a reference
to corresponding distributions on the Redemption Treasury Portfolio. The Company
may cause to be made in any Corporate Units Certificate thereafter to be issued
such change in phraseology and form (but not in substance) as may be appropriate
to reflect the substitution of the Redemption Treasury Portfolio for Senior
Notes as collateral.

          Upon the occurrence of a Tax Event Redemption after the Purchase
Contract Settlement Date, the Redemption Price will be payable in cash to the
holders of the Senior Notes.

                                   ARTICLE V

                             The Purchase Contracts

Section 5.1. Purchase of Shares of Common Stock.

          Each Purchase Contract shall, unless an Early Settlement has occurred
in accordance with Section 5.9 hereof, obligate the Holder of the related
Security to purchase, and the Company to sell, on the Purchase Contract
Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a
number of newly issued shares of Common Stock equal to the Settlement Rate
unless, on or before the Purchase Contract Settlement Date, there shall have
occurred a Termination Event with respect to the Security of which such Purchase
Contract is a part. The "Settlement Rate" is equal to:

          (1) if the Applicable Market Value (as defined below) is equal to or
     greater than $      (the "Threshold Appreciation Price"), 0.      shares of
                   -----                                         -----
     Common Stock per Purchase Contract;

                                       33



                                                                              34

          (2) if the Applicable Market Value is less than the Threshold
     Appreciation Price, but greater than $      (the "Reference Price"), the
                                           -----
     number of shares of Common Stock having a value, based on the Applicable
     Market Value, equal to the Stated Amount; and

          (3) if the Applicable Market Value is less than or equal to the
     Reference Price, 0.      shares of Common Stock per Purchase Contract,
                        -----

in each case subject to adjustment as provided in Section 5.6 (and in each case
rounded upward or downward to the nearest 1/10,000th of a share).

          Promptly after the calculation of the Settlement Rate and the
Applicable Market Value, the Company shall give the Purchase Contract Agent
notice thereof. All calculations and determinations of the Settlement Rate and
the Applicable Market Value shall be made by the Company or its agent and the
Purchase Contract Agent shall have no responsibility with respect thereto.

          As provided in Section 5.10, no fractional shares of Common Stock will
be issued upon settlement of Purchase Contracts.

          The "Applicable Market Value" means the average of the Closing Price
per share of Common Stock on each of the 20 Trading Days ending on the third
Trading Day immediately preceding the Purchase Contract Settlement Date.

          The "Closing Price" per share of the Common Stock on any date of
determination means:

          (1) the closing sale price (or, if no closing price is reported, the
     last reported sale price) per share of the Common Stock on the New York
     Stock Exchange (the "NYSE") on such date;

          (2) if the Common Stock is not listed for trading on the NYSE on any
     such date, the closing sale price per share as reported in the composite
     transactions for the principal United States securities exchange on which
     the Common Stock is so listed;

          (3) if the Common Stock is not so listed on a United States national
     or regional securities exchange, the closing sale price per share as
     reported by The Nasdaq Stock Market;

          (4) if the Common Stock is not so reported, the last quoted bid price
     per share for the Common Stock in the over-the-counter market as reported
     by the National Quotation Bureau or similar organization; or

          (5) if such bid price is not available, the average of the mid-point
     of the last bid and ask prices per share of the Common Stock on such date
     from at least three nationally recognized independent investment banking
     firms retained for this purpose by the Company.

          A "Trading Day" means a day on which the Common Stock (1) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (2) has
traded at least once on the national or regional securities exchange or

                                       34



                                                                              35

association or over-the-counter market that is the primary market for the
trading of the Common Stock.

          Each Holder of a Corporate Unit or a Treasury Unit, by its acceptance
thereof:

          (1) irrevocably authorizes the Purchase Contract Agent to enter into
     and perform the related Purchase Contract on its behalf as its
     attorney-in-fact (including the execution of Certificates on behalf of such
     Holder);

          (2) agrees to be bound by the terms and provisions thereof;

          (3) covenants and agrees to perform its obligations under such
     Purchase Contracts;

          (4) consents to the provisions hereof;

          (5) irrevocably authorizes the Purchase Contract Agent to enter into
     and perform this Agreement and the Pledge Agreement on its behalf as its
     attorney-in-fact;

          (6) consents to and agrees to be bound by the Pledge of the Senior
     Notes or the Treasury Securities under the Pledge Agreement; and

          (7) agrees to treat itself as the owner of the related Senior Notes,
     Treasury Portfolio Interest or Treasury Securities, as the case may be, in
     each case for Federal, state and local income and franchise tax purposes.

provided that upon a Termination Event, the rights of the Holder of such
Security under the Purchase Contract may be enforced without regard to any other
rights or obligations. Each Holder of a Corporate Unit or a Treasury Unit, by
its acceptance thereof, further covenants and agrees, that to the extent and in
the manner provided in Section 5.4 and the Pledge Agreement, but subject to the
terms thereof, Proceeds from the Remarketing of the Senior Notes or the Proceeds
from the Treasury Securities at maturity on the Purchase Contract Settlement
Date, as the case may be, shall be paid by the Collateral Agent to the Company
in satisfaction of such Holder's obligations under such Purchase Contract and
such Holder shall acquire no right, title or interest in such payments.

          Upon registration of transfer of a Certificate, the transferee shall
be bound (without the necessity of any other action on the part of such
transferee) by the terms of this Agreement, the Purchase Contracts underlying
such Certificate and the Pledge Agreement and the transferor shall be released
from the obligations under this Agreement, the Purchase Contracts underlying the
Certificates so transferred and the Pledge Agreement. The Company covenants and
agrees, and each Holder of a Certificate, by its acceptance thereof, likewise
covenants and agrees, to be bound by the provisions of this paragraph.

Section 5.2. Contract Adjustment Payments.

          The Company shall pay, on each Payment Date, the Contract Adjustment
Payments payable in respect of each Purchase Contract to the Person in whose
name a Certificate (or one or more Predecessor Certificates) is registered at
the close of business on the Record Date next

                                       35



                                                                              36

preceding such Payment Date in such coin or currency of the United States as at
the time of payment shall be legal tender for the payment of public and private
debts. The Contract Adjustment Payments will be payable at the office of the
Purchase Contract Agent in The City of New York maintained for that purpose or,
at the option of the Company, by check mailed to the address of the Person
entitled thereto at such Person's address as it appears on the Corporate Unit
Register or Treasury Unit Register. If any date on which Contract Adjustment
Payments are to be made is not a Business Day, then payment of the Contract
Adjustment Payments payable on such date will be made on the next day that is a
Business Day (and without any interest in respect of any such delay), except
that, if such Business Day is in the next calendar year, such payment will be
made on the preceding Business Day.

          Upon the occurrence of a Termination Event, the Company's obligation
to pay Contract Adjustment Payments (including any accrued Contract Adjustment
Payments) shall cease.

          Each Certificate delivered under this Agreement upon registration of
transfer of or in exchange for or in lieu of (including as a result of a
Collateral Substitution or the reestablishment of Corporate Units) any other
Certificate shall carry the right to accrued and unpaid Contract Adjustment
Payments, and the right to accrue Contract Adjustment Payments, which rights
were carried by the Purchase Contracts underlying such other Certificates.

          Subject to Section 5.9, in the case of any Security with respect to
which (1) Cash Settlement of the underlying Purchase Contract is effected on the
fifth Business Day immediately preceding the Purchase Contract Settlement Date
or (2) Early Settlement of the underlying Purchase Contract is effected on an
Early Settlement Date, in each case, on a date that is after any Record Date and
on or before the next succeeding Payment Date, Contract Adjustment Payments
otherwise payable on such Payment Date shall be payable on such Payment Date
notwithstanding such Cash Settlement or Early Settlement, as the case may be,
and such Contract Adjustment Payments shall be paid to the Person in whose name
the Certificate evidencing such Security (or one or more Predecessor
Certificates) is registered at the close of business on such Record Date. Except
as otherwise expressly provided in the immediately preceding sentence, in the
case of any Security with respect to which Cash Settlement or Early Settlement
of the underlying Purchase Contract is effected on the fifth Business Day
immediately preceding the Purchase Contract Settlement Date or on an Early
Settlement Date, respectively, Contract Adjustment Payments that would otherwise
be payable after the fifth Business Day immediately preceding the Purchase
Contract Settlement Date or after the Early Settlement Date with respect to such
Purchase Contract shall not be payable.

          Promptly after the calculation of any adjustment to the Contract
Adjustment Payments arising from a Reset Transaction, the Company shall give the
Purchase Contract Agent notice thereof. All calculations and determinations of
the Adjusted Contract Adjustment Payment Rate shall be made by the Company or
its agent and the Purchase Contract Agent shall have no responsibility with
respect thereto. The Purchase Contract Agent shall not at any time be under any
duty or responsibility to any Holder of Securities to determine whether any
facts exist which may require any adjustment to the Contract Adjustment
Payments, or with respect to the nature or extent or calculation of any such
adjustment when made, or with respect to the method employed in making the same.

Section 5.3. [Intentionally omitted.]

Section 5.4. Payment of Purchase Price; Remarketing.

                                       36



                                                                              37

          (a) Unless a Termination Event or a Tax Event Redemption has occurred
or a Holder has settled the related Purchase Contract through a Cash Settlement
under Section 5.9 or an Early Settlement under Section 5.9, the settlement of
the Purchase Contract relating to a Security will be made by Remarketing in
accordance with this Section 5.4.

          (b) The Company shall engage                          , or another
                                       -------------------------
nationally recognized investment bank, to act as Remarketing Agent (the
"Remarketing Agent") under the Remarketing Agreement to remarket (1) the Pledged
Senior Notes comprising part of Corporate Units, other than those Pledged Senior
Notes of Holders that have elected not to participate in the Remarketing by
creating Treasury Units under Section 5.4(f) below, and (2) the Separated Senior
Notes of holders of Separated Senior Notes that have elected to participate in
the Remarketing under paragraph 106 of the Supplemental Indenture and Section
5.7 of the Pledge Agreement (the Senior Notes described in clauses (1) and (2)
collectively being referred to as the "Remarketing Senior Notes") under the
Remarketing Procedures.

          On the seventh Business Day before the Initial Remarketing Date, the
Company shall give notice of Remarketing in an Authorized Newspaper, including
the specific U.S. Treasury security or securities (including the CUSIP number
and/or the principal terms of such Treasury security or securities) that must be
delivered by Holders of Corporate Units that elect not to participate in the
Remarketing under Section 5.4(f) below, no later than 5:00 p.m. (New York City
time) on the Election Date. Not later than 15 calendar days nor more than 30
calendar days before the Initial Remarketing Date, the Company shall request DTC
(or any successor Clearing Agency), to notify its Beneficial Owners or Clearing
Agency Participants holding Corporate Units or Separate Senior Notes of the
impending Remarketing.

          The Purchase Contract Agent shall notify, by 11:00 a.m. (New York City
time), on the Business Day immediately preceding the Initial Remarketing Date,
the Remarketing Agent, the Collateral Agent, the Trustee and the Company, by use
of a notice substantially in the form of Exhibit G hereto, of the aggregate
principal amount of Pledged Senior Notes of Corporate Units Holders to be
remarketed on the Initial Remarketing Date or Subsequent Remarketing Date, as
applicable, and the Collateral Agent, under the Pledge Agreement, having
separately notified the Remarketing Agent, the Trustee and the Company of the
aggregate principal amount of Separated Senior Notes to be included on the
Initial Remarketing Date or Subsequent Remarketing Date, as applicable, by 11:00
a.m. (New York City time), on the Business Day immediately preceding the Initial
Remarketing Date, shall concurrently therewith, under the Pledge Agreement,
deliver for Remarketing to the Remarketing Agent all Remarketing Senior Notes.
Upon receipt of such notice from the Purchase Contract Agent and the Collateral
Agent and such Remarketing Senior Notes from the Collateral Agent, the
Remarketing Agent, under the Remarketing Agreement, will, use its commercially
reasonable efforts to remarket such Remarketing Senior Notes on such date under
the Remarketing Procedures and the Remarketing Agreement.

          If there has been a Successful Initial Remarketing or a Successful
Subsequent Remarketing, the Remarketing Agent will on the Remarketing Settlement
Date (i) deduct and retain for itself as the remarketing fee for itself an
amount not exceeding    basis points (0.  %) of the principal amount of each
                     --                 --
remarketed Remarketing Senior Note (the "Remarketing Fee"), (ii) use the
remaining proceeds attributable to the Pledged Senior Notes from such Successful
Remarketing to

                                       37



                                                                              38

purchase the appropriate U.S. Treasury securities (the "Treasury Portfolio" and
the related interest in the Treasury Portfolio applicable to a Corporate Unit,
the "Treasury Portfolio Interest") with the CUSIP numbers, if any, selected by
Remarketing Agent, described in clauses (1)(i) and (2)(i) of the definition of
Remarketing Value related to the Senior Notes of Holders of Corporate Units that
were remarketed, (iii) if any Separated Senior Notes were remarketed, remit to
the Collateral Agent for payment to the holders of such Separated Senior Notes
the amounts specified in clauses 1(ii) and 2(ii) of the definition of
Remarketing Value and (iv) if there then remain any proceeds from such
Successful Remarketing, after the application of such proceeds as set forth in
clauses (i) through (iii) above of this sentence, then remit any such remaining
proceeds to the Purchase Contract Agent for the benefit of holders of the
remarketed Senior Notes and to the Collateral Agent for the benefit of the
holders of such Separated Senior Notes, on a pro rata basis, provided, however,
that if such Successful Remarketing is consummated after 4:30 p.m. (New York
City time) on the Remarketing Date and, despite using its commercially
reasonable efforts, the Remarketing Agent cannot cause the applications of the
proceeds specified above to occur on the Remarketing Settlement Date, then the
Remarketing Agent may make such applications and remittances on the next
succeeding Business Day. Holders of Remarketing Senior Notes that are so
remarketed will not otherwise be responsible for the payment of any remarketing
fee or expenses in connection with the Remarketing. On the Remarketing
Settlement Date or the next succeeding Business Day, as applicable, the
Remarketing Agent shall deliver the Treasury Portfolio to the Collateral Agent.
The Collateral Agent, for the benefit of the Company, will thereupon apply such
Treasury Portfolio, in accordance with the Pledge Agreement, to secure such
Holders' obligations under the Purchase Contracts.

          In the event that all or any portion of the Pledged Treasury Portfolio
Interest matures before the Purchase Contract Settlement Date, the Collateral
Agent shall invest the proceeds therefrom in Permitted Investments in accordance
with the Pledge Agreement. The Collateral Agent shall cause the Securities
Intermediary to remit, on the Purchase Contract Settlement Date, a portion of
the proceeds of the maturing Pledged Treasury Portfolio Interest and of the
investment earnings from the related investment in Permitted Investments, in
each case, in an amount equal to the Treasury Portfolio Return to the Purchase
Contract Agent for the benefit of the Holders of the related Corporate Units
when received. Without receiving any instruction from any such Holder of
Corporate Units, the Collateral Agent shall apply, on the Purchase Contract
Settlement Date, the proceeds of the maturing Pledged Treasury Portfolio
Interest and of the investment earnings from the related investment in Permitted
Investments in an aggregate amount equal to the aggregate Purchase Price
applicable to such Corporate Units to satisfy in full such Holder's obligations
to pay the Purchase Price to purchase the shares of Common Stock under the
related Purchase Contracts on the Purchase Contract Settlement Date. In the
event the sum of the proceeds from the related Pledged Treasury Portfolio
Interest and the investment earnings from the related investment in Permitted
Investments exceeds the sum of the related Treasury Portfolio Return and the
aggregate Purchase Price of the Purchase Contracts being settled thereby, the
Collateral Agent shall instruct the Securities Intermediary to distribute such
excess, when received, to the Purchase Contract Agent for distribution to the
Holders whose Purchase Contracts were settled with such proceeds, on a pro rata
basis.

          If, by 4:00 p.m. (New York City time), on the ninth Business Day
preceding the Purchase Contract Settlement Date, the Remarketing Agent, despite
using its commercially reasonable efforts, has been and is unable to remarket
all of the Remarketing Senior Notes tendered for purchase at a price equal to at
least the Remarketing Value, the Remarketing Agent shall Transfer to the
Collateral

                                       38



                                                                              39

Agent, by the sixth Business Day preceding the Purchase Contract Settlement
Date, the Pledged Senior Notes that that were to be remarketed in the Initial or
Subsequent Remarketing, whereupon the Collateral Agent shall, for the benefit of
the Company, hold such Pledged Senior Notes, to secure the obligation of the
related Holders of Corporate Units to purchase Common Stock under the related
Purchase Contracts.

          (c) Under the Supplemental Indenture and the Remarketing Agreement,
holders of Separated Senior Notes may elect to have such Separated Senior Note
remarketed if such holder, on or before 5:00 p.m. (New York City time) on the
Election Date, delivers (i) to the Trustee and the Collateral Agent a notice of
that election, substantially in the form of Exhibit H specifying the aggregate
principal amount of Senior Notes to be remarketed, and (ii) such Separated
Senior Notes, by book-entry transfer or other appropriate procedures, to the
Collateral Agent for Remarketing, in each case, under the Indenture. Once the
holder of such Separated Senior Notes delivers such notice and Separated Senior
Notes as specified in the preceding sentence, such election may not be withdrawn
and may not be conditioned upon the level at which the Reset Rate is established
in the Remarketing; provided, however, that if such a holder delivers only such
a notice but not the Separated Senior Notes subject to the notice, then none of
such holder's Separated Senior Notes shall be included in the Remarketing.

          (d) Unless a Termination Event has occurred or a Holder has settled
the related Purchase Contract through a Cash Settlement or an Early Settlement
or a Successful Initial Remarketing, or a Successful Subsequent Remarketing or a
Tax Event Redemption has occurred, each Holder shall be deemed to have consented
to the Remarketing of such Holder's Pledged Senior Notes in the Final
Remarketing on the Final Remarketing Date. The Purchase Contract Agent, shall by
11:00 a.m. (New York City time), on the Business Day immediately preceding the
Final Remarketing Date, notify the Remarketing Agent, the Collateral Agent, the
Trustee and the Company, by use of a notice substantially in the form of Exhibit
G hereto, of such event and of the aggregate principal amount of Pledged Senior
Notes of Corporate Units Holders to be remarketed on the Final Remarketing Date,
whereupon the Collateral Agent, shall concurrently therewith, without any
instruction from such Holder of Corporate Units with respect to their Pledged
Senior Notes, transfer the Remarketing Senior Notes to the Remarketing Agent for
Remarketing. Upon receiving such Remarketing Senior Notes, the Remarketing
Agent, under the terms of the Remarketing Agreement, will use its commercially
reasonable efforts to remarket such Remarketing Senior Notes on the Final
Remarketing Date.

          If a Successful Final Remarketing shall have occurred, the Remarketing
Agent will on the Remarketing Settlement Date or Purchase Contract Settlement
Date, as applicable, (i) deduct and retain for itself the Remarketing Fee, under
the Remarketing Agreement, (ii) cause the remaining proceeds of the Remarketing
with respect to the Pledged Senior Notes in an amount equal to the aggregate
principal amount of such Senior Notes to be delivered to the Collateral Agent,
on the Remarketing Settlement Date, (iii) if any Separated Senior Notes were
remarketed, remit to the Collateral Agent for payment to the holders of such
Separated Senior Notes sold in the Remarketing the remaining proceeds from such
Successful Remarketing attributable to the Separated Senior Notes in an amount
equal to the principal amount of such Senior Notes and (iv) if there remain any
proceeds from such Successful Remarketing, after the application of such
proceeds as set forth in clauses (i) through (iii) of this sentence, then remit
such remaining proceeds to the Purchase Contract Agent for

                                       39



                                                                              40

the benefit of the holders of the Pledged Senior Notes and to the Collateral
Agent for the benefit of holders of Separated Senior Notes, on a pro rata basis,
provided, however, that if such Successful Final Remarketing is consummated
after 4:30 p.m. (New York City time) on the Remarketing Date and, despite using
its commercially reasonable efforts, the Remarketing Agent cannot cause the
application of the proceeds specified above to occur on the Remarketing
Settlement Date, then the Remarketing Agent may make such applications and
remittances on the next succeeding Business Day. Holders of the Remarketing
Senior Notes that are so remarketed will not otherwise be responsible for the
payment of any remarketing fee or expenses in connection with the Remarketing.
The Purchase Contract Agent shall give written directions to the Collateral
Agent, and the Collateral Agent shall instruct the Securities Intermediary, to
apply a portion of the Proceeds with respect to the Pledged Senior Notes from
such Remarketing, on the Purchase Contract Settlement Date, equal to the
aggregate principal amount of such Pledged Senior Notes to satisfy in full the
obligations of such Holders of Corporate Units to pay the Purchase Price to
purchase the shares of Common Stock under the related Purchase Contracts.

          If, (1) by 4:00 p.m. (New York City time), on the Final Remarketing
Date, despite using its commercially reasonable efforts, the Remarketing Agent
cannot remarket the Senior Notes included in the Remarketing at a price equal to
at least the Remarketing Value, or (2) the Remarketing Agent has determined that
the Remarketing may not be consummated as contemplated herein and by the
Remarketing Procedures under applicable law, the Remarketing will be deemed to
have failed (a "Failed Remarketing"). If a Failed Remarketing occurs, the
Remarketing Agent will, under the Remarketing Agreement, promptly advise the
Trustee, the Purchase Contract Agent, the Collateral Agent and the Company that
a Failed Remarketing has occurred, whereupon the Company shall notify the
Clearing Agency that a Failed Remarketing has occurred. The Collateral Agent,
under the Pledge Agreement and for the benefit, and on behalf, of the Company,
may exercise its rights as a secured party with respect to such Pledged Senior
Notes, including those actions specified in paragraph (e) below; provided that,
if upon a Failed Remarketing, the Collateral Agent exercises such rights for the
benefit of the Company with respect to such Pledged Senior Notes, any
accumulated and unpaid interest on such Senior Notes will become payable by the
Company to the Purchase Contract Agent for payment to the Holders of the
Corporate Units to which such Pledged Senior Notes relate. Such payment will be
made by the Company on or before 11:00 a.m. (New York City time), on the
Purchase Contract Settlement Date in lawful money of the United States by
certified or cashiers' check or wire transfer in immediately available funds
payable to or upon the order of the Purchase Contract Agent. The Company will
cause a notice of any Failed Remarketing to be sent to the holders of all Senior
Notes and to be published in an Authorized Newspaper, in each case, no later
than on the Business Day immediately preceding the Purchase Contract Settlement
Date.

          (e) With respect to any Pledged Senior Notes which are the subject of
a Failed Remarketing, the Collateral Agent, for the benefit of the Company, and
upon written direction of the Company as provided in the Pledge Agreement,
reserves all of its rights as a secured party with respect thereto and, subject
to applicable law and paragraph (f) below, may (i) retain such Senior Notes in
full satisfaction of the Holders' obligations under the related Purchase
Contracts or (ii) sell such Senior Notes in one or more public or private sales.

          (f) A Holder of Corporate Units may elect not to participate in the
Remarketing by creating Treasury Units by notifying the Purchase Contract Agent
of such election and complying

                                       40



                                                                              41

with the procedures for creating Treasury Units set forth in Section 3.13 until
5:00 p.m. (New York City time) on the Election Date. A Holder that does not so
create Treasury Units by delivering the Treasury Security or Treasury Securities
under this paragraph and Section 3.13 shall be deemed to have elected to
participate in any Remarketing.

          (g) In the event that all or any portion of the Pledged Treasury
Securities of Treasury Units matures before the Purchase Contract Settlement
Date, the Collateral Agent shall invest the proceeds therefrom in Permitted
Investments in accordance with the Pledge Agreement. Without receiving any
instruction from any such Holder of Treasury Units, the Collateral Agent shall
apply, on the Purchase Contract Settlement Date, the proceeds of the maturing
Pledged Treasury Securities and of the investment earnings from the related
investment in Permitted Investments, in each case, in an amount equal to the
aggregate Purchase Price applicable to such Treasury Units to satisfy in full
such Holder's obligations to pay the Purchase Price to purchase the shares of
Common Stock under the related Purchase Contracts on the Purchase Contract
Settlement Date.

          In the event the sum of the proceeds from the related Pledged Treasury
Securities and the investment earnings from the related investment in Permitted
Investments exceeds the aggregate Purchase Price of the Purchase Contracts being
settled thereby, the Collateral Agent shall instruct the Securities Intermediary
to distribute such excess, when received, to the Purchase Contract Agent for
distribution to the Holders whose Purchase Contracts were settled with such
proceeds, on a pro rata basis.

          (h) In the event that following a Tax Event Redemption, all or any
portion of the Pledged Treasury Portfolio Interest matures before the Purchase
Contract Settlement Date, the Collateral Agent shall invest the proceeds
therefrom in Permitted Investments in accordance with the Pledge Agreement. The
Collateral Agent shall cause the Securities Intermediary to remit, on the
Purchase Contract Settlement Date, a portion of the proceeds of the maturing
Pledged Treasury Portfolio Interest and of the investment earnings from the
related investment in Permitted Investments, in each case, in an amount equal to
the Treasury Portfolio Return to the Purchase Contract Agent for the benefit of
the Holders of the related Corporate Units when received. Without receiving any
instruction from any such Holder of Corporate Units, the Collateral Agent shall
apply, on the Purchase Contract Settlement Date, the proceeds of the maturing
Pledged Treasury Portfolio Interest and of the investment earnings from the
related investment in Permitted Investments in an aggregate amount equal to the
aggregate Purchase Price applicable to such Corporate Units to satisfy in full
such Holder's obligations to pay the Purchase Price to purchase the shares of
Common Stock under the related Purchase Contracts on the Purchase Contract
Settlement Date. In the event the sum of the proceeds from the related Pledged
Treasury Portfolio Interest and the investment earnings from the related
investment in Permitted Investments exceeds the sum of the related Treasury
Portfolio Return and the aggregate Purchase Price of the Purchase Contracts
being settled thereby, the Collateral Agent shall instruct the Securities
Intermediary to distribute such excess, when received, to the Purchase Contract
Agent for distribution to the Holders whose Purchase Contracts were settled with
such proceeds, on a pro rata basis.

          (i) Any distributions to Holders of excess funds and interest
described in paragraphs (b), (d), (g) and (h) above shall be payable at the
office of the Purchase Contract Agent in The City of New York maintained for
that purpose or, at the option of the Holder, or the holder of Separated

                                       41



                                                                              42

Senior Notes, as applicable, by check mailed to the address of the Person
entitled thereto at such address as it appears on the Register or by wire
transfer to an account specified to the Purchase Contract Agent by the Holder,
or the holder of Separated Senior Notes, as applicable at least five Business
Days before such payment.

          (j) The obligations of each Holder to pay the Purchase Price are
non-recourse obligations and except to the extent paid by Cash Settlement or
Early Settlement, are payable solely out of the proceeds of any Collateral
pledged to secure the obligations of the Holders, and in no event shall Holders
be liable for any deficiency between such payments and the Purchase Price.

          (k) Notwithstanding anything to the contrary herein, the Company shall
not be obligated to issue any Common Stock in respect of a Purchase Contract or
deliver any certificates therefor to the Holder of the related Units unless the
Company shall have received payment in full of the aggregate Purchase Price for
the shares of Common Stock to be purchased thereunder by such Holder in the
manner herein set forth, which payment, in the case of Corporate Units upon the
occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior
Notes or foreclosure on and retention of such Pledged Senior Notes.

Section 5.5. Issuance of Shares of Common Stock.

          Unless a Termination Event or an Early Settlement shall have occurred,
subject to Section 5.6(b), the Company shall issue and deposit with the Purchase
Contract Agent, for the benefit of the Holders of the Outstanding Securities,
one or more certificates representing the newly issued shares of Common Stock
registered in the name of the Purchase Contract Agent (or its nominee) as
custodian for the Holders (such certificates for shares of Common Stock,
together with any dividends or distributions for which a record date and payment
date for such dividend or distribution has occurred after the Purchase Contract
Settlement Date, being hereinafter referred to as the "Purchase Contract
Settlement Fund") to which the Holders are entitled hereunder.

          Subject to the foregoing, upon surrender of a Certificate to the
Purchase Contract Agent on or after the Purchase Contract Settlement Date,
together with settlement instructions thereon duly completed and executed, the
Holder of such Certificate shall be entitled to receive in exchange therefor a
certificate representing that number of whole shares of Common Stock which such
Holder is entitled to receive under the provisions of this Article Five (after
taking into account all Securities then held by such Holder), together with cash
in lieu of fractional shares as provided in Section 5.10 and any dividends or
distributions with respect to such shares constituting part of the Purchase
Contract Settlement Fund, but without any interest thereon (or, if such
Certificate is not surrendered to the Purchase Contract Agent or if no such
instructions are given to the Purchase Contract Agent by the Holder, the
Purchase Contract Agent shall hold such Certificate representing shares of
Common Stock, cash in lieu of fractional shares and dividends or distributions,
as applicable, in the name of the Purchase Contract Agent or its nominee in
trust for the benefit of such Holder until the expiration of the time period
specified in the abandoned property laws of the relevant state), and the
Certificate so surrendered shall forthwith be cancelled. Such shares shall be
registered in the name of the Holder or the Holder's designee as specified in
the settlement instructions provided by the Holder to the Purchase Contract
Agent. If any shares of Common Stock issued in respect of a Purchase Contract
are to be registered to a Person other than the Person in whose name the
Certificate

                                       42



                                                                              43

evidencing such Purchase Contract is registered, no such registration shall be
made unless the Person requesting such registration has paid any transfer and
other taxes required by reason of such registration in a name other than that of
the registered Holder of the Certificate evidencing such Purchase Contract or
has established to the satisfaction of the Company that such tax either has been
paid or is not payable.

Section 5.6. Adjustment of Settlement Rate.

          (a) Adjustments for Dividends, Distributions, Stock Splits, Etc.

          (1) In case the Company shall pay or make a dividend or other
     distribution on the Common Stock in Common Stock, the Settlement Rate in
     effect at the opening of business on the day following the date fixed for
     the determination of shareholders entitled to receive such dividend or
     other distribution shall be increased by dividing such Settlement Rate by a
     fraction of which:

               (i) the numerator shall be the number of shares of Common Stock
          outstanding at the close of business on the date fixed for such
          determination; and

               (ii) and the denominator shall be the sum of such number of
          shares and the total number of shares constituting such dividend or
          other distribution,

     such increase to become effective immediately after the opening of business
     on the day following the date fixed for such determination. For the
     purposes of this paragraph (1), the number of shares of Common Stock at any
     time outstanding shall not include shares held in the treasury of the
     Company but shall include any shares issuable in respect of any scrip
     certificates issued in lieu of fractions of shares of Common Stock. The
     Company will not pay any dividend or make any distribution on shares of
     Common Stock held in the treasury of the Company.

          (2) In case the Company shall issue rights, options or warrants to all
     holders of Common Stock (not being available on an equivalent basis to
     Holders of the Securities upon settlement of the Purchase Contracts
     underlying such Securities) entitling them, for a period expiring within 45
     days after the record date for the determination of shareholders entitled
     to receive such rights, options or warrants, to subscribe for or purchase
     shares of Common Stock at a price per share less than the Current Market
     Price per share of Common Stock on the date fixed for the determination of
     shareholders entitled to receive such rights, options or warrants (other
     than under a dividend reinvestment plan), the Settlement Rate in effect at
     the opening of business on the day following the date fixed for such
     determination shall be increased by dividing such Settlement Rate by a
     fraction of which:

               (i) the numerator shall be the number of shares of Common Stock
          outstanding at the close of business on the date fixed for such
          determination plus the number of shares of Common Stock which the
          aggregate of the offering price of the total number of shares of
          Common Stock so offered for subscription or purchase would purchase at
          such Current Market Price; and

                                       43



                                                                              44

               (ii) the denominator shall be the number of shares of Common
          Stock outstanding at the close of business on the date fixed for such
          determination plus the number of shares of Common Stock so offered for
          subscription or purchase,

     such increase to become effective immediately after the opening of business
     on the day following the date fixed for such determination. For the
     purposes of this paragraph (2), the number of shares of Common Stock at any
     time outstanding shall not include shares held in the treasury of the
     Company but shall include any shares issuable in respect of any scrip
     certificates issued in lieu of fractions of shares of Common Stock. The
     Company shall not issue any such rights, options or warrants in respect of
     shares of Common Stock held in the treasury of the Company.

          (3) In case outstanding shares of Common Stock shall be subdivided or
     split into a greater number of shares of Common Stock, the Settlement Rate
     in effect at the opening of business on the day following the day upon
     which such subdivision or split becomes effective shall be proportionately
     increased, and, conversely, in case outstanding shares of Common Stock
     shall each be combined into a smaller number of shares of Common Stock, the
     Settlement Rate in effect at the opening of business on the day following
     the day upon which such combination becomes effective shall be
     proportionately reduced, such increase or reduction, as the case may be, to
     become effective immediately after the opening of business on the day
     following the day upon which such subdivision, split or combination becomes
     effective.

          (4) In case the Company shall, by dividend or otherwise, distribute to
     all holders of Common Stock evidences of its indebtedness or assets
     (including securities, but excluding any rights, options or warrants
     referred to in paragraph (2) of this Section 5.6(a), any dividend or
     distribution paid exclusively in cash and any dividend or distribution
     referred to in paragraph (1) of this Section 5.6(a)), the Settlement Rate
     shall be adjusted so that the same shall equal the rate determined by
     dividing the Settlement Rate in effect immediately before the close of
     business on the date fixed for the determination of shareholders entitled
     to receive such distribution by a fraction of which:

               (i) the numerator shall be the Current Market Price per share of
          Common Stock on the date fixed for such determination less the then
          fair market value (as determined by the Board of Directors, whose
          determination shall be conclusive and described in a Board Resolution)
          of the portion of the assets or evidences of indebtedness so
          distributed applicable to one share of Common Stock; and

               (ii) the denominator shall be such Current Market Price per share
          of Common Stock,

     such adjustment to become effective immediately before the opening of
     business on the day following the date fixed for the determination of
     shareholders entitled to receive such distribution. In any case in which
     this paragraph (4) is applicable, paragraph (2) of this Section 5.6(a)
     shall not be applicable.

                                       44



                                                                              45

          (5) In case the Company shall, by dividend or otherwise, distribute to
     all holders of Common Stock (I) cash (excluding any cash that is
     distributed in a Reorganization Event to which Section 5.6(b) applies or as
     part of a distribution referred to in paragraph (4) of this Section 5.6(a))
     in an aggregate amount that, combined together with the aggregate amount of
     any other distributions to all holders of Common Stock made exclusively in
     cash (other than in connection with a Reorganization Event) within the 12
     months preceding the date of payment of such distribution and in respect of
     which no adjustment under this paragraph (5) or paragraph (6) of this
     Section 5.6(a) has been made and (II) the aggregate of any cash plus the
     fair market value (as determined by the Board of Directors, whose
     determination shall be conclusive and described in a Board Resolution) of
     consideration payable in respect of any tender or exchange offer by the
     Company or any of its subsidiaries for all or any portion of Common Stock
     concluded within the 12 months preceding the date of payment of the
     distribution described in Clause (I) above and in respect of which no
     adjustment under this paragraph (5) or paragraph (4) or paragraph (6) of
     this Section 5.6(a) has been made, exceeds 15% of the product of the
     Current Market Price per share of Common Stock on the date for the
     determination of holders of shares of Common Stock entitled to receive such
     distribution times the number of shares of Common Stock outstanding on such
     date, then, and in each such case, immediately after the close of business
     on such date for determination, the Settlement Rate shall be increased so
     that the same shall equal the rate determined by dividing the Settlement
     Rate in effect immediately before the close of business on the date fixed
     for determination of the shareholders entitled to receive such distribution
     by a fraction of which:

               (i) the numerator shall be equal to the Current Market Price per
          share of the Common Stock on the date fixed for such determination
          less an amount equal to the quotient of (x) the combined amount
          distributed or payable in the transactions described in clauses (I)
          and (II) above divided by (y) the number of shares of Common Stock
          outstanding on such date for determination; and

               (ii) the denominator shall be equal to the Current Market Price
          per share of Common Stock on such date for determination.

          (6) In case a tender or exchange offer made by the Company or any
     subsidiary of the Company for all or any portion of Common Stock shall
     expire and such tender or exchange offer (as amended upon the expiration
     thereof) shall require the payment to shareholders (based on the acceptance
     (up to any maximum specified in the terms of the tender or exchange offer)
     of Purchased Shares) of (I) an aggregate consideration having a fair market
     value (as determined by the Board of Directors, whose determination shall
     be conclusive and described in a Board Resolution) that combined together
     with the aggregate of the cash plus the fair market value (as determined by
     the Board of Directors, whose determination shall be conclusive and
     described in a Board Resolution), as of the expiration of such tender or
     exchange offer, of consideration payable in respect of any other tender or
     exchange offer, by the Company or any subsidiary of the Company for all or
     any portion of the Common Stock expiring within the 12 months preceding the
     expiration of such tender or exchange offer and in respect of which no
     adjustment under

                                       45



                                                                              46

     paragraph (5) of this Section 5.6(a) or this paragraph (6) has been made,
     and (II) the aggregate amount of any distributions to all holders of Common
     Stock made exclusively in cash within the 12 months preceding the
     expiration of such tender or exchange offer and in respect of which no
     adjustment under paragraph (5) of this Section 5.6(a) or this paragraph (6)
     has been made, exceeds 15% of the product of the Current Market Price per
     share of Common Stock as of the last time (the "Expiration Time") tenders
     could have been made under such tender or exchange offer (as it may be
     amended) times the number of shares of Common Stock outstanding (including
     any tendered shares) on the Expiration Time, then, and in each such case,
     immediately before the opening of business on the day after the date of the
     Expiration Time, the Settlement Rate shall be adjusted so that the same
     shall equal the rate determined by dividing the Settlement Rate immediately
     before the close of business on the date of the Expiration Time by a
     fraction of which:

               (i) the numerator shall be equal to (A) the product of (1) the
          Current Market Price per share of Common Stock on the date of the
          Expiration Time and (2) the number of shares of Common Stock
          outstanding (including any tendered shares) on the Expiration Time
          less (B) the amount of cash plus the fair market value (determined as
          aforesaid) of the aggregate consideration payable to shareholders
          based on the transactions described in clauses (I) and (II) above
          (assuming in the case of clause (I) the acceptance, up to any maximum
          specified in the terms of the tender or exchange offer, of Purchased
          Shares), and

               (ii) the denominator shall be equal to the product of (A) the
          Current Market Price per share of Common Stock as of the Expiration
          Time and (B) the number of shares of Common Stock outstanding
          (including any tendered shares) as of the Expiration Time less the
          number of all shares validly tendered and not withdrawn as of the
          Expiration Time (the shares deemed so accepted, up to any such
          maximum, being referred to as the "Purchased Shares").

          (7) The reclassification of Common Stock into securities including
     securities other than Common Stock (other than any reclassification upon a
     Reorganization Event to which Section 5.6(b) applies) shall be deemed to
     involve:

               (a) a distribution of such securities other than Common Stock to
          all holders of Common Stock (and the effective date of such
          reclassification shall be deemed to be "the date fixed for the
          determination of shareholders entitled to receive such distribution"
          and the "date fixed for such determination" within the meaning of
          paragraph (4) of this Section 5.6(a)); and

               (b) a subdivision, split or combination, as the case may be, of
          the number of shares of Common Stock outstanding immediately before
          such reclassification into the number of shares of Common Stock
          outstanding immediately thereafter (and the effective date of such
          reclassification shall be deemed to be "the day upon which such
          subdivision or split becomes effective" or "the day upon which such
          combination becomes effective", as the case may be, and "the day upon
          which such subdivision, split or combination becomes effective" within
          the meaning of paragraph (3) of this Section 5.6(a)).

          (8) The "Current Market Price" per share of Common Stock on any day
     means the average of the daily Closing Prices for the five consecutive
     Trading Days selected by the

                                       46



                                                                              47

     Company commencing not more than 30 Trading Days before, and ending not
     later than, the earlier of the day in question and the day before the "ex
     date" with respect to the issuance or distribution requiring such
     computation. For purposes of this paragraph, the term "ex date", when used
     with respect to any issuance or distribution, shall mean the first date on
     which the Common Stock trades regular way on such exchange or in such
     market without the right to receive such issuance or distribution.

          (9) All adjustments to the Settlement Rate shall be calculated to the
     nearest 1/10,000th of a share of Common Stock (or if there is not a nearest
     1/10,000th of a share, to the next lower 1/10,000th of a share). No
     adjustment in the Settlement Rate shall be required unless such adjustment
     would require an increase or decrease of at least one percent thereof;
     provided, however, that any adjustments which by reason of this
     subparagraph are not required to be made shall be carried forward and taken
     into account in any subsequent adjustment. If an adjustment is made to the
     Settlement Rate under paragraph (1), (2), (3), (4), (5), (6), (7) or (10)
     of this Section 5.6(a), an adjustment shall also be made to the Applicable
     Market Value solely to determine which of clauses (1), (2) or (3) of the
     definition of Settlement Rate in Section 5.1 will apply on the Purchase
     Contract Settlement Date. Such adjustment shall be made by multiplying the
     Applicable Market Value by a fraction of which the numerator shall be the
     Settlement Rate immediately after such adjustment under paragraph (1), (2),
     (3), (4), (5), (6), (7) or (10) of this Section 5.6(a) and the denominator
     shall be the Settlement Rate immediately before such adjustment; provided,
     however, that if such adjustment to the Settlement Rate is required to be
     made under the occurrence of any of the events contemplated by paragraph
     (1), (2), (3), (4), (5), (7) or (10) of this Section 5.6(a) during the
     period taken into consideration for determining the Applicable Market
     Value, appropriate and customary adjustments shall be made to the
     Settlement Rate.

          (10) The Company may make such increases in the Settlement Rate, in
     addition to those required by this Section 5.6(a), as it considers to be
     advisable in order to avoid or diminish any income tax to any holders of
     shares of Common Stock resulting from any dividend or distribution of stock
     or issuance of rights, options or warrants to purchase or subscribe for
     stock or from any event treated as such for income tax purposes or for any
     other reason.

          (b) Adjustment for Consolidation, Merger or Other Reorganization
     Event.

          In the event of:

               (i) any consolidation or merger of the Company with or into
          another Person (other than a merger or consolidation in which the
          Company is the continuing corporation and in which the shares of
          Common Stock outstanding immediately before the merger or
          consolidation are not exchanged for cash, securities or other property
          of the Company or another corporation);

               (ii) any sale, transfer, lease or conveyance to another Person of
          the property of the Company as an entirety or substantially as an
          entirety;

                                       47



                                                                              48

               (iii) any statutory exchange of securities of the Company with
          another Person (other than in connection with a merger or
          acquisition); or

               (iv) any liquidation, dissolution or winding up of the Company
          other than as a result of or after the occurrence of a Termination
          Event (any such event, a "Reorganization Event"),

the Settlement Rate will be adjusted to provide that each Holder of Securities
will receive on the Purchase Contract Settlement Date with respect to each
Purchase Contract forming a part thereof, the kind and amount of securities,
cash and other property receivable upon such Reorganization Event (without any
interest thereon, and without any right to dividends or distribution thereon
which have a record date that is before the Purchase Contract Settlement Date)
by a Holder of the number of shares of Common Stock issuable on account of each
Purchase Contract if the Purchase Contract Settlement Date had occurred
immediately before such Reorganization Event, assuming such Holder of Common
Stock is not a Person with which the Company consolidated or into which the
Company merged or which merged into the Company or to which such sale or
transfer was made, as the case may be (any such Person, a "Constituent Person"),
or an Affiliate of a Constituent Person to the extent such Reorganization Event
provides for different treatment of Common Stock held by Affiliates of the
Company and non-affiliates and such Holder failed to exercise his rights of
election, if any, as to the kind or amount of securities, cash and other
property receivable upon such Reorganization Event (provided that if the kind or
amount of securities, cash and other property receivable upon such
Reorganization Event is not the same for each share of Common Stock held
immediately before such Reorganization Event by other than a Constituent Person
or an Affiliate thereof and in respect of which such rights of election shall
not have been exercised ("non-electing share"), then for the purpose of this
Section the kind and amount of securities, cash and other property receivable
upon such Reorganization Event by each non-electing share shall be deemed to be
the kind and amount so receivable per share by a plurality of the non-electing
shares).

          In the event of such a Reorganization Event, the Person formed by such
consolidation, merger or exchange or the Person which acquires the assets of the
Company or, in the event of a liquidation, dissolution or winding up of the
Company, the Company or a liquidating trust created in connection therewith,
shall execute and deliver to the Purchase Contract Agent an agreement
supplemental hereto providing that the Holders of each Outstanding Security
shall have the rights provided by this Section 5.6(b). Such supplemental
agreement shall provide for adjustments which, for events subsequent to the
effective date of such supplemental agreement, shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Section. The above
provisions of this Section shall similarly apply to successive Reorganization
Events.

          (c) All calculations and determinations under this Section 5.6 shall
be made by the Company or its agent and the Purchase Contract Agent shall have
no responsibility with respect thereto.

Section 5.7. Notice of Adjustments and Certain Other Events.

          (a) Whenever the Settlement Rate and the Applicable Market Value are
adjusted as herein provided, the Company shall:

                                       48



                                                                              49

          (1) forthwith compute the adjusted Settlement Rate and Applicable
     Market Value in accordance with Section 5.6 and prepare and transmit to the
     Purchase Contract Agent an Officers' Certificate setting forth the
     Settlement Rate and the Applicable Market Value, the method of calculation
     thereof in reasonable detail, and the facts requiring such adjustment and
     upon which such adjustment is based; and

          (2) within 10 Business Days following the occurrence of an event that
     requires an adjustment to the Settlement Rate and the Applicable Market
     Value under Section 5.6 (or if the Company is not aware of such occurrence,
     as soon as practicable after becoming so aware), provide a written notice
     to the Holders of the Securities of the occurrence of such event and a
     statement in reasonable detail setting forth the method by which the
     adjustment to the Settlement Rate and the Applicable Market Value was
     determined and setting forth the adjusted Settlement Rate and Applicable
     Market Value.

          (b) The Purchase Contract Agent shall not at any time be under any
duty or responsibility to any Holder of Securities to determine whether any
facts exist which may require any adjustment of the Settlement Rate or the
Applicable Market Value, or with respect to the nature or extent or calculation
of any such adjustment when made, or with respect to the method employed in
making the same. The Purchase Contract Agent shall not be accountable with
respect to the validity or value (or the kind or amount) of any shares of Common
Stock, or of any securities or property, which may at the time be issued or
delivered with respect to any Purchase Contract; and the Purchase Contract Agent
makes no representation with respect thereto. The Purchase Contract Agent shall
not be responsible for any failure of the Company to issue, transfer or deliver
any shares of Common Stock under a Purchase Contract or to comply with any of
the duties, responsibilities or covenants of the Company contained in this
Article.

Section 5.8. Termination Event; Notice.

          The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive, and the obligations of the Company to pay, Contract
Adjustment Payments and the rights and obligations of Holders to purchase shares
of Common Stock, shall immediately and automatically terminate, without the
necessity of any notice or action by any Holder, the Purchase Contract Agent or
the Company, if, on or before the Purchase Contract Settlement Date, a
Termination Event shall have occurred. Upon and after the occurrence of a
Termination Event, the Securities shall thereafter represent the right to
receive the Senior Notes or Treasury Portfolio Interests forming a part of such
Securities in the case of Corporate Units, or Treasury Securities in the case of
Treasury Units, in accordance with the provisions of Section 5.4 of the Pledge
Agreement. Upon the occurrence of a Termination Event, the Company shall
promptly but in no event later than two Business Days thereafter give written
notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at
their addresses as they appear in the Register.

Section 5.9. Early Settlement; Cash Settlement.

          (A) Early Settlement

                                       49



                                                                              50

          (a) Subject to and upon compliance with the provisions of this Section
5.9, at the option of the Holder thereof, Purchase Contracts underlying
Securities may be settled early ("Early Settlement") on or before 5:00 p.m. (New
York City time) on the Election Date, as provided herein. In order to exercise
the right to effect Early Settlement with respect to any Purchase Contracts, the
Holder of the Certificate evidencing Securities shall deliver such Certificate
to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for
transfer to the Company or in blank with the form of Election to Settle Early on
the reverse thereof duly completed and accompanied by payment (payable to the
Company in immediately available funds) in an amount (the "Early Settlement
Amount") equal to:

          (1) the product of (A) the Stated Amount times (B) the number of
     Purchase Contracts with respect to which the Holder has elected to effect
     Early Settlement, plus

          (2) if such delivery is made with respect to any Purchase Contracts
     during the period from the close of business on any Record Date next
     preceding any Payment Date to the opening of business on such Payment Date,
     an amount equal to the Contract Adjustment Payments payable on such Payment
     Date with respect to such Purchase Contracts.

Except as provided in the immediately preceding sentence and subject to the last
paragraph of Section 5.2, no payment shall be made upon Early Settlement of any
Purchase Contract on account of any Contract Adjustment Payments accrued on such
Purchase Contract or on account of any dividends on the Common Stock issued upon
such Early Settlement. If the foregoing requirements are first satisfied with
respect to Purchase Contracts underlying any Securities at or before 5:00 p.m.
(New York City time) on a Business Day, such day shall be the "Early Settlement
Date" with respect to such Securities and if such requirements are first
satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day
that is not a Business Day, the "Early Settlement Date" with respect to such
Securities shall be the next succeeding Business Day.

          Upon the receipt of such Certificate and Early Settlement Amount from
the Holder, the Purchase Contract Agent shall pay to the Company such Early
Settlement Amount, the receipt of which payment the Company shall confirm in
writing. The Purchase Contract Agent shall then, in accordance with Section 5.6
of the Pledge Agreement, notify the Collateral Agent that (A) such Holder has
elected to effect an Early Settlement, which notice shall set forth the number
of such Purchase Contracts as to which such Holder has elected to effect Early
Settlement, (B) the Purchase Contract Agent has received from such Holder, and
paid to the Company as confirmed in writing by the Company, the related Early
Settlement Amount and (C) all conditions to such Early Settlement have been
satisfied.

          (b) Upon Early Settlement of Purchase Contracts by a Holder of the
related Securities, the Company shall issue, and the Holder shall be entitled to
receive, 0.      shares of Common Stock on account of each Purchase Contract as
           -----
to which Early Settlement is effected (the "Early Settlement Rate"). The Early
Settlement Rate shall be adjusted in the same manner and at the same time as the
Settlement Rate is adjusted. Computations and notices with respect to any such
adjustments shall be made and given, respectively, as provided in Section 5.7
relating to Settlement Rate adjustments.

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                                                                              51

          (c) No later than the third Business Day after the applicable Early
Settlement Date, the Company shall cause:

          (1) the shares of Common Stock issuable upon Early Settlement of
     Purchase Contracts to be issued and delivered, together with payment in
     lieu of any fraction of a share, as provided in Section 5.10; and

          (2) the related Senior Notes, in the case of Corporate Units, or the
     related Treasury Securities, in the case of Treasury Units, to be released
     from the Pledge by the Collateral Agent and transferred, in each case, to
     the Purchase Contract Agent for delivery to the Holder thereof or its
     designee.

          (d) Upon Early Settlement of any Purchase Contracts, and subject to
receipt of shares of Common Stock from the Company and the Senior Notes or
Treasury Securities, as the case may be, from the Securities Intermediary, as
applicable, the Purchase Contract Agent shall, in accordance with the
instructions provided by the Holder thereof on the applicable form of Election
to Settle Early on the reverse of the Certificate evidencing the related
Securities:

          (1) transfer to the Holder the Senior Notes or Treasury Securities, as
     the case may be, forming a part of such Securities, and

          (2) deliver to the Holder a certificate or certificates for the full
     number of shares of Common Stock issuable upon such Early Settlement,
     together with payment in lieu of any fraction of a share, as provided in
     Section 5.10.

          (e) In the event that Early Settlement is effected with respect to
Purchase Contracts underlying less than all the Securities evidenced by a
Certificate, upon such Early Settlement the Company shall execute and the
Purchase Contract Agent shall execute on behalf of the Holder, authenticate and
deliver to the Holder thereof, at the expense of the Company, a Certificate
evidencing the Securities as to which Early Settlement was not effected.

          (f) Notwithstanding anything to the contrary contained herein, Holders
may effect Early Settlement of Treasury Units only in integral multiples of 20
Treasury Units. In addition, if a Tax Redemption Event has occurred and the
Redemption Treasury Portfolio has become part of the Corporate Units, Purchase
Contracts underlying the Corporate Units may be settled early but only in an
aggregate amount of 20 Corporate Units or another integral multiple such that
the Treasury Securities to be released are in integral multiples of $1,000.

          (B) Cash Settlement

     (a) (i) Unless a Holder has effected an Early Settlement under Section 5.9,
     a Termination Event shall have occurred under Section 5.8, a Tax Event
     Redemption has occurred, or a Successful Remarketing shall have occurred at
     any time on or before the ninth Business Day preceding the Purchase
     Contract Settlement Date, Holders of Corporate Units may settle their
     Purchase Contracts in cash by delivering to the Purchase Contract Agent a
     notice in substantially the form of Exhibit F hereto regarding its
     intention to pay in cash ("Cash Settlement") the Purchase Price for the
     shares of Common Stock to be purchased under the related Purchase Contract;
     provided that such notice must be given by 11:00 a.m. (New York

                                       51



                                                                              52

     City time) on the sixth Business Day immediately preceding the Purchase
     Contract Settlement Date.

          (ii) A Holder of a Corporate Unit who has so notified the Purchase
     Contract Agent of its intention to make a Cash Settlement in accordance
     with paragraph (a) (i) above shall pay the Purchase Price to the Securities
     Intermediary for deposit in the Collateral Account before 11:00 a.m. (New
     York City time) on the fifth Business Day immediately preceding the
     Purchase Contract Settlement Date in lawful money of the United States by
     certified or cashiers' check or wire transfer, in each case in immediately
     available funds payable to or upon the order of the Securities Intermediary
     and the Securities Intermediary shall instruct the Collateral Agent to
     release to the Purchase Contract Agent the Pledged Senior Notes, for
     delivery to the Holders of the related Corporate Units who have complied
     with this Section. Any cash received by the Collateral Agent shall be
     invested promptly by the Securities Intermediary in Permitted Investments
     and paid to the Company on the Purchase Contract Settlement Date in
     settlement of the Purchase Contract in accordance with the terms of this
     Agreement and the Pledge Agreement. Any funds received by the Securities
     Intermediary in respect of the investment earnings from the investment in
     such Permitted Investments shall be distributed to the Purchase Contract
     Agent when received for payment, on a pro rata basis based on the number of
     Corporate Units formerly held by such Holder, to the Holders of the related
     Corporate Units on the Purchase Contract Settlement Date.

          (iii) If a Holder of a Corporate Unit fails to notify the Purchase
     Contract Agent of its intention to make a Cash Settlement in accordance
     with paragraph (a)(i) above, or notifies the Purchase Contract Agent as
     provided in paragraph (a)(i) above of its intention to pay the Purchase
     Price in cash but fails to make such payment as required by paragraph
     (a)(ii) above, such Holder shall be deemed to have consented (A) to the
     disposition of the Pledged Senior Notes on the third Business Day before
     the Purchase Contract Settlement Date under the Final Remarketing as
     described in Section 5.4 or, (B) if a Failed Remarketing occurs, to the
     Collateral Agent, for the benefit of the Company, and upon written
     direction of the Company as provided in the Pledge Agreement, exercising
     all of its rights as a secured party with respect to any Pledged Senior
     Notes under the Pledge Agreement and, subject to applicable law and Section
     5.4(j), by either (i) retaining such Senior Notes in full satisfaction of
     such Holder's obligations under the related Purchase Contracts or (ii)
     selling such Senior Notes in one or more public or private sales.

          (iv) By 11:00 a.m. (New York City time), on the fourth Business Day
     immediately preceding the Purchase Contract Settlement Date, the Purchase
     Contract Agent, based on notices received by the Purchase Contract Agent
     under paragraph (a)(i) above and notice from the Securities Intermediary
     regarding cash received by it before such time, shall notify the
     Remarketing Agent, the Collateral Agent, the Trustee and the Company, by
     use of a notice substantially in the form of Exhibit G hereto, of the
     aggregate principal amount of Pledged Senior Notes to be remarketed on the
     Final Remarketing Date in accordance with the procedures set forth in
     Section 5.4(c).

     (b) (i) Unless a Holder of a Treasury Unit has effected an Early Settlement
     of the related Purchase Contract in the manner described in Section 5.9 or
     a Termination Event shall have occurred under Section 5.8, Holders of
     Treasury Units may settle their Purchase Contracts in

                                       52



                                                                              53

     cash by delivering to the Purchase Contract Agent a notice substantially
     the form of Exhibit F hereto regarding its intention to pay in cash the
     Purchase Price for the shares of Common Stock to be purchased under the
     related Purchase Contract. To settle its Purchase Contracts in cash under
     this Section, such notice must be given before 5:00 p.m. (New York City
     time), on the second Business Day immediately preceding the Purchase
     Contract Settlement Date. Before 11:00 a.m. (New York City time), on the
     next succeeding Business Day, the Purchase Contract Agent shall notify the
     Collateral Agent of the receipt of such notices from such Holders intending
     to make a Cash Settlement.

          (ii) A Holder of a Treasury Unit who has so notified the Purchase
     Contract Agent of its intention to make a Cash Settlement in accordance
     with paragraph (b)(i) above shall pay the Purchase Price to the Securities
     Intermediary for deposit in the Collateral Account before 11:00 a.m. (New
     York City time), on the Business Day immediately preceding the Purchase
     Contract Settlement Date in lawful money of the United States by certified
     or cashiers' check or wire transfer, in each case, in immediately available
     funds payable to or upon the order of the Securities Intermediary and the
     Securities Intermediary shall instruct the Collateral Agent to release to
     the Purchase Contract Agent the Pledged Treasury Securities for delivery to
     the Holders of the related Treasury Units who have complied with this
     Section. Any cash received by the Collateral Agent shall be invested
     promptly by the Securities Intermediary in Permitted Investments and paid
     to the Company on the Purchase Contract Settlement Date in settlement of
     the Purchase Contract in accordance with the terms of this Agreement and
     the Pledge Agreement. Any funds received by the Securities Intermediary in
     respect of the investment earnings from the investment in such Permitted
     Investments shall be distributed to the Purchase Contract Agent when
     received for payment to the Holder of the related Treasury Units on the
     Purchase Contract Settlement Date.

          (iii) If a Holder of a Treasury Unit fails to notify the Purchase
     Contract Agent of its intention to make a Cash Settlement in accordance
     with paragraph (b)(i) above, or does notify the Purchase Contract Agent as
     provided in paragraph (b)(i) above of its intention to pay the Purchase
     Price in cash but fails to make such payment as required by paragraph
     (b)(ii) above, then upon the maturity of the Pledged Treasury Securities
     held by the Securities Intermediary, the principal amount of the Treasury
     Securities received by the Securities Intermediary shall be invested
     promptly in Permitted Investments. On the Purchase Contract Settlement
     Date, an amount equal to the Purchase Price shall be remitted to the
     Company as payment thereof without receiving any instructions from the
     Holder of the related Treasury Units. In the event the sum of the Proceeds
     from the related Pledged Treasury Securities and the investment earnings
     earned from such investments is in excess of the aggregate Purchase Price
     of the Purchase Contracts being settled thereby, the Collateral Agent shall
     cause the Securities Intermediary to distribute such excess to the Purchase
     Contract Agent for the benefit of the Holder of the related Treasury Units
     when received.

     (c) (i) Upon Cash Settlement of any Purchase Contract the Collateral Agent
     will in accordance with the terms of the Pledge Agreement cause the Pledged
     Senior Notes or the Pledged Treasury Securities, as the case may be,
     relating to the relevant Securities to be released from the Pledge, free
     and clear of any security interest of the Company, and transferred to the
     Purchase Contract Agent for delivery to the Holder thereof or its designee
     as soon as practicable; and

                                       53



                                                                              54

          (ii) subject to the receipt thereof, the Purchase Contract Agent
     shall, by book-entry transfer or other appropriate procedures, in
     accordance with written instructions provided by the Holder thereof,
     transfer such Senior Notes or such Treasury Securities, as the case may be
     (or, if no such instructions are given to the Purchase Contract Agent by
     the Holder, the Purchase Contract Agent shall hold such Senior Notes or
     such Treasury Securities, as the case may be, and any interest payment
     thereon, in the name of the Purchase Contract Agent or its nominee in trust
     for the benefit of such Holder until the expiration of the time period
     specified in the abandoned property laws of the relevant state) and, in
     connection with such Senior Notes, the Purchase Contract Agent shall have
     no responsibility to vote or take any other consensual action with respect
     thereto.

Section 5.10. No Fractional Shares.

          No fractional shares or scrip representing fractional shares of Common
Stock shall be issued or delivered upon settlement on the Purchase Contract
Settlement Date or upon Early Settlement of any Purchase Contracts. If
Certificates evidencing more than one Purchase Contract shall be surrendered for
settlement at one time by the same Holder, the number of full shares of Common
Stock which shall be delivered upon settlement shall be computed on the basis of
the aggregate number of Purchase Contracts evidenced by the Certificates so
surrendered. Instead of any fractional share of Common Stock which would
otherwise be deliverable upon settlement of any Purchase Contracts on the
Purchase Contract Settlement Date or upon Early Settlement, the Company, through
the Purchase Contract Agent, shall make a cash payment in respect of such
fractional interest in an amount equal to the value of such fractional shares
times the Applicable Market Value. The Company shall provide the Purchase
Contract Agent from time to time with sufficient funds to permit the Purchase
Contract Agent to make all cash payments required by this Section 5.10 in a
timely manner. Promptly after the calculation of the Applicable Market Value,
the Company shall give the Purchase Contract Agent notice thereof. All
calculations and determinations of the Applicable Market Value shall be made by
the Company or its agent and the Purchase Contract Agent shall have no
responsibility with respect thereto.

Section 5.11. Charges and Taxes.

          The Company will pay all stock transfer and similar taxes attributable
to the initial issuance and delivery of the shares of Common Stock under the
Purchase Contracts; provided, however, that the Company shall not be required to
pay any such tax or taxes which may be payable in respect of any exchange of or
substitution for a Certificate evidencing a Security or any issuance of a share
of Common Stock in a name other than that of the registered Holder of a
Certificate surrendered in respect of the Securities evidenced thereby, other
than in the name of the Purchase Contract Agent, as custodian for such Holder,
and the Company shall not be required to issue or deliver such share
certificates or Certificates unless the Person or Persons requesting the
transfer or issuance thereof shall have paid to the Company the amount of such
tax or shall have established to the satisfaction of the Company that such tax
has been paid.

                                       54



                                                                              55

                                   ARTICLE VI

                                    Remedies

Section 6.1. Unconditional Right of Holders to Receive Contract Adjustment
Payments and to Purchase Shares of Common Stock

          Each Holder of Corporate Units or Treasury Units shall have the right,
which is absolute and unconditional, (1) (subject to the payment by such Holder
of Contract Adjustment Payments under Section 5.9(A)(a)), to receive each
Contract Adjustment Payment with respect to the Purchase Contract constituting a
part of such Security on the respective Payment Date for such Security and (2)
to purchase shares of Common Stock under such Purchase Contract and, in each
such case, to institute suit for the enforcement of any such Contract Adjustment
Payment and right to purchase shares of Common Stock, and such rights shall not
be impaired without the consent of such Holder.

Section 6.2. Restoration of Rights and Remedies.

          If any Holder has instituted any proceeding to enforce any right or
remedy under this Agreement and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company and such Holder shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of such Holder
shall continue as though no such proceeding had been instituted.

Section 6.3. Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Certificates in the last
paragraph of Section 3.10, no right or remedy herein conferred upon or reserved
to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 6.4. Delay or Omission Not Waiver.

          No delay or omission of any Holder to exercise any right or remedy
upon a default shall impair any such right or remedy or constitute a waiver of
any such right. Every right and remedy given by this Article or by law to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by such Holders.

Section 6.5. Undertaking for Costs.

          All parties to this Agreement agree, and each Holder of Corporate
Units or Treasury Units, by its acceptance of such Corporate Units or Treasury
Units, shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Agreement, or in any suit against the Purchase Contract Agent for any action
taken,

                                       55



                                                                              56

suffered or omitted by it as Purchase Contract Agent, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; provided that the provisions of this Section shall not apply to
any suit instituted by the Company, to any suit instituted by the Purchase
Contract Agent, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% of the Outstanding Securities, or to any
suit instituted by any Holder for the enforcement of interest payable on any
Senior Notes or Contract Adjustment Payments on any Purchase Contract on or
after the respective Payment Date therefor in respect of any Security held by
such Holder, or for enforcement of the right to purchase shares of Common Stock
under the Purchase Contracts constituting part of any Security held by such
Holder.

Section 6.6. Waiver of Stay or Extension Laws.

          The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Agreement; and the Company expressly waives (to the extent
that it may lawfully do so) all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Purchase Contract Agent or the Holders, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

                                  ARTICLE VII

                           The Purchase Contract Agent

Section 7.1. Certain Duties and Responsibilities.

          (a) The Purchase Contract Agent:

          (1) undertakes to perform, with respect to the Securities, such duties
     and only such duties as are specifically set forth in this Agreement and
     the Pledge Agreement, and no implied covenants or obligations shall be read
     into this Agreement or the Pledge Agreement against the Purchase Contract
     Agent; and

          (2) in the absence of bad faith or negligence on its part, may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Purchase Contract Agent and conforming to the requirements of this
     Agreement or the Pledge Agreement, as applicable, but in the case of any
     certificates or opinions which by any provision hereof are specifically
     required to be furnished to the Purchase Contract Agent, the Purchase
     Contract Agent shall be under a duty to examine the same to determine
     whether or not they conform to the requirements of this Agreement or the
     Pledge Agreement, as applicable, but shall have no duty to confirm or
     investigate the accuracy of mathematical calculations or other facts stated
     therein.

                                       56



                                                                              57

          (b) No provision of this Agreement or the Pledge Agreement shall be
construed to relieve the Purchase Contract Agent from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

          (1) this Subsection shall not be construed to limit the effect of
     Subsection (a) of this Section;

          (2) the Purchase Contract Agent shall not be liable for any error of
     judgment made in good faith by a Responsible Officer, unless it shall be
     proved that the Purchase Contract Agent was negligent in ascertaining the
     pertinent facts; and

          (3) no provision of this Agreement or the Pledge Agreement shall
     require the Purchase Contract Agent to expend or risk its own funds or
     otherwise incur any financial liability in the performance of any of its
     duties hereunder, or in the exercise of any of its rights or powers, if it
     shall have reasonable grounds for believing that adequate indemnity is not
     provided to it.

          (c) Whether or not therein expressly so provided, every provision of
this Agreement and the Pledge Agreement relating to the conduct or affecting the
liability of or affording protection to the Purchase Contract Agent shall be
subject to the provisions of this Section.

          (d) The Purchase Contract Agent is authorized to execute and deliver
the Pledge Agreement in its capacity as Purchase Contract Agent.

Section 7.2. Notice of Default.

          Within 30 days after the occurrence of any default by the Company
hereunder of which a Responsible Officer of the Purchase Contract Agent has
actual knowledge, the Purchase Contract Agent shall transmit by mail to the
Company and the Holders of Securities, as their names and addresses appear in
the Register, notice of such default hereunder, unless such default shall have
been cured or waived.

Section 7.3. Certain Rights of Purchase Contract Agent.

          Subject to the provisions of Section 7.1:

          (1) the Purchase Contract Agent may rely and shall be protected in
     acting or refraining from acting upon any resolution, certificate,
     statement, instrument, opinion, report, notice, request, direction,
     consent, order, bond, debenture, note, other evidence of indebtedness or
     other paper or document believed by it to be genuine and to have been
     signed or presented by the proper party or parties;

          (2) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by an Officers' Certificate, Issuer Order or Issuer
     Request, and any resolution of the Board of Directors of the Company may be
     sufficiently evidenced by a Board Resolution;

          (3) whenever in the administration of this Agreement or the Pledge
     Agreement the Purchase Contract Agent shall deem it desirable that a matter
     be proved or established before

                                       57



                                                                              58

     taking, suffering or omitting any action hereunder, the Purchase Contract
     Agent (unless other evidence be herein specifically prescribed) may, in the
     absence of bad faith on its part, rely upon an Officers' Certificate of the
     Company;

          (4) the Purchase Contract Agent may consult with counsel and the
     written advice of such counsel or any Opinion of Counsel shall be full and
     complete authorization and protection in respect of any action taken,
     suffered or omitted by it hereunder in good faith and in reliance thereon;

          (5) the Purchase Contract Agent shall not be bound to make any
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Purchase Contract Agent,
     in its discretion, may make reasonable further inquiry or investigation
     into such facts or matters related to the execution, delivery and
     performance of the Purchase Contracts as it may see fit, and, if the
     Purchase Contract Agent shall determine to make such further inquiry or
     investigation, it shall be given a reasonable opportunity to examine the
     books, records and premises of the Company, personally or by agent or
     attorney; and

          (6) the Purchase Contract Agent may execute any of the powers
     hereunder or perform any duties hereunder either directly or by or through
     agents or attorneys or an Affiliate and the Purchase Contract Agent shall
     not be responsible for any misconduct or negligence on the part of any
     agent or attorney or an Affiliate appointed with due care by it hereunder.

Section 7.4. Not Responsible for Recitals or Issuance of Securities.

          The recitals contained herein shall be taken as the statements of the
Company, and the Purchase Contract Agent assumes no responsibility for their
accuracy. The Purchase Contract Agent makes no representations as to the
validity or sufficiency of either this Agreement or of the Securities, or of the
Pledge Agreement or the Pledge. The Purchase Contract Agent shall not be
accountable for the use or application by the Company of the proceeds in respect
of the Purchase Contracts.

Section 7.5. May Hold Securities.

          Any Registrar or any other agent of the Company, or the Purchase
Contract Agent and its Affiliates, in their individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the
Company, the Collateral Agent or any other Person with the same rights it would
have if it were not Registrar or such other agent, or the Purchase Contract
Agent.

Section 7.6. Money Held in Custody.

          Money held by the Purchase Contract Agent in custody hereunder need
not be segregated from the other funds except to the extent required by law or
provided herein. The Purchase Contract Agent shall be under no obligation to
invest or pay interest on any money received by it hereunder except as otherwise
agreed in writing with the Company.

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                                                                              59

Section 7.7. Compensation and Reimbursement.

          The Company agrees:

          (1) to pay to the Purchase Contract Agent compensation for all
     services rendered by it hereunder and under the Pledge Agreement as the
     Company and the Purchase Contact Agent shall from time to time agree;

          (2) except as otherwise expressly provided for herein, to reimburse
     the Purchase Contract Agent upon its request for all reasonable expenses,
     disbursements and advances incurred or made by the Purchase Contract Agent
     in accordance with any provision of this Agreement and the Pledge Agreement
     (including the reasonable compensation and the expenses and disbursements
     of its agents and counsel), except any such expense, disbursement or
     advance as may be attributable to its negligence or bad faith; and

          (3) to indemnify the Purchase Contract Agent and any predecessor
     Purchase Contract Agent for, and to hold it harmless against, any loss,
     liability or expense incurred without negligence or bad faith on its part,
     arising out of or in connection with the acceptance or administration of
     its duties hereunder, including the costs and expenses of defending itself
     against any claim or liability in connection with the exercise or
     performance of any of its powers or duties hereunder.

          The obligations of the Company under this Section 7.7 shall survive
the termination of this Agreement.

Section 7.8. Corporate Purchase Contract Agent Required; Eligibility.

          There shall at all times be a Purchase Contract Agent hereunder which
shall be a corporation organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, authorized
under such laws to exercise corporate trust powers, having (or being a member of
a bank holding company having) a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by Federal or state authority
and having a corporate trust office in the Borough of Manhattan, The City of New
York, if there be such a corporation in the Borough of Manhattan, The City of
New York, eligible under this Article and willing to act on reasonable terms. If
such corporation publishes reports of condition at least annually, under law or
to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Purchase Contract
Agent shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

Section 7.9. Resignation and Removal; Appointment of Successor.

          (a) No resignation or removal of the Purchase Contract Agent and no
appointment of a successor Purchase Contract Agent under this Article shall
become effective until the acceptance of appointment by the successor Purchase
Contract Agent in accordance with the applicable requirements of Section 7.10.

                                       59



                                                                              60

          (b) The Purchase Contract Agent may resign at any time by giving
written notice thereof to the Company 60 days before the effective date of such
resignation. If the instrument of acceptance by a successor Purchase Contract
Agent required by Section 7.10 shall not have been delivered to the Purchase
Contract Agent within 30 days after the giving of such notice of resignation,
the resigning Purchase Contract Agent may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Purchase Contract Agent.

          (c) The Purchase Contract Agent may be removed at any time by Act of
the Holders of a majority in number of the Outstanding Securities delivered to
the Purchase Contract Agent and the Company. If the instrument of acceptance by
a successor Purchase Contract Agent required by Section 7.10 shall not have been
delivered to the Purchase Contract Agent within 30 days after such removal, the
Purchase Contract Agent being removed may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Purchase Contract Agent.

          (d) If at any time:

          (1) the Purchase Contract Agent shall cease to be eligible under
     Section 7.8 and shall fail to resign after written request therefor by the
     Company or by any such Holder; or

          (2) the Purchase Contract Agent shall become incapable of acting or
     shall be adjudged a bankrupt or insolvent or a receiver of the Purchase
     Contract Agent or of its property shall be appointed or any public officer
     shall take charge or control of the Purchase Contract Agent or of its
     property or affairs for the purpose of rehabilitation, conservation or
     liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Purchase Contract Agent, or (ii) any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition, at the expense of the Company, any court of
competent jurisdiction for the removal of the Purchase Contract Agent and the
appointment of a successor Purchase Contract Agent.

          (e) If the Purchase Contract Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Purchase
Contract Agent for any cause, the Company, by a Board Resolution, shall promptly
appoint a successor Purchase Contract Agent and shall comply with the applicable
requirements of Section 7.10. If no successor Purchase Contract Agent shall have
been so appointed by the Company and accepted appointment in the manner required
by Section 7.10, any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of itself and all others similarly situated,
petition, at the expense of the Company, any court of competent jurisdiction for
the appointment of a successor Purchase Contract Agent.

          (f) The Company shall give, or shall cause such successor Purchase
Contract Agent to give, notice of each resignation and each removal of the
Purchase Contract Agent and each appointment of a successor Purchase Contract
Agent by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders as their names and addresses appear in the applicable

                                       60



                                                                              61

Register. Each notice shall include the name of the successor Purchase Contract
Agent and the address of its Corporate Trust Office.

Section 7.10. Acceptance of Appointment by Successor.

          (a) In case of the appointment hereunder of a successor Purchase
Contract Agent, every such successor Purchase Contract Agent so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Purchase
Contract Agent an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Purchase Contract Agent shall become
effective and such successor Purchase Contract Agent, without any further act,
deed or conveyance, shall become vested with all the rights, powers, agencies
and duties of the retiring Purchase Contract Agent; but, on the request of the
Company or the successor Purchase Contract Agent, such retiring Purchase
Contract Agent shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Purchase Contract Agent all the
rights, powers and trusts of the retiring Purchase Contract Agent and shall duly
assign, transfer and deliver to such successor Purchase Contract Agent all
property and money held by such retiring Purchase Contract Agent hereunder.

          (b) Upon request of any such successor Purchase Contract Agent, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Purchase Contract Agent all such
rights, powers and agencies referred to in paragraph (a) of this Section.

          (c) No successor Purchase Contract Agent shall accept its appointment
unless at the time of such acceptance such successor Purchase Contract Agent
shall be eligible under this Article.

Section 7.11. Merger, Conversion, Consolidation or Succession to Business.

          Any corporation into which the Purchase Contract Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Purchase Contract
Agent shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Purchase Contract Agent, shall be the
successor of the Purchase Contract Agent hereunder, provided such corporation
shall be otherwise eligible under this Article, without the execution or filing
of any paper or any further act on the part of any of the parties hereto. In
case any Certificates shall have been authenticated and executed on behalf of
the Holders, but not delivered, by the Purchase Contract Agent then in office,
any successor by merger, conversion or consolidation to such Purchase Contract
Agent may adopt such authentication and execution and deliver the Certificates
so authenticated and executed with the same effect as if such successor Purchase
Contract Agent had itself authenticated and executed such Securities.

Section 7.12. Preservation of Information; Communications to Holders.

          (a) The Purchase Contract Agent shall preserve, in as current a form
as is reasonably practicable, the names and addresses of Holders received by the
Purchase Contract Agent in its capacity as Registrar.

                                       61



                                                                              62

          (b) If three or more Holders (herein referred to as "applicants")
apply in writing to the Purchase Contract Agent, and furnish to the Purchase
Contract Agent reasonable proof that each such applicant has owned a Security
for a period of at least six months preceding the date of such application, and
such application states that the applicants desire to communicate with other
Holders with respect to their rights under this Agreement or under the
Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Purchase
Contract Agent shall mail to all the Holders copies of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Purchase Contract Agent of the materials to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of such mailing.

Section 7.13. No Obligations of Purchase Contract Agent.

          Except to the extent otherwise expressly provided in this Agreement,
the Purchase Contract Agent assumes no obligations and shall not be subject to
any liability under this Agreement, the Pledge Agreement or any Purchase
Contract in respect of the obligations of the Holder of any Security thereunder.
The Company agrees, and each Holder of a Certificate, by his acceptance thereof,
shall be deemed to have agreed, that the Purchase Contract Agent's execution of
the Certificates on behalf of the Holders shall be solely as agent and
attorney-in-fact for the Holders, and that the Purchase Contract Agent shall
have no obligation to perform such Purchase Contracts on behalf of the Holders,
except to the extent expressly provided in Article Five hereof. Anything
contained in this Agreement to the contrary notwithstanding, in no event shall
the Purchase Contract Agent or its officers, employees or agents be liable for
indirect, special, punitive, or consequential loss or damage of any kind
whatsoever, including, but not limited to, lost profits, whether or not the
likelihood of such loss or damage was known to the Purchase Contract Agent and
regardless of the form of action.

Section 7.14. Tax Compliance.

          (a) The Company will comply with all applicable certification,
information reporting and withholding (including "backup" withholding)
requirements imposed by applicable tax laws, regulations or administrative
practice with respect to (i) any payments made with respect to the Securities or
(ii) the issuance, delivery, holding, transfer, redemption or exercise of rights
under the Securities. Such compliance shall include, without limitation, the
preparation and timely filing of required returns and the timely payment of all
amounts required to be withheld to the appropriate taxing authority or its
designated agent.

          (b) The Purchase Contract Agent shall comply in accordance with the
terms hereof with any written direction received from the Company with respect
to the execution or certification of any required documentation and the
application of such requirements to particular payments or Holders or in other
particular circumstances, and may for purposes of this Agreement rely on any
such direction in accordance with the provisions of Section 7.1(a)(2) hereof.

          (c) The Purchase Contract Agent shall maintain all appropriate records
documenting compliance with such requirements, and shall make such records
available, on written request, to the Company or its authorized representative
within a reasonable period of time after receipt of such request.

                                       62



                                                                              63

                                  ARTICLE VIII

                             Supplemental Agreements

Section 8.1. Supplemental Agreements Without Consent of Holders.

          Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Purchase Contract Agent, at any time and from time to
time, may enter into one or more agreements supplemental hereto, in form
satisfactory to the Company and the Purchase Contract Agent, to:

          (1) evidence the succession of another Person to the Company, and the
     assumption by any such successor of the covenants of the Company herein and
     in the Certificates;

          (2) evidence and provide for the acceptance of appointment hereunder
     by a successor Purchase Contract Agent;

          (3) add to the covenants of the Company for the benefit of the
     Holders, or to surrender any right or power herein conferred upon the
     Company;

          (4) make provision with respect to the rights of Holders under the
     requirements of Section 5.6(b); or

          (5) except as provided for in Section 5.6, cure any ambiguity, correct
     or supplement any provisions herein which may be inconsistent with any
     other provisions herein, or make any other provisions with respect to such
     matters or questions arising under this Agreement, provided such action
     shall not adversely affect the interests of the Holders.

Section 8.2. Supplemental Agreements With Consent of Holders.

          With the consent of the Holders of not less than a majority of the
outstanding Purchase Contracts voting together as one class, by Act of said
Holders delivered to the Company and the Purchase Contract Agent, the Company,
when authorized by a Board Resolution, and the Purchase Contract Agent may enter
into an agreement or agreements supplemental hereto for the purpose of modifying
in any manner the terms of the Purchase Contracts, or the provisions of this
Agreement or the rights of the Holders in respect of the Securities; provided,
however, that, except as contemplated herein, no such supplemental agreement
shall, without the unanimous consent of the Holders of each outstanding Purchase
Contract affected thereby,

          (1) change any Payment Date;

          (2) change the amount or the type of Collateral required to be Pledged
     to secure a Holder's obligations under the Purchase Contract, impair the
     right of the Holder of any Purchase Contract to receive interest on the
     related Collateral or otherwise adversely affect the Holder's rights in or
     to such Collateral;

          (3) reduce Contract Adjustment Payments or change any place where, or
     the coin or currency in which, Contract Adjustment Payments are payable;

                                       63



                                                                              64

          (4) impair the right to institute suit for the enforcement of any
     Purchase Contract;

          (5) reduce the number of shares of Common Stock to be purchased under
     any Purchase Contract, increase the price to purchase shares of Common
     Stock upon settlement of any Purchase Contract, change the Purchase
     Contract Settlement Date or otherwise adversely affect the Holder's rights
     under any Purchase Contract; or

          (6) reduce the percentage of the outstanding Purchase Contracts the
     consent of whose Holders is required for any such supplemental agreement;

provided that if any amendment or proposal referred to above would adversely
affect only the Corporate Units or the Treasury Units, then only the affected
class of Holder as of the record date, if any, for the Holders entitled to vote
thereon or consent thereto will be entitled to vote or consent on such amendment
or proposal, and such amendment or proposal shall not be effective except with
the vote or consent of Holders of not less than a majority of such class; and
provided, further, that the unanimous consent of the Holders of each outstanding
Purchase Contract of the related Corporate Units or Treasury Units, as the case
may be, shall be required to approve any amendment or proposal specified in
clauses (1) through (6) above.

          It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental agreement, but it shall
be sufficient if such Act shall approve the substance thereof.

Section 8.3. Execution of Supplemental Agreements.

          In executing, or accepting the additional agencies created by, any
supplemental agreement permitted by this Article or the modifications thereby of
the agencies created by this Agreement, the Purchase Contract Agent shall be
entitled to receive, and (subject to Section 7.1) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Agreement. The
Purchase Contract Agent may, but shall not be obligated to, enter into any such
supplemental agreement which affects the Purchase Contract Agent's own rights,
duties or immunities under this Agreement or otherwise.

Section 8.4. Effect of Supplemental Agreements.

          Upon the execution of any supplemental agreement under this Article,
this Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement for all purposes; and every Holder
of Certificates theretofore or thereafter authenticated, executed on behalf of
the Holders and delivered hereunder, shall be bound thereby.

Section 8.5. Reference to Supplemental Agreements.

          Certificates authenticated, executed on behalf of the Holders and
delivered after the execution of any supplemental agreement under this Article
may, and shall if required by the Purchase Contract Agent, bear a notation in
form approved by the Purchase Contract Agent as to any matter provided for in
such supplemental agreement. If the Company shall so determine, new Certificates
so modified as to conform, in the opinion of the Purchase Contract Agent and the
Company, to any such supplemental agreement may be prepared and executed by the
Company and

                                       64



                                                                              65

authenticated, executed on behalf of the Holders and delivered by the Purchase
Contract Agent in exchange for Outstanding Certificates.

                                   ARTICLE IX

            Merger, Consolidation, Share Exchange, Sale or Conveyance

Section 9.1. Covenant Not to Merge, Consolidate, Enter into a Share Exchange,
             Sell or Convey Property Except Under Certain Conditions.

          The Company covenants that it will not merge, consolidate or enter
into a share exchange with any other Person or sell, assign, transfer, lease or
convey all or substantially all of its properties and assets to any Person or
group of affiliated Persons in one transaction or a series of related
transactions, unless:

          (1) either the Company shall be the continuing corporation, or the
     successor (if other than the Company) shall be a corporation organized and
     existing under the laws of the United States of America or a state thereof
     or the District of Columbia and such corporation shall expressly assume all
     the obligations of the Company under the Purchase Contracts, this Agreement
     and the Pledge Agreement by one or more supplemental agreements in form
     reasonably satisfactory to the Purchase Contract Agent and the Collateral
     Agent, executed and delivered to the Purchase Contract Agent and the
     Collateral Agent by such corporation; and

          (2) the Company or such successor corporation, as the case may be,
     shall not, immediately after such merger, consolidation or share exchange,
     or such sale, assignment, transfer, lease or conveyance, be in default in
     the performance of any covenant or condition hereunder, under any of the
     Securities or under the Pledge Agreement.

Section 9.2. Rights and Duties of Successor Corporation.

          In case of any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance and upon any such assumption by a
successor corporation in accordance with Section 9.1, such successor corporation
shall succeed to and be substituted for the Company with the same effect as if
it had been named herein as the Company. Such successor corporation thereupon
may cause to be signed, and may issue either in its own name or in the name of
Dominion Resources, Inc., any or all of the Certificates evidencing Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Purchase Contract Agent; and, upon the order of such
successor corporation, instead of the Company, and subject to all the terms,
conditions and limitations in this Agreement prescribed, the Purchase Contract
Agent shall authenticate and execute on behalf of the Holders and deliver any
Certificates which previously shall have been signed and delivered by the
officers of the Company to the Purchase Contract Agent for authentication and
execution, and any Certificate evidencing Securities which such successor
corporation thereafter shall cause to be signed and delivered to the Purchase
Contract Agent for that purpose. All the Certificates issued shall in all
respects have the same legal rank and benefit under this Agreement as the
Certificates theretofore or thereafter issued in accordance with the terms of
this Agreement as though all of such Certificates had been issued at the date of
the execution hereof.

                                       65



                                                                              66

          In case of any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance such change in phraseology and form
(but not in substance) may be made in the Certificates evidencing Securities
thereafter to be issued as may be appropriate.

Section 9.3. Officers' Certificate and Opinion of Counsel Given to Purchase
             Contract Agent.

          The Purchase Contract Agent, subject to Sections 7.1 and 7.3, shall
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such merger, consolidation, share exchange, sale, assignment,
transfer, lease or conveyance, and any such assumption, complies with the
provisions of this Article and that all conditions precedent to the consummation
of any such merger, consolidation, share exchange, sale, assignment, transfer,
lease or conveyance have been met.

                                    ARTICLE X

                                    Covenants

Section 10.1. Performance Under Purchase Contracts.

          The Company covenants and agrees for the benefit of the Holders from
time to time of the Securities that it will duly and punctually perform its
obligations under the Purchase Contracts in accordance with the terms of the
Purchase Contracts and this Agreement.

Section 10.2. Maintenance of Office or Agency.

          The Company will maintain in the Borough of Manhattan, The City of New
York an office or agency where Certificates may be:

          (1) presented or surrendered for acquisition of shares of Common Stock
     upon settlement of the Purchase Contracts on the Purchase Contract
     Settlement Date or Early Settlement and for transfer of Collateral upon
     occurrence of a Termination Event;

          (2) surrendered for registration of transfer or exchange, for a
     Collateral Substitution or re-establishment of a Corporate Unit; and

and where notices and demands to or upon the Company in respect of the
Securities and this Agreement may be served. The Company will give prompt
written notice to the Purchase Contract Agent of the location, and any change in
the location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Purchase Contract Agent with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Company hereby appoints the Purchase Contract Agent as its agent
to receive all such presentations, surrenders, notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies where Certificates may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York for such purposes. The Company will
give

                                       66



                                                                              67

prompt written notice to the Purchase Contract Agent of any such designation or
rescission and of any change in the location of any such other office or agency.
The Company hereby designates as the place of payment for the Securities the
Corporate Trust Office and appoints the Purchase Contract Agent at its Corporate
Trust Office as paying agent in such city.

Section 10.3. Company to Reserve Common Stock.

          The Company shall at all times before the Purchase Contract Settlement
Date reserve and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock the full number of shares of Common Stock
issuable against tender of payment in respect of all Purchase Contracts
constituting a part of the Securities evidenced by Outstanding Certificates.

Section 10.4. Covenants as to Common Stock.

          The Company covenants that all shares of Common Stock which may be
issued against tender of payment in respect of any Purchase Contract
constituting a part of the Outstanding Securities will, upon issuance, be duly
authorized, validly issued, fully paid and nonassessable.

Section 10.5. Statements of Officers of the Company as to Default.

          The Company will deliver to the Purchase Contract Agent, within 120
days after the end of each fiscal year of the Company (which as of the date
hereof is December 31) ending after the date hereof, an Officers' Certificate
(one of the signers of which shall be the principal executive officer, principal
financial officer or principal accounting officer of the Company), stating
whether or not to the best knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and
conditions hereof, and if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.

Section 10.6. ERISA.

          Each Holder from time to time of the Corporate Units which is a Plan
hereby represents that its acquisition of the Corporate Units and the holding of
the same satisfies the applicable fiduciary requirements of ERISA and that it is
entitled to exemption relief from the prohibited transaction provisions of ERISA
and the Code in accordance with one or more prohibited transaction exemptions or
otherwise will not result in a nonexempt prohibited transaction.

                                       67



                                                                              68

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.


                                                DOMINION RESOURCES, INC.


                                                By:
                                                    ----------------------------
                                                    Name:
                                                    Title:


                                                ----------------------------,
                                                 as Purchase Contract Agent


                                                By:
                                                    ----------------------------
                                                    Name:
                                                    Title:

                                       68



                                                                       EXHIBIT A

                   FORM OF FACE OF CORPORATE UNIT CERTIFICATE

This certificate is a global certificate within the meaning of the Purchase
Contract Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company, a New York corporation (the "Depositary"), or a
nominee of the Depositary. This certificate is exchangeable for certificates
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Purchase Contract Agreement and no
transfer of this certificate (other than a transfer of this certificate as a
whole 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) may be
registered except in limited circumstances.

Unless this certificate is presented by an authorized representative of the
Depositary for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
is requested by an authorized representative of the Depositary (and any payment
hereon is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), 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./1/

No.                                                        CUSIP No.
    -------                                                          -----------
Number of Corporate Units
                          ------------

                            DOMINION RESOURCES, INC.
                                 Corporate Units

          This Corporate Unit Certificate certifies that [Cede & Co.]/2/, or
registered assigns, is the registered Holder of the number of Corporate Units
set forth above [or such other number as set forth in the Schedule of Increases
and Decreases in Global Certificate attached hereto] /3/. Each Corporate Unit
consists of (i) the rights and obligations of the Holder under one Purchase
Contract with Dominion Resources, Inc., a Virginia corporation (the "Company"),
and (ii) either (a) the beneficial ownership by the Holder of one 20   Series
                                                                    --        -
   % Senior Note, due              (the "Senior Note") of the Company, having a
- ---                   ------------
principal amount of $50, subject to the Pledge of such Senior Note by such
Holder under the Pledge Agreement or (b) following a Successful Remarketing or a
Tax Redemption Event of the Senior Notes, the beneficial ownership by the Holder
of a Treasury Portfolio Interest, subject to the Pledge of such Treasury
Portfolio Interest under the Pledge Agreement. All capitalized terms used herein
which are defined in the Purchase Contract Agreement (as defined on the reverse
hereof) have the meaning set forth therein.

          Under the Pledge Agreement, the Senior Note or Treasury Portfolio
Interest, as the case may be, constituting part of each Corporate Unit evidenced
hereby has been pledged to the

- ----------
/1/  Insert in Global Certificates only.

/2/  Insert in Global Certificates only.

/3/  Insert in Global Certificates only.



Collateral Agent, for the benefit of the Company, to secure the obligations of
the Holder under the Purchase Contract comprising a portion of such Corporate
Units.

          Each Purchase Contract evidenced hereby obligates the Holder of this
Corporate Unit Certificate to purchase, and the Company to sell, on the Purchase
Contract Settlement Date, at a price equal to $50 in cash (the "Stated Amount"),
a number of shares of Common Stock, equal to the Settlement Rate, unless on or
before the Purchase Contract Settlement Date there shall have occurred a
Termination Event or an Early Settlement with respect to the Corporate Units of
which such Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof. The purchase price
(the "Purchase Price") for the shares of Common Stock purchased under each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the
Purchase Contract Settlement Date by cash or by application of payment received
in respect of the principal amount with respect to each Pledged Senior Note
under the Remarketing or payment received in respect of each Pledged Treasury
Portfolio Interest, as the case may be, pledged to secure the obligations under
such Purchase Contract of the Holder of the Corporate Units of which such
Purchase Contract is a part.

          The Company shall pay on            ,       ,           and
                                   -----------  ------  ---------
            of each year (each, a "Payment Date"), commencing        , 20   in
- -----------                                                   -------    --
respect of each Purchase Contract forming part of a Corporate Unit evidenced
hereby, an amount (the "Contract Adjustment Payments") equal to (a) if a Reset
Transaction has not occurred,     % per annum of the Stated Amount or (b)
                              ----
following the occurrence of a Reset Transaction, the Adjusted Contract
Adjustment Payment Rate related to such Reset Transaction until any such
succeeding Reset Transaction shall occur, in either case, computed on the basis
of (i) for any full quarterly period, a 360-day year of twelve 30-day months,
(ii) for any period shorter than a full quarterly period, a 30-day month and
(iii) for periods less than a month, the actual number of days elapsed per
30-day period. Such Contract Adjustment Payments shall be payable to the Person
in whose name this Corporate Unit Certificate (or a Predecessor Corporate Unit
Certificate) is registered at the close of business on the Record Date for such
Payment Date.

          Unless a Successful Remarketing or a Tax Event Redemption shall have
occurred, interest on the Senior Notes, the beneficial ownership of which is
evidenced hereby, is payable quarterly in arrears on each Payment Date. Such
interest payments shall be payable to the Person in whose name this Corporate
Unit Certificate (or a Predecessor Corporate Unit Certificate) is registered at
the close of business on the Record Date for such Payment Date. Following a
Successful Remarketing or a Tax Event Redemption, the portion of the Treasury
Portfolio Return equal to the interest payable on such Senior Notes will be paid
on the Purchase Contract Settlement Date. Such portion of the Treasury Portfolio
Return shall be payable to the Person in whose name this Corporate Unit
Certificate (or a Predecessor Corporate Unit Certificate) is registered at the
close of business on the Record Date for such Payment Date which is the Purchase
Contract Settlement Date.

          Contract Adjustment Payments and (i) interest payments on the Senior
Notes or (ii) distributions on the Treasury Portfolio, as the case may be, will
be payable at the office of the Purchase Contract Agent in The City of New York
or, at the option of the Company, by check mailed to the address of the Person
entitled thereto as such address appears on the Corporate Unit Register.

                                      A-2



          Reference is hereby made to the further provisions 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 Purchase Contract Agent by manual signature, this Corporate Unit Certificate
shall not be entitled to any benefit under the Purchase Contract Agreement or
the Pledge Agreement or be valid or obligatory for any purpose.

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                        DOMINION RESOURCES, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        HOLDER SPECIFIED ABOVE (as to
                                        obligations of such Holder under the
                                        Purchase Contracts evidenced hereby)


                                        By:
                                            ------------------------------------
                                            not individually but solely as
                                            Attorney-in-Fact of such Holder


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

Dated:

                                      A-3



                        CERTIFICATE OF AUTHENTICATION OF
                             PURCHASE CONTRACT AGENT

          This is one of the Corporate Unit Certificates referred to in the
within mentioned Purchase Contract Agreement.


                                        By:                                    ,
                                            -----------------------------------
                                            as Purchase Contract Agent


                                        By:
                                            -----------------------------------
                                            Authorized Officer

                                      A-4



                 (FORM OF REVERSE OF CORPORATE UNIT CERTIFICATE)

          Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of            , 20   (as may be supplemented from
                                -----------    --
time to time, the "Purchase Contract Agreement"), between the Company and
                      , as Purchase Contract Agent (including its successors
- ----------------------
hereunder, the "Purchase Contract Agent"), to which Purchase Contract Agreement
and supplemental agreements thereto reference is hereby made for a description
of the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Purchase Contract Agent, the Company, and the
Holders and of the terms upon which the Corporate Unit Certificates are, and are
to be, executed and delivered.

          Each Purchase Contract evidenced hereby obligates the Holder of this
Corporate Unit Certificate to purchase, and the Company to sell, on the Purchase
Contract Settlement Date at a price equal to the Stated Amount (the "Purchase
Price"), a number of shares of Common Stock of the Company equal to the
Settlement Rate, unless, on or before the Purchase Contract Settlement Date,
there shall have occurred a Termination Event with respect to the Security of
which such Purchase Contract is a part or an Early Settlement shall have
occurred. The "Settlement Rate" is equal to:

          (1) if the Applicable Market Value (as defined below) is equal to or
     greater than $      (the "Threshold Appreciation Price"), 0.      shares of
                   -----                                         -----
     Common Stock per Purchase Contract;

          (2) if the Applicable Market Value is less than the Threshold
     Appreciation Price but greater than $      (the "Reference Price"), the
                                          -----
     number of shares of Common Stock per Purchase Contract having a value,
     based on the Applicable Market Value, equal to the Stated Amount; and

          (3) if the Applicable Market Amount is less than or equal to the
     Reference Price, 0.      shares of Common Stock per Purchase Contract,
                        -----

in each case subject to adjustment as provided in the Purchase Contract
Agreement.

          No fractional shares of Common Stock will be issued upon settlement of
Purchase Contracts, as provided in the Purchase Contract Agreement.

          Each Purchase Contract evidenced hereby, which is settled either
through Early Settlement or Cash Settlement, shall obligate the Holder of the
related Corporate Unit to purchase at the Purchase Price, and the Company to
sell, a number of newly issued shares of Common Stock equal to the Early
Settlement Rate or the Settlement Rate, as applicable.

          The "Applicable Market Value" means the average of the Closing Price
per share of Common Stock on each of the 20 Trading Days ending on the third
Trading Day immediately preceding the Purchase Contract Settlement Date.

                                      A-5



          The "Closing Price" per share of Common Stock on any date of
determination means

          (1) the closing sale price (or, if no closing price is reported, the
     last reported sale price) per share of Common Stock on the New York Stock
     Exchange (the "NYSE") on such date;

          (2) if the Common Stock is not listed for trading on the NYSE on any
     such date, the closing sale price per share as reported in the composite
     transactions for the principal United States securities exchange on which
     the Common Stock is so listed;

          (3) if the Common Stock is not so listed on a United States national
     or regional securities exchange, the closing sale price per share as
     reported by The Nasdaq Stock Market;

          (4) if the Common Stock is not so reported, the last quoted bid price
     per share for the Common Stock in the over-the-counter market as reported
     by the National Quotation Bureau or similar organization; or

          (5) if such bid price is not available, the average of the mid-point
     of the last bid and ask prices per share of the Common Stock on such date
     from at least three nationally recognized independent investment banking
     firms retained for this purpose by the Company.

          A "Trading Day" means a day on which the Common Stock (1) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (2) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.

          In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Corporate Unit Certificate shall pay the Purchase Price for the
shares of Common Stock purchased under each Purchase Contract evidenced hereby
by (i) effecting a Cash Settlement or an Early Settlement or a Remarketing of
the related Pledged Senior Notes or (ii) application of payments received in
respect of the Pledged Treasury Portfolio Interest acquired form the proceeds of
a Remarketing or Tax Event Redemption of the related Pledged Senior Notes
relating to the Corporate Units represented by this Corporate Unit Certificate.
As provided in the Purchase Contract Agreement, upon the occurrence of a Failed
Remarketing, the Collateral Agent shall exercise, for the benefit of the
Company, its rights as a secured creditor with respect to the Pledged Senior
Notes related to this Corporate Unit Certificate and, subject to applicable law,
may, among other things, (i) retain such Pledged Senior Notes in full
satisfaction of the Holders' obligations under the Purchase Contracts or (ii)
sell such Pledged Senior Notes in one or more public or private sales, the
proceeds, if any, of such sale to constitute full satisfaction of the Holders'
obligations under the Purchase Contracts. With respect to such Pledged Senior
Notes which are the subject of a Failed Remarketing, any accrued and unpaid
interest payments on such Pledged Senior Notes will become payable by the
Company to the Holder of this Corporate Unit Certificate in the manner provided
for in the Purchase Contract Agreement.

          The Company shall not be obligated to issue any shares of Common Stock
in respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment of the aggregate purchase price for
the shares of Common Stock to be purchased thereunder

                                      A-6



in the manner herein set forth which payment, in the case of a Failed
Remarketing shall occur by the resale of Pledged Senior Notes or foreclosure on
and retention of such Pledged Senior Notes under the Purchase Contract Agreement
and the Pledge Agreement.

          Each Purchase Contract evidenced hereby and all obligations and rights
of the Company and the Holder thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination Event, the Company shall give
written notice to the Purchase Contract Agent and to the Holders, at their
addresses as they appear in the Corporate Unit Register. Upon and after the
occurrence of a Termination Event, the Collateral Agent shall release the
Pledged Senior Note or Pledged Treasury Portfolio Interest, as the case may be,
forming a part of each Corporate Unit from the Pledge. A Corporate Unit shall
thereafter represent the right to receive the Senior Note or Treasury Portfolio
Interest, as the case may be, forming a part of such Corporate Unit in
accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

          Under the terms of the Pledge Agreement, the Purchase Contract Agent
will be entitled to exercise the voting and any other consensual rights
pertaining to the Pledged Senior Notes. Upon receipt of notice of any meeting at
which holders of Senior Notes are entitled to vote or upon the solicitation of
consents, waivers or proxies of holders of Senior Notes, the Purchase Contract
Agent shall, as soon as practicable thereafter, mail to the Corporate Unit
Holders a notice:

          (1) containing such information as is contained in the notice or
     solicitation;

          (2) stating that each Corporate Unit Holder on the record date set by
     the Purchase Contract Agent therefor (which, to the extent possible, shall
     be the same date as the record date for determining the holders of Senior
     Notes entitled to vote) shall be entitled to instruct the Purchase Contract
     Agent as to the exercise of the voting rights pertaining to the Senior
     Notes constituting a part of such Holder's Corporate Units; and

          (3) stating the manner in which such instructions may be given.

Upon the written request of the Corporate Unit Holders on such record date, the
Purchase Contract Agent shall endeavor insofar as practicable to vote or cause
to be voted, in accordance with the instructions set forth in such requests, the
maximum aggregate principal amount of Senior Notes as to which any particular
voting instructions are received. In the absence of specific instructions from
the Holder of a Corporate Unit, the Purchase Contract Agent shall abstain from
voting the Senior Notes evidenced by such Corporate Units.

          The Corporate Unit Certificates are issuable only in registered form
and only in denominations of a single Corporate Unit and any integral multiple
thereof. The transfer of any Corporate Unit Certificate will be registered and
Corporate Unit Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Corporate Unit Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents
permitted by the Purchase Contract Agreement. No service charge shall be
required for any such registration of transfer or exchange, but the Company and
the Purchase Contract Agent may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. A Holder who
elects to substitute a Treasury Security for Senior Notes, thereby creating
Treasury Units, shall be responsible for any fees or expenses payable in
connection therewith. Except as provided in

                                      A-7



the Purchase Contract Agreement, for so long as the Purchase Contract underlying
a Corporate Unit remains in effect, such Corporate Unit shall not be separable
into its constituent parts, and the rights and obligations of the Holder of such
Corporate Unit in respect of the Senior Note or Treasury Portfolio Interest and
Purchase Contract constituting such Corporate Unit may be transferred and
exchanged only as a Corporate Unit.

          A holder of a Corporate Unit may substitute for the Pledged Senior
Notes securing its obligation under the related Purchase Contract Treasury
Securities in an aggregate principal amount at maturity equal to the aggregate
principal amount of the Pledged Senior Notes in accordance with the terms of the
Purchase Contract Agreement and the Pledge Agreement. From and after such
Collateral Substitution, the Security for which such Pledged Treasury Securities
secures the Holder's obligation under the Purchase Contract shall be referred to
as a "Treasury Unit." A Holder may make such Collateral Substitution only in
integral multiples of 20 Corporate Units for 20 Treasury Units. Such Collateral
Substitution may cause the equivalent aggregate principal amount of this
Certificate to be increased or decreased; provided, however, this Corporate Unit
Certificate shall not represent more than such maximum amount of Corporate Units
as shall at the time be prescribed by the applicable Clearing Agency. All such
adjustments to the equivalent aggregate principal amount of this Corporate Unit
Certificate shall be duly recorded by placing an appropriate notation on the
Schedule attached hereto.

          A Holder of Treasury Units may recreate Corporate Units by delivering
to the Securities Intermediary Senior Notes with an aggregate principal amount
equal to the aggregate principal amount at maturity of the Pledged Treasury
Securities in exchange for the release of such Pledged Treasury Securities in
accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

          The Company shall pay, on each Payment Date, the Contract Adjustment
Payments payable in respect of each Purchase Contract to the Person in whose
name the Corporate Unit Certificate evidencing such Purchase Contract is
registered at the close of business on the Record Date for such Payment Date.
Contract Adjustment Payments will be payable at the office of the Purchase
Contract Agent in The City of New York or, at the option of the Company, by
check mailed to the address of the Person entitled thereto at such address as it
appears on the Corporate Unit Register.

          The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive, and the obligations of the Company to pay, Contract
Adjustment Payments, shall immediately and automatically terminate, without the
necessity of any notice or action by any Holder, the Purchase Contract Agent or
the Company, if, on or before the Purchase Contract Settlement Date, a
Termination Event shall have occurred. Upon the occurrence of a Termination
Event, the Company shall promptly but in no event later than two Business Days
thereafter give written notice to the Purchase Contract Agent, the Collateral
Agent and the Holders, at their addresses as they appear in the Corporate Unit
Register. Upon and after the occurrence of a Termination Event, the Collateral
Agent shall release the Senior Notes or Treasury Portfolio Interest from the
Pledge in accordance with the provisions of the Pledge Agreement. A Corporate
Unit shall thereafter represent the right to receive the Senior Note or Treasury
Portfolio Interest forming a part of such Corporate Unit in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement.

                                      A-8



          Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
underlying Securities may be settled early ("Early Settlement") as provided in
the Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts evidenced by this Corporate
Unit Certificate, the Holder of this Corporate Unit Certificate shall deliver
this Corporate Unit Certificate to the Purchase Contract Agent at the Corporate
Trust Office duly endorsed for transfer to the Company or in blank with the form
of Election to Settle Early set forth below duly completed and accompanied by
payment in the form of immediately available funds payable to the order of the
Company in an amount (the "Early Settlement Amount") equal to:

          (1) the product of (A) the Stated Amount times (B) the number of
     Purchase Contracts with respect to which the Holder has elected to effect
     Early Settlement, plus

          (2) if such delivery is made with respect to any Purchase Contracts
     during the period from the close of business on any Record Date for any
     Payment Date to the opening of business on such Payment Date, an amount
     equal to the Contract Adjustment Payments payable on such Payment Date with
     respect to such Purchase Contracts.

Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Pledged Senior Notes underlying such Securities shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract forming part of a Corporate Unit as to which Early
Settlement is effected equal to the Early Settlement Rate. The Early Settlement
Rate shall initially be equal to 0.      shares of Common Stock and shall be
                                   -----
adjusted in the same manner and at the same time as the Settlement Rate is
adjusted as provided in the Purchase Contract Agreement.

          Upon registration of transfer of this Corporate Unit Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Purchase Contract Agent
under the Purchase Contract Agreement), under the terms of the Purchase Contract
Agreement and the Purchase Contracts evidenced hereby and the transferor shall
be released from the obligations under the Purchase Contracts evidenced by this
Corporate Unit Certificate. The Company covenants and agrees, and the Holder, by
its acceptance hereof, likewise covenants and agrees, to be bound by the
provisions of this paragraph.

          The Holder of this Corporate Unit Certificate, by its acceptance
hereof, authorizes the Purchase Contract Agent to enter into and perform the
related Purchase Contracts forming part of the Corporate Units evidenced hereby
on its behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Purchase Contract Agent to enter into and perform the Purchase Contract
Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and
consents to the Pledge of the Senior Notes underlying this Corporate Unit
Certificate under the Pledge Agreement. The Holder further covenants and agrees
that, to the extent and in the manner provided in the Purchase Contract
Agreement and the Pledge Agreement, but subject to the terms thereof, payments
in respect of the aggregate principal amount of the Pledged Senior Notes or
Pledged Treasury Portfolio Interest, as the

                                      A-9



case may be, shall be paid on the Purchase Contract Settlement Date by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right, title or
interest in such payments.

          Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.

          The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.

          The Company, the Purchase Contract Agent and its Affiliates and any
agent of the Company or the Purchase Contract Agent may treat the Person in
whose name this Corporate Unit Certificate is registered as the owner of the
Corporate Units evidenced hereby for the purpose of receiving payments of
interest payable quarterly on the Senior Notes, receiving payments of Contract
Adjustment Payments, performance of the Purchase Contracts and for all other
purposes whatsoever, whether or not any payments in respect thereof be overdue
and notwithstanding any notice to the contrary, and neither the Company, the
Purchase Contract Agent nor any such agent shall be affected by notice to the
contrary.

          The Purchase Contracts shall not, before the settlement thereof,
entitle the Holder to any of the rights of a holder of shares of Common Stock.
Upon settlement of the Purchase Contracts, the Holder will be entitled to all of
the rights of a holder of shares of Common Stock, including, without limitation,
the right to vote and receive dividends and other payments and to consent and
receive notice as a shareholder in respect of the meetings of shareholders and
for the election of directors of the Company and for all other matters, and all
other rights whatsoever as a shareholder of the Company.

          A copy of the Purchase Contract Agreement is available for inspection
at the offices of the Purchase Contract Agent.

                                      A-10



                                  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

UNIF GIFT MIN ACT -       ---------------Custodian---------------

                          (cust)                           (minor)

                          Under Uniform Gifts to Minors Act of
                                                               -----------------

                          ------------------------------------------------------

TEN ENT -                 as tenants by the entireties

JT TEN -                  as joint tenants with right of survivorship and not as
                          tenants in common

Additional abbreviations may also be used though not in the above list.

                                           -------------------------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

- --------------------------------------------------------------------------------
   (Please insert Social Security or Taxpayer I.D. or other Identifying Number
                                  of Assignee)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
  (Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Corporate Unit Certificates and all rights thereunder, hereby
irrevocably constituting and appointing
                                        ----------------------------------------
                                           attorney to transfer said Corporate
- ------------------------------------------
Unit Certificates on the books of Dominion Resources, Inc. with full power of
substitution in the premises.


Dated:
       -------------------              ----------------------------------------
                                        Signature

                                        NOTICE: The signature to this assignment
                                        must correspond with the name as it
                                        appears upon the face of the within
                                        Corporate Unit Certificates in every
                                        particular, without alteration or
                                        enlargement or any change whatsoever.


Signature Guarantee:
                     -----------------------------------

                                      A-11



                             SETTLEMENT INSTRUCTIONS

          The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Purchase Contract Settlement
Date of the Purchase Contracts underlying the number of Corporate Units
evidenced by this Corporate Unit Certificate be registered in the name of, and
delivered, together with a check in payment for any fractional share, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any transfer tax
payable incident thereto.


Dated:
       -----------------------          -----------------------------------
                                        Signature


                                        Signature Guarantee:
                                                             --------------
                                        (if assigned to another person)

If shares are to be registered in the   REGISTERED HOLDER
name of and delivered to a Person
other than the Holder, please (i)
print such Person's name and address
and (ii) provide a guarantee of your
signature:

                                        Please print name and address of
                                        Registered Holder:

- -------------------------------------   ----------------------------------------
                 Name                                    Name

- -------------------------------------   ----------------------------------------
                Address                                 Address

- -------------------------------------   ----------------------------------------

- -------------------------------------   ----------------------------------------

- -------------------------------------   ----------------------------------------

Social Security or other
Taxpayer Identification                 ----------------------------------------
Number, if any

                                      A-12



                            ELECTION TO SETTLE EARLY

          The undersigned Holder of this Corporate Unit Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of Corporate Units evidenced by this Corporate
Unit Certificate specified below. The undersigned Holder directs that a
certificate for shares of Common Stock deliverable upon such Early Settlement be
registered in the name of, and delivered, together with a check in payment for
any fractional share and any Corporate Unit Certificate representing any
Corporate Units evidenced hereby as to which Early Settlement of the related
Purchase Contracts is not effected, to the undersigned at the address indicated
below unless a different name and address have been indicated below. Pledged
Senior Notes or Treasury Securities deliverable upon such Early Settlement will
be transferred in accordance with the transfer instructions set forth below. If
shares are to be registered in the name of a Person other than the undersigned,
the undersigned will pay any transfer tax payable incident thereto.


Dated:
       ---------------------------           -----------------------------------
                                                          Signature


           Signature Guarantee:
                                -------------------------------------

                                      A-13



          Number of Securities evidenced hereby as to which Early Settlement of
the related Purchase Contracts is being elected:

If shares of Common Stock or            REGISTERED HOLDER
Corporate Unit Certificates are to be
registered in the name of and
delivered to, and Pledged Senior
Notes are to be transferred to, a
Person other than the Holder, please
print such Person's name and address:

                                        Please print name and address of
                                        Registered Holder:

- -------------------------------------   ----------------------------------------
                 Name                                    Name

- -------------------------------------   ----------------------------------------
                Address                                 Address

- -------------------------------------   ----------------------------------------

- -------------------------------------   ----------------------------------------

- -------------------------------------   ----------------------------------------

Social Security or other
Taxpayer Identification                 ----------------------------------------
Number, if any

                                      A-14



Transfer Instructions for Pledged Senior Notes or Treasury Securities
Transferable Upon Early Settlement or a Termination Event:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

                                      A-15



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

          The following increases or decreases in this Global Certificate have
been made:



- ---------------------------------------------------------------------------------------------------
           Amount of decrease   Amount of increase      Number of Corporate       Signature of
              in Number of         in Number of      Units evidenced by this   authorized officer
             Corporate Units      Corporate Units      Global Certificate      of Purchase Contract
            evidenced by the     evidenced by the        following such        Agent or Securities
  Date     Global Certificate   Global Certificate     decrease or increase         Custodian
- ---------------------------------------------------------------------------------------------------
                                                                   

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------


                                      A-16



                                                                       EXHIBIT B

                    FORM OF FACE OF TREASURY UNIT CERTIFICATE

This certificate is a global certificate within the meaning of the Purchase
Contract Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company, a New York corporation (the "Depositary"), or a
nominee of the Depositary. This certificate is exchangeable for certificates
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Purchase Contract Agreement and no
transfer of this certificate (other than a transfer of this certificate as a
whole 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) may be
registered except in limited circumstances.

Unless this certificate is presented by an authorized representative of the
Depositary for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
is requested by an authorized representative of the Depositary (and any payment
hereon is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), 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./1/

No.                                                           CUSIP No.
    -------                                                             --------
Number of Treasury Units
                         --------

                            DOMINION RESOURCES, INC.
                                 Treasury Units

     This Treasury Unit Certificate certifies that [Cede & Co.]/2/, or
registered assigns, is the registered Holder of the number of Treasury Units set
forth above [or such other number as set forth in the Schedule of Increases and
Decreases in Global Certificate attached hereto] /3/. Each Treasury Unit
consists of (i) the rights and obligations of the Holder under one Purchase
Contract with Dominion Resources, Inc., a Virginia corporation (the "Company")
and (ii) a 1/20 undivided beneficial ownership interest of a Treasury Security
having a principal amount at maturity equal to $1,000 and maturing on or before
            . All capitalized terms used herein which are defined in the
- ------------
Purchase Contract Agreement (as defined on the reverse hereof) have the meaning
set forth therein.

          Under the Pledge Agreement, the Treasury Securities constituting part
of each Treasury Unit evidenced hereby have been pledged to the Collateral
Agent, for the benefit of the Company, to secure the obligations of the Holder
under the Purchase Contract comprising a portion of such Treasury Unit.

- ----------
/1/  Insert in Global Certificates only.

/2/  Insert in Global Certificates only.

/3/  Insert in Global Certificates only.



          Each Purchase Contract evidenced hereby obligates the Holder of this
Treasury Unit Certificate to purchase, and the Company, to sell, on the Purchase
Contract Settlement Date, at a price equal to $50 in cash (the "Stated Amount"),
a number of shares of Common Stock equal to the Settlement Rate, unless on or
before the Purchase Contract Settlement Date there shall have occurred a
Termination Event or an Early Settlement with respect to the Treasury Unit of
which such Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof. The purchase price
(the "Purchase Price") for the shares of Common Stock purchased under each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the
Purchase Contract Settlement Date by application of the Proceeds from the
Treasury Securities at maturity pledged to secure the obligations under such
Purchase Contract of the Holder of the Treasury Unit of which such Purchase
Contract is a part.

          The Company shall pay on            ,       ,           and
                                   -----------  ------  ---------
            of each year (each, a "Payment Date"), commencing         , 20  , in
- -----------                                                   --------    --
respect of each Purchase Contract evidenced hereby, an amount (the "Contract
Adjustment Payments") equal to (a) if a Reset Transaction has not occurred,
    % per annum of the Stated Amount or (b) following the occurrence of a Reset
- ----
Transaction, the Adjusted Contract Adjustment Payment Rate related to such Reset
Transaction until any such succeeding Reset Transaction shall occur, in either
case, computed on the basis of (i) for any full quarterly period, a 360-day year
of twelve 30-day months, (ii) for any period shorter than a full quarterly
period, a 30-day month and (iii) for periods less than a month, the actual
number of days elapsed per 30-day period). Such Contract Adjustment Payments
shall be payable to the Person in whose name this Treasury Unit Certificate (or
a Predecessor Treasury Unit Certificate) is registered at the close of business
on the Record Date for such Payment Date.

          Contract Adjustment Payments will be payable at the office of the
Purchase Contract Agent in The City of New York or, at the option of the
Company, by check mailed to the address of the Person entitled thereto as such
address appears on the Treasury Unit Register.

          Reference is hereby made to the further provisions 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 Purchase Contract Agent by manual signature, this Treasury Unit Certificate
shall not be entitled to any benefit under the Purchase Contract Agreement or
the Pledge Agreement or be valid or obligatory for any purpose.

                                      B-2



          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                        DOMINION RESOURCES, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        HOLDER SPECIFIED ABOVE (as to
                                        obligations of such Holder under the
                                        Purchase Contracts evidenced hereby)


                                        By:                                    ,
                                            -----------------------------------
                                            not individually but solely as
                                            Attorney-in-Fact of such Holder


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

Dated:

                                      B-3



                        CERTIFICATE OF AUTHENTICATION OF
                             PURCHASE CONTRACT AGENT

          This is one of the Treasury Unit Certificates referred to in the
within mentioned Purchase Contract Agreement.


                                        By:                                    ,
                                            -----------------------------------
                                            as Purchase Contract Agent


                                        By:
                                            ----------------------------------
                                            Authorized Officer

                                      B-4



                 (FORM OF REVERSE OF TREASURY UNIT CERTIFICATE)

          Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of            , 20   (as may be supplemented from
                                -----------    --
time to time, the "Purchase Contract Agreement") between the Company and
                       as Purchase Contract Agent (including its successors
- ----------------------
thereunder, herein called the "Purchase Contract Agent"), to which the Purchase
Contract Agreement and supplemental agreements thereto reference is hereby made
for a description of the respective rights, limitations of rights, obligations,
duties and immunities thereunder of the Purchase Contract Agent, the Company and
the Holders and of the terms upon which the Treasury Unit Certificates are, and
are to be, executed and delivered.

          Each Purchase Contract evidenced hereby obligates the Holder of this
Treasury Unit Certificate to purchase, and the Company to sell, on the Purchase
Contract Settlement Date at a price equal to the Stated Amount (the "Purchase
Price") a number of shares of Common Stock of the Company equal to the
Settlement Rate, unless on or before the Purchase Contract Settlement Date:
there shall have occurred a Termination Event with respect to the Security of
which such Purchase Contract is a part or an Early Settlement shall have
occurred. The "Settlement Rate" is equal to:

          (1) if the Applicable Market Value (as defined below) is equal to or
     greater than $      (the "Threshold Appreciation Price"), 0.      shares of
                   -----                                         -----
     Common Stock per Purchase Contract;

          (2) if the Applicable Market Value is less than the Threshold
     Appreciation Price but greater than $      (the "Reference Price"), the
                                          -----
     number of shares of Common Stock per Purchase Contract having a value,
     based on the Applicable Market Value, equal to the Stated Amount; and

          (3) if the Applicable Market Amount is less than or equal to the
     Reference Price, then 0.      shares of Common Stock per Purchase Contract;
                             -----

in each case subject to adjustment as provided in the Purchase Contract
Agreement.

          No fractional shares of Common Stock will be issued upon settlement of
Purchase Contracts, as provided in the Purchase Contract Agreement.

          Each Purchase Contract evidenced hereby, which is settled either
through Early Settlement or Cash Settlement, shall obligate the Holder of the
related Treasury Unit to purchase at the Purchase Price for cash, and the
Company to sell, a number of newly issued shares of Common Stock equal to the
Early Settlement Rate or the Settlement Rate, as applicable.

          The "Applicable Market Value" means the average of the Closing Prices
per share of Common Stock on each of the 20 Trading Days ending on the third
Trading Day immediately preceding the Purchase Contract Settlement Date.

                                      B-5



          The "Closing Price" per share of Common Stock on any date of
determination means:

          (1) the closing sale price (or, if no closing price is reported, the
     last reported sale price) per share of Common Stock on the New York Stock
     Exchange (the "NYSE") on such date;

          (2) if the Common Stock is not listed for trading on the NYSE on any
     such date, the closing sale price per share as reported in the composite
     transactions for the principal United States securities exchange on which
     the Common Stock is so listed;

          (3) if the Common Stock is not so listed on a United States national
     or regional securities exchange, the closing sale price per share as
     reported by The Nasdaq Stock Market;

          (4) if the Common Stock is not so reported, the last quoted bid price
     per share for the Common Stock in the over-the-counter market as reported
     by the National Quotation Bureau or similar organization; or

          (5) if such bid price is not available, the average of the mid-point
     of the last bid and ask prices per share of the Common Stock on such date
     from at least three nationally recognized independent investment banking
     firms retained for this purpose by the Company.

          A "Trading Day" means a day on which the Common Stock (A) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (B) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.

          In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Treasury Unit shall pay the Purchase Price for the shares of
Common Stock purchased under each Purchase Contract evidenced hereby either by
effecting a Cash Settlement or an Early Settlement of each such Purchase
Contract or by applying the principal amount at maturity of the Pledged Treasury
Securities underlying such Holder's Treasury Units. A Holder of Treasury Units
who does not effect, before 11:00 a.m. (New York City time) on the Business Day
immediately preceding the Purchase Contract Settlement Date, an effective Cash
Settlement or an Early Settlement, shall pay the Purchase Price for the shares
of Common Stock to be issued under the related Purchase Contract from the
proceeds of the Pledged Treasury Securities.

          The Company shall not be obligated to issue any shares of Common Stock
in respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment of the aggregate purchase price for
the shares of Common Stock to be purchased thereunder in the manner herein set
forth.

          Each Purchase Contract evidenced hereby and all obligations and rights
of the Company and the Holder thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination Event, the Company shall give
written notice to the Purchase Contract Agent and to the Holders, at their
addresses as they appear in the Treasury Unit Register. Upon and after the
occurrence of a Termination Event, the Collateral Agent shall release the
Pledged Treasury Securities (as defined in the Pledge Agreement) forming a part
of each Treasury Unit. A Treasury

                                      B-6



Unit shall thereafter represent the right to receive the interest in the
Treasury Security forming a part of such Treasury Unit, in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement.

          The Treasury Unit Certificates are issuable only in registered form
and only in denominations of a single Treasury Unit and any integral multiple
thereof. The transfer of any Treasury Unit Certificate will be registered and
Treasury Unit Certificates may be exchanged as provided in the Purchase Contract
Agreement. The Treasury Unit Registrar may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents permitted by the
Purchase Contract Agreement. No service charge shall be required for any such
registration of transfer or exchange, but the Company and the Purchase Contract
Agent may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. A Holder who elects to
substitute Senior Notes for Treasury Securities, thereby recreating Corporate
Units, shall be responsible for any fees or expenses associated therewith.
Except as provided in the Purchase Contract Agreement, for so long as the
Purchase Contract underlying a Treasury Unit remains in effect, such Treasury
Unit shall not be separable into its constituent parts, and the rights and
obligations of the Holder of such Treasury Unit in respect of the Treasury
Security and the Purchase Contract constituting such Treasury Unit may be
transferred and exchanged only as a Treasury Unit.

          A Holder of Treasury Units may recreate Corporate Units by delivering
to the Collateral Agent Senior Notes with a principal amount equal to the
aggregate principal amount at maturity of the Pledged Treasury Securities in
exchange for the release of such Pledged Treasury Securities in accordance with
the terms of the Purchase Contract Agreement and the Pledge Agreement. From and
after such Collateral Substitution, the Holder's Security shall be referred to
as a "Corporate Unit." Such Collateral Substitution may cause the equivalent
aggregate principal amount of this Certificate to be increased or decreased;
provided, however, this Treasury Unit Certificate shall not represent more than
such maximum amount of Treasury Units as shall at the time be prescribed by the
applicable Clearing Agency. All such adjustments to the equivalent aggregate
principal amount of this Treasury Unit Certificate shall be duly recorded by
placing an appropriate notation on the Schedule attached hereto.

          A Holder of Corporate Units may recreate Treasury Units by delivering
to the Collateral Agent Treasury Securities in an aggregate principal amount at
maturity equal to the aggregate principal amount of the Pledged Senior Notes in
exchange for the release of such Pledged Senior Notes in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement. Any such
recreation of a Treasury Units may be effected only in multiples of 20 Corporate
Units for 20 Treasury Units.

          The Company shall pay, on each Payment Date, the Contract Adjustment
Payments payable in respect of each Purchase Contract to the Person in whose
name the Treasury Unit Certificate evidencing such Purchase Contract is
registered at the close of business on the Record Date for such Payment Date.
Contract Adjustment Payments will be payable at the office of the Purchase
Contract Agent in The City of New York or, at the option of the Company, by
check mailed to the address of the Person entitled thereto at such address as it
appears on the Treasury Unit Register.

                                      B-7



          The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights of the
Holders to receive and the obligation of the Company to pay Contract Adjustment
Payments, shall immediately and automatically terminate, without the necessity
of any notice or action by any Holder, the Purchase Contract Agent or the
Company, if, on or before the Purchase Contract Settlement Date, a Termination
Event shall have occurred. Upon the occurrence of a Termination Event, the
Company shall promptly but in no event later than two Business Days thereafter
give written notice to the Purchase Contract Agent, the Collateral Agent and the
Holders, at their addresses as they appear in the Treasury Unit Register. Upon
the occurrence of a Termination Event, the Collateral Agent shall release the
Treasury Securities from the Pledge in accordance with the provisions of the
Pledge Agreement. A Treasury Unit shall thereafter represent the right to
receive the interest in the Treasury Security forming a part of such Treasury
Unit, in accordance with the terms of the Purchase Contract Agreement and the
Pledge Agreement.

          Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
underlying Securities may be settled early ("Early Settlement") as provided in
the Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts evidenced by this Treasury
Unit the Holder of this Treasury Unit Certificate shall deliver this Treasury
Unit Certificate to the Purchase Contract Agent at the Corporate Trust Office
duly endorsed for transfer to the Company or in blank with the form of Election
to Settle Early set forth below duly completed and accompanied by payment in the
form of immediately available funds payable to the order of the Company in an
amount (the "Early Settlement Amount") equal to:

          (1) the product of (A) the Stated Amount times (B) the number of
     Purchase Contracts with respect to which the Holder has elected to effect
     Early Settlement, plus

          (2) if such delivery is made with respect to any Purchase Contracts
     during the period from the close of business on any Record Date for any
     Payment Date to the opening of business on such Payment Date, an amount
     equal to the Contract Adjustment Payments payable on such Payment Date with
     respect to such Purchase Contracts.

Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Pledged Treasury Securities underlying such Securities shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract forming part of a Treasury Unit as to which Early
Settlement is effected equal to 0.      shares of Common Stock per Purchase
                                  -----
Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be
adjusted in the same manner and at the same time as the Settlement Rate is
adjusted as provided in the Purchase Contract Agreement.

          Upon registration of transfer of this Treasury Unit Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Purchase Contract Agent
under the Purchase Contract Agreement), under the terms of the Purchase Contract
Agreement and the Purchase Contracts evidenced hereby and the transferor shall
be released from the obligations under the Purchase Contracts evidenced by this
Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by
its acceptance hereof, likewise covenants and agrees, to be bound by the
provisions of this paragraph.

                                      B-8



          The Holder of this Treasury Unit Certificate, by its acceptance
hereof, authorizes the Purchase Contract Agent to enter into and perform the
related Purchase Contracts forming part of the Treasury Units evidenced hereby
on its behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Purchase Contract Agent to enter into and perform the Purchase Contract
Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and
consents to the Pledge of the Treasury Securities underlying this Treasury Unit
Certificate under the Pledge Agreement. The Holder further covenants and agrees,
that, to the extent and in the manner provided in the Purchase Contract
Agreement and the Pledge Agreement, but subject to the terms thereof, payments
in respect of the aggregate principal amount of the Pledged Treasury Securities
at maturity shall be paid on the Purchase Contract Settlement Date by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right, title or
interest in such payments.

          Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.

          The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.

          The Company, the Purchase Contract Agent and its Affiliates and any
agent of the Company or the Purchase Contract Agent may treat the Person in
whose name this Treasury Unit Certificate is registered as the owner of the
Treasury Units evidenced hereby for the purpose of receiving payments of
Contract Adjustment Payments, performance of the Purchase Contracts and for all
other purposes whatsoever, whether or not any payments in respect thereof be
overdue and notwithstanding any notice to the contrary, and neither the Company,
the Purchase Contract Agent nor any such agent shall be affected by notice to
the contrary.

          The Purchase Contracts shall not, before the settlement thereof,
entitle the Holder to any of the rights of a holder of shares of Common Stock.
Upon settlement of the Purchase Contracts, the Holder will be entitled to all of
the rights of a holder of shares of Common Stock, including, without limitation,
the right to vote and receive dividends and other payments and to consent and
receive notice as a shareholder in respect of the meetings of shareholders and
for the election of directors of the Company and for all other matters, and all
other rights whatsoever as a shareholder of the Company.

          A copy of the Purchase Contract Agreement is available for inspection
at the offices of the Purchase Contract Agent.

                                      B-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

UNIF GIFT MIN ACT -       ---------------Custodian---------------

                          (cust)                           (minor)

                          Under Uniform Gifts to Minors Act of
                                                               -----------------

                          -------------------------------------
TEN ENT -                 as tenants by the entireties

JT TEN -                  as joint tenants with right of survivorship and not as
                          tenants in common

Additional abbreviations may also be used though not in the above list.

                                                    -------------------------

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

- --------------------------------------------------------------------------------
   (Please insert Social Security or Taxpayer I.D. or other Identifying Number
                                  of Assignee)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
  (Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Treasury Unit Certificates and all rights thereunder, hereby
irrevocably constituting and appointing
                                        ----------------------------------------
                                                                    attorney to
- -------------------------------------------------------------------
transfer said Treasury Unit Certificates on the books of Dominion Resources,
Inc. with full power of substitution in the premises.


Dated:
       -------------------              ----------------------------------------
                                        Signature

                                        NOTICE: The signature to this assignment
                                        must correspond with the name as it
                                        appears upon the face of the within
                                        Treasury Unit Certificates in every
                                        particular, without alteration or
                                        enlargement or any change whatsoever.


Signature Guarantee:
                     -----------------------------------

                                      B-10



                             SETTLEMENT INSTRUCTIONS

          The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Purchase Contract Settlement
Date of the Purchase Contracts underlying the number of Treasury Units evidenced
by this Treasury Unit Certificate be registered in the name of, and delivered,
together with a check in payment for any fractional share, to the undersigned at
the address indicated below unless a different name and address have been
indicated below. If shares are to be registered in the name of a Person other
than the undersigned, the undersigned will pay any transfer tax payable incident
thereto.

Dated:
       -----------------------          ----------------------------------------
                                        Signature


                                        Signature Guarantee:
                                                             -------------------
                                        (if assigned to another person)

If shares are to be registered in the   REGISTERED HOLDER
name of and delivered to a Person
other than the Holder, please (i)
print such Person's name and address
and (ii) provide a guarantee of your
signature:

                                        Please print name and address of
                                        Registered Holder:

- -------------------------------------   ----------------------------------------
                 Name                                    Name

- -------------------------------------   ----------------------------------------
                Address                                 Address

- -------------------------------------   ----------------------------------------

- -------------------------------------   ----------------------------------------

- -------------------------------------   ----------------------------------------

Social Security or other
Taxpayer Identification                 ----------------------------------------
Number, if any

                                      B-11



                            ELECTION TO SETTLE EARLY

          The undersigned Holder of this Treasury Unit Certificate irrevocably
exercises the option to effect Early Settlement in accordance with the terms of
the Purchase Contract Agreement with respect to the Purchase Contracts
underlying the number of Treasury Units evidenced by this Treasury Unit
Certificate specified below. The option to effect Early Settlement may be
exercised only with respect to Purchase Contracts underlying Treasury Units with
an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The
undersigned Holder directs that a certificate for shares of Common Stock
deliverable upon such Early Settlement be registered in the name of, and
delivered, together with a check in payment for any fractional share and any
Treasury Unit Certificate representing any Treasury Unit evidenced hereby as to
which Early Settlement of the related Purchase Contracts is not effected, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. Pledged Treasury Securities deliverable upon such
Early Settlement will be transferred in accordance with the transfer
instructions set forth below. If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any transfer tax
payable incident thereto.


Dated:
       ---------------------------           -----------------------------------
                                                          Signature


Signature Guarantee:
                     -------------------------------------

                                      B-12



          Number of Securities evidenced hereby as to which Early Settlement of
the related Purchase Contracts is being elected:

If shares of Common Stock or Treasury   REGISTERED HOLDER
Unit Certificates are to be
registered in the name of and
delivered to, and Pledged Treasury
Securities are to be transferred to,
a Person other than the Holder,
please print such
Person's name and address:

                                        Please print name and ddress of a
                                        Registered Holder:

- -------------------------------------   ----------------------------------------
                 Name                                    Name

- -------------------------------------   ----------------------------------------
                Address                                 Address

- -------------------------------------   ----------------------------------------

- -------------------------------------   ----------------------------------------

- -------------------------------------   ----------------------------------------

Social Security or other
Taxpayer Identification                 ----------------------------------------
Number, if any

Transfer Instructions for Pledged Treasury Securities Transferable Upon Early
Settlement or a Termination Event:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

                                      B-13



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

          The following increases or decreases in this Global Certificate have
been made:



- ---------------------------------------------------------------------------------------------------
           Amount of decrease   Amount of increase      Number of Corporate       Signature of
              in Number of         in Number of      Units evidenced by this   authorized officer
             Corporate Units      Corporate Units      Global Certificate      of Purchase Contract
            evidenced by the     evidenced by the        following such        Agent or Securities
  Date     Global Certificate   Global Certificate     decrease or increase         Custodian
- ---------------------------------------------------------------------------------------------------
                                                                   

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------


                                      B-14



                                                                       EXHIBIT C

                  NOTICE FROM HOLDER TO PURCHASE CONTRACT AGENT
   (Election for Creation of Treasury Units or Recreation of Corporate Units)

                         , as Purchase Contract Agent
- -------------------------

- -------------------------

- -------------------------

Attention:
           --------------

          Re:  [Corporate Units] [Treasury Units] of Dominion
               Resources, Inc.            Equity Income Securities
                               ----------
               --------------------------------------------------

          Reference is made to the Purchase Contract Agreement, dated as of
           , 20   (the "Purchase Contract Agreement"), between Dominion
- -----------    --
Resources, Inc. (the "Company") and you, as Purchase Contract Agent and as
Attorney-in-Fact for the Holders of the Purchase Contracts. All capitalized
terms that are used but not defined herein have the meanings assigned to them in
the Purchase Contract Agreement.

          The undersigned Holder hereby notifies you in accordance with Section
[3.13] [3.14] of the Purchase Contract Agreement, that such Holder has elected
to [create][recreate]          [Treasury Units] [Corporate Units] by
                      --------
substitution of $           aggregate principal amount of [Treasury Securities]
                 ----------
[Senior Notes] for the [Pledged Senior Notes] [Pledged Treasury Securities] held
in the Collateral Account, in accordance with the Pledge Agreement.

          The undersigned Holder hereby acknowledges that such Holder may
[create Treasury Units] [recreate Corporate Units] only in integral multiples of
20 [Corporate Units] [Treasury Units].

                                        ----------------------------------------
                                                     Name of Holder


                                        ----------------------------------------
                                                       Signature


                                        Signature Guarantee:
                                                            --------------------

                                        Date:
                                              ----------------------------------

Please print name and address of Registered Holder:

- -----------------------------------------------------------
Name

- -----------------------------------------------------------
Social Security or other Taxpayer Identification Number, if any



- -----------------------------------------------------------

- -----------------------------------------------------------
Address

                                      C-2



                                                                       EXHIBIT D

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

                         , as Purchase Contract Agent
- -------------------------

- -------------------------

- -------------------------

Attention:
           --------------

          Re:         [Corporate Units] [Treasury Units] of Dominion Resources,
              -------
              Inc. (the "Company")             Equity Income Securities
                                   -----------

          The undersigned Holder hereby notifies you that it has Transferred to
                         , as Securities Intermediary, for credit to the
- -------------------------
Collateral Account, $       aggregate principal amount of [Senior Notes]
                     ------
[Treasury Securities] in exchange for the [Pledged Senior Notes] [Pledged
Treasury Securities] held in the Collateral Account, in accordance with the
Pledge Agreement, dated as of            , 20   (the "Pledge Agreement"; unless
                              -----------    --
otherwise defined herein, terms defined in the Pledge Agreement are used herein
as defined therein), between you, the Company, the Collateral Agent and the
Securities Intermediary. The undersigned Holder has paid all applicable fees
relating to such exchange. The undersigned Holder hereby instructs you to
instruct the Collateral Agent to release to you on behalf of the undersigned
Holder the [Pledged Senior Notes] [Pledged Treasury Securities] related to the
above-captioned [Corporate Units] [Treasury Units].


Date:
      -----------------------           ----------------------------------------
                                                        Signature


                                        Signature Guarantee:
                                                            --------------------

Please print name and address of Registered Holder:

- -------------------------------------   ----------------------------------------
Name                                    Social Security or other Taxpayer
                                        Identification Number, if any

Address

- -------------------------------------

- -------------------------------------

- -------------------------------------



                                                                       EXHIBIT E

                       NOTICE FROM PURCHASE CONTRACT AGENT
                                   TO HOLDERS
         (Transfer of Collateral upon Occurrence of a Termination Event)

[HOLDER]

- -------------------------

- -------------------------

Attention:
Telecopy:
          ----------

          Re:          [Corporate Units] [Treasury Units] of Dominion Resources,
               -------
               Inc. (the "Company")             Equity Income Securities
                                    -----------

          Please refer to the Purchase Contract Agreement, dated as of
           , 20   (the "Purchase Contract Agreement"; unless otherwise defined
- -----------    --
herein, terms defined in the Purchase Contract Agreement are used herein as
defined therein), among the Company and the undersigned, as Purchase Contract
Agent and as attorney-in-fact for the holders of Corporate Units and Treasury
Units from time to time.

          We hereby notify you that a Termination Event has occurred and that
[the Senior Notes][the Treasury Securities][the Treasury Portfolio Interest]
underlying your ownership interest in       [Corporate Units][Treasury Units]
                                      -----
have been released and are being held by us for your account pending receipt of
transfer instructions with respect to such [Senior Notes][Treasury
Securities][Treasury Portfolio Interest] (the "Released Securities").

          Under Section 3.15 of the Purchase Contract Agreement, we hereby
request written transfer instructions with respect to the Released Securities.
Upon receipt of your instructions and upon transfer to us of your [Corporate
Units][Treasury Units] effected through book-entry transfer or by delivery to us
of your [Corporate Unit Certificate][Treasury Unit Certificate], we shall
transfer the Released Securities by book-entry transfer, or other appropriate
procedures, in accordance with your instructions. In the event you fail to
effect such transfer or delivery, the Released Securities and any interest
thereon, shall be held in our name or in the name of our nominee in trust for
your benefit, until the earlier of such time as (A) such [Corporate
Units][Treasury Units] are transferred or your [Corporate Unit
Certificate][Treasury Unit Certificate] is surrendered or satisfactory evidence
is provided that your [Corporate Unit Certificate][Treasury Unit Certificate]
has been destroyed, lost or stolen, together with any indemnification that we or
the Company may require and (B) the expiration of the time period specified in
the abandoned property laws of the relevant state.


Date:                                   By:                                    ,
      --------------                        -----------------------------------
                                            as Purchase Contract Agent

                                            ------------------------------------
                                            Name:
                                            Title:



                                                                       EXHIBIT F

                            NOTICE TO SETTLE BY CASH

                         , as Purchase Contract Agent
- -------------------------

- -------------------------

- -------------------------

Attention:
           --------------------------

          Re:          [Corporate Units] [Treasury Units] of Dominion Resources,
              --------
               Inc. (the "Company")             Equity Income Securities
                                    -----------

          The undersigned Holder hereby irrevocably notifies you in accordance
with Section 5.9 of the Purchase Contract Agreement, dated as of          ,   20
                                                                 ---------  --
(the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and you, as Purchase Contract Agent and as Attorney-in-Fact
for the Holders of the Purchase Contracts, that such Holder has elected to pay
to the Securities Intermediary for deposit in the Collateral Account, before
11:00 a.m. (New York City time) on the [fifth Business Day][Business Day]
immediately preceding the Purchase Contract Settlement Date (in lawful money of
the United States by certified or cashiers' check or wire transfer, in
immediately available funds), $       as the Purchase Price for the shares of
                               ------
Common Stock issuable to such Holder by the Company under the related Purchase
Contract on the Purchase Contract Settlement Date. The undersigned Holder hereby
instructs you to notify promptly the Collateral Agent of the undersigned
Holder's election to make such cash settlement with respect to the Purchase
Contracts related to such Holder's [Corporate Units] [Treasury Units] and to
release the related [Senior Notes] [Treasury Securities] to such Holder upon
such Cash Settlement.


Date:
      -----------------------           ----------------------------------------
                                                        Signature


                                        Signature Guarantee:
                                                            --------------------



Please print name and address of Registered Holder:

- -------------------------------------   ----------------------------------------
Name                                    Social Security or other Taxpayer
                                        Identification Number, if any

Address

- -------------------------------------

- -------------------------------------

- -------------------------------------

                                      F-2



                                                                       EXHIBIT G

                       NOTICE FROM PURCHASE CONTRACT AGENT
                    TO COLLATERAL AGENT AND INDENTURE TRUSTEE
              (Settlement of Purchase Contract through Remarketing)

- -------------------------

- -------------------------

- -------------------------

Attention:
           --------------
Telecopy: (___)
                ---------

JPMORGAN CHASE BANK, as Indenture Trustee
4 New York Plaza
New York, New York 10004
Attention:  Institutional Trust Services
Telecopy: :  (212) 946-8159/8160

          Re:  Corporate Units of Dominion Resources, Inc. (the "Company")
                           Equity Income Securities
               -----------

          Please refer to the Purchase Contract Agreement, dated as of
           , 20   (the "Purchase Contract Agreement"; unless otherwise defined
- -----------    --
herein, terms defined in the Purchase Contract Agreement are used herein as
defined therein), between the Company and the undersigned, as Purchase Contract
Agent and as attorney-in-fact for the holders of             Equity Income
                                                 -----------
Securities from time to time.

          In accordance with Section 5.4[(b)][(d)] of the Purchase Contract
Agreement [and based on Early Settlements and Collateral Substitutions occurring
on or before 5:00 p.m. (New York City time) on the Election Date][and based on
instructions received from Holders of Corporate Units before 5:00 p.m. (New York
City time) on the sixth Business Day immediately preceding the Purchase Contract
Settlement Date and notice from the Securities Intermediary regarding Cash
Settlements received before 11:00 a.m. (New York City time) on the fifth
Business Day immediately preceding the Purchase Contract Settlement Date], we
hereby notify you that $      in aggregate principal amount of Pledged Senior
                        -----
Notes is to be tendered for purchase in the Remarketing.


Date:                                   By:                       , as Purchase
      --------------                        ----------------------
                                            Contract Agent

                                            ------------------------------------
                                            Name:
                                            Title:



                                                                       EXHIBIT H

                     NOTICE FROM HOLDER TO INDENTURE TRUSTEE
       (Election to Tender for Purchase Senior Notes in the Remarketing)

JPMorgan Chase Bank, as Indenture Trustee
4 New York Plaza
New York, New York 1004
Attention:  Institutional Trust Services
Telecopy: :  (212) 946-8159/8160

          Re:  $           in aggregate principal amount of 20   Series       %
                ----------                                    --        - ----
               Senior Notes due              of Dominion Resources, Inc., a
                                ------------
               Virginia corporation (the "Company")

          The undersigned Holder hereby irrevocably notifies you in accordance
with [Section 5.4(c)(i)] of the Purchase Contract Agreement, dated as of
           , 20   (the "Purchase Contract Agreement"; unless otherwise defined
- -----------    --
herein, terms defined in the Purchase Contract Agreement are used herein as
defined therein), between the Company and                       , as Purchase
                                          ----------------------
Contract Agent, that it is a Holder of [____ Treasury Units that continues to
hold the Senior Notes that were originally part of the ____ Corporate Units
before they were converted into Treasury Units] [____ Corporate Units that
effected Early Settlement but continues to hold the Senior Notes originally part
of the ____ Corporate Units] [____ Treasury Units that effected Early Settlement
but continues to hold the Senior Notes originally part of the ____ Corporate
Units that were converted into the ____ Treasury Units] and it is electing to
tender for purchase in the Remarketing $      in aggregate principal amount of
                                        -----
Senior Notes.


Date:
      -----------------------           ----------------------------------------
                                                        Signature


                                        Signature Guarantee:
                                                            --------------------

CC:
    --------------------------



Please print name and address of Registered Holder:

- -------------------------------------   ----------------------------------------
Name                                    Social Security or other Taxpayer
                                         Identification Number, if any
Address

- -------------------------------------

- -------------------------------------

- -------------------------------------

EX-4.13

                                                                    Exhibit 4.13

================================================================================

                            DOMINION RESOURCES, INC.

                                       and

           --------------------------------------, as Collateral Agent


                                       and

      ---------------------------------------, as Securities Intermediary


                                       and

       -------------------------------------, as Purchase Contract Agent


                       ----------------------------------


                                PLEDGE AGREEMENT

                          Dated as of -----------, 20--


================================================================================




                                Table of Contents



                                                                                             Page
                                                                                             ----
                                                                                            
Section 1   Definitions.......................................................................  2

Section 2   Pledge............................................................................  6
         Section 2.1   Pledge.................................................................  6
         Section 2.2   Control; Financing Statement...........................................  6
         Section 2.3   Termination............................................................  6

Section 3   Distributions on Pledged Collateral...............................................  6
         Section 3.1   Income Distributions...................................................  6
         Section 3.2   Principal Payments Following Termination Event.........................  7
         Section 3.3   Principal Payments Before or On Purchase Contract Settlement Date......  7
         Section 3.4   Payments to Purchase Contract Agent....................................  7
         Section 3.5   Assets Not Properly Released...........................................  8

Section 4   Control...........................................................................  8
         Section 4.1   Establishment of Collateral Account....................................  8
         Section 4.2   Treatment as Financial Assets..........................................  8
         Section 4.3   Sole Control by Collateral Agent.......................................  8
         Section 4.4   Securities Intermediary's Location.....................................  9
         Section 4.5   No Other Claims........................................................  9
         Section 4.6   Investment and Release.................................................  9
         Section 4.7   Statements and Confirmations...........................................  9
         Section 4.8   Tax Allocations........................................................  9
         Section 4.9   No Other Agreements.................................................... 10
         Section 4.10  Powers Coupled With An Interest........................................ 10

Section 5   Initial Deposit; Establishment of Treasury Units and Reestablishment of
               Corporate Units................................................................ 10
         Section 5.1   Initial Deposit of Senior Notes........................................ 10
         Section 5.2   Establishment of Treasury Units........................................ 10
         Section 5.3   Reestablishment of Corporate Units..................................... 11
         Section 5.4   Termination Event...................................................... 12





                                                                                            
         Section 5.5   Cash Settlement........................................................ 13
         Section 5.6   Early Settlement....................................................... 15
         Section 5.7   Optional Remarketing................................................... 16
         Section 5.8   Application of Proceeds in Settlement; Remarketing..................... 15

Section 6   Voting Rights..................................................................... 20

Section 7   Rights and Remedies; Tax Event Redemption; Substitution........................... 20
         Section 7.1   Rights and Remedies of the Collateral Agent............................ 20
         Section 7.2   Tax Event Redemption................................................... 21
         Section 7.3   Substitutions ......................................................... 22

Section 8   Representations and Warranties; Covenants......................................... 22
         Section 8.1   Representations and Warranties......................................... 22
         Section 8.2   Covenants.............................................................. 22

Section 9   The Collateral Agent and the Securities Intermediary.............................. 23
         Section 9.1   Appointment, Powers and Immunities..................................... 23
         Section 9.2   Instructions of the Company............................................ 24
         Section 9.3   Reliance by Collateral Agent and Securities Intermediary............... 24
         Section 9.4   Rights in Other Capacities............................................. 24
         Section 9.5   Non-Reliance on Collateral Agent and Securities Intermediary........... 25
         Section 9.6   Compensation and Indemnity............................................. 25
         Section 9.7   Failure to Act......................................................... 25
         Section 9.8   Resignation of Collateral Agent and Securities Intermediary............ 26
         Section 9.9   Right to Appoint Agent or Advisor...................................... 28
         Section 9.10  Survival............................................................... 28
         Section 9.11  Exculpation............................................................ 28

Section 10  Amendment......................................................................... 28
         Section 10.1  Amendment Without Consent of Holders................................... 28
         Section 10.2  Amendment with Consent of Holders...................................... 29
         Section 10.3  Execution of Amendments................................................ 29
         Section 10.4  Effect of Amendments................................................... 29
         Section 10.5  Reference to Amendments................................................ 30



                                      -ii-



                                                                                            
Section 11  Miscellaneous..................................................................... 30
         Section 11.1  No Waiver.............................................................. 30
         Section 11.2  Governing Law.......................................................... 30
         Section 11.3  Notices................................................................ 31
         Section 11.4  Successors and Assigns................................................. 31
         Section 11.5  Counterparts........................................................... 31
         Section 11.6  Severability........................................................... 31
         Section 11.7  Expenses, etc.......................................................... 31
         Section 11.8  Security Interest Absolute............................................. 32



EXHIBIT A   Instruction from Purchase Contract Agent to Collateral Agent
            (Establishment of Treasury Units)

EXHIBIT B   Instruction from Collateral Agent to Securities Intermediary
            (Establishment of Treasury Units)

EXHIBIT C   Instruction from Purchase Contract Agent to Collateral Agent
            (Reestablishment of Corporate Units)

EXHIBIT D   Instruction from Collateral Agent to Securities Intermediary
            (Reestablishment of Corporate Units)

EXHIBIT E   Notice of Cash Settlement from the Securities Intermediary to the
            Purchase Contract Agent

                                      -iii-



          PLEDGE AGREEMENT, dated as of            , 20  , among DOMINION
                                        -----------    --
     RESOURCES, INC., a Virginia corporation (the "Company"),
                                           , a national banking association, not
     --------------------------------------
     individually but solely as collateral agent (in such capacity, together
     with its successors in such capacity, the "Collateral Agent"),
                                           , not individually but solely in its
     --------------------------------------
     capacity as a securities intermediary with respect to the Collateral
     Account (in such capacity, together with its successors in such capacity,
     the "Securities Intermediary"), and                                       ,
                                         --------------------------------------
     a New York banking corporation, not individually but solely as purchase
     contract agent and as attorney-in-fact of the Holders from time to time of
     the Securities (in such capacity, together with its successors in such
     capacity, the "Purchase Contract Agent") under the Purchase Contract
     Agreement.

                                    RECITALS

          The Company and the Purchase Contract Agent are parties to the
     Purchase Contract Agreement dated as of the date hereof (as modified and
     supplemented and in effect from time to time, the "Purchase Contract
     Agreement"), under which there are being issued
                                                     ----------------------
     equity income securities (the "Securities") (or               Securities if
                                                     -------------
     the purchaser of the Certificates exercises its overallotment option in
     full), all of which will initially be Corporate Units.

          Each Corporate Unit, at issuance, consists of a unit comprised of (a)
     one stock purchase contract (the "Purchase Contract") under which (i) the
     Holder will purchase from the Company not later than the Purchase Contract
     Settlement Date, for an amount equal to $50 (the "Stated Amount"), a number
     of shares of Common Stock equal to the Settlement Rate or Early Settlement
     Rate, as the case may be, then in effect and (ii) the Company will pay the
     Holder Contract Adjustment Payments and (b) either beneficial ownership of
     (1) a 20   Series      % Senior Note due            of the Company (a
             --        - ---                  ----------
     "Senior Note"), having a principal amount equal to the Stated Amount and
     maturing on                      or (2) following a Remarketing or Tax
                 --------------------
     Event Redemption of the Senior Note, in accordance with the Purchase
     Contract Agreement, the Remarketing Agreement or the Supplemental
     Indenture, as applicable, the Treasury Portfolio Interest, subject to the
     termination or settlement of the Purchase Contracts.

          In accordance with the terms of the Purchase Contract Agreement, a
     Holder of Corporate Units may separate the Senior Notes from the related
     Purchase Contracts by substituting on or before the Election Date, for such
     Senior Notes, Treasury Securities that will pay on maturity in the
     aggregate an amount equal to the aggregate Stated Amount of such Corporate
     Units. Upon such substitution, the Corporate Units will become Treasury
     Units in accordance with the terms of the Purchase Contract Agreement. Each
     Treasury Unit will be comprised of (a) one Purchase Contract and (b) a 1/20
     undivided beneficial interest in a Treasury Security, subject to the
     termination or settlement of the Purchase Contracts.

          Under the terms of the Purchase Contract Agreement and the Purchase
     Contracts, the Holders of the Securities have irrevocably authorized the
     Purchase Contract Agent, as attorney-in-fact of such Holders, among other
     things, to execute and deliver this




     Agreement on behalf of such Holders and to grant the pledge provided herein
     of the Collateral Account to secure the Obligations.

          Accordingly, the Company, the Collateral Agent, the Securities
     Intermediary and the Purchase Contract Agent, on its own behalf and as
     attorney-in-fact of the Holders from time to time of the Securities, agree
     as follows:

Section 1 Definitions

For all purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:

          (a) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

          (b) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, Exhibit or other subdivision;

          (c) the following terms which are defined in the UCC shall have the
meanings set forth therein: "certificated security," "control," "financial
asset," "entitlement order," "securities account" and "security entitlement;"

          (d) the following terms and any other terms not defined in this
Agreement have the meanings assigned to them in the Purchase Contract Agreement:
"Act," "Bankruptcy Code," "Board Resolution," "Business Day," "Cash Settlement,"
"Certificate," "Common Stock," "Contract Adjustment Payments," "Corporate Unit,"
"Early Settlement," "Early Settlement Amount," "Early Settlement Rate," "Failed
Remarketing," "Holder," "Indenture Trustee," "Officers' Certificate," "Opinion
of Counsel," "Outstanding Securities," "Person," "Purchase Contract Settlement
Date," "Purchase Price," "Quotation Agent," "Remarketing," "Remarketing Agent,"
"Remarketing Agreement," "Settlement Rate," "Successful Remarketing,"
"Supplemental Indenture," "Tax Event Redemption," "Tax Event Redemption Date,"
"Termination Event," "Treasury Portfolio Interest," "Treasury Portfolio Return"
and "Treasury Unit;"

          (e) the following terms have the meanings given to them in this
section 1(e):

          "Agreement" means this Pledge Agreement, as the same may be amended,
     modified or supplemented from time to time.

          "Cash" means any coin or currency of the United States as at the time
     shall be legal tender for payment of public and private debts.

          "Collateral" means the collective reference to:

               (1) the Collateral Account;

               (2) all investment property and other financial assets from time
          to time credited to the Collateral Account, including, without
          limitation, (A) any Senior Notes or any Treasury Portfolio Interest
          then a component of the Corporate Units,

                                       2



          and in each case, security entitlements relating thereto, (B) any
          Treasury Securities and security entitlements relating thereto
          delivered from time to time upon establishment of Treasury Units in
          accordance with Section 5.2 hereof and (C) payments made by Holders
          under Section 5.5 hereof;

               (3) all Proceeds of any of the foregoing (whether such Proceeds
          arise before or after the commencement of any proceeding under any
          applicable bankruptcy, insolvency or other similar law, by or against
          the pledgor or with respect to the pledgor); and

               (4) all powers and rights now owned or hereafter acquired under
          or with respect to the Collateral Account.

          "Collateral Account" means the Securities Account No.
                                                               --------------
     entitled "                                      , as Collateral Agent,
               --------------------------------------                       ----
     Securities Account (Dominion Resources, Inc.)" maintained by the Securities
     Intermediary for the Purchase Contract Agent on behalf of and as
     attorney-in-fact for the Holders.

          "Collateral Agent" means the Person named as the "Collateral Agent" in
     the paragraph preceding the recitals of this Agreement until a successor
     shall have become such in accordance with the terms of this Agreement, and
     thereafter "Collateral Agent" shall mean such successor.

          "Company" means the Person named as the "Company" in the first
     paragraph of this instrument until a successor shall have become such, and
     thereafter "Company" shall mean such successor.

          "Obligations" means, with respect to each Holder, the collective
     reference to all obligations and liabilities of such Holder under such
     Holder's Purchase Contract and this Agreement or any other document made,
     delivered or given in connection herewith or therewith, in each case
     whether on account of principal, interest (including, without limitation,
     interest accruing before and after the filing of any petition in
     bankruptcy, or the commencement of any insolvency, reorganization or like
     proceeding, relating to such Holder, whether or not a claim for post-filing
     or post-petition interest is allowed in such proceeding), fees,
     indemnities, costs, expenses or otherwise (including, without limitation,
     all fees and disbursements of counsel to the Company or the Collateral
     Agent or the Securities Intermediary that are required to be paid by the
     Holder under the terms of any of the foregoing agreements).

          "Permitted Investments" means any one of the following which shall
     mature not later than the next succeeding Business Day:

               (1) any evidence of indebtedness with an original maturity of 365
          days or less issued, or directly and fully guaranteed or insured, by
          the United States of America or any agency or instrumentality thereof
          (provided that the full faith and credit of the United States of
          America is pledged in support of the timely payment thereof or such
          indebtedness constitutes a general obligation of it);

               (2) deposits, certificates of deposit or acceptances with an
          original maturity of 365 days or less of any institution which is a
          member of the Federal Reserve System having combined capital and
          surplus and undivided profits of not

                                       3



          less than $200,000,000 at the time of deposit, which may include the
          Collateral Agent or any of its affiliates;

               (3) investments with an original maturity of 365 days or less of
          any Person that are fully and unconditionally guaranteed by a bank
          referred to in clause (2);

               (4) repurchase agreements and reverse repurchase agreements
          relating to marketable direct obligations issued or unconditionally
          guaranteed by the United States Government or issued by any agency
          thereof and backed as to timely payment by the full faith and credit
          of the United States Government;

               (5) investments in commercial paper, other than commercial paper
          issued by the Company or its affiliates, of any corporation
          incorporated under the laws of the United States or any State thereof,
          which commercial paper has a rating at the time of purchase at least
          equal to "A-1" by Standard & Poor's Ratings Services ("S&P") or at
          least equal to "P-1" by Moody's Investors Service, Inc. ("Moody's");
          and

               (6) investments in money market funds registered under the
          Investment Company Act of 1940, as amended, rated in the highest
          applicable rating category by S&P or Moody's, which may include such
          money market funds offered, administered or serviced by the Collateral
          Agent or any of its affiliates.

          "Pledge" means the lien and security interest created by this
     Agreement.

          "Pledged Senior Notes" means the Senior Notes and security
     entitlements with respect thereto from time to time credited to the
     Collateral Account and not then released from the Pledge.

          "Pledged Treasury Portfolio Interest" means the Treasury Portfolio
     Interest and security entitlements with respect thereto from time to time
     credited to the Collateral Account and not then released from the Pledge.

          "Pledged Treasury Securities" means Treasury Securities and security
     entitlements with respect thereto from time to time credited to the
     Collateral Account and not then released from the Pledge.

          "Proceeds" has the meaning ascribed thereto in the UCC and includes,
     without limitation, all interest, dividends, cash, instruments, securities,
     financial assets (as defined in (S) 8-102(a)(9) of the UCC) and other
     property received, receivable or otherwise distributed upon the sale,
     exchange, collection or disposition of any financial assets from time to
     time held in the Collateral Account.

          "Purchase Contract Agent" has the meaning specified in the paragraph
     preceding the recitals of this Agreement until a successor shall have
     become such in accordance with the terms of the Purchase Contract
     Agreement, and thereafter "Purchase Contract Agent" shall mean such
     successor.

                                       4



          "Purchase Contract Agreement" has the meaning specified in the first
     paragraph of the recitals of this Agreement.

          "Securities Intermediary" means the Person named as the "Securities
     Intermediary" in the paragraph preceding the recitals until a successor
     shall have become such in accordance with the terms of this Agreement, and
     thereafter "Securities Intermediary" shall mean such successor.

          "Separated Senior Notes" means any Senior Notes that are not Pledged
     Senior Notes.

          "TRADES" means the Treasury/Reserve Automated Debt Entry System
     maintained by the Federal Reserve Bank of New York under the TRADES
     Regulations.

          "TRADES Regulations" means the regulations of the United States
     Department of the Treasury, published at 31 C.F.R. Part 357, an amended
     from time to time. Unless otherwise defined herein, all terms defined in
     the TRADES Regulations are used herein as therein defined.

          "Transfer" means:

               (1) in the case of certificated securities in registered form,
          delivery as provided in (S)8-301(a) of the UCC, indorsed to the
          transferee or in blank by an effective indorsement

               (2) in the case of Treasury Securities, registration of the
          transferee as the owner of such Treasury Securities on TRADES; and

               (3) in the case of security entitlements, including, without
          limitation, security entitlements with respect to Treasury Securities,
          a securities intermediary indicating by book entry that such security
          entitlement has been credited to the transferee's securities account.

          "Treasury Security" means a zero-coupon U.S. Treasury Security which
     has a principal amount at maturity of $1,000 and matures on or before the
     Business Day before the Purchase Contract Settlement Date.

          "UCC" means the Uniform Commercial Code as in effect in the State of
     New York from time to time.

          "Value" means, with respect to any item of Collateral on any date, as
     to (i) Cash, the face amount thereof, (ii) Senior Notes, the aggregate
     principal amount thereof, (iii) Treasury Securities, the aggregate
     principal amount thereof at maturity, and (iv) Treasury Portfolio Interest,
     the aggregate principal amount thereof at maturity.

                                       5



Section 2 Pledge

     Section 2.1 Pledge

          Each Holder, acting through the Purchase Contract Agent as such
Holder's attorney-in-fact, hereby pledges and grants to the Collateral Agent, as
agent of and for the benefit of the Company, a continuing first priority
security interest in and to, and a lien upon and right of set off against, all
of such Holder's right, title and interest in and to the Collateral to secure
the prompt and complete payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of the Obligations. The Collateral Agent
shall have all of the rights, remedies and recourses with respect to the
Collateral afforded a secured party by the UCC, in addition to, and not in
limitation of, the other rights, remedies and recourses afforded to the
Collateral Agent by this Agreement.

     Section 2.2 Control; Financing Statement

          (a) The Collateral Agent shall have control of the Collateral Account
under the provisions of Section 4.3 of this Agreement.

          (b) On the date of initial issuance of the Securities, the Company
shall file in the Office of the Secretary of State of the State of New York, a
financing statement with the Purchase Contract Agent, as attorney-in-fact for
the Holders, as debtor, and the Collateral Agent, as the secured party,
describing the Collateral.

     Section 2.3 Termination

          As to each Holder, this Agreement and the Pledge created hereby shall
terminate upon the satisfaction of such Holder's Obligations. Upon termination,
the Securities Intermediary shall, under written instructions received from the
Purchase Contract Agent, Transfer any remaining Collateral to the Purchase
Contract Agent for distribution to such Holder in accordance with its interest,
free and clear of any lien, pledge or security interest created hereby.

Section 3 Distributions on Pledged Collateral

     Section 3.1 Income Distributions

          All income distributions, including interest, received by the
Securities Intermediary or the Collateral Agent on account of the Pledged Senior
Notes, Pledged Treasury Portfolio Interest, Pledged Treasury Securities or
Permitted Investments from time to time held in the Collateral Account shall be
distributed to the Purchase Contract Agent for the benefit of the applicable
Holders as provided in the Purchase Contracts. Notwithstanding the foregoing,
income distributions, including interest payments received by the Securities
Intermediary or the Collateral Agent on account of the Treasury Portfolio
Interest, shall not exceed the Treasury Portfolio Return.

                                       6



     Section 3.2 Principal Payments Following Termination Event

          All payments received by the Collateral Agent or the Securities
Intermediary following a Termination Event with respect to (1) the Pledged
Senior Notes or security entitlement with respect thereto, (2) the Pledged
Treasury Portfolio Interest or security entitlement with respect thereto or (3)
the Pledged Treasury Securities or security entitlement with respect thereto,
shall, in each case, be distributed to the Purchase Contract Agent for the
benefit of the applicable Holders for distribution to such Holders in accordance
with their respective interests.

     Section 3.3 Principal Payments Before or On Purchase Contract Settlement
                 Date

          (a) Subject to the provisions of Section 7.2, and except as provided
in clause 3.3(b) below, if, to the knowledge of the Collateral Agent and the
Securities Intermediary, no Termination Event shall have occurred, all payments
received by the Collateral Agent or the Securities Intermediary of (1) the
principal amount with respect to the Pledged Senior Notes or security
entitlement with respect thereto, (2) the principal amount with respect to the
Pledged Treasury Portfolio Interest or security entitlement with respect thereto
or (3) the principal amount with respect to the Pledged Treasury Securities or
security entitlement with respect thereto, shall be held and invested at the
written direction of the Company in Permitted Investments until the Purchase
Contract Settlement Date and on the Purchase Contract Settlement Date
distributed to the Company as provided in Section 5.8 hereof. Any balance
remaining in the Collateral Account shall be distributed to the Purchase
Contract Agent for the benefit of the applicable Holders for distribution to
such Holders in accordance with their respective interests. The Company shall
instruct the Securities Intermediary or the Collateral Agent, as applicable, as
to the type of Permitted Investments in which any payments made under this
Section shall be invested, provided, however, that if the Company fails to
deliver such instructions by 10:30 a.m. (New York City time), the Securities
Intermediary or the Collateral Agent, as applicable, shall invest such payments
in the Permitted Investments described in clause 6 of the definition of
Permitted Investments.

          (b) All payments received by the Collateral Agent or the Securities
Intermediary of (1) the principal amount with respect to the Pledged Senior
Notes or security entitlements with respect thereto, (2) the principal amount
with respect to the Pledged Treasury Portfolio Interest or security entitlements
with respect thereto or (3) the principal amount of Treasury Securities or
security entitlements with respect thereto that, in each case, have been
released from the Pledge shall be distributed to the Purchase Contract Agent for
the benefit of the Holders to be distributed to such Holders in accordance with
their respective interests.

     Section 3.4 Payments to Purchase Contract Agent

          Payments to the Purchase Contract Agent hereunder shall be made to the
account designated by the Purchase Contract Agent for such purpose not later
than 12:00 p.m. (New York City time) on the Business Day such payment is
received by the Securities Intermediary; provided, however, that if such payment
is received by the Securities Intermediary on a day that is not a Business Day
or after 11:00 a.m. (New York City time) on a Business Day, then such payment
shall be made no later than 10:30 a.m. (New York City time) on the next
succeeding Business Day.

                                       7



     Section 3.5 Assets Not Properly Released

          If the Purchase Contract Agent or any Holder shall receive any
principal payments on account of financial assets credited to the Collateral
Account and not released therefrom in accordance with this Agreement, the
Purchase Contract Agent or such Holder shall hold the same as trustee of an
express trust for the benefit of the Company and, upon receipt of an Officers'
Certificate so directing, promptly deliver the same to the Securities
Intermediary for credit to the Collateral Account or to the Company for
application to the obligations of the Holders under the related Purchase
Contracts, and the Purchase Contract Agent and Holders shall acquire no right,
title or interest in any such payments of principal amounts so received.

Section 4 Control

     Section 4.1 Establishment of Collateral Account

          The Securities Intermediary hereby confirms that:

          (1) the Securities Intermediary has established the Collateral
     Account;

          (2) the Collateral Account is a securities account;

          (3) subject to the terms of this Agreement, the Securities
     Intermediary shall treat the Purchase Contract Agent as entitled to
     exercise the rights that comprise any financial asset credited to the
     Collateral Account;

          (4) all property delivered to the Securities Intermediary under this
     Agreement or the Purchase Contract Agreement or the Indenture will be
     credited promptly to the Collateral Account; and

          (5) all securities or other property underlying any financial assets
     credited to the Collateral Account shall be registered in the name of the
     Securities Intermediary, indorsed to the Securities Intermediary, or in
     blank or credited to another securities account maintained in the name of
     the Securities Intermediary, and in no case will any financial asset
     credited to the Collateral Account be registered in the name of the
     Purchase Contract Agent or any Holder, payable to the order of the Purchase
     Contract Agent or any Holder or specially indorsed to the Purchase Contract
     Agent or any Holder.

     Section 4.2 Treatment as Financial Assets

          Each item of property (whether investment property, financial asset,
security, instrument or cash) credited to the Collateral Account shall be
treated as a financial asset.

     Section 4.3 Sole Control by Collateral Agent

          Except as provided in Section 6, at all times before the termination
of the Pledge, the Collateral Agent shall have sole control of the Collateral
Account, and the Securities Intermediary shall take instructions and directions
with respect to the Collateral Account solely from the Collateral Agent. If at
any time the Securities Intermediary shall receive an entitlement order issued
by the Collateral Agent and relating to the Collateral Account, the Securities

                                       8



Intermediary shall comply with such entitlement order without further consent by
the Purchase Contract Agent or any Holder or any other Person. Until termination
of the Pledge, the Securities Intermediary will not comply with any entitlement
orders issued by the Purchase Contract Agent or any Holder.

     Section 4.4 Securities Intermediary's Location

          The Collateral Account and the rights and obligations of the
Securities Intermediary, the Collateral Agent, the Purchase Contract Agent and
the Holders with respect thereto shall be governed by the laws of the State of
New York. Regardless of any provision in any other agreement, for purposes of
the UCC, New York shall be deemed to be the Securities Intermediary's location.

     Section 4.5 No Other Claims

          Except for the claims and interest of the Collateral Agent, the
Company, the Purchase Contract Agent and the Holders in the Collateral Account,
the Securities Intermediary does not know of any claim to, or interest in, the
Collateral Account or in any financial asset credited thereto. If any person
asserts any lien, encumbrance or adverse claim (including any writ, garnishment,
judgment, warrant of attachment, execution or similar process) against the
Collateral Account or in any financial asset carried therein, the Securities
Intermediary will promptly notify the Collateral Agent, the Purchase Contract
Agent and the Company.

     Section 4.6 Investment and Release

          All proceeds of financial assets from time to time deposited in the
Collateral Account shall be invested and reinvested as provided in this
Agreement. At all times before termination of the Pledge, no property shall be
released from the Collateral Account except in accordance with this Agreement or
upon written instructions of the Collateral Agent.

     Section 4.7 Statements and Confirmations

          The Securities Intermediary will promptly send copies of all
statements, confirmations and other correspondence concerning the Collateral
Account and any financial assets credited thereto simultaneously to each of the
Purchase Contract Agent and the Collateral Agent at their addresses for notices
under this Agreement.

     Section 4.8 Tax Allocations

          The Company shall report all items of income, gain, expense and loss
recognized in the Collateral Account to the Internal Revenue Service and all
state and local taxing authorities under the names and taxpayer identification
numbers of the Holders that are the beneficial owners thereof. Neither the
Collateral Agent nor the Securities Intermediary shall have any responsibility
for such tax reporting.

                                       9



     Section 4.9 No Other Agreements

          The Securities Intermediary has not entered into, and before the
termination of the Pledge will not enter into, any agreement with any other
Person relating to the Collateral Account or any financial assets credited
thereto, including, without limitation, any agreement to comply with entitlement
orders of any Person other than the Collateral Agent.

     Section 4.10 Powers Coupled With An Interest

          The rights and powers granted in this Section 4 to the Collateral
Agent have been granted in order to perfect its security interests in the
Collateral Account, are powers coupled with an interest and will be affected
neither by the bankruptcy of the Purchase Contract Agent or any Holder nor by
the lapse of time. The obligations of the Securities Intermediary under this
Section 4 shall continue in effect until the termination of the Pledge.

Section 5 Initial Deposit; Establishment of Treasury Units and Reestablishment
of Corporate Units

     Section 5.1 Initial Deposit of Senior Notes

          Before or concurrently with the execution and delivery of this
Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the
Corporate Units, shall Transfer to the Securities Intermediary, for credit to
the Collateral Account, the Senior Notes or security entitlements relating to
such Senior Notes, and, if the Transfer takes the form of security entitlements,
the Securities Intermediary shall indicate by book entry that a securities
entitlement with respect to such Senior Notes has been credited to the
Collateral Account.

     Section 5.2 Establishment of Treasury Units

          (a) A Holder may separate the Senior Notes from the related Purchase
Contracts in respect of such Holder's Corporate Units by substituting for such
Senior Notes Treasury Securities in an aggregate principal amount equal to the
aggregate principal amount of such Senior Notes at any time until 5:00 p.m. (New
York City time), on the Election Date by:

          (1) providing notice to the Purchase Contract Agent, substantially in
     the form of Exhibit C of the Purchase Contract Agreement, of such Holder's
     intention to create Treasury Units;

          (2) for each group of 20 Corporate Units from which such Holder wishes
     to create Treasury Units, transferring a Treasury Security to the
     Securities Intermediary which shall then (y) deposit the Treasury Security
     with the Collateral Agent in the Collateral Account under this Agreement
     and instruct the Collateral Agent to hold such Treasury Security as
     Collateral under this Agreement and (z) instruct the Collateral Agent to
     release to such Holder $1,000 principal amount of Senior Notes formerly
     subject to the Pledge;

                                       10



          (3) transferring the related Corporate Units to the Purchase Contract
     Agent accompanied by a notice to the Purchase Contract Agent, substantially
     in the form of Exhibit D to the Purchase Contract Agreement, stating that
     the Holder has transferred the relevant amount of Treasury Securities to
     the Securities Intermediary and requesting that the Purchase Contract Agent
     instruct the Collateral Agent to release the Senior Notes underlying such
     Corporate Units, whereupon the Purchase Contract Agent shall promptly give
     such instruction to the Collateral Agent, substantially in the form of
     Exhibit A hereto; and

          (4) paying to the Collateral Agent any fees or expenses incurred in
     connection with the Collateral Substitution; provided that, Holders may
     make Collateral Substitutions only in integral multiples of 20 Corporate
     Units. Under no circumstances may a Holder of Corporate Units create
     Treasury Units after 5:00 p.m. (New York City time) on the Election Date.

Upon receipt from the Purchase Contract Agent of a notice substantially in the
form of Exhibit A hereto, confirmation from the Securities Intermediary that
Treasury Securities have been credited to the Collateral Account and receipt of
payment for any fees or expenses incurred in connection with the Collateral
Substitution, the Collateral Agent shall instruct the Securities Intermediary by
a notice, substantially in the form of Exhibit B hereto, to release such Pledged
Senior Notes from the Pledge by Transfer to the Purchase Contract Agent for
distribution to such Holder, free and clear of any lien, pledge or security
interest created thereby.

          (b) Upon credit to the Collateral Account of Treasury Securities or
security entitlements thereto delivered by a Holder of Corporate Units and
receipt of the related instruction from the Collateral Agent, the Securities
Intermediary shall release the Senior Notes specified in such instruction and
shall promptly Transfer the same to the Purchase Contract Agent for distribution
to such Holder, free and clear of any lien, pledge or security interest created
hereby.

          A Holder may elect not to participate in the Remarketing by creating
Treasury Units as specified in this Section and Section 5.4(f) of the Purchase
Contract Agreement at any time until 5:00 p.m. (New York City time) on the
Election Date.

     Section 5.3 Reestablishment of Corporate Units

          (a) Unless a Tax Event Redemption has occurred, a Holder of a Treasury
Unit may recreate Corporate Units at any time until 5:00 p.m. (New York City
time), on the Election Date by:

          (1) providing notice to the Purchase Contract Agent, substantially in
     the form of Exhibit C of the Purchase Contract Agreement, of such Holder's
     intention to recreate Corporate Units;

          (2) for each Treasury Unit from which Holder wishes to recreate a
     Corporate Unit, transferring 20 Senior Notes to the Securities Intermediary
     which shall then (y) deposit such Senior Notes in the Collateral Account
     under this Agreement and instruct the Collateral Agent to hold such Senior
     Notes as Collateral and (z) instruct the Collateral Agent to release to
     such Holder one (1) Treasury Security, formerly subject to the Pledge;

                                       11



          (3) transferring the related Treasury Units to the Purchase Contract
     Agent accompanied by a notice to the Purchase Contract Agent, substantially
     in the form of Exhibit D of the Purchase Contract Agreement, stating that
     the Holder has transferred the relevant amount of Senior Notes to the
     Securities Intermediary and requesting that the Purchase Contract Agent
     instruct the Collateral Agent to release the Treasury Securities underlying
     such Treasury Units, whereupon the Purchase Contract Agent shall promptly
     give such instruction to the Collateral Agent, substantially in the form of
     Exhibit C hereto; and

          (4) paying to the Collateral Agent any fees or expenses incurred in
     connection with the recreation of Corporate Units; provided that, Holders
     of Treasury Units may recreate Corporate Units in integral multiples of 20
     Treasury Units for 20 Corporate Units. Under no circumstance may a Holder
     of Treasury Units recreate Corporate Units after 5:00 p.m. (New York City
     time) on the Election Date.

Upon receipt from the Purchase Contract Agent of a notice substantially in the
form of Exhibit C hereto, confirmation that Senior Notes or security
entitlements thereto have been credited to the Collateral Account as described
in such notice and receipt of payment for any fees or expenses incurred in
connection with the recreation of Corporate Units, the Collateral Agent shall
instruct the Securities Intermediary by a notice, substantially in the form
provided in Exhibit D hereto, to release such Pledged Treasury Securities from
the Pledge by Transfer to the Purchase Contract Agent for distribution to such
Holder, free and clear of any lien, pledge or security interest created thereby.

          (b) Upon credit to the Collateral Account of Senior Notes or security
entitlements thereto delivered by a Holder of Treasury Units and receipt of the
related instruction from the Collateral Agent, the Securities Intermediary shall
release the applicable Treasury Securities specified in such instruction and
shall promptly Transfer the same to the Purchase Contract Agent for distribution
to such Holder, free and clear of any lien, pledge or security interest created
hereby.

     Section 5.4 Termination Event

          (a) Upon receipt by the Collateral Agent of written notice from the
Company or the Purchase Contract Agent that a Termination Event has occurred,
the Collateral Agent shall release all Collateral from the Pledge and shall
promptly Transfer any Pledged Senior Notes, any Pledged Treasury Portfolio
Interest and any Pledged Treasury Securities to the Purchase Contract Agent for
the benefit of the Holders, for distribution to such Holders in accordance with
their respective interests, free and clear of any lien, pledge or security
interest or other interest created hereby.

          (b) If such Termination Event shall result from the Company's becoming
a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any
reason fail promptly to effectuate the release and Transfer of all Pledged
Senior Notes, the Pledged Treasury Portfolio Interest or Pledged Treasury
Securities, as the case may be, as provided by this Section 5.4, the Purchase
Contract Agent shall:

          (1) request an opinion letter of a nationally recognized law firm
     reasonably acceptable to the Collateral Agent to the effect that, as a
     result of the Company's being

                                       12



     the debtor in such a bankruptcy case, the Collateral Agent will not be
     prohibited from releasing or Transferring the Collateral as provided in
     this Section 5.4, and shall deliver such opinion to the Collateral Agent
     within ten days after the occurrence of such Termination Event, and if (A)
     the Purchase Contract Agent shall be unable to obtain such opinion within
     ten days after the occurrence of such Termination Event or (B) the
     Collateral Agent shall continue, after delivery of such opinion, to refuse
     to effectuate the release and Transfer of all Pledged Senior Notes, the
     Pledged Treasury Portfolio Interest or Pledged Treasury Securities or the
     Proceeds of any of the foregoing, as the case may be, as provided in this
     Section 5.4, then the Purchase Contract Agent shall within thirty days
     after the occurrence of such Termination Event commence an action or
     proceeding in the court having jurisdiction of the Company's case under the
     Bankruptcy Code seeking an order requiring the Collateral Agent to
     effectuate the release and transfer of all Pledged Senior Notes, the
     Pledged Treasury Portfolio Interest or all the Pledged Treasury Securities,
     as the case may be, as provided by this Section 5.4; or

          (2) commence an action or proceeding like that described in clause
     5.4(b)(1)(B) hereof within ten days after the occurrence of such
     Termination Event.

The Purchase Contract Agent shall be deemed to have complied with Section
5.4(b)(1), and shall not be required to commence any action or proceeding
referred to therein, if it shall have either obtained such an opinion letter or
requested such an opinion from three such nationally recognized law firms
reasonably acceptable to the Collateral Agent.

     Section 5.5 Cash Settlement

          (a) Unless a Holder has effected an Early Settlement or a Successful
Remarketing or a Tax Event Redemption has occurred, in the case of Corporate
Units, and unless a Termination Event has occurred before dates required for
notice to elect the Cash Settlement right specified in the Purchase Contract
Agreement, upon receipt by the Collateral Agent of (1) a notice from the
Purchase Contract Agent promptly after the receipt by the Purchase Contract
Agent of a notice that a Holder of a Corporate Unit or Treasury Unit has
elected, in accordance with the procedures specified in Section 5.9(B)(a)(i) or
(B)(b)(i) of the Purchase Contract Agreement, respectively, to effect a Cash
Settlement and (2) payment by such Holder to the Securities Intermediary for
deposit in the Collateral Account on or before 11:00 a.m. (New York City time)
on the fifth Business Day immediately preceding the Purchase Contract Settlement
Date in the case of Corporate Units, and the Business Day immediately preceding
the Purchase Contract Settlement Date in the case of the Treasury Units, of the
Purchase Price in lawful money of the United States by certified or cashier's
check or wire transfer of immediately available funds payable to or upon the
order of the Securities Intermediary, then the Collateral Agent shall upon
receipt of written directions from the Company:

          (1) instruct the Securities Intermediary promptly to invest any such
     Cash in Permitted Investments;

          (2) release from the Pledge (i) in the case of a Holder of Corporate
     Units, the related Pledged Senior Notes, or (ii) in the case of a Holder of
     Treasury Units, the related Pledged Treasury Securities, with a principal
     amount or principal amount at maturity, as the case may be, equal to the
     product of (x) the Stated Amount times (y) the number of

                                       13



     Purchase Contracts as to which such Holder has elected to effect a Cash
     Settlement under this Section 5.5(a); and

          (3) instruct the Securities Intermediary to Transfer all such Pledged
     Senior Notes or Pledged Treasury Securities, as the case may be, to the
     Purchase Contract Agent for the benefit of such Holders, in each case free
     and clear of the Pledge created hereby, for distribution to such Holder.

The Company shall instruct the Securities Intermediary as to the type of
Permitted Investments in which any such Cash shall be invested; provided,
however, that if the Company fails to deliver such instructions by 10:00 a.m.
(New York City time), the Securities Intermediary shall invest such Cash in the
Permitted Investments described in clause 6 of the definition of Permitted
Investments. Upon receipt of the proceeds upon the maturity of the Permitted
Investments on the Purchase Contract Settlement Date, the Collateral Agent shall
(A) instruct the Securities Intermediary to pay the portion of such proceeds and
deliver any certified or cashier's checks received, in an aggregate amount equal
to the Purchase Price, to the Company on the Purchase Contract Settlement Date,
and (B) instruct the Securities Intermediary to release any amounts in respect
of the interest earned from such Permitted Investments to the Purchase Contract
Agent for distribution to such Holder.

          (b) If a Holder of a Corporate Unit notifies the Purchase Contract
Agent as provided in Section 5.9(B)(a)(i) of the Purchase Contract Agreement of
its intention to pay the Purchase Price in cash, but fails to make such payment
as required by Section 5.9(B)(a)(ii) of the Purchase Contract Agreement, such
Holder shall be deemed to have consented (A) to the disposition of the Pledged
Senior Notes of such Holder in accordance with Section 5.9(B)(a)(iii) of the
Purchase Contract Agreement or, (B) if a Failed Remarketing occurs, to the
Collateral Agent, for the benefit of the Company, and upon written direction of
the Company as provided in this Agreement, exercising all of its rights as a
secured party with respect to any Pledged Senior Notes under this Agreement and,
subject to applicable law, either (i) retaining such Senior Notes in full
satisfaction of such Holder's obligations under the related Purchase Contracts
or (ii) selling such Senior Notes in one or more public or private sales.

          (c) If a Holder of a Treasury Unit notifies the Purchase Contract
Agent as provided in Section 5.9(B)(b)(i) of the Purchase Contract Agreement of
its intention to pay the Purchase Price in cash, but fails to make such payment
as required by Section 5.9(B)(b)(ii) of the Purchase Contract Agreement, such
Holder shall be deemed to have elected to pay the Purchase Price in accordance
with Section 5.9(B)(b)(iii) of the Purchase Contract Agreement.

          (d) Before 3:00 p.m. (New York City time) on the fourth Business Day
immediately preceding the Purchase Contract Settlement Date, the Securities
Intermediary shall deliver to the Purchase Contract Agent a notice,
substantially in the form of Exhibit E hereto, stating the amount of cash that
it has received with respect to the Cash Settlement of Corporate Units.

          (e) Before 3:00 p.m. (New York City time) on the Business Day
immediately preceding the Purchase Contract Settlement Date, the Securities
Intermediary shall deliver to the Purchase Contract Agent a notice,
substantially in the form of Exhibit E hereto, stating the amount of cash that
it has received with respect to the Cash Settlement of Treasury Units.

                                       14



     Section 5.6 Early Settlement

          Unless a Termination Event has occurred, upon receipt by the
Collateral Agent of a notice from the Purchase Contract Agent that a Holder of
Securities has elected to effect Early Settlement of its obligations under the
Purchase Contracts forming a part of such Securities in accordance with the
terms of the Purchase Contracts and Section 5.9 of the Purchase Contract
Agreement (which notice shall set forth the number of such Purchase Contracts as
to which such Holder has elected to effect Early Settlement), and that the
Purchase Contract Agent has received from such Holder, and paid to the Company
as confirmed in writing by the Company, the related Early Settlement Amounts
under the terms of the Purchase Contracts and the Purchase Contract Agreement
and that all conditions to such Early Settlement have been satisfied, then the
Collateral Agent shall release from the Pledge, (1) Pledged Senior Notes or
Pledged Treasury Portfolio Interests as the case may be, in the case of a Holder
of Corporate Units, or (2) Pledged Treasury Securities, in the case of a Holder
of Treasury Units, with a Value equal to the product of (i) the Stated Amount
times (ii) the number of Purchase Contracts as to which such Holder has elected
to effect Early Settlement, and shall instruct the Securities Intermediary to
Transfer all such Pledged Senior Notes, Pledged Treasury Portfolio Interests or
Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent
for the benefit of such Holder, in each case free and clear of the Pledge
created hereby, for distribution to such Holder.

          Notwithstanding anything to the contrary contained herein, Holders may
not effect Early Settlement after 5:00 p.m. (New York City time) on the Election
Date and Holders may effect Early Settlement of Securities only in integral
multiples of 20 Corporate Units or 20 Treasury Units. In addition, if a Tax
Event Redemption occurred and the Redemption Treasury Portfolio has become a
part of the Corporate Units, Purchase Contracts underlying the Corporate Units
may be settled early but only in an aggregate amount of 20 Corporate Units or
another integral multiple such that the Treasury Portfolio Interests to be
released are in integral multiples of $1,000.

     Section 5.7 Optional Remarketing

          Under the Supplemental Indenture and the Remarketing Agreement, on or
before 5:00 p.m. (New York City time) on the Election Date, registered holders
of Separated Senior Notes may elect to have their Separated Senior Notes
remarketed by Transferring their Separated Senior Notes to the Collateral Agent
and giving a notice of such election, substantially in the form of Exhibit H to
the Purchase Contract Agreement, to the Collateral Agent and to the Indenture
Trustee, whereupon, the Collateral Agent shall hold such Separated Senior Notes
in an account separate from the Collateral Account and cause such Separated
Senior Notes to be included in the Remarketing under the Supplemental Indenture
and the Remarketing Procedures; provided, however, that the Collateral Agent
shall not be required to establish such separate account unless and until it
receives notice that Separated Senior Notes are to be included in the
Remarketing. Once such holder of such Separated Senior Notes delivers such
notice and Separated Senior Notes as specified in the preceding sentence, such
election may not be withdrawn and may not be conditioned upon the level at which
the Reset Rate is established in the Remarketing; provided, however, that if
such a holder delivers only such a notice but not the Separated Senior Notes
subject to the notice, then none of such Holders' Separated Senior Notes shall
be included in the Remarketing.

                                       15



          If there is a Successful Remarketing, the Collateral Agent shall
Transfer such Separated Senior Notes in accordance with the instructions
provided by the Remarketing Agent under the Remarketing Agreement. If a Failed
Remarketing occurs, the Remarketing Agent shall Transfer to the Collateral
Agent, by the third Business Day following the Failed Remarketing, such
Separated Senior Notes, whereupon the Collateral Agent shall promptly Transfer
such Separated Senior Notes to the holders entitled thereto.

     Section 5.8 Application of Proceeds in Settlement; Remarketing

          (a) Unless a Termination Event or a Tax Event Redemption has occurred
or a Holder has effected an Early Settlement (i) the Purchase Contract Agent
shall notify, by 11:00 a.m. (New York City time), on the Business Day
immediately preceding the Initial Remarketing Date, the Remarketing Agent, the
Collateral Agent, the Indenture Trustee and the Company of the aggregate
principal amount of Pledged Senior Notes comprising part of the Corporate Units
to be remarketed, other than those Pledged Senior Notes of Holders that have
elected not to participate in the Remarketing under Section 106 of the
Supplemental Indenture and Section 5.4(f) of the Purchase Contract Agreement,
and (ii) the Collateral Agent shall notify, by 11:00 a.m. (New York City time),
on the Business Day immediately preceding the Initial Remarketing Date, the
Remarketing Agent, the Indenture Trustee and the Company of the aggregate
principal amount of Separated Senior Notes that holders of such Separated Senior
Notes have elected to include in the Remarketing (the Pledged Senior Notes and
Separated Senior Notes described in clauses (i) and (ii) collectively being
referred to as the "Remarketing Senior Notes") and, concurrently therewith, the
Collateral Agent shall, without any further instruction from any holder of the
Remarketing Senior Notes, present all Remarketing Senior Notes to the
Remarketing Agent for Remarketing.

          If there has been a Successful Initial Remarketing or a Successful
Subsequent Remarketing, the Remarketing Agent will on the Remarketing Settlement
Date of such Remarketing (i) deduct and retain for itself as a remarketing fee
an amount not exceeding 25 basis points (0.25%) of the principal amount of each
remarketed Remarketing Senior Note , (ii) use the remaining Proceeds with
respect to the Pledged Senior Notes from such Successful Remarketing to purchase
the Treasury Portfolio and, on or before the third Business Day following the
Remarketing Date, deliver such Treasury Portfolio to the Collateral Agent, which
shall thereupon, for the benefit of the Company, apply such Treasury Portfolio,
to secure the obligation of all Holders of Corporate Units to purchase Common
Stock under the Purchase Contracts constituting a part of such Corporate Units,
in substitution for the Pledged Senior Notes, (iii) if any Separated Senior
Notes were remarketed, remit to the Collateral Agent for payment to the holders
of such Separated Senior Notes sold the amounts specified in clauses 1(ii) and
2(ii) of the definition of "Remarketing Value" in the Purchase Contract
Agreement and (iv) if any proceeds remain from such Successful Remarketing,
after the application of such proceeds as set forth in clauses (i) through (iii)
above, then remit any such remaining proceeds attributable to the remarketed
Pledged Senior Notes to the Purchase Contract Agent for the benefit of the
holders of such Remarketed Senior Notes and to the Collateral Agent for benefit
of the holders of any remarketed Separate Senior Notes, on a pro rata basis,
provided; however, that if such Successful Remarketing is consummated after 4:30
p.m. (New York City time) on the Remarketing Date and, despite using its
commercially reasonable efforts, the Remarketing Agent cannot cause the
applications of the proceeds specified above to occur on the Remarketing
Settlement Date, then the Remarketing Agent may make such applications and
remittances on

                                       16



the next succeeding Business Day. Holders of the Remarketing Senior Notes that
are so remarketed will not otherwise be responsible for the payment of any
remarketing fee or expenses in connection with the Remarketing. On the
Remarketing Settlement Date or the next succeeding Business Day, as applicable,
the Remarketing Agent shall deliver the Treasury Portfolio to the Collateral
Agent as set forth above in this paragraph. The Collateral Agent, for the
benefit of the Company, will thereupon apply such Treasury Portfolio to secure
such Holder's obligation under the Purchase Contracts, as provided herein.

          In the event that any portion of the Pledged Treasury Portfolio
Interest matures before the Purchase Contract Settlement Date, the Collateral
Agent shall invest the Cash Proceeds therefrom in Permitted Investments
described in clause 6 of the definition of Permitted Investments, unless the
Company shall otherwise instruct the Securities Intermediary and the Collateral
Agent as to the type of Permitted Investments in which any such Cash Proceeds
shall be invested. The Collateral Agent shall cause the Securities Intermediary
to remit, on the Purchase Contract Settlement Date, a portion of the Cash
Proceeds of the maturing Pledged Treasury Portfolio Interest and of the
investment earnings from the related investment in Permitted Investments, in an
aggregate amount equal to the Treasury Portfolio Return (which aggregate amount
shall be set forth in a notice given by the Company at least five Business Days
before the Purchase Contract Settlement Date to the Collateral Agent, the
Securities Intermediary and the Purchase Contract Agent) to the Purchase
Contract Agent for the benefit of the Holders of the related Corporate Units
when received. Without receiving any instruction from any such Holder of
Corporate Units, the Collateral Agent shall apply, on the Purchase Contract
Settlement Date, the Cash Proceeds of the maturing Pledged Treasury Portfolio
Interest and of the investment earnings from the related investment in Permitted
Investments, in an aggregate amount equal to the aggregate Purchase Price
applicable to such Corporate Units to satisfy in full such Holder's obligations
to pay the Purchase Price to purchase the shares of Common Stock under the
related Purchase Contracts on the Purchase Contract Settlement Date. In the
event the sum of the Proceeds from the related Pledged Treasury Portfolio
Interest and the investment earnings from the related investment in Permitted
Investments exceeds the sum of the related Treasury Portfolio Return and the
aggregate Purchase Price of the Purchase Contracts being settled thereby, the
Collateral Agent shall instruct the Securities Intermediary to distribute such
excess, when received, to the Purchase Contract Agent for distribution to the
Holders whose Purchase Contracts were settled with such Proceeds, on a pro rata
basis

          If, by 4:00 p.m. (New York City time), on the ninth Business Day
preceding the Purchase Contract Settlement Date, the Remarketing Agent, despite
using its commercially reasonable efforts, has been and is unable to remarket
all of the Remarketing Senior Notes tendered for purchase at a price equal to at
least the Remarketing Value, the Remarketing Agent shall Transfer to the
Collateral Agent, by the sixth Business Day preceding the Purchase Contract
Settlement Date, the Pledged Senior Notes that were to be remarketed in the
Initial or Subsequent Remarketing, whereupon the Collateral Agent shall, for the
benefit of the Company, hold such Pledged Senior Notes, to secure the obligation
of the related Holders of Corporate Units to purchase Common Stock under the
related Purchase Contracts.

          (b) Unless a Termination Event has occurred or a Holder has settled
the related Purchase Contract through a Cash Settlement or an Early Settlement
or a Successful Remarketing or a Tax Event Redemption has occurred, each Holder
shall be deemed to have consented to the Remarketing of its Pledged Senior Notes
in the Final Remarketing on the Final Remarketing Date, in a Remarketing in
accordance with Section 5.4(d) of the Purchase Contract

                                       17



Agreement. The Purchase Contract Agent, shall by 11:00 a.m. (New York City
time), on the Business Day immediately preceding the Final Remarketing Date,
notify the Remarketing Agent, the Collateral Agent, the Indenture Trustee and
the Company of such event and the aggregate principal amount of Pledged Senior
Notes of Corporate Unit Holders to be remarketed on the Final Remarketing Date,
whereupon the Collateral Agent, shall concurrently therewith, without any
instruction from such Holders of Corporate Units with respect to their Pledged
Senior Notes, transfer the Remarketing Senior Notes to the Remarketing Agent for
Remarketing. Upon receiving such Remarketing Senior Notes, the Remarketing
Agent, under the terms of the Remarketing Agreement, will use its commercially
reasonable efforts to remarket such Remarketing Senior Notes on the Final
Remarketing Date.

          If the Final Remarketing is successful, the Remarketing Agent will on
the Remarketing Settlement Date or the Purchase Contract Settlement Date, as
applicable, (i) deduct and retain for itself the Remarketing Fee under the
Remarketing Agreement, (ii) cause the remaining Proceeds of the Remarketing with
respect to the Pledged Senior Notes in an amount equal to the aggregate
principal amount of such Senior Notes to be delivered to the Collateral Agent,
on the Remarketing Settlement Date, (iii), if any Separated Senior Notes were
remarketed, remit to the Collateral Agent for payment to the holders of such
Separated Senior Notes sold in the Remarketing the remaining proceeds from such
Successful Remarketing attributable to the Separated Senior Notes in an amount
equal to the principal amount of such Separated Senior Notes and (iv) if any
proceeds remain from such Successful Remarketing, after the application of such
proceeds as set forth in clauses (i) through (iii) above, remit any excess
Proceeds of the Remarketing to the Purchase Contract Agent for the benefit of
the Holders of Pledged Senior Notes and to the Collateral Agent for the benefit
of the Holders of the Separated Senior Notes, on a pro rata basis; provided,
however, that if such Successful Final Remarketing is consummated after 4:30
p.m. (New York City time) on the Remarketing Date and, despite using its
commercially reasonable efforts, the Remarketing Agent cannot cause the
application of the proceeds specified above to occur on the Remarketing
Settlement Date, then the Remarketing Agent may make such applications and
remittances on the next succeeding Business Day. Holders of the Remarketing
Senior Notes that are so remarketed will not otherwise be responsible for the
payment of any remarketing fee or expenses in connection with the Remarketing.
The Purchase Contract Agent shall give written directions to the Collateral
Agent, and the Collateral Agent shall instruct the Securities Intermediary, to
apply a portion of the Proceeds with respect to the Pledged Senior Notes from
such Remarketing, on the Purchase Contract Settlement Date, equal to the
aggregate principal amount of such Pledged Senior Notes to satisfy in full the
obligations of such Holders of Corporate Units to pay the Purchase Price to
purchase the shares of Common Stock under the related Purchase Contracts.

          If a Failed Remarketing occurs, the Collateral Agent, having received
notice of such Failed Remarketing from the Remarketing Agent under the
Remarketing Agreement, shall, on the written direction of the Company, exercise
for the benefit of the Company, its rights as a secured creditor with respect to
the Pledged Senior Notes and, subject to applicable law, may (i) retain such
Pledged Senior Notes in full satisfaction of the Holders' obligations under the
Purchase Contracts or (ii) sell such Pledged Senior Notes in one or more public
or private sales, the proceeds, if any, of such sale to constitute full
satisfaction of the Holders' obligations under the Purchase Contracts

          (c) Unless a Termination Event has occurred or a Holder has effected a
Cash Settlement or an Early Settlement, upon a Successful Remarketing, a Holder
shall be deemed to

                                       18



have elected to pay for the shares of Common Stock to be issued under such
Purchase Contracts from the Proceeds of the Pledged Treasury Portfolio, in the
case of Holders of Corporate Units, and the related Pledged Treasury Securities,
in the case of Holders of Treasury Units.

          (d) In the event that following a Tax Event Redemption, all or any
portion of the Pledged Treasury Portfolio Interest matures before the Purchase
Contract Settlement Date, the Collateral Agent shall invest the proceeds
therefrom in Permitted Investments described in clause 6 of the definition
thereof, unless the Company shall otherwise instruct the Securities Intermediary
and the Collateral Agent as to the type of Permitted Investments in which such
Pledged Treasury Portfolio Interest proceeds shall be invested. The Collateral
Agent shall cause the Securities Intermediary to remit, on the Purchase Contract
Settlement Date, a portion of the proceeds of the maturing Pledged Treasury
Portfolio Interest and of the investment earnings from the related investment in
Permitted Investments, in each case, in an amount equal to the Treasury
Portfolio Return (which amount shall be set forth in a notice given by the
Company at least five Business Days before the Purchase Contract Settlement Date
to the Collateral Agent, the Securities Intermediary and the Purchase Contract
Agent) to the Purchase Contract Agent for the benefit of the Holders of the
related Corporate Units when received. Without receiving any instruction from
any such Holder of Corporate Units, the Collateral Agent shall apply, on the
Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury
Portfolio Interest and of the investment earnings from the related investment in
Permitted Investments in an aggregate amount equal to the aggregate Purchase
Price applicable to such Corporate Units to satisfy in full such Holder's
obligations to pay the Purchase Price to purchase the shares of Common Stock
under the related Purchase Contracts on the Purchase Contract Settlement Date.
In the event the sum of the proceeds from the related Pledged Treasury Portfolio
Interest and the investment earnings from the related investment in Permitted
Investments exceeds the sum of the related Treasury Portfolio Return and the
aggregate Purchase Price of the Purchase Contracts being settled thereby, the
Collateral Agent shall instruct the Securities Intermediary to distribute such
excess, when received, to the Purchase Contract Agent for distribution to the
Holders whose Purchase Contracts were settled with such proceeds, on a pro rata
basis.

          (e) In the event that all or any portion of the Pledged Treasury
Securities matures before the Purchase Contract Settlement Date, the Collateral
Agent shall invest the Cash Proceeds therefrom in Permitted Investments in
clause 6 of the definition of Permitted investments, unless the Company shall
otherwise instruct the Securities Intermediary and the Collateral Agent as to
the type of Permitted Investments in which any such Cash Proceeds shall be
invested.

          (f) Without receiving any instruction from any such Holder of Treasury
Units, the Collateral Agent shall apply, on the Purchase Contract Settlement
Date, the Cash Proceeds of the maturing Pledged Treasury Securities and of the
investment earnings from the related investment in Permitted Investments, in
each case, in an amount equal to the aggregate Purchase Price applicable to such
Treasury Units to satisfy in full such Holder's obligations to pay the Purchase
Price to purchase the shares of Common Stock under the related Purchase
Contracts on the Purchase Price Settlement Date. In the event the sum of the
Proceeds from the related Pledged Treasury Securities and the investment
earnings from the related investment in Permitted Investments exceeds the
aggregate Purchase Price of the Purchase Contracts being settled thereby, the
Collateral Agent shall instruct the Securities Intermediary to distribute such
excess,

                                       19



when received, to the Purchase Contract Agent for distribution to the Holders
whose Purchase Contracts were settled with such Proceeds, on a pro rata basis.

          (g) Notwithstanding the Pledge and, if applicable, the delivery of
Separated Senior Notes to the Collateral Agent for Remarketing, in each case, as
set forth herein, the Company's obligation to pay interest, including any
accrued and unpaid interest, on all outstanding Senior Notes (whether then
comprising a part of Corporate Units or as Separated Senior Notes) under the
Supplemental Indenture shall remain.

Section 6 Voting Rights

          The Purchase Contract Agent, acting on behalf of the Holders, may
exercise, or refrain from exercising, any and all voting and other consensual
rights pertaining to the Pledged Senior Notes or any part thereof for any
purpose not inconsistent with the terms of this Agreement and in accordance with
the terms of the Purchase Contract Agreement; provided, that the Purchase
Contract Agent shall give the Company and the Collateral Agent at least five
days' prior written notice of the manner in which it intends to exercise, or its
reasons for refraining from exercising, any such right. Upon receipt of any
notices and other communications in respect of any Pledged Senior Notes,
including notice of any meeting at which holders of the Senior Notes are
entitled to vote or solicitation of consents, waivers or proxies of holders of
the Senior Notes, the Collateral Agent shall use reasonable efforts to send
promptly to the Purchase Contract Agent such notice or communication, and as
soon as reasonably practicable after receipt of a written request therefor from
the Purchase Contract Agent, execute and deliver to the Purchase Contract Agent
such proxies and other instruments in respect of such Pledged Senior Notes (in
form and substance satisfactory to the Collateral Agent) as are prepared by the
Purchase Contract Agent with respect to the Pledged Senior Notes.

Section 7 Rights and Remedies; Tax Event Redemption; Substitution

     Section 7.1 Rights and Remedies of the Collateral Agent

          (a) In addition to the rights and remedies specified in Section 5.5
hereof or otherwise available at law or in equity, after an event of default (as
specified in Section 7.1(b) below) hereunder, the Collateral Agent shall have
all of the rights and remedies with respect to the Collateral of a secured party
under the UCC (whether or not the UCC is in effect in the jurisdiction where the
rights and remedies are asserted) and the TRADES Regulations and such additional
rights and remedies to which a secured party is entitled under the laws in
effect in any jurisdiction where any rights and remedies hereunder may be
asserted. Without limiting the generality of the foregoing, such remedies may
include, to the extent permitted by applicable law, (i) retention of the Pledged
Senior Notes, Pledged Treasury Portfolio Interest or Pledged Treasury Securities
in full satisfaction of the Holders' obligations under the Purchase Contracts or
(ii) sale of the Pledged Senior Notes, Pledged Treasury Portfolio Interest or
Pledged Treasury Securities in one or more public or private sales.

          (b) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, in the event the Collateral Agent is unable
to make payments to the Company on account of principal payments of any Pledged
Treasury Securities or Pledged Treasury Portfolio Interest as provided in
Section 3 hereof, in satisfaction of the Obligations of the Holder of the
Securities of which such Pledged Treasury Securities or Pledged Treasury

                                       20



Portfolio Interest are a part under the related Purchase Contracts, the
inability to make such payments shall constitute an event of default hereunder
and the Collateral Agent shall have and may exercise, with reference to such
Pledged Treasury Securities or Pledged Treasury Portfolio Interest, as
applicable, and such Obligations of such Holder, any and all of the rights and
remedies available to a secured party under the UCC and the TRADES Regulations
after default by a debtor, and as otherwise granted herein or under any other
law.

          (c) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably
authorized to receive and collect all payments of (i) the principal amount of
the Pledged Senior Notes, (ii) the principal amount of the Pledged Treasury
Securities and (iii) the principal amount of the Pledged Treasury Portfolio
Interest, subject, in each case, to the provisions of Section 3 hereof, and as
otherwise granted herein.

          (d) The Purchase Contract Agent and each Holder of Securities agree
that, from time to time, upon the written request of the Collateral Agent, the
Purchase Contract Agent or such Holder shall execute and deliver such further
documents and do such other acts and things as the Collateral Agent may
reasonably request in order to maintain the Pledge, and the perfection and
priority thereof, and to confirm the rights of the Collateral Agent hereunder.
The Purchase Contract Agent shall have no liability to any Holder for executing
any documents or taking any such acts requested by the Collateral Agent
hereunder, except for liability for its own negligent acts, its own negligent
failure to act or its own willful misconduct.

     Section 7.2 Tax Event Redemption

          Upon the occurrence of a Tax Event Redemption before the Purchase
Contract Settlement Date, the Company shall provide notice thereof to the
Collateral Agent and direct the Collateral Agent, upon receipt of the aggregate
Redemption Price payable on the Tax Event Redemption Date with respect to the
Pledged Senior Notes, which shall be delivered to the Collateral Agent by the
Indenture Trustee on or before 12:00 p.m. (New York City time) by wire transfer
in immediately available funds at such place and at such account as may be
designated by the Collateral Agent, to deliver the Pledged Senior Notes to the
Indenture Trustee. Notwithstanding anything herein to the contrary, the
Collateral Agent shall not be deemed to have knowledge of a Tax Event Redemption
unless it has received written notice thereof. In the event the Collateral Agent
receives such Redemption Price, the Collateral Agent will, at the written
direction of the Company, apply an amount, out of such Redemption Price, equal
to the aggregate Redemption Amount with respect to the Pledged Senior Notes to
purchase from the Quotation Agent, the Redemption Treasury Portfolio and
promptly remit the remaining portion of such Redemption Price to the Purchase
Contract Agent for payment to the Holders of Corporate Units. The Collateral
Agent shall Transfer the Redemption Treasury Portfolio Interest to the
Collateral Account to secure the obligation of all Holders of Corporate Units to
purchase Common Stock of the Company under the Purchase Contracts constituting a
part of such Corporate Units, in substitution for the Pledged Senior Notes.
Thereafter the Collateral Agent shall have such security interests, rights and
obligations with respect to the Redemption Treasury Portfolio Interests as it
had in respect of the Pledged Senior Notes as provided in this Agreement, and
any reference herein to the Senior Notes shall be deemed to be reference to such
Redemption Treasury Portfolio Interests, and any reference herein to interest on
the Senior Notes shall be deemed to be a reference to distributions on such
Treasury Portfolio Interest.

                                       21



     Section 7.3 Substitutions

          Whenever a Holder has the right to substitute Treasury Securities,
Senior Notes or security entitlements to either of them for financial assets
held in the Collateral Account, such substitution shall not constitute a
novation of the security interest created hereby.

Section 8 Representations and Warranties; Covenants

     Section 8.1 Representations and Warranties

          Each Holder from time to time, acting through the Purchase Contract
Agent as attorney-in-fact (it being understood that the Purchase Contract Agent
shall not be liable for any representation or warranty made by or on behalf of a
Holder), hereby represents and warrants to the Collateral Agent (with respect to
its interest in the Collateral), which representations and warranties shall be
deemed repeated on each day a Holder Transfers Collateral that:

          (1) such Holder has the power to grant a security interest in and lien
     on the Collateral;

          (2) such Holder is the sole beneficial owner of the Collateral and, in
     the case of Collateral delivered in physical form, is the sole holder of
     such Collateral and is the sole beneficial owner of, or has the right to
     Transfer, the Collateral it Transfers to the Securities Intermediary for
     credit to the Collateral Account, free and clear of any security interest,
     lien, encumbrance, call, liability to pay money or other restriction other
     than the security interest and lien granted under Section 2 hereof;

          (3) upon the Transfer of the Collateral to the Securities Intermediary
     for credit to the Collateral Account, the Collateral Agent, for the benefit
     of the Company, will have a valid and perfected first priority security
     interest therein (assuming that any central clearing operation or any
     securities intermediary or other entity not within the control of the
     Holder involved in the Transfer of the Collateral, including the Collateral
     Agent and the Securities Intermediary, gives the notices and takes the
     action required of it hereunder and under applicable law for perfection of
     that interest and assuming the establishment and exercise of control under
     Section 4 hereof); and

          (4) the execution and performance by the Holder of its obligations
     under this Agreement will not result in the creation of any security
     interest, lien or other encumbrance on the Collateral other than the
     security interest and lien granted under Section 2 hereof or violate any
     provision of any existing law or regulation applicable to it or of any
     mortgage, charge, pledge, indenture, contract or undertaking to which it is
     a party or which is binding on it or any of its assets.

     Section 8.2 Covenants

          The Purchase Contract Agent and the Holders from time to time, acting
through the Purchase Contract Agent as their attorney-in-fact (it being
understood that the Purchase Contract Agent shall not be liable for any covenant
made by or on behalf of a Holder), hereby covenant to the Collateral Agent that
for so long as the Collateral remains subject to the Pledge:

                                       22



          (1) neither the Purchase Contract Agent nor such Holders will create
     or purport to create or allow to subsist any mortgage, charge, lien, pledge
     or any other security interest whatsoever over the Collateral or any part
     of it other than under this Agreement; and

          (2) neither the Purchase Contract Agent nor such Holders will sell or
     otherwise dispose (or attempt to dispose) of the Collateral or any part of
     it except for the beneficial interest therein, subject to the Pledge
     hereunder, transferred in connection with the Transfer of the Securities.

Section 9 The Collateral Agent and the Securities Intermediary

          It is hereby agreed as follows:

     Section 9.1 Appointment, Powers and Immunities

          The Collateral Agent and the Securities Intermediary shall each act as
agent for the Company hereunder with such powers as are specifically vested in
the Collateral Agent or the Securities Intermediary, as the case may be, by the
terms of this Agreement, together with such other powers as are reasonably
incidental thereto. The Collateral Agent and the Securities Intermediary shall:

          (1) have no duties or responsibilities except those expressly set
     forth in this Agreement and no implied covenants or obligations shall be
     inferred from this Agreement against the Collateral Agent or the Securities
     Intermediary, nor shall the Collateral Agent or the Securities Intermediary
     be bound by the provisions of any agreement by any party hereto beyond the
     specific terms hereof;

          (2) not be responsible for, and neither the Collateral Agent nor the
     Securities Intermediary makes any representation or warranty with respect
     to, any recitals contained in this Agreement, or in any certificate or
     other document referred to or provided for in, or received by it under,
     this Agreement, the Securities or the Purchase Contract Agreement, or for
     the value, validity, effectiveness, genuineness, enforceability or
     sufficiency of this Agreement (other than as against the Collateral Agent
     or the Securities Intermediary, as the case may be), the Securities or the
     Purchase Contract Agreement or any other document referred to or provided
     for herein or therein or for any failure by the Company or any other Person
     (except the Collateral Agent or the Securities Intermediary, as the case
     may be) to perform any of its obligations hereunder or thereunder or for
     the perfection, priority or, except, in the case of the Collateral Agent,
     as expressly required hereby, maintenance of any security interest created
     hereunder;

          (3) not be required to initiate or conduct any litigation or
     collection proceedings hereunder (except, in the case of the Collateral
     Agent, under directions furnished under Section 9.2 hereof, subject to
     Section 9.6 hereof);

          (4) not be responsible for any action taken or omitted to be taken by
     it hereunder or under any other document or instrument referred to or
     provided for herein or in connection herewith or therewith, except for its
     own negligence or willful misconduct; and

                                       23



          (5) not be required to advise any party as to selling or retaining, or
     taking or refraining from taking any action with respect to, any securities
     or other property deposited hereunder.

Subject to the foregoing, during the term of this Agreement, the Collateral
Agent shall take all reasonable action in connection with the safekeeping and
preservation of the Collateral hereunder.

          No provision of this Agreement shall require the Collateral Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder. In no event shall the Collateral
Agent or the Securities Intermediary be liable for any amount in excess of the
Value of the Collateral. Notwithstanding the foregoing, each of the Collateral
Agent and the Securities Intermediary in its individual capacity hereby waives
any right of setoff, bankers' lien, liens or perfection rights as securities
intermediary or any counterclaim with respect to any of the Collateral.

     Section 9.2 Instructions of the Company

          The Company shall have the right, by one or more instruments in
writing executed and delivered to the Collateral Agent, to direct the time,
method and place of conducting any proceeding for the realization of any right
or remedy available to the Collateral Agent, or of exercising any power
conferred on the Collateral Agent, or to direct the taking or refraining from
taking of any action authorized by this Agreement; provided, however, that (i)
such direction shall not conflict with the provisions of any law or of this
Agreement and (ii) the Collateral Agent shall be adequately indemnified as
provided herein. Nothing contained in this Section 9.2 shall impair the right of
the Collateral Agent in its discretion to take any action or omit to take any
action which it deems proper and which is not inconsistent with such direction.

     Section 9.3 Reliance by Collateral Agent and Securities Intermediary

          Each of the Securities Intermediary and the Collateral Agent shall be
entitled to rely upon any certification, order, judgment, opinion, notice or
other communication (including, without limitation, any thereof by telephone,
telecopy, telex or facsimile) believed by it to be genuine and correct and to
have been signed or sent by or on behalf of the proper Person or Persons
(without being required to determine the correctness of any fact stated therein)
and upon advice and statements of legal counsel and other experts selected by
the Collateral Agent or the Securities Intermediary, as the case may be. As to
any matters not expressly provided for by this Agreement, the Collateral Agent
and the Securities Intermediary shall in all cases be fully protected in acting,
or in refraining from acting, hereunder in accordance with instructions given by
the Company in accordance with this Agreement.

     Section 9.4 Rights in Other Capacities

          The Collateral Agent and the Securities Intermediary and their
affiliates may (without having to account therefor to the Company) accept
deposits from, lend money to, make their investments in and generally engage in
any kind of banking, trust or other business with the Purchase Contract Agent or
the Securities Intermediary, as the case may be, any other Person interested
herein and any Holder of Securities (and any of their respective subsidiaries or

                                       24



affiliates) as if it were not acting as the Collateral Agent or the Securities
Intermediary, as the case may be, and the Collateral Agent, the Securities
Intermediary and their affiliates may accept fees and other consideration from
the Purchase Contract Agent and any Holder of Securities without having to
account for the same to the Company; provided that each of the Securities
Intermediary and the Collateral Agent covenants and agrees with the Company that
it shall not accept, receive or permit there to be created in favor of itself
and shall take no affirmative action to permit there to be created in favor of
any other Person, any security interest, lien or other encumbrance of any kind
in or upon the Collateral other than the lien created by the Pledge.

     Section 9.5 Non-Reliance on Collateral Agent and Securities Intermediary

          Neither the Securities Intermediary nor the Collateral Agent shall be
required to keep itself informed as to the performance or observance by the
Purchase Contract Agent or any Holder of Securities of this Agreement, the
Purchase Contract Agreement, the Securities or any other document referred to or
provided for herein or therein or to inspect the properties or books of the
Purchase Contract Agent or any Holder of Securities. Neither the Collateral
Agent nor the Securities Intermediary shall have any duty or responsibility to
provide the Company with any credit or other information concerning the affairs,
financial condition or business of the Purchase Contract Agent or any Holder of
Securities (or any of their respective affiliates) that may come into the
possession of the Collateral Agent or the Securities Intermediary or any of
their respective affiliates.

     Section 9.6 Compensation and Indemnity

          The Company agrees to:

          (1) pay the Collateral Agent and the Securities Intermediary from time
     to time such compensation as shall be agreed in writing between the Company
     and the Collateral Agent or the Securities Intermediary, as the case may
     be, for all services rendered by them hereunder; and

          (2) indemnify the Collateral Agent and the Securities Intermediary
     for, and to hold each of them harmless from and against, any loss,
     liability or reasonable out-of-pocket expense incurred without negligence,
     willful misconduct or bad faith on its part, arising out of or in
     connection with the acceptance or administration of its powers and duties
     under this Agreement, including the reasonable costs and expenses
     (including reasonable fees and expenses of counsel) of defending itself
     against any claim or liability in connection with the exercise or
     performance of such powers and duties.

     Section 9.7 Failure to Act

          Subject to Section 9.2 of this Agreement, in the event of any
ambiguity in the provisions of this Agreement or any dispute between or
conflicting claims by or among the parties hereto or any other Person with
respect to any funds or property deposited hereunder, the Collateral Agent and
the Securities Intermediary shall be entitled, after prompt notice to the
Company and the Purchase Contract Agent, at its sole option, to refuse to comply
with any and all claims, demands or instructions with respect to such property
or funds so long as such dispute or conflict shall continue, and the Collateral
Agent and the Securities Intermediary shall not be or become liable in any way
to any of the parties hereto for its failure or refusal to comply with

                                       25



such conflicting claims, demands or instructions. The Collateral Agent and the
Securities Intermediary shall be entitled to refuse to act until either:

          (1) such conflicting or adverse claims or demands shall have been
     finally determined by a court of competent jurisdiction or settled by
     agreement between the conflicting parties as evidenced in a writing
     satisfactory to the Collateral Agent or the Securities Intermediary; or

          (2) the Collateral Agent or the Securities Intermediary shall have
     received security or an indemnity satisfactory to it sufficient to save it
     harmless from and against any and all loss, liability or reasonable
     out-of-pocket expense which it may incur by reason of its acting.

The Collateral Agent and the Securities Intermediary may in addition elect to
commence an interpleader action or seek other judicial relief or orders as the
Collateral Agent or the Securities Intermediary may deem necessary.
Notwithstanding anything contained herein to the contrary, neither the
Collateral Agent nor the Securities Intermediary shall be required to take any
action that is in its opinion contrary to law or to the terms of this Agreement,
or which would in its opinion subject it or any of its officers, employees or
directors to liability.

     Section 9.8 Resignation of Collateral Agent and Securities Intermediary

          (a) Subject to the appointment and acceptance of a successor
Collateral Agent as provided below:

          (1) the Collateral Agent may resign at any time by giving notice
     thereof to the Company and the Purchase Contract Agent as attorney-in-fact
     for the Holders of Securities and the Indenture Trustee;

          (2) the Collateral Agent may be removed at any time by the Company;
     and

          (3) if the Collateral Agent fails to perform any of its material
     obligations hereunder in any material respect for a period of not less than
     20 days after receiving written notice of such failure by the Purchase
     Contract Agent and such failure shall be continuing, the Collateral Agent
     may be removed by the Purchase Contract Agent.

The Purchase Contract Agent shall promptly notify the Company of any removal of
the Collateral Agent under clause (3) of the immediately preceding sentence.
Upon any such resignation or removal, the Company shall have the right to
appoint a successor Collateral Agent. If no successor Collateral Agent shall
have been so appointed and shall have accepted such appointment within 30 days
after the retiring Collateral Agent's giving of notice of resignation or such
removal, then the retiring Collateral Agent may petition any court of competent
jurisdiction for the appointment of a successor Collateral Agent. The Collateral
Agent shall be a bank which has an office in New York, New York with a combined
capital and surplus of at least $50,000,000 and shall not be the Purchase
Contract Agent or any of its affiliates. Upon the acceptance of any appointment
as Collateral Agent hereunder by a successor Collateral Agent, such successor
Collateral Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Collateral Agent, and the
retiring Collateral Agent shall take all appropriate action to transfer any
money and property held by it hereunder

                                       26



(including the Collateral) to such successor Collateral Agent. The retiring
Collateral Agent shall, upon such succession, be discharged from its duties and
obligations as Collateral Agent hereunder. After any retiring Collateral Agent's
resignation hereunder as Collateral Agent, the provisions of this Section 9
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Collateral Agent. Any
resignation or removal of the Collateral Agent hereunder shall be deemed for all
purposes of this Agreement as the simultaneous resignation or removal, as the
case may be, of the Securities Intermediary.

          (b) Subject to the appointment and acceptance of a successor
Securities Intermediary as provided below:

          (1) the Securities Intermediary may resign at any time by giving
     notice thereof to the Company and the Purchase Contract Agent as
     attorney-in-fact for the Holders of Securities and the Indenture Trustee;

          (2) the Securities Intermediary may be removed at any time by the
     Company; and

          (3) if the Securities Intermediary fails to perform any of its
     material obligations hereunder in any material respect for a period of not
     less than 20 days after receiving written notice of such failure by the
     Purchase Contract Agent and such failure shall be continuing, the
     Securities Intermediary may be removed by the Purchase Contract Agent.

The Purchase Contract Agent shall promptly notify the Company of any removal of
the Securities Intermediary under clause (3) of the immediately preceding
sentence. Upon any such resignation or removal, the Company shall have the right
to appoint a successor Securities Intermediary. If no successor Securities
Intermediary shall have been so appointed and shall have accepted such
appointment within 30 days after the retiring Securities Intermediary's giving
of notice of resignation or such removal, then the retiring Securities
Intermediary may petition any court of competent jurisdiction for the
appointment of a successor Securities Intermediary. The Securities Intermediary
shall be a bank which has an office in New York, New York with a combined
capital and surplus of at least $50,000,000 and shall not be the Purchase
Contract Agent or any of its affiliates. Upon the acceptance of any appointment
as Securities Intermediary hereunder by a successor Securities Intermediary,
such successor Securities Intermediary shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Securities Intermediary, and the retiring Securities Intermediary shall take all
appropriate action to transfer any money and property held by it hereunder
(including the Collateral) to such successor Securities Intermediary. The
retiring Securities Intermediary shall, upon such succession, be discharged from
its duties and obligations as Securities Intermediary hereunder. After any
retiring Securities Intermediary's resignation hereunder as Securities
Intermediary, the provisions of this Section 9 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as the Securities Intermediary.

                                       27



     Section 9.9 Right to Appoint Agent or Advisor

          The Collateral Agent shall have the right to appoint agents or
advisors in connection with any of its duties hereunder, and the Collateral
Agent shall not be liable for any action taken or omitted by, or in reliance
upon the advice of, such agents or advisors selected in good faith. The
appointment of agents under this Section 9.9 shall be subject to prior consent
of the Company, which consent shall not be unreasonably withheld.

     Section 9.10 Survival

          The provisions of this Section 9 shall survive termination of this
Agreement and the resignation or removal of the Collateral Agent or the
Securities Intermediary.

     Section 9.11 Exculpation

          Anything contained in this Agreement to the contrary notwithstanding,
in no event shall the Collateral Agent or the Securities Intermediary or their
officers, directors, employees or agents be liable under this Agreement to any
third party for indirect, special, punitive or consequential loss or damage of
any kind whatsoever, including lost profits, whether or not the likelihood of
such loss or damage was known to the Collateral Agent or the Securities
Intermediary, or any of them, incurred without any act or deed that is found to
be attributable to gross negligence or willful misconduct on the part of the
Collateral Agent or the Securities Intermediary.

Section 10 Amendment

     Section 10.1 Amendment Without Consent of Holders

          Without the consent of any Holders, the Company (when authorized by a
Board Resolution), the Collateral Agent, the Securities Intermediary and the
Purchase Contract Agent, at any time and from time to time, may amend this
Agreement, in form satisfactory to the Company, the Collateral Agent, the
Securities Intermediary and the Purchase Contract Agent, to:

          (1) evidence the succession of another Person to the Company, and the
     assumption to by any such successor of the covenants of the Company;

          (2) evidence and provide for the acceptance of appointment hereunder
     by a successor Collateral Agent, Securities Intermediary or Purchase
     Contract Agent;

          (3) add to the covenants of the Company for the benefit of the
     Holders, or to surrender any right or power herein conferred upon the
     Company, provided such covenants or such surrender do not adversely affect
     the validity, perfection or priority of the Pledge created hereunder; or

          (4) cure any ambiguity (or formal defect), to correct or supplement
     any provisions herein which may be inconsistent with any other such
     provisions herein, or to make any other provisions with respect to such
     matters or questions arising under this Agreement, provided such action
     shall not adversely affect the interests of the Holders.

                                       28



     Section 10.2 Amendment with Consent of Holders

          With the consent of the Holders of not less than a majority of the
Purchase Contracts at the time outstanding, by Act of said Holders delivered to
the Company, the Purchase Contract Agent, the Securities Intermediary and the
Collateral Agent, the Company, when duly authorized by a Board Resolution, the
Purchase Contract Agent, the Securities Intermediary and the Collateral Agent
may amend this Agreement for the purpose of modifying in any manner the
provisions of this Agreement or the rights of the Holders in respect of the
Securities; provided, however, that no such supplemental agreement shall,
without the unanimous consent of the Holders of each Outstanding Security
adversely affected thereby,

          (1) change the amount or type of Collateral underlying a Security,
     impair the right of the Holder of any Security to receive distributions on
     the underlying Collateral or otherwise adversely affect the Holder's rights
     in or to such Collateral;

          (2) otherwise effect any action that would require the consent of the
     Holder of each Outstanding Security affected thereby under the Purchase
     Contract Agreement if such action were effected by an agreement
     supplemental thereto; or

          (3) reduce the percentage of Purchase Contracts the consent of whose
     Holders is required for any such amendment;

provided that if any amendment or proposal referred to above would adversely
affect only the Corporate Units or only the Treasury Units, then only the
affected class of Holder as of the record date for the Holders entitled to vote
thereon will be entitled to vote on such amendment or proposal, and such
amendment or proposal shall not be effective except with the consent of Holders
of not less than a majority of such class; provided, further, that the unanimous
consent of the Holders of each outstanding Purchase Contract of such class
affected thereby shall be required to approve any amendment or proposal
specified in clauses (1) through (3) above.

          It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such Act shall approve the substance thereof.

     Section 10.3 Execution of Amendments

          In executing any amendment permitted by this Section, the Collateral
Agent, the Securities Intermediary and the Purchase Contract Agent shall be
entitled to receive and (subject to Section 7.1 of the Purchase Contract
Agreement with respect to the Purchase Contract Agent) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by this Agreement and that all conditions
precedent, if any, to the execution and delivery of such amendment have been
satisfied.

     Section 10.4 Effect of Amendments

          Upon the execution of any amendment under this Section, this Agreement
shall be modified in accordance therewith, and such amendment shall form a part
of this Agreement for all purposes; and every Holder of Certificates theretofore
or thereafter authenticated, executed on

                                       29



behalf of the Holders and delivered under the Purchase Contract Agreement shall
be bound thereby.

     Section 10.5 Reference to Amendments

          Certificates authenticated, executed on behalf of the Holders and
delivered after the execution of any amendment under this Section may, and shall
if required by the Collateral Agent or the Purchase Contract Agent, bear a
notation in form approved by the Purchase Contract Agent and the Collateral
Agent as to any matter provided for in such amendment. If the Company shall so
determine, new Security Certificates so modified as to conform, in the opinion
of the Collateral Agent, the Purchase Contract Agent and the Company, to any
such amendment may be prepared and executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the Purchase Contract Agent
in accordance with the Purchase Contract Agreement in exchange for Outstanding
Security Certificates.

Section 11 Miscellaneous

     Section 11.1 No Waiver

          No failure on the part of the Collateral Agent or any of its agents to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by the Collateral Agent or any of its
agents of any right, power or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other right, power or remedy. The
remedies herein are cumulative and are not exclusive of any remedies provided by
law.

     Section 11.2 Governing Law

          This agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.

          The Company, the Collateral Agent, the Securities Intermediary and the
Holders from time to time of the Securities, acting through the Purchase
Contract Agent as their attorney-in-fact, hereby submit to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York state court sitting in New York City (subject to
the acceptance of such jurisdiction by any such court) for the purposes of all
legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby. The Company, the Collateral Agent, the
Securities Intermediary and the Holders from time to time of the Securities,
acting through the Purchase Contract Agent as their attorney-in-fact,
irrevocably waive, to the fullest extent permitted by applicable law, any
objection which they may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.

                                       30



     Section 11.3 Notices

          All notices, requests, consents and other communications provided for
herein (including, without limitation, any modifications of, or waivers or
consents under, this Agreement) shall be given or made in writing (including,
without limitation, by telecopy) delivered to the intended recipient at the
"Address for Notices" specified below its name on the signature pages hereof or,
as to any party, at such other address as shall be designated by such party in a
notice to the other parties. Except as otherwise provided in this Agreement, all
such communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.

     Section 11.4 Successors and Assigns

          This Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the Company, the Collateral Agent, the
Securities Intermediary and the Purchase Contract Agent, and the Holders from
time to time of the Securities, by their acceptance of the same, shall be deemed
to have agreed to be bound by the provisions hereof and to have ratified the
agreements of, and the grant of the Pledge hereunder by, the Purchase Contract
Agent.

     Section 11.5 Counterparts

          This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument, and any of
the parties hereto may execute this Agreement by signing any such counterpart.

     Section 11.6 Severability

          If any provision hereof is invalid and unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in order to carry out the intentions of the parties
hereto as nearly as may be possible and (ii) the invalidity or unenforceability
of any provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.

     Section 11.7 Expenses, etc.

          The Company agrees to reimburse the Collateral Agent and the
Securities Intermediary for:

          (1) all reasonable costs and expenses of the Collateral Agent and the
     Securities Intermediary (including, without limitation, the reasonable fees
     and expenses of counsel to the Collateral Agent and the Securities
     Intermediary), in connection with (i) the negotiation, preparation,
     execution and delivery or performance of this Agreement and (ii) any
     modification, supplement or waiver of any of the terms of this Agreement;

                                       31



          (2) all reasonable costs and expenses of the Collateral Agent and the
     Securities Intermediary (including, without limitation, reasonable fees and
     expenses of counsel) in connection with (i) any enforcement or proceedings
     resulting or incurred in connection with causing any Holder of Securities
     to satisfy its obligations under the Purchase Contracts forming a part of
     the Securities and (ii) the enforcement of this Section 11.7; and

          (3) all transfer, stamp, documentary or other similar taxes,
     assessments or charges levied by any governmental or revenue authority in
     respect of this Agreement or any other document referred to herein and all
     costs, expenses, taxes, assessments and other charges incurred in
     connection with any filing, registration, recording or perfection of any
     security interest contemplated hereby.

     Section 11.8 Security Interest Absolute

          All rights of the Collateral Agent and security interests hereunder,
and all obligations of the Holders from time to time hereunder, shall be
absolute and unconditional irrespective of:

          (1) any lack of validity or enforceability of any provision of the
     Purchase Contracts or the Securities or any other agreement or instrument
     relating thereto;

          (2) any change in the time, manner or place of payment of, or any
     other term of, or any increase in the amount of, all or any of the
     obligations of Holders of the Securities under the related Purchase
     Contracts, or any other amendment or waiver of any term of, or any consent
     to any departure from any requirement of, the Purchase Contract Agreement
     or any Purchase Contract or any other agreement or instrument relating
     thereto; or

          (3) any other circumstance which might otherwise constitute a defense
     available to, or discharge of, a borrower, a guarantor or a pledgor.

                                       32



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
     be duly executed as of the day and year first above written.

     DOMINION RESOURCES, INC.
                                               ---------------------------------
                                                  , not individually but solely
                                               ---
                                               as Purchase Contract Agent and as
                                               attorney-in-fact of the Holders
                                               from time to time of the
                                               Securities


     By:                                       By:
         ------------------------------            -----------------------------
     Name:                                     Name:
     Title:                                    Title:

Address for Notices:                      Address for Notices

     120 Tredegar Street
     Richmond, Virginia 23219                  ---------------------------------

                                               ---------------------------------

Attention: Treasurer                      Attention:
     Telecopy: (804)819-2211                         ---------------------------

                                               ---------------------------------

     ----------------------------------        ---------------------------------
         , as Collateral Agent                     , as Securities Intermediary
     ----                                      ----


     By:                                       By:
         ------------------------------            -----------------------------
     Name:                                     Name:
     Title:                                    Title:

Address for Notices:                      Address for Notices:

     ----------------------------------        ---------------------------------

     ----------------------------------        ---------------------------------

Attention:                                Attention:
           ----------------------------              ---------------------------
     Telecopy:                                 Telecopy:
               ------------------------                  -----------------------



                                                                       EXHIBIT A

                                   INSTRUCTION
                          FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                        (Establishment of Treasury Units)

                                         , as Collateral Agent
     ------------------------------------

     ----------------------------

     ----------------------------

     Attention:
                -----------------
     Telecopy:
               ------------------

          Re:               Equity Income Securities of Dominion Resources, Inc.
               ------------
               (the "Company")

          Please refer to the Pledge Agreement dated as of            , 20
                                                           -----------    --
     (the "Pledge Agreement"), among the Company, you, as Collateral Agent,
                                           , as Securities Intermediary, and the
     --------------------------------------
     undersigned, as Purchase Contract Agent and as attorney-in-fact for the
     holders of Equity Income Securities from time to time. Capitalized terms
     used herein but not defined shall have the meaning set forth in the Pledge
     Agreement.

          We hereby notify you in accordance with Section 5.2 of the Pledge
     Agreement that the holder of securities named below (the "Holder") has
     elected to substitute $           Value of Treasury Securities in exchange
                            ----------
     for an equal Value of Pledged Senior Notes and has delivered to the
     undersigned a notice stating that the Holder has Transferred such Treasury
     Securities to the Securities Intermediary, for credit to the Collateral
     Account.

          We hereby request that you instruct the Securities Intermediary, upon
     confirmation that such Treasury Securities have been credited to the
     Collateral Account, to release to the undersigned an equal Value of Pledged
     Senior Notes in accordance with Section 5.2 of the Pledge Agreement.

                                                                               ,
                                               --------------------------------
                                               as Purchase Contract Agent


Date:                                          By:
      ------------------                           -----------------------------
                                                   Name:
                                                   Title:



     Please print name and address of Holder electing to substitute Treasury
     Securities or security entitlements thereto for the Pledged Senior Notes:


- ------------------------                       ---------------------------------
          Name                                 Social Security or other
                                               Taxpayer Identification Number,
                                               if any
- ------------------------
         Address

- ------------------------

- ------------------------

                                      A-2



                                                                       EXHIBIT B

                                   INSTRUCTION
                              FROM COLLATERAL AGENT
                           TO SECURITIES INTERMEDIARY
                        (Establishment of Treasury Units)

                                         , as Securities Intermediary
     ------------------------------------

     ----------------------------

     ----------------------------

     Attention:
                -----------------
     Telecopy:
               ------------------

          Re:               Equity Income Securities of Dominion Resources, Inc.
               ------------
               (the "Company")

               Securities Account No.            entitled
                                      ----------
               "                                      , as Collateral Agent,
                --------------------------------------
                    Securities Account (Dominion Resources, Inc.)" (the
               ----
               "Collateral Account")

          Please refer to the Pledge Agreement, dated as of            , 20
                                                            -----------    --
     (the "Pledge Agreement"), among the Company, you, as Securities
     Intermediary,                                       , as Purchase Contract
                   --------------------------------------
     Agent and as attorney-in-fact for the holders of Equity Income Securities
     from time to time, and the undersigned, as Collateral Agent. Capitalized
     terms used herein but not defined shall have the meanings set forth in the
     Pledge Agreement.

          When you have confirmed that $           Value of Treasury Securities
                                        ----------
     has been credited to the Collateral Account by or for the benefit of
              , as Holder of Equity Income Securities (the "Holder"), you are
     ---------
     hereby instructed to release from the Collateral Account an equal Value of
     Senior Notes by Transfer to the Purchase Contract Agent.

                                                                               ,
                                               --------------------------------
                                               as Collateral Agent

Date:                                          By:
      ------------------                           -----------------------------
                                                   Name:
                                                   Title:



     Please print name and address of Holder:


- ------------------------                       ---------------------------------
          Name                                 Social Security or other
                                               Taxpayer Identification Number,
                                               if any
- ------------------------
         Address

- ------------------------

- ------------------------

                                      B-2



                                                                       EXHIBIT C

                                   INSTRUCTION
                          FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                      (Reestablishment of Corporate Units)

                                         , as Collateral Agent
     ------------------------------------

     ----------------------------

     ----------------------------

     Attention:
                -----------------
     Telecopy:
               ------------------

          Re:               Equity Income Securities of Dominion Resources, Inc.
               ------------
               (the "Company")

          Please refer to the Pledge Agreement, dated as of            , 20
                                                            -----------    --
     (the "Pledge Agreement"), among the Company, you, as Collateral Agent,
                                           , as Securities Intermediary, and the
     --------------------------------------
     undersigned, as Purchase Contract Agent and as attorney-in-fact for the
     holders of Equity Income Securities from time to time. Capitalized terms
     used herein but not defined shall have the meanings set forth in the Pledge
     Agreement.

          We hereby notify you in accordance with Section 5.3(a) of the Pledge
     Agreement that the holder of securities listed below (the "Holder") has
     elected to substitute $           Value of Senior Notes or security
                            ----------
     entitlements thereto in exchange for $           Value of Pledged Treasury
                                           ----------
     Securities and has delivered to the undersigned a notice stating that the
     Holder has Transferred such Senior Notes or security entitlements thereto
     to the Securities Intermediary, for credit to the Collateral Account.

          We hereby request that you instruct the Securities Intermediary, upon
     confirmation that such Senior Notes or security entitlements thereto have
     been credited to the Collateral Account, to release to the undersigned
     $           Value of Treasury Securities or security entitlements thereto
      ----------
     related to       Treasury Units of such Holder in accordance with Section
                -----
     5.3(a) of the Pledge Agreement.

                                                                               ,
                                               --------------------------------
                                               as Purchase Contract Agent


Date:                                          By:
      ------------------                           -----------------------------
                                                   Name:
                                                   Title:



     Please print name and address of Holder electing to substitute Pledged
     Senior Notes or security entitlements thereto for Pledged Treasury
     Securities:


- ------------------------                       ---------------------------------
          Name                                 Social Security or other
                                               Taxpayer Identification Number,
                                               if any
- ------------------------
         Address

- ------------------------

- ------------------------

                                      C-2



                                                                       EXHIBIT D

                                   INSTRUCTION
                              FROM COLLATERAL AGENT
                           TO SECURITIES INTERMEDIARY
                      (Reestablishment of Corporate Units)

                                         , as Securities Intermediary
     ------------------------------------

     ----------------------------

     ----------------------------

     Attention:
                -----------------
     Telecopy:
               ------------------

          Re:  ____________ Equity Income Securities of Dominion Resources, Inc.
               (the "Company")

               Securities Account No.            entitled
                                      ----------
               "                                      , as Collateral Agent,
                --------------------------------------
                    Securities Account (Dominion Resources, Inc.)" (the
               ----
               "Collateral Account")

          Please refer to the Pledge Agreement, dated as of            , 20
                                                            -----------    --
     (the "Pledge Agreement"), among the Company, you, as Securities
     Intermediary,                                       , as Purchase Contract
                   --------------------------------------
     Agent and as attorney-in-fact for the holders of Equity Income Securities
     from time to time, and the undersigned, as Collateral Agent. Capitalized
     terms used herein but not defined shall have the meanings set forth in the
     Pledge Agreement.

          When you have confirmed that $          Value of Senior Notes or
                                        ---------
     security entitlements thereto has been credited to the Collateral Account
     by or for the benefit of          , as Holder of Equity Income Securities
                              ---------
     (the "Holder"), you are hereby instructed to release from the Collateral
     Account $           Value of Treasury Securities or security entitlements
              ----------
     thereto by Transfer to the Purchase Contract Agent.

                                                                               ,
                                               --------------------------------
                                               as Collateral Agent


Date:                                          By:
      ------------------                          ------------------------------
                                                  Name:
                                                  Title:



     Please print name and address of Holder:


- ------------------------                       ---------------------------------
          Name                                 Social Security or other
                                               Taxpayer Identification Number,
                                               if any
- ------------------------
         Address

- ------------------------

- ------------------------

                                      D-2



                                                                       EXHIBIT E

                            NOTICE OF CASH SETTLEMENT
                          FROM SECURITIES INTERMEDIARY
                           TO PURCHASE CONTRACT AGENT
                            (Cash Settlement Amounts)

                                         , as Purchase Contract Agent
     ------------------------------------

     ----------------------------

     ----------------------------

     Attention:
                -----------------
     Telecopy:
               ------------------

          Re:               Equity Income Securities of Dominion Resources, Inc.
               ------------
               (the "Company")

          Please refer to the Pledge Agreement, dated as of            , 20
                                                            -----------    --
     (the "Pledge Agreement"), among you, the Company,
                                           , as Collateral Agent and the
     --------------------------------------
     undersigned, as Securities Intermediary. Unless otherwise defined herein,
     terms defined in the Pledge Agreement are used herein as defined therein

          In accordance with Section [5.5(d)] [5.5(e)] of the Pledge Agreement,
     we hereby notify you that as of 11:00 a.m., [on the fifth Business Day
     immediately preceding the Purchase Contract Settlement Date] [on the
     Business Day immediately preceding the Purchase Contract Settlement Date],
     we have received [$________ in immediately available funds paid in an
     aggregate amount equal to the Purchase Price to the Company on the Purchase
     Contract Settlement Date with respect to __________ Corporate Units]
     [$_________ in immediately available funds paid in an aggregate amount
     equal to the Purchase Price to the Company on the Purchase Contract
     Settlement Date with respect to ______ Treasury Units.]


                                                                               ,
                                               --------------------------------
                                               as Securities Intermediary


Date:                                          By:
      ------------------                          ------------------------------
                                                  Name:
                                                  Title:

EX-4.14

                                                                    Exhibit 4.14

================================================================================

                            DOMINION RESOURCES, INC.

                                       and


                            ------------------------


                            ------------------------

                              REMARKETING AGREEMENT

                           Dated as of         , 20
                                       --------    --

================================================================================



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Section 1.    Definitions.................................................    1

Section 2.    Appointment and Obligations of the Remarketing Agent........    3

Section 3.    Representations, Warranties and Agreements of the Company...    7

Section 4.    Officers' Certificates......................................    9

Section 5.    Fees and Expenses...........................................   10

Section 6.    Further Agreements of the Company...........................   10

Section 7.    Conditions to the Remarketing Agent's Obligations...........   12

Section 8.    Indemnification.............................................   18

Section 9.    Contribution................................................   20

Section 10.   Resignation and Removal of the Remarketing Agent............   21

Section 11.   Dealing in the Remarketing Senior Notes.....................   21

Section 12.   Remarketing Agent's Performance; Duty of Care...............   21

Section 13.   Termination.................................................   22

Section 14.   Notices.....................................................   22

Section 15.   Persons Entitled to Benefit of Agreement....................   22

Section 16.   Survival....................................................   23

Section 17.   Governing Law...............................................   23

Section 18.   Counterparts................................................   23

Section 19.   Headings....................................................   23



                            DOMINION RESOURCES, INC.

               20   Series       % Senior Notes, due
                 --        - ----                    ------------

                              REMARKETING AGREEMENT

                                                                          , 20
                                                                  --------    --

[Insert name and address of
Remarketing Agent]

Ladies and Gentlemen:

                                     is undertaking to remarket the 20   Series
          --------------------------                                  --
      % Senior Notes, due              (the "Senior Notes"), issued by Dominion
- - ----                    ------------
Resources, Inc., a Virginia corporation (the "Company"), under the Indenture,
dated as of June 1, 2000, between the Company and JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank), as Trustee (the "Indenture Trustee"), as
amended and supplemented by the       Supplemental Indenture, dated        ,
                                -----                               -------
20   (as amended and supplemented, the "Supplemental Indenture").
  --

          The Remarketing of the Senior Notes is provided for in the
Supplemental Indenture, the Purchase Agreement and the Pledge Agreement.

          Section 1. Definitions.

     (a) Capitalized terms used and not defined in this Agreement shall have the
meanings set forth in the Purchase Contract Agreement, dated as of         ,
                                                                   --------
20   (the "Purchase Contract Agreement"), between the Company and
  --
                   , as Purchase Contract Agent (the "Purchase Contract Agent),
- -------------------
in the Indenture or in the Supplemental Indenture.

     (b) As used in this Agreement, in addition to the terms defined in the
opening paragraph and in Section 1(a), the following terms have the following
meanings:

          "Agreement" means this Remarketing Agreement, as amended or
     supplemented from time to time;

          "Principal Amount" means the principal amount of a Senior Note, or
     $50;

          "Remarketing Senior Notes" means collectively (1) the Pledged Senior
     Notes and



                                                                             2

     (2) the Separated Senior Notes of holders that have elected to participate
     in the Remarketing under Section 106 of the Supplemental Indenture and
     Section 5.7 of the Pledge Agreement, in each case as identified to the
     Remarketing Agent by the Purchase Contract Agent (with respect to the
     Pledged Senior Notes to be remarketed) and the Collateral Agent (with
     respect to the Separated Senior Notes to be remarketed) by 11:00 a.m. (New
     York City time) on the Business Day preceding the Initial Remarketing Date
     or, if applicable, any Subsequent Remarketing Dates or the Final
     Remarketing Date.

          "Remarketing Procedures" means the procedures in connection with the
     Remarketing of the Senior Notes described in the Supplemental Indenture,
     the Purchase Contract Agreement, the Pledge Agreement and this Agreement;
     and

          "Subsidiary" and "Significant Subsidiary" have the meanings set forth
     in Rule 405 under the Securities Act.

          The terms set forth below have the meanings given them in the
     referenced sections of this Agreement:

     Term                                Section
     ---------------------------------   -------
     Depositary Participant                2(e)

     Effective Date                        3(b)

     Effective Time                        3(b)

     Failed Remarketing                    2(f)

     Final Remarketing                     2(d)

     Final Remarketing Date                2(d)

     Initial Remarketing                   2(c)

     Initial Remarketing Date              2(c)

     Material Adverse Effect               3(f)

     Preliminary Prospectus                3(b)

     Prospectus                            3(b)

     Remarketing Agent                     2(a)

     Remarketing Date                      2(e)

     Remarketing Materials                 3(b)

     Remarketing Settlement Date           2(e)



                                                                               3

     Rules and Regulations                 3(b)

     Securities Act                        3(b)

     Subsequent Remarketing                2(d)

     Subsequent Remarketing Date           2(d)

     Successful Initial Remarketing        2(e)

     Successful Final Remarketing          2(e)

     Successful Remarketing                2(e)

     Successful Subsequent Remarketing     2(e)

     Transactions                          3(h)

          Section 2. Appointment and Obligations of the Remarketing Agent.

     (a) The Company hereby appoints                           as exclusive
                                     -------------------------
remarketing agent (the "Remarketing Agent"), and
                                                 -------------------------
hereby accepts appointment as Remarketing Agent, for the purpose of (1)
Remarketing the Remarketing Senior Notes on behalf of the holders thereof and
(2) performing such other duties as are assigned to the Remarketing Agent in the
Remarketing Procedures, all in accordance with the Remarketing Procedures.

     (b) The Remarketing Agent agrees to (1) use commercially reasonable efforts
to remarket the Remarketing Senior Notes tendered or deemed tendered to the
Remarketing Agent in the Remarketing, (2) provide prompt notice of the Reset
Rate as set forth in this Agreement and (3) carry out such other duties as are
assigned to the Remarketing Agent in the Remarketing Procedures, all in
accordance with the provisions of the Remarketing Procedures.

     (c) On                   (the "Initial Remarketing Date"), the Remarketing
            -----------------
Agent shall use its commercially reasonable efforts to remarket (the "Initial
Remarketing") the Remarketing Senior Notes at a price at least equal to the
Remarketing Value under the Remarketing Procedures. If, as a result of such
efforts, the Remarketing Agent determines that it will be able to remarket all
of the Remarketing Senior Notes tendered or deemed tendered for purchase at a
price at least equal to the Remarketing Value before 4:00 p.m. (New York City
time) on the Initial Remarketing Date, the Remarketing Agent shall determine the
Reset Rate that will enable it to remarket all Remarketing Senior Notes tendered
or deemed tendered for Remarketing at an interest rate on the Initial
Remarketing Date sufficient to allow the Remarketing to occur at a price equal
to the Remarketing Value.

     (d) If, despite the commercially reasonable efforts described in the
preceding paragraph, the Remarketing Agent cannot remarket the Remarketing
Senior Notes on the Initial Remarketing Date, the Remarketing Agent will
continue to use its commercially reasonable efforts to remarket the Remarketing
Senior Notes (i) on one or more subsequent occasions from



                                                                               4

the Initial Remarketing Date to, and including, the ninth Business Day preceding
the Purchase Contract Settlement Date and (ii) if necessary, on the third
Business Day preceding the Purchase Contract Settlement Date, and in connection
therewith to determine the Reset Rate at an interest rate on the Remarketing
Date, if any, sufficient to allow the Remarketing at a price equal to the
Remarketing Value as set forth herein and (each such subsequent Remarketing up
to and including the ninth Business Day preceding the Purchase Contract
Settlement Date being referred to as a "Subsequent Remarketing" and each such
date to be referred to as, a "Subsequent Remarketing Date"; and the Remarketing
on the third Business Day preceding the Purchase Contract Settlement Date, being
referred to as the "Final Remarketing" and such date to be referred to as, the
"Final Remarketing Date;"), in each case in accordance with the Remarketing
Procedures; provided, however, that, the Final Remarketing, if at all, must
occur no later than on the third Business Day immediately preceding the Purchase
Contract Settlement Date.

     (e) If the Initial Remarketing, any Subsequent Remarketing or the Final
Remarketing is successful (respectively, a "Successful Initial Remarketing," a
"Successful Subsequent Remarketing" or a "Successful Final Remarketing"; any of
the foregoing, a "Successful Remarketing"; and the date of a Successful
Remarketing, the "Remarketing Date"), then:

     (i) By approximately 4:30 p.m. (New York City time) on such Remarketing
     Date, (A) the Remarketing Agent shall advise by telephone the Company, the
     Purchase Contract Agent, the Collateral Agent, the Securities Intermediary,
     the Depositary and the Trustee, of the Reset Rate determined in the
     Remarketing, (B) the Remarketing Agent shall advise each purchaser of
     Senior Notes sold in the Remarketing or such purchaser's DTC participant
     (the "Depositary Participant") of the Reset Rate and the number of Senior
     Notes such purchaser is to purchase, and (C) the Remarketing Agent shall
     request each purchaser to give instructions to its Depositary Participant
     to pay the purchase price on the third Business Day after the Remarketing
     Date (the "Remarketing Settlement Date") in same day funds against delivery
     of the Remarketing Senior Notes purchased through the facilities of the
     Depositary.

     In accordance with the Depositary's normal procedures, on the Remarketing
     Settlement Date or the Purchase Contract Settlement Date, as applicable,
     the transactions described above with respect to Senior Notes remarketed in
     the Remarketing shall be executed through the Depositary, and the accounts
     of the respective Depositary Participants shall be debited and credited,
     respectively, and such Remarketing Senior Notes delivered by book-entry, as
     necessary to effect purchases and sales of such Remarketing Senior Notes;
     provided, however, that, the settlement procedures set forth herein,
     including provisions for payment by purchasers of the Remarketing Senior
     Notes in the Remarketing, shall be subject to modification to the extent
     required by the Depositary or if the book-entry system is no longer
     available for the Remarketing Senior Notes at the time of the Remarketing,
     to facilitate the remarketing of the Remarketing Senior Notes in
     certificated form and the Remarketing Agent may modify such settlement
     procedures in order to facilitate the settlement process.

     (ii) Upon receipt of the proceeds from a Successful Remarketing, the
     Remarketing Agent shall:



                                                                               5

     (A) deduct and retain for itself an amount equal to     % of the Principal
                                                         ----
     Amount of the Remarketing Senior Notes as a fee for the performance of its
     services as Remarketing Agent hereunder;

     (B) (I) if the Successful Remarketing occurs before the third Business Day
     preceding the Purchase Contract Settlement Date, use the remaining proceeds
     with respect to the Pledged Senior Notes from such Successful Remarketing
     to purchase the Treasury Portfolio, in open market transactions and/or at
     Treasury auctions, described in clauses (1)(i) and (2)(i) of the definition
     of Remarketing Value and deliver such Treasury Portfolio to the Collateral
     Agent on the Remarketing Settlement Date or as soon thereafter as is
     practicable, or (II) if such Successful Remarketing occurs on the Final
     Remarketing Date, remit to the Collateral Agent on the Remarketing
     Settlement Date the portion of the remaining proceeds with respect to the
     Pledged Senior Notes from such Successful Remarketing in an amount equal to
     the aggregate principal amount of such Senior Notes.

     (C) if any Separated Senior Notes were included in such Successful
     Remarketing, remit to the Collateral Agent for payment to the holders of
     such Separated Senior Notes the amounts specified in clauses 1(ii) and
     2(ii) of the definition of Remarketing Value; and

     (D) remit any remaining balance of such proceeds after the application of
     such proceeds as set forth in clauses (A) through (C) above, if any, to the
     Purchase Contract Agent for the benefit of the Holders of the remarketed
     Pledged Senior Notes and to the Collateral Agent for the holders of any
     remarketed Separated Senior Notes, on a pro rata basis; provided, however,
     that if such Successful Remarketing is consummated after 4:30 p.m. (New
     York City time) on such Remarketing Date and, despite using its
     commercially reasonable efforts, the Remarketing Agent cannot cause the
     applications of the proceeds specified above to occur on the Remarketing
     Settlement Date, then the Remarketing Agent may make such applications and
     remittances on the next succeeding Business Day. The Remarketing Agent may,
     in its discretion, communicate with holders of the Senior Notes, and
     prospective purchasers of Remarketing Senior Notes in connection with its
     remarketing efforts in order to facilitate the remarketing and the intent
     and purpose of this Agreement despite the fact that such communication may
     not be expressly required herein.

     (f) If, by 4:00 p.m. (New York City time), on the ninth Business Day
preceding the Purchase Contract Settlement Date, the Remarketing Agent, despite
using its commercially reasonable efforts, has been and is unable to remarket
all of the Remarketing Senior Notes tendered for purchase at a price equal to at
least the Remarketing Value, the Remarketing Agent shall Transfer to the
Collateral Agent, by the sixth Business Day preceding the Purchase Contract
Settlement Date, the Pledged Senior Notes that that were to be remarketed in the
Initial or Subsequent Remarketing, whereupon the Collateral Agent shall, for the
benefit of the Company, hold such Pledged Senior Notes, to secure the obligation
of the related Holders of Corporate Units to purchase Common Stock under the
related Purchase Contracts.



                                                                               6

     (g) If, (1) by 4:00 p.m. (New York City time), on the Final Remarketing
Date, the Remarketing Agent, despite using its commercially reasonable efforts,
has been and is unable to remarket all of the Remarketing Senior Notes tendered
for purchase at a price equal to at least the Remarketing Value, or (2) the
Remarketing Agent has determined that the Remarketing may not be commenced or
consummated as contemplated herein and by the Remarketing Procedures under
applicable law, a failed Remarketing (a "Failed Remarketing") shall be deemed to
have occurred. If a Failed Remarketing occurs, the Remarketing Agent and the
Company, as applicable, shall take the following actions:

     (i) The Remarketing Agent shall notify by telephone the Company, the
     Purchase Contract Agent, the Collateral Agent and the Trustee, that a
     Failed Remarketing has occurred, whereupon the Company shall notify the
     Depositary, by telephone, that a Failed Remarketing has occurred.

     (ii) The Company shall cause a notice of the Failed Remarketing to be sent
     to the holders of all Senior Notes and to be published in an Authorized
     Newspaper in New York City, in each case, no later than the Business Day
     preceding Purchase Contract Settlement Date.

     (iii) The Remarketing Agent shall determine the Reset Rate that will be
     equal to the Two Year Benchmark Rate plus the Applicable Spread in
     accordance with Section 106 of the Supplemental Indenture.

     (iv) The Remarketing Agent shall remit the Pledged Senior Notes that were
     to be remarketed to the Purchase Contract Agent and the Separated Senior
     Notes that were to be remarketed to the Collateral Agent.

     (g) If there are no Pledged Senior Notes and no holders of Separated Senior
Notes elect to participate in the Remarketing and deliver their Separated Senior
Notes and a notice of such election to the Collateral Agent by the Election Date
in accordance with the Supplemental Indenture, then:

     (i) the Remarketing Agent shall, in its sole discretion, determine the rate
     that, in its judgment, would have been established had a Remarketing been
     held on the Final Remarketing Date, and such rate shall be the Reset Rate;

     (ii) the Remarketing Agent shall advise by telephone the Company and the
     Trustee of such Reset Rate, whereupon the Company shall notify the
     Depositary in writing of such Reset Rate; and

     (iii) the Company shall cause a notice of such Reset Rate to be sent to the
     holders of all Senior Notes and to be published in an Authorized Newspaper
     in New York City, in each case, no later than the Business Day preceding
     the Purchase Contract Settlement Date.



                                                                               7

          Section 3. Representations, Warranties and Agreements of the Company.

          The Company represents, warrants and agrees (i) on and as of the date
hereof, (ii) on and as of the date the Prospectus Supplement or other
Remarketing Materials (each as defined in Section 3(b) below) are first
distributed in connection with the Remarketing (the "Commencement Date"), and
(iii) on and as the Initial Remarketing Date and, if applicable, any Subsequent
Remarketing Date and the Final Remarketing Date that:

          (a) The conditions for use of Form S-3, as set forth in the General
     Instructions thereto, have been satisfied.

          (b) A registration statement on Form S-3 (File No. _________) and an
     amendment or amendments thereto with respect to the initial offering of the
     Senior Notes has (i) been prepared by the Company in conformity with the
     requirements of the Securities Act of 1933, as amended (the "Securities
     Act"), and the rules and regulations (the "Rules and Regulations") of the
     Commission thereunder, (ii) been filed with the Commission under the
     Securities Act and (iii) become effective under the Securities Act; a
     registration statement on Form S-3, if required to be filed in connection
     with the Remarketing, also may be prepared by the Company in conformity
     with the requirements of the Securities Act and the Rules and Regulations
     and filed with the Commission under the Securities Act; and the Indenture
     has been qualified under the Trust Indenture Act. Copies of such
     registration statement or registration statements that have become
     effective, and the amendment or amendments to such registration statements,
     have been delivered by the Company to the Remarketing Agent, in the case of
     documents not electronically available through the Commission's EDGAR
     filing system and, in the case of documents that are so available, to the
     extent requested by the Remarketing Agent.

          As used in this Agreement, "Effective Time" means the date and time as
     of which the last of such registration statements that have become
     effective or may be filed, or the most recent post-effective amendment
     thereto, if any, was declared effective by the Commission; "Effective Date"
     means the date of the Effective Time of such last registration statement;
     "Preliminary Prospectus" means each prospectus relating to the Remarketing
     Senior Notes included in such last registration statement, or amendment
     thereto, before it became effective under the Securities Act and any
     prospectus relating to the Remarketing Senior Notes filed by the Company
     under Rule 424(a) of the Rules and Regulations; "Registration Statement"
     means such last registration statement, as amended at its Effective Time,
     including documents incorporated by reference therein at such time and, if
     applicable, all information contained in the final prospectus filed with
     the Commission under Rule 424(b) of the Rules and Regulations, including
     any information deemed to be part of such Registration Statement as of the
     Effective Time under paragraph (b) of Rule 430A of the Rules and
     Regulations; and "Prospectus" means each final prospectus relating to the
     Remarketing Senior Notes, as first filed under Rule 424(b) of the Rules and
     Regulations.



                                                                               8

          Reference made herein to any Preliminary Prospectus, the Prospectus or
     any other information furnished by the Company to the Remarketing Agent for
     distribution to investors in connection with the Remarketing (the
     "Remarketing Materials") shall be deemed to refer to and include any
     documents incorporated by reference therein under Item 12 of Form S-3 under
     the Securities Act as of the date of such Preliminary Prospectus or the
     Prospectus, as the case may be, or, in the case of Remarketing Materials,
     referred to as incorporated by reference therein, and any reference to any
     amendment or supplement to any Preliminary Prospectus, the Prospectus or
     the Remarketing Materials shall be deemed to refer to and include any
     document filed under the Exchange Act after the date of such Preliminary
     Prospectus or the Prospectus incorporated by reference therein under Item
     12 of Form S-3 or, if so incorporated, the Remarketing Materials, as the
     case may be; and any reference to any amendment to the Registration
     Statement shall be deemed to include any annual report of the Company filed
     with the Commission under Section 13(a) or 15(d) of the Exchange Act after
     the Effective Time that is incorporated by reference in the Registration
     Statement.

          (c) The Commission has not issued an order preventing or suspending
     the use of the Registration Statement, any Preliminary Prospectus, the
     Prospectus or the Remarketing Materials.

          (d) The Registration Statement conforms (and the Prospectus and any
     further amendments or supplements to the Registration Statement or the
     Prospectus, when they become effective or are filed with the Commission, as
     the case may be, will conform) in all respects to the requirements of the
     Securities Act and the Rules and Regulations, and the Registration
     Statement, the Prospectus and the Remarketing Materials do not and will
     not, as of the Effective Date (as to the Registration Statement and any
     amendment thereto), as of the applicable filing date (as to the Prospectus
     and any amendment or supplement thereto) and as of the Commencement Date
     and the Remarketing Date (as to the Registration Statement, the Prospectus
     and any Remarketing Materials) contain any untrue statement of a material
     fact or omit to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading; provided that no
     representation and warranty is made as to the statement of eligibility and
     qualification on Form T-1 of the Indenture Trustee under the Trust
     Indenture Act, or as to information contained in or omitted from the
     Registration Statement, the Prospectus or the Remarketing Materials in
     reliance upon and in conformity with written information furnished to the
     Company by the Remarketing Agent specifically for inclusion therein; the
     Indenture conforms in all material respects to the requirements of the
     Trust Indenture Act and the applicable rules and regulations thereunder.

          (e) Deloitte & Touche LLP, who certified certain of the Company's
     financial statements incorporated by reference in the Registration
     Statement and the Prospectus (or any firm that subsequently serves as the
     Company's independent public accountants), are independent public
     accountants as required by the Securities Act and the Rules and
     Regulations.

          (f) Except as reflected in, or contemplated by, the Registration
     Statement, the Prospectus or the Remarketing Materials, since the
     respective most recent dates as of



                                                                               9

     which information is given in the Registration Statement, the Prospectus or
     any Remarketing Materials, 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, the Prospectus or the
     Remarketing Materials.

          (g) All of the issued and outstanding capital stock or membership
     interests of each Significant Subsidiary of the Company have been duly
     authorized and are validly issued, 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 (or any stock owned by third
     parties of any Significant Subsidiary that the Company acquires after the
     date hereof), is owned by the Company, directly or through subsidiaries,
     free and clear of any security interest, mortgage, pledge, lien, claim,
     encumbrance or equitable right.

          (h) The execution, delivery and performance of this Agreement, the
     Indenture and the Senior Notes and any other agreement or instrument
     entered into or issued or to be entered into or issued by the Company in
     connection with the transactions contemplated hereby or thereby and the
     consummation of the transactions contemplated herein or therein
     (collectively, the "Transactions") and compliance by the Company with its
     obligations hereunder and thereunder 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 under 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 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 perform under this Agreement.

          (i) The Company is not an "investment company" or an entity
     "controlled" by an "investment company" as such terms are defined in the
     Investment Company Act of 1940, as amended.

          Section 4. Officers' Certificates.

          Any certificate signed by any officer of the Company or any of its
subsidiaries and delivered to the Remarketing Agent or to counsel for the
Remarketing Agent in connection with the Remarketing shall be deemed a
representation and warranty by the Company to the Remarketing Agent as to the
matters covered thereby on the date of such certificate.



                                                                              10

          Section 5. Fees and Expenses.

     (a) For the performance of its services as Remarketing Agent hereunder, the
Remarketing Agent shall retain from the proceeds of the Remarketing a
Remarketing Fee in accordance with Section 2(e)(ii)(A).

     (b) The Company agrees to pay:

          (1) the costs incident to the preparation and printing of the
     Registration Statement, Prospectus and any Remarketing Materials and any
     amendments or supplements thereto, including all related registration and
     filing fees;

          (2) the costs of distributing the Registration Statement, Prospectus
     and any Remarketing Materials and any amendments or supplements thereto;

          (3) The fees and expenses of qualifying the Remarketing Senior Notes
     under the securities laws of the several jurisdictions as provided in
     Section 6(f) and of preparing, printing and distributing a Blue Sky
     Memorandum (including related fees and expenses of counsel to the
     Remarketing Agent);

          (4) all other costs and expenses incident to the performance of the
     obligations of the Company hereunder, including the fees and expenses of
     the Company's counsel; and

          (5) the reasonable fees and expenses of outside counsel to the
     Remarketing Agent in connection with their duties hereunder.

          Section 6. Further Agreements of the Company.

          The Company covenants and agrees as follows:

          (a) (1) To prepare any registration statement or prospectus, if
     required, in connection with the Remarketing, in a form approved by the
     Remarketing Agent and to file any such prospectus under the Securities Act
     within the period required by the Rules and Regulations;

               (2) to advise the Remarketing Agent, promptly after it receives
     notice thereof, of the time when any amendment to the Registration
     Statement has been filed or becomes effective or any supplement to the
     Prospectus or any amended Prospectus has been filed, in each such case
     excluding documents filed under the Exchange Act incorporated by reference,
     and to furnish the Remarketing Agent with copies of such notice;

               (3) to file promptly all reports and any definitive proxy or
     information statements required to be filed by the Company with the
     Commission under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
     subsequent to the date of the Prospectus and for so long as the delivery of
     a prospectus is required in connection with the offering or sale of the
     Remarketing Senior Notes;



                                                                              11

               (4) to advise the Remarketing Agent, promptly after it receives
     notice thereof, of the issuance by the Commission of any stop order or of
     any order preventing or suspending the use of the Prospectus, of the
     suspension of the qualification of any of the Remarketing Senior Notes for
     offering or sale in any jurisdiction, of the initiation or threatening of
     any proceeding for any such purpose, or of any request by the Commission
     for the amending or supplementing of the Registration Statement or the
     Prospectus or for additional information; and, in the event of the issuance
     of any stop order or of any order preventing or suspending the use of any
     Prospectus or suspending any such qualification, to use promptly its best
     efforts to obtain its withdrawal.

          (b) To deliver promptly to the Remarketing Agent in New York City such
     number of the following documents as the Remarketing Agent shall request:
     (i) conformed copies of the Registration Statement as originally filed with
     the Commission and each amendment thereto (in each case excluding exhibits
     other than this Agreement and the Indenture), (ii) the Prospectus and any
     amended or supplemented Prospectus, (iii) any document incorporated by
     reference in the Prospectus (excluding exhibits thereto) and (iv) any
     Remarketing Materials; and, if the delivery of a prospectus is required at
     any time in connection with the Remarketing and if at such time any event
     shall have occurred as a result of which the Prospectus as then amended or
     supplemented would include any untrue statement of a material fact or omit
     to state any material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made when
     such Prospectus is delivered, not misleading, or if for any other reason in
     the opinion of counsel to the Company or the Remarketing Agent it shall be
     necessary during such same period to amend or supplement the Registration
     Statement or Prospectus or to file under the Exchange Act any document
     incorporated by reference in the Prospectus in order to comply with the
     Securities Act or the Exchange Act, to notify the Remarketing Agent and to
     file such document and to prepare and furnish without charge to the
     Remarketing Agent and to any dealer in Senior Notes as many copies as the
     Remarketing Agent may from time to time request of an amended or
     supplemented Prospectus which will correct such statement or omission or
     effect such compliance.

          (c) To file promptly with the Commission any amendment to the
     Registration Statement or the Prospectus or any supplement to the
     Prospectus that may, in the judgment of the Company or the Remarketing
     Agent, be required by the Securities Act or requested by the Commission.

          (d) Before filing with the Commission (i) any amendment to the
     Registration Statement or supplement to the Prospectus (excluding documents
     filed under the Exchange Act incorporated by reference) or (ii) any
     Prospectus under Rule 424 of the Rules and Regulations, to furnish a copy
     thereof to the Remarketing Agent and counsel to the Remarketing Agent; and
     to afford them a reasonable opportunity to comment on any such amendment or
     supplement.

          (e) As soon as practicable after the Effective Date of the
     Registration Statement to make "generally available to the Company's
     security holders" and to deliver to the Remarketing Agent an "earnings
     statement" of the Company and its subsidiaries (which need not be audited)
     in reasonable detail, covering a period of at least 12 months



                                                                              12

     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. The terms "generally available to its
     security holders" and "earnings statement" shall have the meanings set
     forth in Rule 158 of the Rules and Regulations.

          (f) Promptly from time to time to take such action as the Remarketing
     Agent may reasonably request to qualify any of the Remarketing Senior Notes
     for offer and sale under the securities or "blue sky" laws of such
     jurisdictions as the Remarketing Agent may request and to comply with such
     laws so as to permit the continuance of sales and dealings therein in such
     jurisdictions for as long as may be necessary to complete the distribution
     of the Senior Notes; provided that in connection therewith, the Company
     shall not be required to qualify as a foreign corporation or to file a
     general consent to service of process in any jurisdiction in which it is
     not so qualified or to submit to any requirements which it deems unduly
     burdensome.

          Section 7. Conditions to the Remarketing Agent's Obligations.

          The obligations of the Remarketing Agent hereunder are subject to (i)
the accuracy, on and as of the date when made, of the representations and
warranties of the Company contained herein or in any Certificates of any officer
of the Company or any subsidiary of the Company delivered pursuant hereto, (ii)
the performance by the Company of its obligations hereunder and (iii) each of
the following additional terms and conditions:

          (a) The Prospectus shall have been filed with the Commission under
     Section 6(a) hereof; no stop order suspending the effectiveness of the
     Registration Statement or any part thereof or suspending the qualification
     of the Indenture, shall have been issued and no proceeding for that purpose
     shall have been initiated or threatened by the Commission; and any request
     of the Commission for inclusion of additional information in the
     Registration Statement or the Prospectus or otherwise shall have been
     complied with.

          (b) The Remarketing Agent shall not have discovered and disclosed to
     the Company on or before the Remarketing Date that the Registration
     Statement, the Prospectus or the Remarketing Materials or any amendment or
     supplement thereto contains any untrue statement of a fact which, in the
     opinion of counsel to the Remarketing Agent, is material or omits to state
     any fact which, in the opinion of such counsel, is material and is required
     to be stated therein or is necessary to make the statements therein not
     misleading and the Company shall not have filed an amendment or supplement
     to the Registration Statement or otherwise acted to correct the matter so
     disclosed.

          (c) Counsel to the Company shall have furnished to the Remarketing
     Agent its written opinion, addressed to the Remarketing Agent and dated the
     Initial Remarketing Date and, if applicable, any Subsequent Remarketing
     Date and the Final Remarketing Date, in form and substance satisfactory to
     the Remarketing Agent, to the effect that:



                                                                              13

               (i) 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,
          as amended, 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, delivery or performance of the
          Indenture, the Senior Notes and this Agreement by the Company or for
          the Remarketing of the Senior Notes. An appropriate order of the
          Commission with respect to the sale of the Corporate Units, of which
          the Senior Notes are a part, under the Public Utility Holding Company
          Act of 1935, as amended (if required), has been issued, and such order
          remains in effect at this date.

               (ii) The Indenture has been duly authorized, executed and
          delivered by, has been duly qualified under the Trust Indenture Act
          and constitutes a valid and binding obligation of, the Company,
          enforceable against the Company in accordance with its terms, subject
          to the effects of bankruptcy, insolvency, fraudulent conveyance,
          reorganization, moratorium and other similar laws relating to or
          affecting creditors' rights generally, general equitable principles
          (whether considered in a proceeding in equity or at law) and an
          implied covenant of good faith and fair dealing.

               (iii) The Senior Notes have been duly authorized, executed,
          issued and delivered by the Company and constitute valid and binding
          obligations of the Company entitled to the benefits of the Indenture,
          enforceable in accordance with their terms, subject to the effects of
          bankruptcy, insolvency, fraudulent conveyance, reorganization,
          moratorium and other similar laws relating to or affecting creditors'
          rights generally, general equitable principles (whether considered in
          a proceeding in equity or at law) and an implied covenant of good
          faith and fair dealing.

               (iv) The Remarketing Senior Notes and the Remarketing Agreement,
          when the Remarketing Senior Notes are remarketed under this Agreement,
          will conform to the descriptions thereof contained in the Prospectus
          and in any Remarketing Materials, and the Indenture is in
          substantially the form filed as an exhibit to the Registration
          Statement.

               (v) The Registration Statement was declared effective under the
          Securities Act, and the Indenture was qualified under the Trust
          Indenture Act, as of the date and time specified in such opinion, the
          Prospectus was filed with the Commission under the subparagraph of
          Rule 424(b) of the Rules and Regulations specified in such opinion on
          the date specified therein and, to the knowledge of such counsel, no
          stop order suspending the effectiveness of the Registration Statement
          has been issued and no proceeding for that purpose is pending or
          threatened by the Commission.



                                                                              14

               (vi) The Registration Statement and the Prospectus appear on
          their face to be appropriately responsive in all material respects to
          the requirements of the Securities Act and the Rules and Regulations
          (except that such counsel need express no comment or belief with
          respect to the financial statements and schedules and other financial
          or statistical information contained in the Registration Statement or
          Prospectus).

               (vii) The statements contained in the Prospectus under the
          captions "Description of Debt Securities," "Additional Terms of Senior
          Debt Securities," and "Description of the Senior Notes," insofar as
          they purport to constitute summaries of certain terms of documents
          referred to therein, constitute accurate summaries of the terms of
          such documents in all material respects.

               (viii) Based upon current law and the assumptions stated or
          referred to therein, the statements relating to the Remarketing Senior
          Notes set forth in the Prospectus or in the Remarketing Materials
          under the caption "United States Federal Income Tax Consequences,"
          insofar as they purport to constitute summaries of matters of United
          States federal tax laws and regulations or legal conclusions with
          respect thereto, constitute accurate summaries of the matters
          described therein in all material respects.

     In rendering such opinion, such counsel may state that its opinion is
     limited to matters governed by the Federal laws of the United States of
     America and the laws of the Commonwealth of Virginia and the State of New
     York. Such counsel shall also advise the Remarketing Agent that although
     such counsel is not passing upon and assumes no responsibility or liability
     for the accuracy, completeness or fairness of the statements contained in
     the documents incorporated by reference in the Prospectus or any further
     amendment or supplement thereto made by the Company before such Remarketing
     Date, they have no reason to believe that any of such documents (other than
     the financial statements and related schedules therein, as to which such
     counsel need express no opinion), when such documents became effective or
     were filed with the Commission, as the case may be, contained, in the case
     of a registration statement which became effective under the Securities
     Act, an untrue statement of a material fact or omitted to state a material
     fact required to be stated therein necessary to make the statements therein
     not misleading, or, in the case of other documents which were filed under
     the Securities Act or the Exchange Act with the Commission, an untrue
     statement of a material fact or omitted to state a material fact necessary
     in order to make the statements therein, in light of the circumstances
     under which they were made when such documents were so filed, not
     misleading. Such counsel shall also advise the Remarketing Agent that
     although such counsel is not passing upon and, except as set forth in
     clauses (vii) and (viii) above, assumes no responsibility or liability for
     the accuracy, completeness or fairness of the statements contained in the
     Registration Statement, the Prospectus and the Remarketing Materials and
     any further amendments and supplements thereto made by the Company before
     such date, such counsel has no reason to believe that, as of its effective
     date, the Registration Statement or any further amendment thereto made by
     the Company before such date (other than the financial statements and
     related schedules therein, as to which such counsel need express no
     opinion) contained an untrue statement of a material fact or



                                                                              15

     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading or that, as of its date, the
     Prospectus and the Remarketing Materials or any further amendment or
     supplement thereto made by the Company before such Remarketing Date (other
     than the financial statements and related schedules therein, as to which
     such counsel need express no opinion) contained an untrue statement of a
     material fact or omitted to state a material fact necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading or that, as of the Commencement Date, the Remarketing
     Date and the Purchase Contract Settlement Date, either the Registration
     Statement, the Prospectus or the Remarketing Materials or any further
     amendment or supplement thereto made by the Company before such Remarketing
     Date (other than the financial statements and related schedules therein, as
     to which such counsel need express no opinion) contains an untrue statement
     of a material fact or omits to state a material fact necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading. Such counsel may state that its opinion is given on
     the basis that any statement contained in a document incorporated by
     reference in the Prospectus or any further amendment or supplement thereto
     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 document incorporated by reference in the
     Prospectus or any further amendment or supplement thereto or in the
     Registration Statement or Prospectus.

          (d) The General Counsel of the Company shall have furnished to the
     Remarketing Agent a written opinion, addressed to the Remarketing Agent and
     dated the Initial Remarketing Date and, if applicable, any Subsequent
     Remarketing Date and the Final Remarketing Date, in form and substance
     satisfactory to the Remarketing Agent, to the effect that:

               (i) The Company has been duly incorporated and is validly
          existing as a corporation in good standing under the laws of the
          Commonwealth of Virginia and has the corporate power and authority to
          own, lease and operate its properties and to conduct its business as
          described in Prospectus and in any Remarketing Materials and to enter
          into and perform its obligations under this Agreement and the
          Indenture. 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 be in good standing would not
          result in a Material Adverse Effect.

               (ii) Each Significant Subsidiary of the Company has been duly
          organized and is validly existing in good standing under the laws of
          the jurisdiction of its organization, has the power and authority to
          own, lease and operate its properties and to conduct its business as
          described in the Prospectus and in any Remarketing Materials and is
          duly qualified 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



                                                                              16

          business, except where the failure to so qualify or be in good
          standing would not result in a Material Adverse Effect.

               (iii) This Agreement has been duly authorized, executed and
          delivered by the Company.

               (iv) There are no actions, suits or proceedings pending or, to
          the best of such counsel's knowledge, threatened, to which the Company
          or any of its subsidiaries is a party or to which any of the
          properties of the Company or any of its subsidiaries is subject, other
          than (A) as described in the Prospectus or in any Remarketing
          Materials and (B) actions, suits or proceedings which such counsel
          believes are not likely to have a material adverse effect on the power
          or ability of the Company to perform its obligations under this
          Agreement or to consummate the Transactions.

          (e) On the Initial Remarketing Date and, if applicable, any Subsequent
     Remarketing Date and the Final Remarketing Date, the Company shall have
     furnished to the Remarketing Agent a letter addressed to the Remarketing
     Agent and dated such date, in form and substance satisfactory to the
     Remarketing Agent, of the Company's independent public accountants,
     containing statements and information of the type ordinarily included in
     accountants' "comfort letters" with respect to certain financial
     information contained in the Prospectus and in the Remarketing Materials.

          (f) The Company shall have furnished to the Remarketing Agent a
     certificate, dated the Initial Remarketing Date and, if applicable, any
     Subsequent Remarketing Date and the Final Remarketing Date, of its
     President or any Vice President, stating that:

               (i) the representations, warranties and agreements of the Company
          contained in this Agreement are true and correct as of the Remarketing
          Date, and the Company performed all obligations and satisfied all
          conditions required of it under this Agreement; and

               (ii) no stop order suspending the effectiveness of the
          Registration Statement is in effect and no proceedings for such
          purpose are pending before, or to such officer's knowledge, threatened
          by the Commission on the date hereof.

          (g) Subsequent to fifteen Business Days before the Remarketing Date
     and before the Remarketing on the Remarketing Date, except as reflected in,
     or contemplated by, the Registration Statement, the Prospectus and the
     Remarketing Materials, there shall not have occurred:

               (i) any change in the common stock or long-term debt of the
          Company (other than a decrease in the aggregate principal amount of
          such debt outstanding);

               (ii) any material adverse change in the general affairs,
          financial condition or earnings of the Company and its subsidiaries
          taken as a whole; or



                                                                              17

               (iii) 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 any such case described in clause (i), (ii) or
     (iii), is, in the reasonable judgment of the Remarketing Agent, so material
     and so adverse as to make it impracticable to proceed with the Remarketing
     on the terms and in the manner contemplated in the Prospectus, the
     Remarketing Materials and this Agreement.

          (h) Subsequent to fifteen Business Days before the Remarketing Date
     and before the Remarketing on the Remarketing Date, there shall not have
     occurred any of the following:

               (i) a downgrading in the rating accorded the Company's senior
          unsecured notes, or securities that are pari passu to the Company's
          senior unsecured 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) or any public
          announcement by any such organization that it has under surveillance
          or review, with possible negative implications, its rating of such
          securities;

               (ii) any general suspension of trading in securities on the New
          York Stock Exchange or any limitation on prices for such trading or
          any restriction 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;

               (iii) a suspension of trading of any securities of the Company on
          the New York Stock Exchange;

               (iv) a banking moratorium shall have been declared by federal or
          New York state authorities; or

               (v) any outbreak or escalation of major hostilities in which the
          United States is 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 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 Remarketing
     Agent, makes it impracticable to proceed with the Remarketing on the terms
     and in the manner contemplated in the Prospectus, the Remarketing Materials
     and this Agreement.

          (i) Without the prior written consent of the Remarketing Agent, the
     Indenture shall not have been amended in any manner, or otherwise contain
     any provision not contained therein as of the date hereof that, in the
     reasonable judgment of the Remarketing Agent, materially changes the nature
     of the Remarketing Senior Notes or the Remarketing Procedures. The
     foregoing shall not require notice to, or the obtaining



                                                                              18

     of consent from, the Remarketing Agent with respect to any amendment or
     change in the Indenture that does not materially change the nature of the
     Remarketing Senior Notes or the Remarketing Procedures.

          (j) All corporate proceedings and other legal matters incident to the
     authorization, form and validity of this Agreement, the Indenture, the
     Remarketing Senior Notes, the Prospectus, the Registration Statement, the
     Remarketing Materials and all other legal matters relating to this
     Agreement and the transactions contemplated hereby shall be reasonably
     satisfactory in all material respects to counsel to the Remarketing Agent,
     and the Company shall have furnished to such counsel all documents and
     information that they may reasonably request to enable them to pass upon
     such matters.

          All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Remarketing Agent.

          Section 8. Indemnification.

     (a) The Company agrees to indemnify and hold harmless the Remarketing Agent
and each person who controls the Remarketing Agent within the meaning of Section
15 of the Securities Act or Section 20(a) of the Exchange Act, from and against
any and all losses, claims, damages or liabilities, joint or several, or any
actions in respect thereof, to which the Remarketing Agent or any such
controlling person may become subject, under the Securities Act, the Exchange
Act or any other statute or common law and to reimburse the Remarketing Agent
and any such controlling person for any legal or other expenses (including, to
the extent hereinafter provided, reasonable outside counsel fees) incurred by
the Remarketing Agent or any such controlling person in connection with
investigation 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 (i) any untrue
statement or alleged untrue statement of a material fact contained in (A) the
Registration Statement or the Prospectus or in any amendment or supplement
thereto (if any amendments or supplements thereto shall have been furnished) (B)
any Preliminary Prospectus (if and when used before the Effective Date) or (C)
any Remarketing Materials, or (ii) the omission or alleged omission to state
therein any material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the foregoing
agreement, insofar as it relates to any Preliminary Prospectus, shall not inure
to the benefit of the Remarketing Agent (or to the benefit of any such
controlling person) on account of any losses, claims, damages, liabilities or
actions arising out of the sale of the Remarketing Senior Notes to any person by
the Remarketing Agent 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 Remarketing Agent), shall not have been sent or given by or on
behalf of the Remarketing Agent to such person at or before 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 under
Section 6(b), if the misstatement or omission leading to such loss, claim,
damage, liability or action 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,
liability or action; and provided



                                                                              19

further that the indemnity agreement of the Company contained in this Section
8(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 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 the Remarketing Agent for use therein. The
indemnity agreement of the Company contained in this Section 8(a) and the
representations and warranties of the Company contained in or made under
Sections 3 and 4 shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of the Remarketing Agent or any such
controlling person, and shall survive the Remarketing of the Remarketing Senior
Notes.

     (b) The Remarketing Agent agrees to indemnify and hold harmless the
Company, its officers and directors and each person who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, from and against any and all losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof, to which they
or any of them may become subject, under the Securities Act, the 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 investigation 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, (i) any untrue statement or
alleged untrue statement of a material fact contained in (A) the Registration
Statement or the Prospectus or in any amendment or supplement thereto (if any
amendments or supplements thereto shall have been furnished) (B) any Preliminary
Prospectus (if and when used before the Effective Date) or (C) any Remarketing
Materials, or (ii) the omission or alleged omission to state therein any
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 the
Remarketing Agent for use therein. The indemnity agreement of the Remarketing
Agent contained in this Section 8(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 Remarketing of the
Remarketing Senior Notes.

     (c) 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 the Remarketing Agent or any person controlling the Remarketing Agent
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



                                                                              20

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 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 8(a) or 8(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.

          Section 9. Contribution.

     If the indemnification provided for in Section 8 hereof 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 the Remarketing
Agent on the other in connection with the statements or omissions which 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
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 the
Remarketing Agent on the other hand and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company and the Remarketing Agent agree that it would not be just
and equitable if contribution under this Section 9 were to be determined by pro
rata allocation or by any other method of allocation



                                                                              21

which does not take into account the equitable considerations referred to above
in this Section 9. 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 in this Section 9 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such claim or action. 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 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.

          Section 10. Resignation and Removal of the Remarketing Agent.

          The Remarketing Agent may resign and be discharged from its duties and
obligations hereunder by giving 60 days' prior written notice to the Company,
the Depositary, the Indenture Trustee and the Purchase Contract Agent. The
Company may, in its discretion, remove the Remarketing Agent by giving 60 days'
prior written notice (or seven days' prior written notice on or after the
Initial Remarketing Date if the Initial Remarketing is not successful) to the
removed Remarketing Agent, the Depositary, the Indenture Trustee and the
Purchase Contract Agent.

     Notwithstanding any other provision in this Section 10, no such resignation
nor any such removal shall become effective until the Company shall have
appointed at least one nationally recognized broker-dealer as successor
Remarketing Agent and such successor Remarketing Agent shall have entered into a
remarketing agreement with the Company, in which it shall have agreed to conduct
the Remarketing in accordance with the Remarketing Procedures. The provisions of
Sections 5, 8 and 9 shall survive the resignation or removal of any Remarketing
Agent under this Agreement.

          Section 11. Dealing in the Remarketing Senior Notes.

          The Remarketing Agent, when acting as a Remarketing Agent or in its
individual or any other capacity, may, to the extent permitted by law, buy,
sell, hold and deal in any of the Remarketing Senior Notes. The Remarketing
Agent may exercise any vote or join in any action which any beneficial owner of
Remarketing Senior Notes may be entitled to exercise or take under the Indenture
with like effect as if it did not act in any capacity hereunder. The Remarketing
Agent, in its individual capacity, either as principal or agent, may also engage
in or have an interest in any financial or other transaction with the Company as
freely as if it did not act in any capacity hereunder.

          Section 12. Remarketing Agent's Performance; Duty of Care.

          The duties and obligations of the Remarketing Agent shall be
determined solely by the express provisions of this Agreement, the Indenture and
the Senior Notes. No implied covenants or obligations of or against the
Remarketing Agent shall be read into this Agreement, the Indenture or the Senior
Notes. In the absence of bad faith on the part of the Remarketing Agent, the
Remarketing Agent may conclusively rely upon any document furnished to it, which
purports to conform to the requirements of this Agreement, the Indenture or the
Senior Notes as



                                                                              22

to the truth of the statements expressed in any of such documents. The
Remarketing Agent shall be protected in acting upon any document or
communication reasonably believed by it to have been signed, presented or made
by the proper party or parties. The Remarketing Agent, acting under this
Agreement, shall incur no liability to the Company or to any holder of
Remarketing Senior Notes in its individual capacity or as Remarketing Agent for
any action or failure to act, on its part in connection with a Remarketing or
otherwise, except if such liability is judicially determined to have resulted
from the gross negligence or willful misconduct on its part.

          Section 13. Termination.

          This Agreement shall terminate as to the Remarketing Agent on the
effective date of the resignation or removal of the Remarketing Agent under
Section 10. In addition, the obligations of the Remarketing Agent hereunder may
be terminated by it by notice given to the Company before 10:00 a.m. (New York
City time) on the Remarketing Date if, before that time, any of the events
described in Sections 7(g), (h) and (i) shall have occurred.

          Section 14. Notices.

          All statements, requests, notices and agreements hereunder shall be in
writing, and:

          (a) if to the Remarketing Agent, shall be delivered or sent by mail,
     telex or facsimile transmission to

     ---------------------------------------------------------------------------
                                                                               ;
     --------------------------------------------------------------------------

          (b) if to the Company shall be delivered or sent by mail, telex or
     facsimile transmission to the address of the Company set forth in the
     Prospectus, Attention: Treasurer (Fax: (804) 819-2211).

Any such statements, requests, notices or agreements shall take effect at the
time of receipt thereof.

          Section 15. Persons Entitled to Benefit of Agreement.

          This Agreement shall inure to the benefit of and be binding upon the
Remarketing Agent, the Company and their respective successors. This Agreement
and the terms and provisions hereof are for the sole benefit of only those
persons, except that (x) the representations, warranties, indemnity and
contribution agreements and other agreements of the Company contained in this
Agreement shall also be deemed to be for the benefit of the officers and
employees of the Remarketing Agent and the person or persons, if any, who
control the Remarketing Agent within the meaning of Section 15 of the Securities
Act and (y) the indemnity and contribution agreements of the Remarketing Agent
contained in Sections 8(b) and 9 of this Agreement shall be deemed to be for the
benefit of directors, officers and employees of the Company and any person
controlling the Company within the meaning of Section 15 of the Securities Act.
Nothing contained in this Agreement is intended or shall be construed to give
any person, other than the persons referred to herein, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision
contained herein.



                                                                              23

          Section 16. Survival.

          The respective indemnities, representations, warranties and agreements
of the Company and the Remarketing Agent contained in this Agreement or made by
or on behalf of them, respectively, under this Agreement, shall survive the
Remarketing and shall remain in full force and effect, regardless of any
investigation made by or on behalf of any of them or any person controlling any
of them.

          Section 17. Governing Law.

          This Agreement shall be governed by, and construed in accordance with,
the laws of New York.

          Section 18. Counterparts.

          This Agreement may be executed in one or more counterparts and, if
executed in more than one counterpart, the executed counterparts shall each be
deemed to be an original but all such counterparts shall together constitute one
and the same instrument.

          Section 19. Headings.

          The headings herein are inserted for convenience of reference only and
are not intended to be part of, or to affect the meaning or interpretation of,
this Agreement.



          If the foregoing correctly sets forth the agreement between the
Company and the Remarketing Agent, please indicate your acceptance in the space
provided for that purpose below.

                                                Very truly yours,

                                                DOMINION RESOURCES, INC.


                                                By:
                                                    ----------------------------
                                                    Title:


Accepted:


- -------------------------


By:
   -----------------------------------

EX-5.1

                                                                     Exhibit 5.1


                                       July 2, 2003

Board of Directors
Dominion Resources, Inc.
120 Tredegar Street
Richmond, VA 23219

Ladies and Gentlemen:

         Reference is made to your Registration Statement on Form S-3 being
filed with the Securities and Exchange Commission (the Registration Statement)
in connection with the registration under the Securities Act of 1933, as amended
(the Securities Act) of up to U.S. $3,000,000,000 aggregate offering price of
certain Common Stock, Preferred Stock, Senior Debt Securities, Junior
Subordinated Debentures, Trust Preferred Securities and Related Guarantee and
Agreement as to Expenses and Liabilities, Stock Purchase Contracts and Stock
Purchase Units and any similar securities that may be registered under any
subsequent related registration statement that the Company may hereafter file
with the Securities and Exchange Commission under Rule 462(b) under the
Securities Act (collectively, the Securities). In connection with the offering
of the Securities, you have requested our opinion with respect to the matters
set forth herein.

         In connection with the delivery of this opinion, we have examined
originals or copies of the articles of incorporation and bylaws of the Company,
the Registration Statement and the exhibits thereto, certain resolutions adopted
or to be adopted by the Board of Directors, the forms of certificates
representing the Securities and such other records, agreements, instruments,
certificates and other documents of public officials, the Company and its
officers and representatives, and have made such inquiries of the Company and
its officers and representatives, as we have deemed necessary or appropriate in
connection with the opinions set forth herein. We are familiar with the
proceedings heretofore taken, and with the additional proceedings proposed to be
taken, by the Company in connection with the authorization, registration,
issuance and sale of the Securities. With respect to certain factual matters, we
have relied upon representations from, or certificates of, officers of the
Company. In making such examination and rendering the opinions set forth below,
we have assumed without verification (i) that all documents submitted to us as
originals are authentic, complete and accurate, (ii) that all documents
submitted to us as copies conform to authentic original documents and (iii) the
legal capacity of all individuals executing such documents.

     Based on such examination and review, and subject to the foregoing, we are
of the opinion that

     1.   The Company is a corporation validly existing under the laws of the
          Commonwealth of Virginia, and has the corporate power to conduct its
          business as now conducted and to issue the Securities.

     2.   When the Registration Statement, as it may be amended, and any related
          registration statements filed under Rule 462(b) under the Securities
          Act have




Board of Directors
Dominion Resources, Inc.
July 2, 2003
Page 2

          become effective under the Securities Act, and any applicable state
          securities or Blue Sky laws and the Public Utility Holding Company Act
          have been complied with, and upon issuance, delivery and payment
          therefor in the manner contemplated by the Registration Statement, the
          Securities of which the Company is the issuer will be (a) in the case
          of Common Stock and Preferred Stock, legally issued, fully paid and
          non-assessable, and (b) in the case of Senior Debt Securities, Junior
          Subordinated Debentures, any Guarantee and Agreement as to Expenses
          and Liabilities relating to Trust Preferred Securities, Stock Purchase
          Contracts and Stock Purchase Units, valid and binding obligations of
          the Company.

     This opinion is limited to the laws of the United States of America, the
Commonwealth of Virginia and the State of New York, and we have not considered,
and we express no opinion as to, the laws of any other jurisdiction.

     We consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the statements made with regard to our firm under
the caption "LEGAL OPINIONS" appearing in the prospectus that is a part of the
Registration Statement. In giving such consent, we do not hereby admit 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

EX-5.2

                                                                     Exhibit 5.2

                                  July 3, 2003

Dominion Resources Capital Trust IV
c/o Dominion Resources, Inc.
120 Tredegar Street
Richmond, Virginia  23219

                  Re:  Dominion Resources Capital Trust IV
                       -----------------------------------

Ladies and Gentlemen:

     We have acted as special Delaware counsel for Dominion Resources, Inc., a
Virginia corporation (the "Company"), Dominion Resources Capital Trust IV, a
Delaware business trust ("Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

     For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

     (a)  The Certificate of Trust of the Trust (the "Certificate of Trust"), as
          filed with the Secretary of State of Delaware (the "Secretary of
          State") on February 16, 2001;

     (b)  The Trust Agreement, dated as of February 16, 2001 (the "Original
          Trust Agreement"), among the Company and Chase Manhattan Bank USA,
          National Association, as Trustee (the "Delaware Trustee");

     (c)  The Registration Statement (the "Registration Statement") on Form S-3,
          including a preliminary prospectus with respect to the Trust (the
          "Prospectus"), relating to the Preferred Securities of the Trust
          representing undivided beneficial interests in the assets of the Trust
          (each, a "Preferred Security" and collectively, the "Preferred
          Securities"), in the form to be filed by the Company and the Trusts
          with the Securities and Exchange Commission on or about July 3, 2003
          bearing file No. 333-______;




Dominion Resources Capital Trust IV
July 3, 2003
Page 2

     (d)  A form of Amended and Restated Trust Agreement of the Trust, to be
          entered into between the Company, the Delaware Trustee, JPMorgan Chase
          Bank (formerly known as The Chase Manhattan Bank), a New York banking
          corporation, as Property Trustee, and the administrative trustees of
          the Trust named therein, (together with the Original Trust Agreement,
          the "Trust Agreement"), attached as an exhibit to the Registration
          Statement; and

     (e)  A Certificate of Good Standing for the Trust, dated July 3, 2003,
          obtained from the Secretary of State.

     Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.

     For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (e) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (e) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed that there exists no provision in any
document that we have not reviewed that bears upon or is inconsistent with the
opinions stated herein. We have conducted no independent factual investigation
of our own but rather have relied solely upon the foregoing documents, the
statements and information set forth therein and the additional matters recited
or assumed herein, all of which we have assumed to be true, complete and
accurate in all material respects.

     With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

     For purposes of this opinion, we have assumed (i) that the Trust Agreement
will constitute the entire agreement among the parties thereto with respect to
the subject matter thereof, including with respect to the creation, operation
and termination of the Trust, and that the Trust Agreement and the Certificate
of Trust will be in full force and effect and have not been amended, and no
amendment of the Trust Agreement or the Certificate of Trust is pending or has
been proposed, (ii) except to the extent provided in paragraph 1 below, the due
creation or due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its organization or formation, (iii) the
legal capacity of natural persons who are parties to the documents examined by
us, (iv) that each of the parties to the documents examined by us has the power
and authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trust (collectively, the "Preferred
Security Holders") of a Preferred Security Certificate for such Preferred
Security and the payment for such Preferred Security, in accordance with the
Trust Agreement and the Registration Statement, and any related registration
statement filed pursuant to Rule 462(b) of the Securities Act (a "Rule 462(b)




Dominion Resources Capital Trust IV
July 3, 2003
Page 3

Registration") and (vii) that the Preferred Securities are authenticated, issued
and sold to the Preferred Security Holders in accordance with the Trust
Agreement, the Registration Statement and any Rule 462(b) Registration. We have
not participated in the preparation of the Registration Statement or the
Prospectus and assume no responsibility for their contents.

     This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.

     Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

     1. The Trust has been duly created and is validly existing in good standing
as a business trust under the Delaware Business Trust Act, 12 Del. C. ss. 3801,
et. seq.

     2. The Preferred Securities of the Trust, including any Preferred
Securities issued or sold under any Rule 462(b) Registration, will represent
valid and, subject to the qualifications set forth in paragraph 3 below, fully
paid and nonassessable beneficial interests in the assets of the Trust.

     3. The Preferred Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

     We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement, to the use of our name
under the heading "Legal Opinions" in the Prospectus and any supplements thereto
and to incorporation by reference of this opinion into any Rule 462(b)
Registration. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.


                                       Very truly yours,

                                       /s/ Richards, Layton & Finger, P.A.

GCK/ks

EX-23.3

                                                                    EXHIBIT 23.3

                         INDEPENDENT AUDITORS' CONSENT

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

/s/ Deloitte & Touche LLP

Richmond, Virginia
July 31, 2002

EX-25.1

                                                                    Exhibit 25.1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   ----------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                   ----------

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                                                        ----------

                                   ----------

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

               New York                                    13-4994650
       (State of incorporation                         (I.R.S. employer
       if not a national bank)                         identification No.)

             270 Park Avenue
            New York, New York                                10017
  (Address of principal executive offices)                  (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

                                   ----------

                            Dominion Resources, Inc.
               (Exact name of obligor as specified in its charter)

            Virginia                                       54-1229715
  (State or other jurisdiction of                       (I.R.S. employer
  incorporation or organization)                       identification No.)

           120 Tredegar Street
           Richmond, Virginia                                 23219
  (Address of principal executive offices)                  (Zip Code)

                                   ----------

                                  Senior Notes
                       (Title of the indenture securities)

================================================================================




                                     GENERAL

Item 1. General Information.

     Furnish the following information as to the trustee:

     (a) Name and address of each examining or supervising authority to which it
is subject.

          New York State Banking Department, State House, Albany, New York
          12110.

          Board of Governors of the Federal Reserve System, Washington, D.C.,
          20551

          Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
          New York, N.Y.

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.

     (b) Whether it is authorized to exercise corporate trust powers.

          Yes.

Item 2. Affiliations with the Obligor and Guarantors.

     If the obligor or any Guarantor is an affiliate of the trustee, describe
each such affiliation.

     None.



Item 16. List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Restated Organization Certificate of the Trustee dated
March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

     2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

     3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference.)

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

     7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

     8. Not applicable.

     9. Not applicable.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 3rd day of July, 2003.

                                                 JPMORGAN CHASE BANK


                                                 By /s/ Carol Ng
                                                    ----------------------------
                                                    Carol Ng
                                                    Vice President



                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business March 31, 2003, in
         accordance with a call made by the Federal Reserve Bank of this
         District pursuant to the provisions of the Federal Reserve Act.



                                                                           Dollar Amounts
                                                                             in Millions
                                                                           --------------
                                                                        
                     ASSETS

Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin .......                 $ 21,415
   Interest-bearing balances ................................                    6,882
Securities:
Held to maturity securities .................................                      334
Available for sale securities ...............................                   80,076
Federal funds sold and securities purchased under
   agreements to resell .....................................
   Federal funds sold in domestic offices ...................                   14,044
   Securities purchased under agreements to resell ..........                   73,060
Loans and lease financing receivables:
   Loans and leases held for sale ...........................                   25,832
   Loans and leases, net of unearned income .................   $161,345
   Less: Allowance for loan and lease losses ................      3,823
   Loans and leases, net of unearned income and allowance ...                  157,522
Trading Assets ..............................................                  189,427
Premises and fixed assets (including capitalized leases) ....                    6,186
Other real estate owned .....................................                      131
Investments in unconsolidated subsidiaries and
   associated companies .....................................                      691
Customers' liability to this bank on acceptances
   outstanding ..............................................                      225
Intangible assets
   Goodwill .................................................                    2,180
   Other Intangible assets ..................................                    3,314
Other assets ................................................                   40,377
TOTAL ASSETS ................................................                 $621,696
                                                                              ========





                     LIABILITIES
                                                                        
Deposits
   In domestic offices ......................................                 $174,351
   Noninterest-bearing ......................................   $ 70,991
   Interest-bearing .........................................    103,360
   In foreign offices, Edge and Agreement
      subsidiaries and IBF's ................................                  125,789
   Noninterest-bearing.......................................   $  7,531
   Interest-bearing .........................................    118,258

Federal funds purchased and securities sold under agree-
   ments to repurchase:
   Federal funds purchased in domestic offices ..............                    5,929
   Securities sold under agreements to repurchase ...........                  113,903
Trading liabilities .........................................                  116,329
Other borrowed money (includes mortgage indebtedness
   and obligations under capitalized leases) ................                   10,758
Bank's liability on acceptances executed and outstanding ....                      225
Subordinated notes and debentures ...........................                    8,306
Other liabilities ...........................................                   29,735
TOTAL LIABILITIES ...........................................                  585,325
Minority Interest in consolidated subsidiaries...............                       97

                     EQUITY CAPITAL

Perpetual preferred stock and related surplus ...............                        0
Common stock ................................................                    1,785
Surplus (exclude all surplus related to preferred stock) ....                   16,304
Retained earnings ...........................................                   17,228
Accumulated other comprehensive income ......................                      957
Other equity capital components .............................                        0
TOTAL EQUITY CAPITAL ........................................                   36,274
                                                                              --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                      $621,696
                                                                              ========


I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                 JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.

                 WILLIAM B. HARRISON, JR. )
                 HELENE L. KAPLAN         ) DIRECTORS
                 WILLIAM H. GRAY, III     )

EX-25.2

                                                                    Exhibit 25.2
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   ----------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                   ----------

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                                                        --------

                                   ----------

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

             New York                                      13-4994650
     (State of incorporation                           (I.R.S. employer
     if not a national bank)                           identification No.)

          270 Park Avenue
         New York, New York                                  10017
(Address of principal executive offices)                   (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

                                   ----------

                            Dominion Resources, Inc.
               (Exact name of obligor as specified in its charter)

             Virginia                                      54-1229715
   (State or other jurisdiction of                     (I.R.S. employer
   incorporation or organization)                      identification No.)

          120 Tredegar Street
           Richmond, Virginia                                23219
(Address of principal executive offices)                   (Zip Code)

                                   ----------

                            Junior Subordinated Notes
                       (Title of the indenture securities)

================================================================================




                                     GENERAL

Item 1. General Information.

     Furnish the following information as to the trustee:

     (a) Name and address of each examining or supervising authority to which it
is subject.

          New York State Banking Department, State House, Albany, New York
          12110.

          Board of Governors of the Federal Reserve System, Washington, D.C.,
          20551

          Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
          New York, N.Y.

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.

     (b) Whether it is authorized to exercise corporate trust powers.

          Yes.

Item 2. Affiliations with the Obligor and Guarantors.

     If the obligor or any Guarantor is an affiliate of the trustee, describe
each such affiliation.

     None.



Item 16. List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Restated Organization Certificate of the Trustee dated
March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

     2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

     3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference.)

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

     7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

     8. Not applicable.

     9. Not applicable.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 3rd day of July, 2003.

                                                 JPMORGAN CHASE BANK


                                                 By /s/ Carol Ng
                                                    ----------------------------
                                                    Carol Ng
                                                    Vice President



                              Exhibit 7 to Form T-1

                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business March 31, 2003, in
         accordance with a call made by the Federal Reserve Bank of this
         District pursuant to the provisions of the Federal Reserve Act.



                                                                           Dollar Amounts
                                                                             in Millions
                                                                           --------------
                                                                        
                     ASSETS

Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin .......                 $ 21,415
   Interest-bearing balances ................................                    6,882
Securities:
Held to maturity securities .................................                      334
Available for sale securities ...............................                   80,076
Federal funds sold and securities purchased under
   agreements to resell .....................................
   Federal funds sold in domestic offices ...................                   14,044
   Securities purchased under agreements to resell ..........                   73,060
Loans and lease financing receivables:
   Loans and leases held for sale ...........................                   25,832
   Loans and leases, net of unearned income .................   $161,345
   Less: Allowance for loan and lease losses ................      3,823
   Loans and leases, net of unearned income and allowance ...                  157,522
Trading Assets ..............................................                  189,427
Premises and fixed assets (including capitalized leases) ....                    6,186
Other real estate owned .....................................                      131
Investments in unconsolidated subsidiaries and
   associated companies .....................................                      691
Customers' liability to this bank on acceptances
   outstanding ..............................................                      225
Intangible assets
   Goodwill .................................................                    2,180
   Other Intangible assets...................................                    3,314
Other assets ................................................                   40,377
TOTAL ASSETS ................................................                 $621,696
                                                                              ========





                     LIABILITIES
                                                                        
Deposits
   In domestic offices ......................................                 $174,351
   Noninterest-bearing ......................................   $ 70,991
   Interest-bearing .........................................    103,360
   In foreign offices, Edge and Agreement
      subsidiaries and IBF's ................................                  125,789
   Noninterest-bearing.......................................   $  7,531
   Interest-bearing .........................................    118,258

Federal funds purchased and securities sold under agree-
   ments to repurchase:
   Federal funds purchased in domestic offices ..............                    5,929
   Securities sold under agreements to repurchase ...........                  113,903
Trading liabilities .........................................                  116,329
Other borrowed money (includes mortgage indebtedness
   and obligations under capitalized leases) ................                   10,758
Bank's liability on acceptances executed and outstanding ....                      225
Subordinated notes and debentures ...........................                    8,306
Other liabilities ...........................................                   29,735
TOTAL LIABILITIES ...........................................                  585,325
Minority Interest in consolidated subsidiaries...............                       97

                     EQUITY CAPITAL

Perpetual preferred stock and related surplus................                        0
Common stock ................................................                    1,785
Surplus (exclude all surplus related to preferred stock) ....                   16,304
Retained earnings............................................                   17,228
Accumulated other comprehensive income.......................                      957
Other equity capital components..............................                        0
TOTAL EQUITY CAPITAL ........................................                   36,274
                                                                              --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                      $621,696
                                                                              ========


I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                  JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.

                  WILLIAM B. HARRISON, JR. )
                  HELENE L. KAPLAN         ) DIRECTORS
                  WILLIAM H. GRAY, III     )

EX-25.3

                                                                    Exhibit 25.3
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   ----------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                   ----------

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                                                        --------

                                   ----------

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

                  New York                                  13-4994650
          (State of incorporation                       (I.R.S. employer
           if not a national bank)                     identification No.)

                270 Park Avenue
               New York, New York                             10017
    (Address of principal executive offices)                (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

                                   ----------

                       Dominion Resources Capital Trust IV
               (Exact name of obligor as specified in its charter)

                Delaware                                   54-6485418
      (State or other jurisdiction of                   (I.R.S. employer
      incorporation or organization)                   identification No.)

           120 Tredegar Street
           Richmond, Virginia                                 23219
(Address of principal executive offices)                   (Zip Code)

                                   ----------

                              Preferred Securities
                       (Title of the indenture securities)

================================================================================




                                     GENERAL

Item 1.  General Information.

     Furnish the following information as to the trustee:

     (a) Name and address of each examining or supervising authority to which it
is subject.

          New York State Banking Department, State House, Albany, New York
          12110.

          Board of Governors of the Federal Reserve System, Washington, D.C.,
          20551

          Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
          New York, N.Y.

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.

     (b) Whether it is authorized to exercise corporate trust powers.

          Yes.

Item 2.  Affiliations with the Obligor and Guarantors.

     If the obligor or any Guarantor is an affiliate of the trustee, describe
each such affiliation.

     None.



Item 16. List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Restated Organization Certificate of the Trustee dated
March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

     2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

     3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference.)

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

     7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

     8. Not applicable.

     9. Not applicable.

                                   SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 3rd day of July, 2003.

                                       JPMORGAN CHASE BANK


                                       By /s/ Carol Ng
                                          --------------------------------------
                                          Carol Ng
                                          Vice President



                              Exhibit 7 to Form T-1

                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business March 31, 2003, in
         accordance with a call made by the Federal Reserve Bank of this
         District pursuant to the provisions of the Federal Reserve Act.



                                                                             Dollar Amounts
                                                                               in Millions
                                                                             --------------
                                                                          
                     ASSETS

Cash and balances due from depository institutions:
   Noninterest-bearing balances and
      currency and coin .......................................                 $ 21,415
   Interest-bearing balances ..................................                    6,882
Securities:
Held to maturity securities ...................................                      334
Available for sale securities .................................                   80,076
Federal funds sold and securities purchased under
   agreements to resell .......................................
   Federal funds sold in domestic offices .....................                   14,044
   Securities purchased under agreements to resell ............                   73,060
Loans and lease financing receivables:
   Loans and leases held for sale .............................                   25,832
   Loans and leases, net of unearned income ...................   $161,345
   Less: Allowance for loan and lease losses ..................      3,823
   Loans and leases, net of unearned income and allowance .....                  157,522
Trading Assets ................................................                  189,427

Premises and fixed assets (including capitalized leases) ......                    6,186

Other real estate owned .......................................                      131
Investments in unconsolidated subsidiaries and associated
   companies ..................................................                      691

Customers' liability to this bank on acceptances
   outstanding ................................................                      225
Intangible assets
   Goodwill ...................................................                    2,180
   Other Intangible assets ....................................                    3,314
Other assets ..................................................                   40,377
TOTAL ASSETS ..................................................                 $621,696
                                                                                ========




                                                                          
                     LIABILITIES

Deposits
   In domestic offices ........................................                 $174,351
   Noninterest-bearing ........................................   $ 70,991
   Interest-bearing ...........................................    103,360
   In foreign offices, Edge and Agreement
      subsidiaries and IBF's ..................................                  125,789
   Noninterest-bearing ........................................   $  7,531
   Interest-bearing ...........................................    118,258

Federal funds purchased and securities sold under
   agreements to repurchase:
   Federal funds purchased in domestic offices ................                    5,929
   Securities sold under agreements to repurchase .............                  113,903
Trading liabilities ...........................................                  116,329
Other borrowed money (includes mortgage indebtedness
   and obligations under capitalized leases) ..................                   10,758
Bank's liability on acceptances executed and outstanding ......                      225
Subordinated notes and debentures .............................                    8,306
Other liabilities .............................................                   29,735
TOTAL LIABILITIES .............................................                  585,325
Minority Interest in consolidated subsidiaries ................                       97

                     EQUITY CAPITAL

Perpetual preferred stock and related surplus .................                        0
Common stock ..................................................                    1,785
Surplus (exclude all surplus related to preferred stock) ......                   16,304
Retained earnings .............................................                   17,228
Accumulated other comprehensive income ........................                      957
Other equity capital components ...............................                        0
TOTAL EQUITY CAPITAL ..........................................                   36,274
                                                                                --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL ......                 $621,696
                                                                                ========



I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued by
the appropriate Federal regulatory authority and is true to
the best of my knowledge and belief.

                    JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of
this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and belief
has been prepared in conformance with the in- structions
issued by the appropriate Federal regulatory authority and is
true and correct.

                     WILLIAM B. HARRISON, JR. )
                     HELENE L. KAPLAN         ) DIRECTORS
                     WILLIAM H. GRAY, III     )

EX-25.4

                                                                    Exhibit 25.4
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   ----------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                   ----------

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                                                        --------

                                   ----------

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

                New York                                   13-4994650
         (State of incorporation                        (I.R.S. employer
         if not a national bank)                       identification No.)

               270 Park Avenue
              New York, New York                              10017
   (Address of principal executive offices)                 (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

                                   ----------

                            Dominion Resources, Inc.
               (Exact name of obligor as specified in its charter)

                 Virginia                                   54-1229715
      (State or other jurisdiction of                    (I.R.S. employer
      incorporation or organization)                    identification No.)

            100 Tredegar Street
             Richmond, Virginia                               23219
   (Address of principal executive offices)                 (Zip Code)

                                   ----------

                         Preferred Securities Guarantee
                      (Dominion Resources Capital Trust IV)
                       (Title of the indenture securities)

================================================================================




                                     GENERAL

Item 1. General Information.

     Furnish the following information as to the trustee:

     (a) Name and address of each examining or supervising authority to which it
is subject.

          New York State Banking Department, State House, Albany, New York
          12110.

          Board of Governors of the Federal Reserve System, Washington, D.C.,
          20551

          Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
          New York, N.Y.

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.

     (b) Whether it is authorized to exercise corporate trust powers.

          Yes.

Item 2. Affiliations with the Obligor and Guarantors.

     If the obligor or any Guarantor is an affiliate of the trustee, describe
each such affiliation.

     None.



Item 16. List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Restated Organization Certificate of the Trustee dated
March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

     2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

     3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference.)

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

     7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

     8. Not applicable.

     9. Not applicable. SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 3rd day of July, 2003.

                                                 JPMORGAN CHASE BANK


                                                 By /s/ Carol Ng
                                                    ----------------------------
                                                    Carol Ng
                                                    Vice President



                              Exhibit 7 to Form T-1

                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business March 31, 2003, in
               accordance with a call made by the Federal Reserve
               Bank of this District pursuant to the provisions of
                            the Federal Reserve Act.



                                                                                Dollar Amounts
                                                                                  in Millions
                                                                                --------------
                                                                             
                     ASSETS

Cash and balances due from depository institutions:
   Noninterest-bearing balances and
      currency and coin ..........................................                 $ 21,415
   Interest-bearing balances .....................................                    6,882
Securities:
Held to maturity securities ......................................                      334
Available for sale securities ....................................                   80,076
Federal funds sold and securities purchased under
   agreements to resell ..........................................
   Federal funds sold in domestic offices ........................                   14,044
   Securities purchased under agreements to resell ...............                   73,060
Loans and lease financing receivables:
   Loans and leases held for sale ................................                   25,832
   Loans and leases, net of unearned income ......................   $161,345
   Less: Allowance for loan and lease losses .....................      3,823
   Loans and leases, net of unearned income and
      allowance ..................................................                  157,522
Trading Assets ...................................................                  189,427
Premises and fixed assets (including capitalized leases) .........                    6,186
Other real estate owned ..........................................                      131
Investments in unconsolidated subsidiaries and
   associated companies ..........................................                      691
Customers' liability to this bank on acceptances
   outstanding ...................................................                      225
Intangible assets
   Goodwill ......................................................                    2,180
   Other Intangible assets........................................                    3,314
Other assets .....................................................                   40,377
TOTAL ASSETS .....................................................                 $621,696
                                                                                   ========




                                                                             
                     LIABILITIES
Deposits
      In domestic offices ........................................                 $174,351
      Noninterest-bearing ........................................   $ 70,991
      Interest-bearing ...........................................    103,360
      In foreign offices, Edge and Agreement
         subsidiaries and IBF's ..................................                  125,789
   Noninterest-bearing ...........................................   $  7,531
      Interest-bearing ...........................................    118,258

Federal funds purchased and securities sold under
   agreements to repurchase:
      Federal funds purchased in domestic offices ................                    5,929
      Securities sold under agreements to repurchase .............                  113,903
Trading liabilities ..............................................                  116,329
Other borrowed money (includes mortgage indebtedness
   and obligations under capitalized leases) .....................                   10,758
Bank's liability on acceptances executed and outstanding .........                      225
Subordinated notes and debentures ................................                    8,306
Other liabilities ................................................                   29,735
TOTAL LIABILITIES ................................................                  585,325
Minority Interest in consolidated subsidiaries ...................                       97

                     EQUITY CAPITAL

Perpetual preferred stock and related surplus ....................                        0
Common stock .....................................................                    1,785
Surplus (exclude all surplus related to preferred stock) .........                   16,304
Retained earnings ................................................                   17,228
Accumulated other comprehensive income ...........................                      957
Other equity capital components ..................................                        0
TOTAL EQUITY CAPITAL .............................................                   36,274
                                                                                   --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                           $621,696
                                                                                   ========



I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true to the
best of my knowledge and belief.

                   JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of
this Report of Condition and declare that it has been examined
by us, and to the best of our knowledge and belief has been
prepared in conformance with the in- structions issued by the
appropriate Federal regulatory authority and is true and
correct.

                           WILLIAM B. HARRISON, JR. )
                           HELENE L. KAPLAN         ) DIRECTORS
                           WILLIAM H. GRAY, III     )