Form 8-K

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J9n+wyVAmL8hL3qnTqQhrIlne92yf1C8IxcdL9OmSUnN912oV6YCXDNV7qwehJ14 yJQMPMlfDuPZXRktz60vfg== 0001193125-03-040148.txt : 20030820 0001193125-03-040148.hdr.sgml : 20030820 20030820164259 ACCESSION NUMBER: 0001193125-03-040148 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030820 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMINION RESOURCES INC /VA/ CENTRAL INDEX KEY: 0000715957 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 541229715 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08489 FILM NUMBER: 03858428 BUSINESS ADDRESS: STREET 1: 120 TREDEGAR STREET STREET 2: P O BOX 26532 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8048192000 MAIL ADDRESS: STREET 1: P O BOX 26532 STREET 2: 120 TREDEGAR STREET CITY: RICHMOND STATE: VA ZIP: 23261 8-K 1 d8k.htm FORM 8-K Form 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report: August 20, 2003

(Date of earliest event reported)

Dominion Resources, Inc.

(Exact name of registrant as specified in its charter)

Virginia

1-8489

54-1229715

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

120 Tredegar Street

Richmond, Virginia 23219-3932

(804) 819-2000

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

(Former name or former address, if changed since last report.)

ITEM 5. OTHER EVENTS

On August 20, 2003, Dominion Resources, Inc. the Company) entered into a distribution agreement (the Distribution Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., Lehman Brothers Inc., McDonald Investments Inc. and Morgan Stanley & Co. Incorporated as Agents named in the Distribution Agreement for the sale of up to U.S. $2,490,000,000 aggregate principal amount of the Company’s Medium-Term Notes, Series B. A copy of the Distribution Agreement, including exhibits, is filed as Exhibit 1 to this Form 8-K.

A copy of the Fourteenth Supplemental Indenture to the Company’s June 1, 2000 Indenture, pursuant to which the Company’s Medium-Term Notes, Series B will be issued, is filed as Exhibit 4.4 to this Form 8-K.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits


1		Distribution Agreement, dated August 20, 2003, between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., Lehman Brothers Inc., McDonald Investments Inc. and Morgan Stanley & Co. Incorporated as Agents named in the Distribution Agreement (filed herewith).

4.1		Form of Senior Indenture, dated as of June 1, 2000, between the Company and JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), as Trustee (incorporated by reference to Exhibit 4(iii) to the Company’s Registration Statement on Form S-3 (Registration No. 333-93187)).

4.2		The form of the Company’s Fixed Rate Medium-Term Note (included as Exhibit A to the Fourteenth Supplemental Indenture filed herewith as Exhibit 4.4).

4.3		The form of the Company’s Floating Rate Medium Term Note (included as Exhibit B to the Fourteenth Supplemental Indenture filed herewith as Exhibit 4.4).

4.4		Fourteenth Supplemental Indenture, dated as of August 20, 2003, to the Indenture pursuant to which the Medium-Term Notes, Series B will be issued (filed herewith).

4.5		Form of Exchange Rate Agent Agreement, dated as of May 25, 2001, between the Company and JPMorgan Chase Bank (incorporated by reference to Exhibit 4.5 to the Company’s Form 8-K, filed on May 25, 2001, File No. 1-8489).

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (continued)

Exhibits (continued)


4.6		Form of Calculation Agent Agreement, dated as of May 25, 2001 between the Company and JPMorgan Chase Bank (incorporated by reference to Exhibit 4.6 to the Company’s Form 8-K, filed on May 25, 2001, File No. 1-8489).

5		Tax Opinion of McGuireWoods LLP with respect to the medium-term note prospectus supplement, dated August 20, 2003 (filed herewith).

12		Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003, File No. 1-8489).

23		Consent of McGuireWoods LLP (included in Exhibit 5)

SIGNATURE

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

DOMINION RESOURCES, INC.

Registrant

/s/ JAMES P. CARNEY

James P. Carney

Assistant Treasurer

Date: August 20, 2003

EX-1 3 dex1.txt DISTRIBUTION AGREEMENT U.S. $2,490,000,000 DOMINION RESOURCES, INC. Medium-Term Notes Series B DISTRIBUTION AGREEMENT --------------------------- August 20, 2003 Merrill Lynch, Pierce, Fenner & Smith Lehman Brothers Inc. Incorporated 745 Seventh Avenue 4 World Financial Center Floor 15 New York, New York 10019 New York, New York 10080 Attn: Fixed Income Syndicate/ Medium Term Note Desk Banc of America Securities LLC McDonald Investments Inc. 9 West 57th Street 800 Superior Avenue NY1-301-2M-01 Cleveland, Ohio 44114 New York, New York 10019 Credit Suisse First Boston LLC Morgan Stanley & Co. Incorporated 11 Madison Avenue 1585 Broadway New York, New York 10010 New York, NY 10036 J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., Lehman Brothers Inc., McDonald Investments Inc. and Morgan Stanley & Co. Incorporated, 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., Lehman Brothers Inc., McDonald Investments Inc. and Morgan Stanley & Co. Incorporated, 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. $2,490,000,0001 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 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 August 1, 2003 (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. 333-106790) 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 - -------- * 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"). 2 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 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 3 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"); 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 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 may be restricted by the overall limits on financings by the Company imposed under the Commission Order No. 35-27406 (the 2001 Order), pursuant to the Public Utility Holding Company Act of 1935, as amended (the 1935 Act), in which case the Company will issue only an amount of Notes that is authorized by the 2001 Order or by any other applicable 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, 4 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 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. 5 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 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 - --------- * Or the equivalent of U.S. $25 or U.S. $1,000, as the case may be, in the Specified Currency. 6 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 communication 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 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 7 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 RR Donnelley Financial, 1021 East Cary Street, Richmond, Virginia, at 9:00 a.m., Richmond, Virginia time, on August 20, 2003, 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 8 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. (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 9 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 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 10 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 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 11 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 with respect to any filings on Form 8-K that are incorporated by reference into the Registration Statement and the Prospectus, compliance with this Section 7(c) shall only be required if the Form 8-K contains information responsive to Items 1, 2, 3 or 4 unless otherwise reasonably requested by the Agents and agreed to by the Company, 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). (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 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 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 only be required if the Form 8-K contains information responsive to Items 1, 2, 3 or 4 unless otherwise reasonably requested by the Agents and agreed to by the Company, 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 12 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. (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 with respect to any filings on Form 8-K that are incorporated by reference into the Registration Statement and the Prospectus, compliance with this Section 7(g) shall only be required if the Form 8-K contains information responsive to Items 1, 2, 3 or 4, unless otherwise reasonably requested by the Agents and agreed to by the Company, 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 13 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 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 14 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 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 15 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 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 16 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 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. 17 (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 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 18 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 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. 19 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] 20 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: /s/ James P. Carney --------------------------------------- Name: James P. Carney ------------------------------------- Title: Assistant Treasurer ------------------------------------ [the rest of this page is left blank intentionally] 21 The foregoing agreement is hereby confirmed and accepted, as of the date first above written. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Diane Kenna ----------------------------------------- Authorized Signatory Name: Diane Kenna --------------------------------------- Title: _____________________________________ Address for Notices: Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center Floor 15 New York, New York 10080 Attention: Global Transaction Management Group Telephone: (212) 449-7476 Facsimile: (212) 449-2234 [the rest of this page is left blank intentionally] 22 BANC OF AMERICA SECURITIES LLC By: /s/ Peter J. Carbone ----------------------------------------- Authorized Signatory Name: Peter J. Carbone --------------------------------------- Title: Vice President -------------------------------------- Address for Notices: Banc of America Securities LLC 9 West 57th Street NY1-301-2M-01 New York, New York 10019 Attention: Transaction Management Telephone: (212) 847-6603 Facsimile: (212) 847-5184 [the rest of this page is left blank intentionally] 23 CREDIT SUISSE FIRST BOSTON LLC By: /s/ Julie A. Keogh ----------------------------------------- Authorized Signatory Name: Julie A. Keogh --------------------------------------- Title: _____________________________________ Address for Notices: Credit Suisse First Boston LLC 11 Madison Avenue New York, New York 10010 Attention: Short and Medium Term Finance Telephone: (212) 325-7198 Facsimile: (212) 743-5825 [the rest of this page is left blank intentionally] 24 J.P. MORGAN SECURITIES INC. By: /s/ Maria Sramek ----------------------------------------- Authorized Signatory Name: Maria Sramek --------------------------------------- Title: Vice President -------------------------------------- Address for Notices: J.P. Morgan Securities Inc. 270 Park Avenue, 7th Floor New York, New York 10017 Attention: Transaction Execution Group Telephone: (212) 834-5710 Facsimile: (212) 834-6702 [the rest of this page is left blank intentionally] 25 LEHMAN BROTHERS INC. By: /s/ Martin Goldberg ----------------------------------------- Authorized Signatory Name: Martin Goldberg --------------------------------------- Title: Senior Vice President -------------------------------------- Address for Notices: Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Attention: Fixed Income Syndicate/Medium Term Note Desk Telephone: (212) 526-9664 Facsimile: (212) 526-0943 [the rest of this page is left blank intentionally] 26 MCDONALD INVESTMENTS INC. By: /s/ J.A Chinnici III ----------------------------------------- Authorized Signatory Name: J.A Chinnici III --------------------------------------- Title: Managing Director -------------------------------------- Address for Notices: McDonald Investments Inc. 800 Superior Avenue Cleveland, Ohio 44114 Attention: Debt Capital Markets Telephone: (216) 443-2890 Facsimile: (216) 443-3801 [the rest of this page is left blank intentionally] 27 MORGAN STANLEY & CO. INCORPORATED By: /s/ Harold J. Hendershot III ----------------------------------------- Authorized Signatory Name: Harold J. Hendershot III --------------------------------------- Title: Executive Director -------------------------------------- Address for Notices: Morgan Stanley & Co. Incorporated 1585 Broadway 2nd Floor New York, NY 10036 Attn: Manager - Continuously Offered Products Telephone: (212) 761-4000 Facsimile: (212) 761-0780 with a copy to: Morgan Stanley & Co. Incorporated 1585 Broadway 29th Floor New York, NY 10036 Attn: Investment Banking Information Center Telephone: (212) 761-8385 Facsimile: (212) 761-0260 [the rest of this page is left blank intentionally] 28 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 August 20, 2003 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. $2,490,000,000 Medium-Term Notes, Series B August 20, 2003 Merrill Lynch, Pierce, Fenner & Smith Lehman Brothers Inc. Incorporated 745 Seventh Avenue 4 World Financial Center - Floor 15 New York, New York 10019 New York, New York 10080 Banc of America Securities LLC McDonald Investments Inc. 9 West 57th Street 800 Superior Avenue NY1-301-2M-01 Cleveland, Ohio 44114 New York, New York 10019 Credit Suisse First Boston LLC Morgan Stanley & Co. Incorporated 11 Madison Avenue 1585 Broadway New York, New York 10010 New York, NY 10036 J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 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. $2,490,000,000 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 August 20, 2003, 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, B-1 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 RR Donnelley Financial, 1021 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. 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. The 2001 Order constitutes an appropriate order of the Commission with respect to the sale of the Notes under the 1935 Act, on the terms and conditions set forth in the Distribution Agreement and constitutes valid and sufficient authorization for the sale of the Notes, subject to the overall limits on financings by the Company imposed under the 2001 Order. No approval or consent by any public regulatory body, other than the 2001 Order (subject to the limitations on overall financings contained therein), 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 B-2 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 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 August 20, 2003, 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 B-3 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 Registration Statement or the Prospectus contains on the date hereof (in all cases, excepting the financial statements and schedules and other financial information, any pro forma financial information and notes thereto and the Statement of Eligibility of the Trustee filed on Form T-1 under the Trust Indenture Act, as any of them are included in the Registration Statement or Prospectus or incorporated by reference therein, 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. $2,490,000,000 Medium-Term Notes, Series B August 20, 2003 Merrill Lynch, Pierce, Fenner & Smith Lehman Brothers Inc. Incorporated 745 Seventh Avenue 4 World Financial Center - Floor 15 New York, New York 10019 New York, New York 10080 Banc of America Securities LLC McDonald Investments Inc. 9 West 57th Street 800 Superior Avenue NY1-301-2M-01 Cleveland, Ohio 44114 New York, New York 10019 Credit Suisse First Boston LLC Morgan Stanley & Co. Incorporated 11 Madison Avenue 1585 Broadway New York, New York 10010 New York, NY 10036 J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 Dear Ladies and Gentlemen: The arrangements for issuance of up to U.S. $2,490,000,000 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 August 1, 2003 (such Indenture, as supplemented, is referred to herein as the Indenture), pursuant to a Distribution Agreement, dated August 20, 2003 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. C-1 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: 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 1935 Act, 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, subject, in the case of the 1935 Act, to the limitations on overall financings by the Company imposed by the 2001 Order. The 2001 Order (i) constitutes an appropriate order of the Commission with respect to the sale of the Notes under the 1935 Act on the terms and conditions set forth in the Distribution Agreement, (ii) has been issued, (iii) remains in effect at this date and (iv) constitutes valid and sufficient authorization, subject to the limitations on overall financings contained therein, 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 C-2 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, 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. 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 August 20, 2003 (the Prospectus Supplement), 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, 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 C-3 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 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 participated in due diligence conferences 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, other financial information and the Statement of Eligibility of the Trustee on Form T-1 under the Trust Indenture Act, as 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 C-4 or superseded by any statement in a subsequently filed Incorporated Document or in the Registration Statement or Prospectus. We do not purport to express an opinion on any laws other than those of the Commonwealth of Virginia, the State of New York and the United States of America. This opinion may not be relied upon by any person without our prior written consent. Very truly yours, MCGUIREWOODS LLP C-5 EXHIBIT D DOMINION RESOURCES, INC. ADMINISTRATIVE PROCEDURES for Fixed Rate and Floating Rate Medium-Term Notes, Series B (Dated as of August 20, 2003) 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 Company), to or through Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., Lehman Brothers Inc., McDonald Investments Inc. and Morgan Stanley & Co. Incorporated (each, an Agent and, collectively, the Agents) pursuant to a Distribution Agreement, dated August 20, 2003 (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 August 1, 2003 (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: Merrill Lynch, Pierce, Fenner & Smith Incorporated: Merrill Lynch & Co. Merrill Lynch Production Technologies 4 Corporate Place Piscataway, New Jersey 08854 Attention: Prospectus Operations/Diane Walker Telephone: (732) 878-6536 Facsimile: (732) 878-6481/6547 Email: mtnsuppl@na2.us.ml.com ---------------------- Banc of America Securities LLC: Banc of America Securities LLC 9 West 57th Street NY1-301-2M-01 New York, New York 10019 Attention: Transaction Management Telephone: (212) 847-6603 Facsimile: (212) 847-5184 Email: Credit Suisse First Boston LLC: Credit Suisse First Boston LLC 11 Madison Avenue New York, New York 10010 Attention: Short and Medium Term Finance Telephone: (212) 325-7198 Facsimile: (212) 743-5825 Email: D-8 J.P. Morgan Securities Inc.: J.P. Morgan Securities Inc. 270 Park Avenue - 7th Floor New York, New York 10017 Attention: Medium Term Note Desk Telephone: (212) 834-4421 Facsimile: (212) 834-6081 Email: Lehman Brothers Inc.: Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Attention: Fixed Income Syndicate/ Medium Term Note Desk Telephone: (212) 526-9664 Facsimile: (212) 526-0943 With a copy to: ADP Prospectus Services For Lehman Brothers Inc. 1155 Long Island Avenue Edgewood, New York 11717 Attention: Client Services Desk Facsimile: (631) 254-7268 McDonald Investments Inc.: McDonald Investments Inc. 800 Superior Avenue Cleveland, Ohio 44114 Attention: Debt Capital Markets Telephone: (216) 443-2890 Facsimile: (216) 443-3801 Email: D-9 Morgan Stanley & Co. Incorporated: Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Attention: Medium-Term Note Trading Desk Telephone: (212) 761-1248 Facsimile: (212) 761-8846 Email: and if to the Trustee, to: JPMorgan Chase Bank Institutional Trust Services 4 New York Plaza - 15th Floor New York, New York 10004 Attention: Carol Ng Telephone: (212) 623-5233 Facsimile: (212) 623-6215 Email: carol.ng@jpmorgan.com --------------------- and to: Troutman Sanders LLP 1111 East Main Street Richmond, Virginia 23219 Attention: F. Claiborne Johnston, Jr., Esquire Telephone: (804) 697-1214 Facsimile: (804) 698-5108 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 D-10 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 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 D-11 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated: Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center Floor 15 New York, New York 10080 Attention: Global Transaction Management Group Telephone: (212) 449-7476 Facsimile: (212) 449-2234 Banc of America Securities LLC: Banc of America Securities LLC 9 West 57th Street NY1-301-2M-01 New York, New York 10019 Attention: Transaction Management Telephone: (212) 847-6603 Facsimile: (212) 847-5184 Email: Credit Suisse First Boston LLC: Credit Suisse First Boston LLC 11 Madison Avenue New York, New York 10010 Attention: Short and Medium Term Finance Telephone: (212) 325-7198 Facsimile: (212) 743-5825 Email: D-12 J.P. Morgan Securities Inc.: J.P. Morgan Securities Inc. 270 Park Avenue - 7th Floor New York, New York 10017 Attention: Medium Term Note Desk Telephone: (212) 834-4421 Facsimile: (212) 834-6081 Email: Lehman Brothers Inc.: Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Attention: Medium Term Note Desk Telephone: (212) 526-9664 Facsimile: (212) 526-0943 McDonald Investments Inc.: McDonald Investments Inc. 800 Superior Avenue Cleveland, Ohio 44114 Attention: Debt Capital Markets Telephone: (216) 443-2890 Facsimile: (216) 443-3801 Email: Morgan Stanley & Co. Incorporated: Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Attention: Medium Term Note Trading Desk Telephone: (212) 761-1248 Facsimile: (212) 761-8846 Email: D-13 and if to the Trustee, to: JPMorgan Chase Bank Institutional Trust Services 4 New York Plaza - 15th Floor New York, New York 10004 Attention: Carol Ng Telephone: (212) 623-5233 Facsimile: (212) 623-6215 Email: carol.ng@jpmorgan.com --------------------- and to: Troutman Sanders LLP 1111 East Main Street Richmond, Virginia 23219 Attention: F. Claiborne Johnston, Jr., Esquire Telephone: (804) 697-1214 Facsimile: (804) 698-5108 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. D-14 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-15 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 August 20, 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-16 have been reserved for and relating to Global Notes and the Company has delivered to each of JPMorgan and DTC a 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-17 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-18 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-19 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-20 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-21 (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-22 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-23 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-24 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-25 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-26 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-27 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-28 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-29 (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-30 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: Merrill Lynch, Pierce, Fenner & Smith Incorporated: Merrill Lynch Money Markets Clearance 55 Water Street - 3rd Floor Plaza Level DTC New York Window New York, New York 10041 Attention: Morna Noel Telephone: (212) 855-2403 Facsimile: (212) 855-2457 Email: Banc of America Securities LLC: Banc of America Securities LLC 9 West 57th Street NY1-301-2M-01 New York, New York 10019 Attention: Transaction Management Telephone: (212) 847-6603 Facsimile: (212) 847-5184 Email: D-31 Credit Suisse First Boston LLC: Credit Suisse First Boston LLC 11 Madison Avenue New York, New York 10010 Attention: Short and Medium Term Finance Telephone: (212) 325-7198 Facsimile: (212) 743-5825 Email: J.P. Morgan Securities Inc.: J.P. Morgan Securities Inc. One Chase Plaza - Level 5B New York, New York 10005 Attention: Mr. Gary Saheed Telephone: (212) 552-5558 Facsimile: (212) 552-5319 Email: Lehman Brothers Inc.: Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Attention: Medium-Term Note Desk Telephone: (212) 526-9664 Facsimile: (212) 526-0943 McDonald Investments Inc.: McDonald Investments Inc. 800 Superior Avenue Cleveland, Ohio 44114 Attention: Debt Capital Markets Telephone: (216) 443-2890 Facsimile: (216) 443-3801 Email: D-32 Morgan Stanley & Co. Incorporated: Morgan Stanley & Co. Incorporated Bank of New York Dealer Clearance Department One Wall Street - 3rd Floor - Window 3B New York, New York 10005 Attention: For the Account of Morgan Stanley & Co. Incorporated 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-33 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-34 EX-4.4 4 dex44.txt FOURTH SUPPLEMENTAL INDENTURE EXHIBIT 4.4 DOMINION RESOURCES, INC. Issuer TO JPMORGAN CHASE BANK Trustee ------------------------- Fourteenth Supplemental Indenture Dated as of August 1, 2003 ------------------------- $2,490,000,000 Medium-Term Notes, Series B TABLE OF CONTENTS* ARTICLE I MEDIUM-TERM NOTES, SERIES B SECTION 101. Establishment .............................................................. 1 SECTION 102. Definitions ................................................................ 2 SECTION 103. Payment of Principal and Interest .......................................... 7 SECTION 104. Fixed Rate Notes ........................................................... 8 SECTION 105. Floating Rate Notes ........................................................ 9 SECTION 106. CD Rate Notes .............................................................. 11 SECTION 107. Commercial Paper Rate Notes ................................................ 12 SECTION 108. Federal Funds Rate Notes ................................................... 12 SECTION 109. LIBOR Notes ................................................................ 13 SECTION 110. Prime Rate Notes ........................................................... 14 SECTION 111. Treasury Rate Notes ........................................................ 15 SECTION 112. CMT Rate Notes ............................................................. 16 SECTION 113. Denominations .............................................................. 19 SECTION 114. Global Securities .......................................................... 19 SECTION 115. Redemption ................................................................. 20 SECTION 116. Sinking Fund; Repayment at Holder's Option ................................. 21 SECTION 117. Currency ................................................................... 22 SECTION 118. Paying Agent; Payments ..................................................... 22 SECTION 119. Additional Terms ........................................................... 24 SECTION 120. Establishment of Procedures for Authentication of Notes Pursuant to Section 303 of the Indenture ............................................... 24 SECTION 121. Limitation on Liens ........................................................ 24 ARTICLE II MISCELLANEOUS PROVISIONS SECTION 201. Recitals by Company ........................................................ 28 SECTION 202. Ratification and Incorporation of Original Indenture ....................... 28 SECTION 203. Executed in Counterparts ................................................... 28 SECTION 204. Assignment ................................................................. 28

Exhibit A Form Of Fixed Rate Note Exhibit B Form Of Floating Rate Note Exhibit C Form Of Authentication Certificate _____________ * This Table of Contents does not constitute part of the Indenture or have any bearing upon the interpretation of any of its terms and provisions. (i) THIS FOURTEENTH SUPPLEMENTAL INDENTURE is made as of the first day of August, 2003, by and between DOMINION RESOURCES, INC., a Virginia corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia 23219 (the "Company"), and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), a New York banking corporation, as Trustee (herein called the "Trustee"). W I T N E S S E T H: WHEREAS, the Company has heretofore entered into a Senior Indenture, dated as of June 1, 2000 (the "Original Indenture"), as heretofore supplemented and amended, with the Trustee; WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as heretofore supplemented and amended and as further supplemented by this Fourteenth Supplemental Indenture, is herein called the "Indenture"; WHEREAS, under the Original Indenture, a new series of Securities may at any time be established in accordance with the provisions of the Original Indenture and the forms of the Securities for such series and the terms of such series may be described by a supplemental indenture executed by the Company and the Trustee; WHEREAS, the Company proposes to create under the Indenture a series of Securities, to establish the forms for such series of Securities and to establish the procedures for the authentication and delivery of specific Securities of the series from time to time; WHEREAS, additional Securities of other series hereafter established, except as may be limited in the Original Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Indenture as at the time supplemented and modified; and WHEREAS, all conditions necessary to authorize the execution and delivery of this Fourteenth Supplemental Indenture and to make it a valid and binding obligation of the Company have been done or performed. NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I MEDIUM-TERM NOTES, SERIES B SECTION 101. Establishment. There is hereby established pursuant to Section 301 of the Indenture a new series of Securities to be issued under the Indenture, to be designated as the Company's Medium-Term Notes, Series B (the "Notes"). The Notes shall be issued as Registered Securities. There shall be no limitation on the aggregate principal amount of the Notes, provided, however, unless otherwise specified in an Authentication Certificate, the aggregate principal amount of the Notes to be issued pursuant to this Fourteenth Supplemental Indenture is limited to $2,490,000,000 or the equivalent thereof in Foreign Currency (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 905 or 1107 of the Indenture and except for any Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered). In the case of Notes denominated in Foreign Currency, the U.S. Dollar equivalent thereof will be determined by application of the Market Exchange Rate on the Business Day immediately preceding the date on which the pricing of such Notes takes place. All Notes need not be issued at the same time and any issuance of a tranche of Notes may be reopened at any time, without the consent of any Holder, for issuances of additional Notes of such tranche. Any such additional Notes will, if so specified in the Authentication Certificate therefor, have the same interest rate, maturity and other terms as Notes of such tranche previously issued. It is hereby established pursuant to Section 201 of the Indenture that the Notes denominated and payable in United States dollars shall be substantially in the forms attached as Exhibits A and B hereto, unless a different form is provided in the applicable Authentication Certificate (which Authentication Certificate shall constitute a Company Resolution satisfying the requirements of Section 201 of the Indenture). The Notes shall have such additional terms as shall be set forth in the applicable Authentication Certificate and delivered to the Trustee or its authenticating agent. Upon receipt (including by facsimile) of such Authentication Certificate, the Trustee or its authenticating agent is hereby instructed to insert such terms on the face of the Notes relating thereto. Each Note shall be dated the date of authentication thereof. The form of the Trustee's Certificate of Authentication for the Notes shall be in substantially the form set forth in Section 206 of the Indenture. SECTION 102. Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture. "Adjusted Treasury Rate" means, with respect to any Redemption Date: (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. 2 "Authentication Certificate" shall have the meaning ascribed to such term in Section 120 of this Fourteenth Supplemental Indenture. "Base Rate" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. "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. "Calculation Agent" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. "Calculation Date" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. "CD Rate" shall have the meaning ascribed to such term in Section 106 of this Fourteenth Supplemental Indenture. "CD Rate Note" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. "CMT Rate" shall have the meaning ascribed to such term in Section 112 of this Fourteenth Supplemental Indenture. "CMT Rate Note" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. "Commercial Paper Rate" shall have the meaning ascribed to such term in Section 107 of this Fourteenth Supplemental Indenture. "Commercial Paper Rate Note" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes ("Remaining Life"). "Comparable Treasury Price" means, with respect to a Redemption Date, (i) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and 3 lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. "Designated LIBOR Page" means either: (i) if "LIBOR Reuters" is designated in the applicable Authentication Certificate, the display on the Reuters Monitor Money Rates Service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency or its designated successor; or (ii) if "LIBOR Telerate" is designated in the applicable Authentication Certificate, the display on the Telerate page specified in the applicable Authentication Certificate, or any other page as may replace that page on that service, for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency. "Exchange Rate Agent" shall have the meaning ascribed to such term in Section 118 of this Fourteenth Supplemental Indenture. "Federal Funds Rate" shall have the meaning ascribed to such term in Section 108 of this Fourteenth Supplemental Indenture. "Federal Funds Rate Note" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. "Fixed Rate Note" shall have the meaning ascribed to such term in Section 103 of this Fourteenth Supplemental Indenture. "Floating Rate/Fixed Rate Note" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. "Floating Rate Note" shall have the meaning ascribed to such term in Section 103 of this Fourteenth Supplemental Indenture. "Foreign Currency Note" shall have the meaning ascribed to such term in Section 117 of this Fourteenth Supplemental Indenture. "H.15 Daily Update" means the daily update of H.15(519), available through the world wide web 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. "H.15(519)" means the Statistical Release H.15(519), Selected Interest Rates, published by the Board of Governors of the Federal Reserve System, or any successor publication of the Board of Governors of the Federal Reserve System. "Independent Investment Banker" means Merrill Lynch, Pierce, Fenner & Smith, Incorporated and its successors as selected by the Company, or if such firm is unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by the Company. "Index Currency" means the currency specified in the applicable Authentication Certificate as the currency for which LIBOR will be calculated, or, if the euro is substituted for that currency, the 4 index currency will be the euro. If no currency is specified in the applicable Authentication Certificate, the Index Currency will be U.S. dollars. "Index Maturity" means the period of maturity of the instrument or obligation from which the Base Rate is calculated, as specified in the applicable Authentication Certificate. "Initial Interest Rate" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. "Interest Determination Date" means, with respect to any Interest Reset Date, the day the Calculation Agent will refer to when determining the new interest rate at which a Floating Rate Note will reset, which is applicable as follows: for Commercial Paper Rate Notes, Federal Funds Rate Notes and Prime Rate Notes, the Interest Determination Date will be the Business Day prior to the Interest Reset Date; for LIBOR Notes, the Interest Determination Date will be the second London Business Day prior to the Interest Reset Date, except that the Interest Determination Date pertaining to an Interest Reset Date for a LIBOR Note for which the Index Currency is pounds sterling will be the Interest Reset Date; for CD Rate Notes and CMT Rate Notes, the Interest Determination Date will be the second Business Day next preceding the Interest Reset Date; and for Treasury Rate Notes, the Interest Determination Date will be the day of the week in which the 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 following Tuesday, but the auction may be held on the preceding Friday. If, as the result of a legal holiday, the 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. If an auction falls on a day that is an Interest Reset Date, the Interest Reset Date will be the next following Business Day. "Interest Payment Date" shall have the meaning ascribed to such term in Section 103 of this Fourteenth Supplemental Indenture. "Interest Period" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. "Interest Reset Date" means the first day of each Interest Reset Period. "Interest Reset Period" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. "Inverse Floating Rate Note" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. "LIBOR Rate" shall have the meaning ascribed to such term in Section 109 of this Fourteenth Supplemental Indenture. "LIBOR Note" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. "Lien" means any mortgage, lien, pledge, security interest or other encumbrance of any kind. 5 "Limitation Date" shall have the meaning ascribed to such term in Section 115 of this Fourteenth Supplemental Indenture. "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. "Market Exchange Rate" shall have the meaning ascribed to such term in Section 118 of this Fourteenth Supplemental Indenture. "Material Subsidiary" means a Subsidiary of the Company whose total assets (as determined in accordance with GAAP) represent at least 20% of the total assets of the Company on a consolidated basis; provided, however, that in no event shall Dominion Capital, Inc. be included as a Material Subsidiary. "Maximum Interest Rate" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. "Minimum Interest Rate" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. "Original Issue Discount Notes" shall have the meaning ascribed to such term in Section 103 of this Fourteenth Supplemental Indenture. "Prime Rate" shall have the meaning ascribed to such term in Section 110 of this Fourteenth Supplemental Indenture. "Prime Rate Note" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. "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, London for Euros (solely in the case of Index Currency), Johannesburg for South African rand and Zurich for Swiss francs. "Principal Property" means any plant or facility of the Company located in the United States that in the opinion of the Board of Directors or management of the Company is of material importance to the business conducted by the Company and its consolidated Subsidiaries taken as whole. "Redemption Price" shall have the meaning ascribed to such term in Section 115 of this Fourteenth Supplemental Indenture. "Reference Treasury Dealer" means: (i) Merrill Lynch, Pierce, Fenner & Smith, Incorporated and its successors; provided that, if such firm ceases to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute another Primary Treasury Dealer; and (ii) up to four other Primary Treasury Dealers selected by the Company. 6 "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. "Regular Record Date" means, with respect to each Interest Payment Date, the close of business on the fifteenth calendar day (whether or not a Business Day) preceding such Interest Payment Date. "Reuters Screen USPRIME 1 Page" means the display designated as page "USPRIME 1" on the Reuters Monitor Money Rates Service, or any successor service, or any other page as may replace the USPRIME 1 Page on that service for the purpose of displaying prime rates or base lending rates of major United States banks. "Specified Currency" shall have the meaning ascribed to such term in Section 117 of this Fourteenth Supplemental Indenture. "Spread" means the number of basis points to be added to or subtracted from the Base Rate for a Floating Rate Note, as specified in the applicable Authentication Certificate as being applicable to such Floating Rate Note for such Interest Period. Each basis point is 0.01%. "Spread Multiplier" means the percentage specified in the applicable Authentication Certificate as being applicable to the Base Rate for a Floating Rate Note for each Interest Period. "Stated Maturity Date" means the date on which a Note matures, as specified in such Note and in the applicable Authentication Certificate, as described in Section 103 of this Fourteenth Supplemental Indenture. "TARGET Settlement Day" means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System is open. "Telerate" means Moneyline Telerate, or any successor service. "Treasury Rate" shall have the meaning ascribed to such term in Section 111 of this Fourteenth Supplemental Indenture. "Treasury Rate Note" shall have the meaning ascribed to such term in Section 105 of this Fourteenth Supplemental Indenture. SECTION 103. Payment of Principal and Interest. Unless previously redeemed or repaid, each Note shall mature on the date 9 months or more from its date of issue as specified in such Note and in the applicable Authentication Certificate (the "Stated Maturity Date"). If the Stated Maturity Date or any earlier Redemption Date or Repayment Date falls on a day that is not a Business Day with respect to such Note, the payment of principal will be made on the next succeeding Business Day with the same force and effect as if made on such Stated Maturity Date, Redemption Date or Repayment Date. 7 Each Note within such series that bears interests will bear interest at either (a) a fixed rate (the "Fixed Rate Notes") or (b) a floating rate (the "Floating Rate Notes") determined by reference to one or more specified Base Rates based on the Index Maturity, which may be adjusted by a Spread and/or Spread Multiplier. Notes may be issued as "Original Issue Discount Notes" at a discount from the principal amount thereof due at the Stated Maturity Date as specified in the applicable Authentication Certificate. Each Note that bears interest will bear interest from and including its date of issue or from and including the most recent Interest Payment Date to which interest on such Note (or any predecessor Note) has been paid or duly provided for until the principal thereof is paid or made available for payment. Interest will be payable on each Interest Payment Date and at the Stated Maturity Date or any earlier Redemption Date or Repayment Date. The first payment of interest on any Note originally issued after a Regular Record Date and on or before an Interest Payment Date will be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered Holder on such next succeeding Regular Record Date. The Interest Payment Dates for the Notes shall be as specified in the applicable Authentication Certificate (the "Interest Payment Dates"). The interest rate on a Note for any Interest Period will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. The applicable Authentication Certificate will specify: (i) the issue price, Interest Payment Dates and Regular Record Dates; (ii) the date on which the Note will be issued and the Stated Maturity Date; (iii) the Specified Currency in which the Note is denominated; (iv) with respect to any Fixed Rate Note, the interest rate, (v) with respect to any Floating Rate Note, the Initial Interest Rate, the method (which may vary from Interest Period to Interest Period) of calculating the interest rate applicable to each Interest Period (including, if applicable, the Index Maturity, the Spread and/or Spread Multiplier, the Interest Determination Dates, the Interest Reset Dates and any Minimum Interest Rate or Maximum Interest Rate); (vi) with respect to any Floating Rate Note, whether such Note is an Inverse Floating Rate Note and, if so, the fixed interest rate for such Note; (vii) with respect to any Floating Rate Note, whether such Note is a Floating Rate/Fixed Rate Note and, if so, the interest rates for such Note and the fixed rate commencement date; (viii) whether such Note is an Original Issue Discount Note; and (ix ) any other terms consistent with the Indenture including the redemption or repayment terms, if any for such Note. SECTION 104. Fixed Rate Notes. Each Fixed Rate Note, whether or not issued as an Original Issue Discount Note, will bear interest at the annual rate specified on its face until the principal is paid or made available for payment. Interest on Fixed Rate Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payments for Fixed Rate Notes will include accrued interest from and including the date of issue or from and including the last date in respect of which interest has been paid or duly provided for, as the case may be, to but excluding the relevant Interest Payment Date or Stated Maturity Date or any earlier Redemption Date or Repayment Date, as the case may be, except when the Interest Payment Date is not a Business Day. In the event that any Interest Payment Date on a Fixed Rate Note is not a Business Day, interest will be paid on the next succeeding Business Day with the same force and effect as if made on such 8 Interest Payment Date, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date. SECTION 105. Floating Rate Notes. A Floating Rate Note will bear interest determined by reference to one or more specified Base Rates based on the Index Maturity, which may be adjusted by a Spread and/or a Spread Multiplier. Any Floating Rate Note may also have either or both of the following as set forth in the applicable Authentication Certificate: (i) a maximum interest rate limitation, or ceiling, on the rate of interest which may accrue during any Interest Period (the "Maximum Interest Rate"); and (ii) a minimum interest rate limitation, or floor, on the rate of interest which may accrue during any Interest Period (the "Minimum Interest Rate"). Floating Rate Notes may be issued as "Inverse Floating Rate Notes" in which case the particular Floating Rate Note will bear interest at a fixed interest rate minus the rate determined by reference to the applicable Base Rate (i) plus or minus the applicable Spread, if any, and/or (ii) 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. Floating Rate Notes may be issued as "Floating Rate/Fixed Rate Notes" in which case the particular Floating Rate Note will bear interest from the date of issue to the first Interest Reset Date for such Note at the Initial Interest Rate specified in the applicable Authentication Certificate and thereafter the rate of interest on such Note will be reset as of each Interest Reset Date to a rate determined by reference to the applicable Base Rate (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any; provided, however, that the interest rate in effect commencing on the fixed rate commencement date specified in the applicable Authentication Certificate will be the fixed rate of interest specified in such Authentication Certificate, or if no such fixed rate is specified, the rate of interest beginning on the fixed rate commencement date shall be the interest rate in effect on the day immediately preceding the fixed rate commencement date. The applicable Authentication Certificate may designate any of the following interest rates or interest rate formulas (the "Base Rate") as applicable to one or more Interest Periods on each Floating Rate Note: (a) the CD Rate, in which case such note will be a "CD Rate Note" with respect to such Interest Period or Interest Periods; (b) the Commercial Paper Rate, in which case such Note will be a "Commercial Paper Rate Note" with respect to such Interest Period or Interest Periods; (c) the CMT Rate, in which case such Note will be a "CMT Rate Note" with respect to such Interest Period or Interest Periods; (d) the Federal Funds Rate, in which case such Note will be a "Federal Funds Rate Note" with respect to such Interest Period or Interest Periods; (e) LIBOR, in which case such Note will be a "LIBOR Note" with respect to such Interest Period or Interest Periods; (f) the Prime Rate, in which case such Note will be a "Prime Rate Note" with respect to such Interest Period or Interest Periods; (g) the Treasury Rate, in which case such Note will be a "Treasury Rate Note" with respect to such Interest Period or Interest Periods; (h) such other rate or interest rate formula as set forth in the applicable Authentication Certificate. 9 The interest rate on each Floating Rate Note for each Interest Period will be determined by reference to the applicable Base Rate specified in the applicable Authentication Certificate for such Interest Period, plus or minus the applicable Spread, if any, and/or multiplied by the applicable Spread Multiplier, if any. In the event that any Interest Payment Date, other than the Stated Maturity Date or any earlier Redemption Date or Repayment Date, for any Floating Rate Note falls on a day that is not a Business Day, the Interest Payment Date will be postponed to the next following day that is a Business Day, except that, in the case of a LIBOR Note, if that Business Day would fall in the next calendar month, the Interest Payment Date will be the immediately preceding Business Day. The rate of interest on each Floating Rate Note will be reset daily, weekly, monthly, quarterly, semi-annually or annually (that period being the "Interest Reset Period" for the Note), as specified in the applicable Authentication Certificate. The interest rate in effect from the date of issue to the first Interest Reset Date for a Floating Rate Note (the "Initial Interest Rate") will be the Initial Interest Rate specified in the applicable Authentication Certificate. If any Interest Reset Date for any Floating Rate Note would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day, except that in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. Unless otherwise specified in the applicable Authentication Certificate, interest for a Floating Rate Note will accrue from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from and including the issue date or any other date specified in an Authentication Certificate on which interest begins to accrue and interest will accrue to but excluding the next Interest Payment Date or, if earlier, the date on which the principal has been paid or duly made available for payment (each such interest accrual period, an "Interest Period"). 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 for that Floating Rate Note. For a Floating Rate Note, accrued interest will be calculated by multiplying the principal amount of the Floating Rate Note by an accrued interest factor. This accrued interest factor will be computed by adding the interest factors calculated for each day in the period for which interest is being paid. The interest factor for each day is computed by dividing the interest rate applicable to that day: (i) by 360, in the case of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes (except for LIBOR Notes denominated in pounds sterling) and Prime Rate Notes; (ii) by 365, in the case of LIBOR Notes denominated in pounds sterling; or (iii) by the actual number of days in the year, in the case of Treasury Rate Notes or CMT Rate Notes. For these calculations, 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. 10 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 (.0000001), with five one-millionths of a percentage point rounded upward, (e.g. 9.876545% (or ..09876545) would be rounded to 9.87655% (or .0987655)) and all United States dollar amounts used in or resulting from these calculations on Floating Rate Notes will be rounded to the nearest cent, with one-half cent rounded upward. Unless otherwise specified in the applicable Authentication Certificate, JPMorgan Chase Bank will be the "Calculation Agent." Unless otherwise specified it the applicable Authentication Certificate, the "Calculation Date," if applicable, pertaining to any Interest Determination Date on a Floating Rate Note will be the earlier of (i) the tenth calendar day after such Interest Determination Date, or, if any such day is not a Business Day, the next succeeding Business Day, and (ii) the Business Day immediately preceding the applicable Interest Payment Date or Stated Maturity Date or for any principal amount to be redeemed or repaid, the Redemption Date or Repayment Date, as the case may be. SECTION 106. CD Rate Notes. CD Rate Notes will bear interest at the interest rates specified in the CD Rate Notes and in the applicable Authentication Certificate. Those interest rates will be based on the CD Rate and any Spread or Spread Multiplier and will be subject to the Minimum Interest Rate and the Maximum Interest Rate, if any. Unless otherwise specified in the applicable Authentication Certificate, the CD Rate will be, for any Interest Determination Date, the rate on that date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified in the applicable Authentication Certificate as published in H.15(519) under the heading "CDs (secondary market)." The following procedures will apply if the CD Rate cannot be determined as described above: If the above rate is not published in H.15(519) 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 set forth in the H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, or any successor site or publication, which is commonly referred to as the "H.15 Daily Update," for the Interest Determination Date for negotiable certificates of deposit having the Index Maturity specified in the applicable Authentication Certificate, under the caption "CDs (secondary market)." If the above rate is not yet published in either H.15(519), the H.15 Daily Update or some other recognized source for the purpose of displaying the rate, by 3:00 p.m., New York City time, on the Calculation Date, the Calculation Agent will determine the CD Rate to be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on that Interest Determination Date of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in New York City selected by the Calculation Agent, after consultation with the Company, for negotiable certificates of deposit of major United States money center banks of the highest credit standing in the market for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified in the applicable Authentication Certificate in an amount that is representative for a single transaction in that market at that time. If the dealers selected by the Calculation Agent are not quoting as set forth above, the CD Rate for the applicable Interest Reset Period will be the same as the CD Rate in effect for the immediately preceding Interest Reset Period (or, if there was no Interest Reset Period, the rate of 11 interest payable on the CD Rate Notes for which the CD Rate is being determined shall be the Initial Interest Rate). SECTION 107. Commercial Paper Rate Notes. Commercial Paper Rate Notes will bear interest at the interest rates specified in the Commercial Paper Rate Notes and in the applicable Authentication Certificate. Those interest rates will be based on the Commercial Paper Rate and any Spread or Spread Multiplier and will be subject to the Minimum Interest Rate and the Maximum Interest Rate, if any. The Commercial Paper Rate will be, for any Interest Determination Date, the Money Market Yield, calculated as described below, of the rate on that date for commercial paper having the Index Maturity specified in the applicable Authentication Certificate, as that rate is published in H.15(519), under the heading "Commercial Paper - Nonfinancial." The following procedures will apply 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 that Interest Determination Date for commercial paper of the Index Maturity specified in the applicable Authentication Certificate 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 that Calculation Date the rate is not yet published in either H.15(519) or the H.15 Daily Update, or some other recognized electronic source for the purpose of displaying the rate, then the Calculation Agent will determine the Commercial Paper Rate to be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on that Interest Determination Date of three leading dealers of U.S. dollar commercial paper in New York City selected by the Calculation Agent, after consultation with the Company, for commercial paper of the Index Maturity specified in the applicable Authentication Certificate, 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 as mentioned above, the Commercial Paper Rate for the applicable Interest Reset Period will be the same as the Commercial Paper 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 Commercial Paper Rate Notes for which the Commercial Paper Rate is being determined shall be the Initial Interest Rate). The "Money Market Yield" will be a yield calculated in accordance with the following formula: Money Market Yield = D x 360 x 100 -------------- 360 - (D x M) "D" refers to the applicable per year rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and "M" refers to the actual number of days in the interest period for which interest is being calculated. SECTION 108. Federal Funds Rate Notes. Federal Funds Rate Notes will bear interest at the interest rates specified in the Federal Funds Rate Notes and in the applicable Authentication 12 Certificate. Those interest rates will be based on the Federal Funds Rate and any Spread or Spread Multiplier and will be subject to the Minimum Interest Rate and the Maximum Interest Rate, if any. The Federal Funds Rate will be, for 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 the Telerate on page 120 or any other page as may replace the applicable page on that service, which is commonly referred to as "Telerate Page 120." The following procedures will apply if the Federal Funds 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 Interest Determination Date, the Federal Funds Rate will be the rate on that 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 that rate is not yet published in either H.15(519) or 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 Interest Determination Date then the Calculation Agent will determine the Federal Funds Rate to 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 each of three leading brokers of federal funds transactions in New York City selected by the Calculation Agent. If the brokers selected by the Calculation Agent are not quoting as mentioned above, the Federal Funds Rate for the applicable Interest Reset 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). SECTION 109. LIBOR Notes. LIBOR Notes will bear interest at the interest rates specified in the LIBOR Notes and in the applicable Authentication Certificate. That interest rate will be based on the London Interbank Offered Rate, which is commonly referred to as "LIBOR," and any Spread or Spread Multiplier and will be subject to the Minimum Interest Rate and the Maximum Interest Rate, if any. The Calculation Agent will determine "LIBOR" for each Interest Determination Date as follows: As of the Interest Determination Date, LIBOR will be either: (a) if "LIBOR Reuters" is specified in the applicable Authentication Certificate, the arithmetic mean of the offered rates for deposits in the Index Currency having the Index Maturity designated in the applicable Authentication Certificate, commencing on the second London Business Day immediately following that Interest Determination Date, that appear on the Designated LIBOR Page as of 11:00 a.m., London time, on that Interest Determination Date, if at least two offered rates appear on the Designated LIBOR Page, except that if the specified Designated LIBOR Page, by its terms provides only for a single rate, that single rate will be used; or (b) if "LIBOR Telerate" is specified in the applicable Authentication Certificate, the rate for deposits in the Index Currency having the Index Maturity designated in the applicable Authentication Certificate, commencing on the second London Business Day immediately following that Interest Determination Date or, if pounds sterling is the Index Currency, commencing on that Interest Determination Date, that appears on the Designated LIBOR Page at approximately 11:00 a.m., London time, on that Interest Determination Date. If fewer than the required number of 13 offered rates appear, then the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent after consultation with the Company, to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity specified in the applicable Authentication Certificate commencing on the second London Business Day immediately following the 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 that 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 of 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 those quotations. If fewer than two quotations are provided, LIBOR will be determined on that Interest Determination Date as the arithmetic mean of the rates quoted at approximately 11:00 a.m., London time, or some other time specified in the applicable Authentication Certificate, in the applicable Principal Financial Center for the country of the Index Currency on the Interest Determination Date, by three major banks in that Principal Financial Center selected by the Calculation Agent, after consultation with the Company, for loans in the Index Currency to leading European banks, having the Index Maturity specified in the applicable Authentication Certificate 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 of a single transaction in that Index Currency in the market at that time. If the banks so selected by the Calculation Agent are not quoting as mentioned in the previous sentence, LIBOR for the applicable Interest Reset Period will be the same as LIBOR in effect 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 shall be the Initial Interest Rate). If neither LIBOR Reuters nor LIBOR Telerate is specified in the applicable Authentication Certificate, LIBOR for the applicable Index Currency will be determined as if LIBOR Telerate were specified, and, if the U.S. dollar is the Index Currency, as if Page 3750, had been specified. SECTION 110. Prime Rate Notes. Prime Rate Notes will bear interest at the interest rates specified in the Prime Rate Notes and in the applicable Authentication Certificate. That interest rate will be based on the Prime Rate and any Spread or Spread Multiplier and will be subject to the Minimum Interest Rate and the Maximum Interest Rate, if any. The Prime Rate will be, for any Interest Determination Date, the rate set forth on that date in H.15(519) under the heading "Bank Prime Loan." The following procedures will apply if the Prime Rate cannot be determined as described above: If the above rate is not published prior to 3:00 p.m., New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, then the Prime Rate will be the rate on that Interest Determination Date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the heading "Bank Prime Loan." If the rate is not published prior to 3:00 p.m., New York City time, on the Calculation Date in either H.15(519) or the H.15 Daily Update, or some other recognized electronic source for the purpose of displaying the rate, then the Calculation Agent will determine the Prime Rate to be the arithmetic 14 mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen USPRIME 1 Page as that bank's prime rate or base lending rate as in effect as of 11:00 a.m., New York City time, on that Interest Determination Date as quoted on the Reuters Screen USPRIME 1 Page on the Interest Determination Date. If fewer than four rates appear on the Reuters Screen USPRIME 1 Page for that Interest Determination Date, the Calculation Agent will determine the Prime Rate to 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 that Interest Determination Date by three major banks in New York City selected by the Calculation Agent, after consultation with the Company, from which quotations are requested. If fewer than two quotations are provided, the Prime Rate shall be calculated by the Calculation Agent and shall 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 mentioned above, the Prime Rate for the applicable Interest Reset Period will be the same as the Prime 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 Prime Rate Notes for which the Prime Rate is being determined shall be the Initial Interest Rate). SECTION 111. Treasury Rate Notes. Treasury Rate Notes will bear interest at the interest rates specified in the Treasury Rate Notes and in the applicable Authentication Certificate. That interest rate will be based on the Treasury Rate and any Spread or Spread Multiplier and will be subject to the Minimum Interest Rate and the Maximum Interest Rate, if any. The Treasury Rate will be the rate from the auction held on the applicable Interest Determination Date of direct obligations of the United States, which are commonly referred to as "Treasury Bills," having the Index Maturity specified in the applicable Authentication Certificate as that rate appears under the caption "Investment Rate" on the display on the Telerate on page 56 or any other page as may replace page 56 on that service, referred to as "Telerate Page 56," or page 57 or any other page as may replace page 57 on that service, referred to as "Telerate Page 57." The following procedures will apply if the Treasury Rate cannot be determined as described above: If the rate described 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 of 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 Authentication Certificate 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 15 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 specified in the applicable Authentication Certificate 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 referred to in the immediately preceding sentence is not so published by 3:00 p.m., New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, the Treasury Rate shall 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." If the rate referred to 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 shall be calculated by the Calculation Agent and shall 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 applicable Interest Determination Date, of three primary United States government securities dealers, selected by the Calculation Agent, after consultation with the Company, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified in the applicable Authentication Certificate. If the dealers selected by the Calculation Agent are not quoting as mentioned in the immediately preceding sentence, the Treasury Rate for the applicable Interest Reset Period will be the same as the Treasury 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 Treasury Rate Notes for which the Treasury Rate is being determined shall be the Initial Interest Rate). SECTION 112. 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 Authentication Certificate. Unless otherwise indicated in an applicable Authentication Certificate, if CMT Telerate Page 7051 is specified in the applicable Authentication Certificate, 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 Authentication Certificate 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 Authentication Certificate, but the foregoing method for determining 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". 16 .. 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 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 (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 1 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 shall 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 shall be the Initial Interest Rate). 17 Unless otherwise indicated in an applicable Authentication Certificate, if CMT Telerate Page 7052 is specified in the applicable Authentication Certificate, CMT Rate means the percentage equal to the one-week or one-month, as specified in the applicable Authentication Certificate, average yield for U.S. Treasury securities at "constant maturity" having the Index Maturity specified in the applicable Authentication Certificate 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 Authentication Certificate, but the foregoing method for determining 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 Authentication Certificate, 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 Authentication Certificate, 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 1 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 shall 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 18 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 the 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 shall 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 Authentication Certificate), if two U.S. Treasury securities with an original maturity greater than the Index Maturity specified in the applicable Authentication Certificate 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 Authentication Certificate, CMT Telerate Page 7052, for the most recent week, shall be deemed specified. SECTION 113. Denominations. Unless otherwise specified in the applicable Authentication Certificate, Notes, other than Foreign Currency Notes shall be issued only in denominations of $25 or $1,000, as specified in the Authentication Certificate, and any integral multiple of such denomination in excess thereof. Foreign Currency Notes 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 Authentication Certificate. SECTION 114. Global Securities. The Notes will be issued initially in the form of one or more permanent Global Securities registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. 19 Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within 90 days after it becomes aware of such cessation, or (ii) the Company in its sole discretion determines that such Global Security shall be so exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall direct. SECTION 115. Redemption. If a "make whole" redemption option is specified in the applicable Authentication Certificate, the Notes will be redeemable at the option of the Company at any time, at a redemption price equal to the greater of (i) 100% of their principal amount and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as calculated by an Independent Investment Banker, plus a number of basis points specified in the Authentication Certificate plus, in each case, accrued and unpaid interest on the Notes to the Redemption Date, but interest installments whose maturity is prior to such Redemption Date will be payable to the Holders of such Notes of record at the close of business on the relevant Regular Record Dates referred to on the face thereof, all as provided in the Indenture. If so specified in the applicable Authentication Certificate, the Notes will be redeemable at the option of the Company on the date or dates prior to the Stated Maturity Date specified in the applicable Authentication Certificate at the price or prices ("Redemption Prices") specified in the applicable Authentication Certificate, together with accrued interest, if any, to the Redemption Date. Notwithstanding the foregoing, if a date prior to which the Company may not redeem the Note as part of, or in anticipation of, a refunding operation (a "Limitation Date") is specified in the applicable Authentication Certificate 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 specified in the Authentication Certificate and on the applicable Note. Unless otherwise specified in the applicable Authentication Certificate, the Company may redeem any of the Notes which are redeemable and remain outstanding either in whole or from time to time in part upon the terms and conditions set forth in Article Eleven of the Indenture. 20 SECTION 116. Sinking Fund; Repayment at Holder's Option. Unless otherwise specified in the applicable Authentication Certificate, the Company shall not be obligated to redeem or purchase any Note pursuant to any sinking fund or analogous provision, or at the option of the Holder, before its Stated Maturity Date. If the applicable Authentication Certificate specifies one or more dates on which a Note may be repayable at the option of the Holder, the Note will be repayable at the Holder's option on the specified Repayment Dates at the specified repayment price. Unless otherwise specified in the applicable Authentication Certificate, the repayment price will be equal to 100% of the principal amount of the Note, together with accrued interest to the date of repayment. For Notes issued with Original Issue Discount, the Authentication Certificate will specify the amount payable upon repayment. If applicable, the repayment option may be exercised by the Holder of a Note for less than the entire principal amount of that Note, but in that event, the principal amount remaining outstanding after repayment must be in an authorized denomination. In the event of repayment of a Note in part only, a new Note or Notes of this series and of like tenor for the unpurchased portion thereof will be issued in the name of the Holder upon cancellation. For the Company to repay a Note, the Paying Agent must receive at least 30 days but not more than 60 days prior to the Repayment Date: (i) the Note with the form entitled "Option to Elect Repayment" on the reverse of the Note duly completed; or (ii) a telegram, telex, facsimile transmission or a letter from a broker-dealer, commercial bank or trust company in the United States setting forth the name of the Holder, the principal amount of the Note, the principal amount of the Note to be repaid, the certificate number or a description of the tenor and terms of the Note, a statement that the option to elect repayment is being exercised and a guarantee that the Note to be repaid, together with the duly completed form entitled "Option to Elect Repayment" on the reverse of the Note will be received by the Paying Agent by the fifth Business Day after the date of that telegram, telex, facsimile transmission or letter; provided, however, that the telegram, telex, facsimile transmission or letter will only be effective if that Note and completed form are received by the Paying Agent by the fifth Business Day after the date of that telegram, telex, facsimile transmission or letter. If Notes of any series are subject to repayment in whole or in part at the option of the Holders, the Company, on or before the Repayment Date, will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003 of the Indenture) an amount of money sufficient to pay the principal (or, if so provided by the terms of the Notes of any series, a percentage of the principal) of, and accrued interest on, all the Notes or portions thereof, as the case may be, to be repaid on such date. Exercise of the repayment option by the Holder of a Note will be irrevocable. The Holder may exercise the repayment option for less than the entire principal amount of the Note. In that event, the principal amount of the Note remaining outstanding after repayment must be an authorized denomination. If a Note is represented by a Global Security, the Depositary or its nominee will be the Holder of the Note and therefore will be the only entity that can exercise a right to repayment. 21 SECTION 117. Currency. The Notes may be denominated, and payments of principal of and interest on the Notes will be made, in United States dollars or in such foreign currencies or composite currencies (a "Specified Currency") as may be specified in the applicable Authentication Certificate (each such Note denominated in a Specified Currency other than United States dollars, a "Foreign Currency Note"). SECTION 118. Paying Agent; Payments. (i) The Trustee shall initially serve as Paying Agent with respect to the Notes, with the Place of Payment initially being the Corporate Trust Office of the Trustee; (ii) payment of principal of and any premium and interest on Notes represented by any Global Security (as defined below) will be made to the Depositary (as specified below) or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Notes represented thereby for all purposes under the Indenture; (iii) unless otherwise specified in the applicable Authentication Certificate and except as provided in Section 307 of the Original Indenture, payments of interest with respect to any Note payable in United States dollars (other than interest payable at the Stated Maturity Date or any earlier Redemption Date or Repayment Date) will be made by check mailed to the Holder at the address of such Holder appearing on the Security Register for the Notes at the applicable Regular Record Date, and (iv) except as provided in Section 307 of the Original Indenture, interest payable on any Interest Payment Date (other than interest payable at the Stated Maturity Date or any earlier Redemption Date or Repayment Date) with respect to a Note will be paid to the Person in whose name that Note is registered on the Security Register at the applicable Regular Record Date for the payment of such interest, provided that interest payable on any Interest Payment Date that is also the Stated Maturity Date or any earlier Redemption Date or Repayment Date will be made to the Person to whom principal is payable. A Holder of Notes shall be entitled to payment by wire transfer of immediately available funds if appropriate payment instructions have been received in writing by the Trustee at its Corporate Trust Office on or prior to the Regular Record Date for an Interest Payment Date or at least 16 days prior to the Stated Maturity Date or any earlier Redemption Date or Repayment Date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such interest, principal and any premium on the Notes. Payment of the principal of and any premium due with respect to any Note at the Stated Maturity Date or any earlier Redemption Date or Repayment Date, together with any interest payable at such date, will be made in immediately available funds against presentation and surrender of such Note at the Corporate Trust Office of the Trustee accompanied by wire transfer instructions, provided that the Note is presented to the Trustee in time for the Trustee to make payments in such funds in accordance with its normal procedures. Unless otherwise specified in the applicable Authentication Certificate, payments of principal and any premium and interest on a Foreign Currency Note will be made in United States dollars unless the Holder elects to receive all or a portion of the payments on such Foreign Currency Notes in the Specified Currency. To do so, the Holder must send a written request to the Paying Agent as follows: for payments of interest, on or prior to the applicable Regular Record Date; or for payments of principal, at least 16 calendar days prior to the Stated Maturity Date or any earlier Redemption Date or Repayment Date. To revoke this election for all or a portion of the payments on the Foreign Currency Notes, the Holder must send written notice to the Paying Agent as follows: on or prior to the applicable Regular Record Date, for payments of interest; or at least 16 calendar days prior to the 22 Stated Maturity Date or any earlier Redemption Date or Repayment Date, for payments of principal. If the Holder elects to be paid in the Specified Currency, the Paying Agent will pay the principal, premium, if any, or interest, if any, on the Foreign Currency Notes by wire transfer of immediately available funds in the Specified Currency to the Holder's account at a bank located outside the United States, and in the case of a Foreign Currency Note payable in euros, in a country for which the euro is a lawful currency, if the Paying Agent has received the Holder's written wire transfer instructions on or prior to the Regular Record Date for an Interest Payment Date and at least 16 calendar days prior to the payment date for principal or premium, if any. 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 Paying Agent will only pay the principal of the Foreign Currency Notes, premium, if any, and interest, if any, due at the Stated Maturity Date or any earlier Redemption Date or Repayment Date, upon surrender of the Foreign Currency Notes at the office or agency of the Paying Agent. The Exchange Rate Agent specified in the applicable Authentication Certificate (the "Exchange Rate Agent") will convert the Specified Currency into United States dollars for Holders who do not elect to receive payments in the Specified Currency. The conversion will be based on a bid quotation in New York City received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from a recognized foreign exchange dealer for the purchase by the quoting dealer of the Specified Currency for United States dollars for settlement on the payment date, in the aggregate amount of the United States dollars payable to those Holders of Notes, and at which the dealer commits to execute a contract. The dealer providing the quotation may be the Exchange Rate Agent unless the Exchange Rate Agent is an affiliate of the Company. If no bid quotation is available, payments will be made in the Specified Currency. The Holders of Foreign Currency Notes will pay all currency exchange costs by deductions from the amounts payable on the Foreign Currency Notes. If the Specified Currency is unavailable due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company may satisfy its obligations to Holders of Foreign Currency Notes by making those payments on the date of payment in United States dollars on the basis of the noon dollar buying rate in New York City for the cable transfers of the Specified Currency, published by the Federal Reserve Bank of New York on the second Business Day prior to the applicable payment date (the "Market Exchange Rate"). If that rate of exchange is not then available or is not published for a Specified Currency, the Market Exchange Rate will be based on the most recently available Market Exchange Rate, or as otherwise specified in the applicable Authentication Certificate. The foregoing provisions do not apply if a Specified Currency is unavailable because it has been replaced by the euro. If the euro has been substituted for a Specified Currency, the Company may, at its option, or will, if required by applicable law, without consent of the Holders of the affected Foreign Currency Notes, pay the principal, premium, if any, or interest, if any, on any Foreign Currency Note denominated in the Specified Currency in euros instead of the Specified Currency, in conformity with legally applicable measures taken pursuant to, or by virtue of, the treaty established by the European Community, as amended by the treaty on European Union. Any payment made in United States dollars or in euros as described above where required payment is in an unavailable Specified Currency will not constitute an Event of Default under the Indenture. 23 The portion of the principal amount of the Notes, other than Original Issue Discount Notes which shall be payable upon declaration of acceleration of maturity thereof shall not be other than the principal amount thereof. The portion of the principal amount of any Original Issue Discount Notes which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 of the Indenture shall be determined by an Officer from time to time and shall be specified in the applicable Authentication Certificate. SECTION 119. Additional Terms. (i) Unless otherwise specified in the applicable Authentication Certificate, the Notes shall be defeasible pursuant to Section 402 of the Indenture. (ii) Unless otherwise specified in the applicable Authentication Certificate, the Notes shall be subject to the Events of Default specified in Section 501, paragraphs (1) through (6), of the Indenture. (iii) Unless otherwise specified in the applicable Authentication Certificate, the Notes shall be subject to the covenants specified in Article Ten of the Indenture and the covenants contained in Section 121 of this Fourteenth Supplemental Indenture. (iv) Subject to the terms of the Indenture including, without limitation, this supplemental indenture, the Notes shall have such other terms (which may be in addition to or different from the terms set forth herein) as are specified in the applicable Authentication Certificate. SECTION 120. Establishment of Procedures for Authentication of Notes Pursuant to Section 303 of the Indenture. Pursuant to Section 303 of the Indenture, Notes may be authenticated by the Trustee and issued in accordance with the administrative procedures agreed upon from time to time by the Company, the Trustee and the distribution agents for the Notes and upon receipt by the Trustee (including by facsimile) of an Authentication Certificate supplemental to this supplemental indenture, in substantially the form attached as Exhibit C hereto (an "Authentication Certificate"), setting forth the information specified or contemplated therein for the particular Notes to be authenticated and issued. SECTION 121. Limitation on Liens. The Company will not, while any of the Notes remain Outstanding, create, or suffer to be created or to exist, any Lien upon any Principal Property of the Company or upon any shares of stock of any Material Subsidiary of the Company, whether such Principal Property is, or shares of stock are, now owned or hereafter acquired, to secure any indebtedness for borrowed money of the Company, unless it shall make effective provision whereby the Notes then Outstanding shall be secured by such Lien equally and ratably with any and all indebtedness for borrowed money thereby secured so long as any such indebtedness shall be so secured; provided, however, that nothing in this Section shall be construed to prevent the Company from creating, or from suffering to be created or to exist, any Liens, or any agreements, with respect to: (1) purchase money mortgages, or other purchase money liens, pledges, security interests or encumbrances of any kind upon property hereafter acquired by the Company, or 24 Liens of any kind existing on any property or any shares of stock at the time of the acquisition thereof (including Liens which exist on any property or any shares of stock of a Person which is consolidated with or merged with or into the Company or which transfers or leases all or substantially all of its properties to the Company), or conditional sales agreements or other title retention agreements and leases in the nature of title retention agreements with respect to any property hereafter acquired; provided, however, that no such Lien shall extend to or cover any other property of the Company; (2) Liens upon any property of the Company or any shares of stock of any Material Subsidiary of the Company existing as of the date of the initial issuance of the Notes or upon the shares of stock of any corporation, which Liens existed at the time such corporation became a Material Subsidiary of the Company; liens for taxes or assessments or other governmental charges or levies; pledges to secure other governmental charges or levies; pledges or deposits to secure obligations under worker's compensation laws, unemployment insurance and other social security legislation, including liens of judgments thereunder which are not currently dischargeable; pledges or deposits to secure performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases to which the Company is a party; pledges or deposits to secure public or statutory obligations of the Company; builders', materialmen's, mechanics', carriers', warehousemen's, workers', repairmen's, operators', landlords' or other like liens in the ordinary course of business, or deposits to obtain the release of such liens; pledges or deposits to secure, or in lieu of, surety, stay, appeal, indemnity, customs, performance or return-of-money bonds; other pledges or deposits for similar purposes in the ordinary course of business; liens created by or resulting from any litigation or proceeding which at the time is being contested in good faith by appropriate proceedings; liens incurred in connection with the issuance of bankers' acceptances and lines of credit, bankers' liens or rights of offset and any security given in the ordinary course of business to banks or others to secure any indebtedness payable on demand or maturing within 12 months of the date that such indebtedness is originally incurred; liens incurred in connection with repurchase, swap or other similar agreements (including, without limitation, commodity price, currency exchange and interest rate protection agreements); leases made, or existing on property acquired, in the ordinary course of business; liens securing industrial revenue or pollution control bonds; liens, pledges, security interests or other encumbrances on any property arising in connection with any defeasance, covenant defeasance or in-substance defeasance of indebtedness of the Company, including the Notes; liens created in connection with, and created to secure, a non-recourse obligation; zoning restrictions, easements, licenses, rights-of-way, restrictions on the use of property or minor irregularities in title thereto, which do not, in the opinion of the Company, materially impair the use of such property in the operation of the business of the Company or the value of such property for the purpose of such business; (3) Liens in favor of the United States, any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure 25 any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such mortgages, including, without limitation, mortgages to secure indebtedness of the pollution control or industrial revenue bond type; (4) indebtedness which may be issued by the Company in connection with a consolidation or merger of the Company or any Material Subsidiary of the Company with or into any other Person (which may be an Affiliate of the Company or any Material Subsidiary of the Company) in exchange for or otherwise in substitution for secured indebtedness of such Person ("Third Party Debt") which by its terms (i) is secured by a mortgage on all or a portion of the property of such Person, (ii) prohibits secured indebtedness from being incurred by such Person, unless the Third Party Debt shall be secured equally and ratably with such secured indebtedness or (iii) prohibits secured indebtedness from being incurred by such Person; (5) indebtedness of any Person which is required to be assumed by the Company in connection with a consolidation or merger of such Person, with respect to which any property of the Company is subjected to a Lien; (6) Liens of any kind upon any property acquired, constructed, developed or improved by the Company (whether alone or in association with others) after the date of the initial issuance of the Notes which are created prior to, at the time of, or within 18 months after such acquisition (or in the case of property constructed, developed or improved, after the completion of such construction, development or improvement and commencement of full commercial operation of such property, whichever is later) to secure or provide for the payment of any part of the purchase price or cost thereof; provided that in the case of such construction, development or improvement the Liens shall not apply to any property theretofore owned by the Company other than theretofore unimproved real property; (7) Liens in favor of the Company, one or more Material Subsidiaries of the Company, one or more wholly-owned Subsidiaries of the Company or any of the foregoing in combination; (8) the replacement, extension or renewal (or successive replacements, extensions or renewals), as a whole or in part, of any Lien, or of any agreement, referred to above in clauses (1) through (7) inclusive, or the replacement, extension or renewal (not exceeding the principal amount of indebtedness secured thereby together with any premium, interest, fee or expense payable in connection with any such replacement, extension or renewal) of the indebtedness secured thereby; provided that such replacement, extension or renewal is limited to all or a part of the same property that secured the Lien replaced, extended or renewed (plus improvements thereon or additions or accessions thereto); or (9) any other Lien not excepted by the foregoing clauses (1) through (8); provided that immediately after the creation or assumption of such Lien, the aggregate principal amount of indebtedness for borrowed money of the Company secured by all Liens 26 created or assumed under the provisions of this clause (9) shall not exceed an amount equal to 10% of the common shareholders' equity of the Company, as shown on its consolidated balance sheet for the accounting period occurring immediately prior to the creation or assumption of such Lien. This Section 121 has been included in this Fourteenth Supplemental Indenture expressly and solely for the benefit of the Company's Medium-Term Notes, Series B, and shall be subject to covenant defeasance pursuant to Section 402(3) of the Original Indenture. 27 ARTICLE II MISCELLANEOUS PROVISIONS SECTION 201. Recitals by Company. The recitals in this Fourteenth Supplemental Indenture are made by the Company only and not by the Trustee, and all of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this Fourteenth Supplemental Indenture as fully and with like effect as if set forth herein in full. SECTION 202. Ratification and Incorporation of Original Indenture. As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Fourteenth Supplemental Indenture shall be read, taken and construed as one and the same instrument. SECTION 203. Executed in Counterparts. This Fourteenth Supplemental Indenture may be executed in several counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. SECTION 204. Assignment. The Company shall have the right at all times to assign any of its rights or obligations under the Indenture with respect to the Notes to a direct or indirect wholly-owned subsidiary of the Company; provided that, in the event of any such assignment, the Company shall remain primarily liable for the performance of all such obligations. The Indenture may also be assigned by the Company in connection with a transaction described in Article Eight of the Original Indenture. 28 IN WITNESS WHEREOF, each party hereto has caused this instrument to be signed in its name and behalf by its duly authorized officer, all as of the day and year first above written. DOMINION RESOURCES, INC. By: /s/ G. Scott Hetzer ------------------------------------ Name: G. Scott Hetzer Title: Senior Vice President and Treasurer JPMORGAN CHASE BANK, as Trustee By: /s/ Carol Ng ------------------------------------ Name: Carol Ng ---------------------------------- Title: Vice President --------------------------------- 29 EXHIBIT A REGISTERED NO. RF-___ CUSIP NO. ____ DOMINION RESOURCES, INC. MEDIUM-TERM NOTE, SERIES B (Fixed Rate) [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (DTC) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* [THIS MEDIUM-TERM NOTE, SERIES B, IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS MEDIUM-TERM NOTE, SERIES B, MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS MEDIUM TERM NOTE, SERIES B, IN WHOLE OR IN PART MAY BE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]*
Principal Amount: Interest Rate: Stated Maturity Date: Original Issue Date: Authorized Denomination (if Specified Currency: other than U.S. $1,000 and integral multiples thereof): Interest Payment Date(s): Regular Record Dates: Exchange Rate Agent: Limitation Date: Refunding Rate: Redemption Terms: Make Whole Redemption: ____ Repayment Terms: Basis points: Other Redemption Price: Original Issue Discount Note: Yield to Maturity: __ Original Issue Discount __ Original Issue Discount Security Subject to Special Security for Tax Purposes Provisions Herein Only Additional Terms (if any):
FOR PURPOSES OF SECTION 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET FORTH ABOVE. - ----------- * Insert in Global Securities DOMINION RESOURCES, INC., a corporation duly organized and existing under the laws of Virginia (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [Cede & Co.] * or registered assigns, the principal sum of ______________ on the Stated Maturity Date shown above (or upon earlier redemption or repayment) (such Stated Maturity Date or earlier date of redemption or repayment referred to herein as the "Maturity Date"), and to pay interest thereon from the Original Issue Date shown above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on each Interest Payment Date as specified above in each year, commencing on the Interest Payment Date next succeeding the Original Issue Date shown above and on the Maturity Date at the rate per annum shown above until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date (other than an Interest Payment Date that is the Maturity Date) will, as provided in such Indenture, be paid to the Person in whose name this Medium-Term Note, Series B (the "Note"), or one or more predecessor Notes, is registered at the close of business on the Regular Record Date for such interest, which shall be the Regular Record Date as specified above (whether or not a Business Day, as hereinafter defined), as the case may be, next preceding such Interest Payment Date, provided, however, that, if the Original Issue Date shown above is between a Regular Record Date and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date next succeeding the Original Issue Date to the holder of this Note on the Regular Record Date with respect to such second Interest Payment Date; and provided, further, that interest payable on an Interest Payment Date that is the Maturity Date will be paid to the Person to whom principal is payable. Except as otherwise provided in the Indenture (hereinafter defined), any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Securities of this series shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture. Payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds upon surrender of this Note, in the case of payment due at the Maturity Date, at the corporate trust office of the Trustee, maintained for that purpose in the Borough of Manhattan, New York City and currently located at 4 New York Plaza, New York, New York 10004; provided, however, that if such payment of principal or interest is to be made in a Specified Currency other than U.S. dollars, as provided on the reverse hereof, by wire transfer to an account maintained by the Holder hereof in the country of such Specified Currency shown above (the Holder's Overseas Account), as designated by the Holder of this Note by written notice to the Trustee on or prior to the Regular Record Date or at least 16 days prior to the Maturity Date or in connection with any transfer after such sixteenth day. In the absence of such designation or if such wire transfer cannot be made for any other reason, the Trustee will mail a notice to the address of the Person entitled thereto as such address shall appear on the Security Register on the Regular Record Date for any payment of interest or on the date of such notice in connection with payment of principal, as the case may be, requesting a designation pursuant to which such wire transfer can be made and no such payment shall be made until such designation is made. As more fully provided on the reverse hereof, if payment of principal of (and premium, if any) and interest on this Note is to be made in U.S. dollars, payment will be made (upon surrender of the Note, in the case of payment due at the Maturity Date, at the foregoing corporate trust office) by wire transfer to an account designated by the Holder (the Holder's U.S. Account) by written notice to the Trustee on or prior to the Regular Record Date or at least 16 days prior to the Maturity Date, or, in the absence of such designation, by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register on the Regular Record Date for any payment of interest or the Maturity Date shown above for payment of principal, as the case may be. As more fully provided on the reverse hereof, payment of the principal of (and premium, if any) - ---------- * Insert in Global Securities 2 and interest on this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts or, if payment of the principal of and interest on this Note is to be made in a Specified Currency other than U.S. dollars, subject to applicable laws and regulations, in the Specified Currency shown above. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Dated: DOMINION RESOURCES, INC. By:___________________________________ Name:_________________________________ Title:________________________________ 3 CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK, as Trustee By: _____________________________ Authorized Officer 4 EXHIBIT A (Reverse) DOMINION RESOURCES, INC. MEDIUM-TERM NOTE, SERIES B This Note is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an indenture, dated as of June 1, 2000, as heretofore supplemented and amended and as further supplemented by a Fourteenth Supplemental Indenture dated as of August 1, 2003 (the "Fourteenth Supplemental Indenture") (collectively, as amended or supplemented from time to time, herein called the "Indenture," which term shall have the meaning assigned to it in such instrument) between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities issued thereunder and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof as Medium-Term Notes, Series B (the "Notes"). There is no limit on the aggregate principal amount of the Notes and, in addition, any issuance of a tranche of Notes may be reopened at any time for the issuance of additional Notes having the same interest rate, maturity and other terms as Notes of such tranche previously issued. The fixed rate Securities of this series are identical except for Specified Currency, denomination, interest rate, issue date, Stated Maturity Date, redemption or repayment terms, if any, extent of original issue discount, if any, and any additional terms set forth on the face hereof. The principal of (and premium, if any) and interest on this Note are payable by the Company in the Specified Currency shown on the face hereof. If this Note is denominated in a Specified Currency other than U.S. dollars, unless the Holder hereof shall have elected to receive payments in such Specified Currency, payment of the principal of (and premium, if any) and interest on this Note will be made in U.S. dollars. JPMorgan Chase Bank, in its capacity as exchange rate agent, or such other Person as shall be appointed by the Company (the "Exchange Rate Agent"), will convert payments of principal of (and premium, if any) and interest on this Note to U.S. dollars. The amount to be received by a Holder of this Note not electing to receive payments in such Specified Currency will be based on a bid quotation in New York City received by the Exchange Rate Agent at approximately 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 such payment date in the aggregate amount of the U.S. dollars payable to all Holders of Notes receiving payment in U.S. dollars and at which the dealer commits to execute a contract. If such bid quotation is not available, payments will be made in the Specified Currency. All currency exchange costs will be borne pro rata by the Holders by deductions from such payments in U.S. dollars. As used herein, "Business Day" means 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). "Principal Financial Center" means , as applicable, the capital city of the country issuing the Specified Currency; provided, however, that the Principal Financial Center will be New York City for United States dollars, Sydney for Australian dollars, Toronto for Canadian dollars, Brussels for euros, Johannesburg for South African rand and Zurich for Swiss francs. If this Note is denominated in a Specified Currency other than U.S. dollars, the Holder of this Note may elect to receive payment of the principal of and interest on this Note in the Specified Currency by transmitting a written request for such 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, as the case may be. Such request may be in writing (mailed or hand delivered) or may be by cable, telex or other form of facsimile transmission. The Holder of this Note need not file a separate election for each such payment. Such election, once properly made, will remain in effect until this Note is transferred or until changed by written notice to the Trustee, but written notice of any such change must be received by the Trustee on or prior to the Regular Record Date or at least 16 calendar days prior to the Maturity Date, as the case may be. In order for the Holder of this Note to receive payments by wire transfer, such Holder shall designate an appropriate account (being either the Holder's Overseas Account or the Holder's U.S. Account, as the case may be). Such designation shall be made by filing the appropriate information with the Trustee at its corporate trust office in New York City on or prior to the Regular Record Date for an Interest Payment Date or at least 16 calendar days prior to the Maturity Date, except as provided on the face hereof. The Trustee will, subject to applicable laws and regulations (in the case of a Specified Currency other than U.S. dollars), and until it receives notice to the contrary or until this Note is transferred, make such payment and all succeeding payments to such Holders by wire transfer to the designated Holder's Overseas Account or Holder's U.S. Account, as the case may be. The Company will pay any administrative costs imposed by banks in connection with making wire transfer of payments, but any tax, assessment, governmental or other charge imposed upon such payments will be borne by the Holder of this Note and deducted therefrom. If the Specified Currency other than U.S. dollars is not available for the payment of principal or interest with respect to this Note 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 this Note by making such payment in U.S. dollars on the basis of the Market Exchange Rate (defined as the noon dollar buying rate in New York City for cable transfers for such Specified Currency, as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York) as of 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 terms of this Note. The Market Exchange Rate determined as provided above by the Exchange Rate Agent and certified by the Company to the Trustee shall be conclusive absent manifest error. 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. A good faith determination by the Exchange Rate Agent that the Specified Currency is unavailable shall be binding upon the Trustee and the Holder of this Note. In the case where the Interest Payment Date or the Maturity Date does not fall on a Business Day, payment of principal (and premium, if any) or interest otherwise payable 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 the Interest Payment Date or the Maturity Date and no interest shall accrue for the period from and after the Interest Payment Date or the Maturity Date. Payments of interest on this Note will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for this Note shall be computed and paid on the basis of a 360-day year of twelve 30-day months. If so provided on the face of this Note, this Note may be redeemed by the Company in accordance with the Redemption Terms set forth on the face hereof. If no Redemption Terms are set forth on the face hereof, this Note may not be redeemed prior to the Maturity Date. On and after the initial Redemption Date specified in the Redemption Terms, if any, this Note may be redeemed at any time in whole or in part (provided that any remaining principal amount of this Note shall be equal to an authorized denomination) at the option of the Company, at the applicable Redemption Price specified in the Redemption Terms, together with interest thereon payable to the Redemption Date, on notice given not more than 60 nor less than 20 calendar days prior to the Redemption Date. In the event of redemption of this Note in part only, a 2 new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. Notwithstanding the foregoing, the Company may not, prior to the Limitation Date specified on the face hereof, if any, redeem this Note as contemplated by the next preceding paragraph 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 (calculated in accordance with generally accepted financial practice) of less than the Refunding Rate specified on the face hereof, if any. If a Make-Whole Redemption option is specified on the face hereof, this Note will be redeemable at the option of the Company at any time at the Redemption Price described in Section 115 of the Fourteenth Supplemental Indenture, calculated, where applicable, on the basis of the Adjusted Treasury Rate referred to therein plus a number of basis points specified on the face hereof, plus accrued and unpaid interest to the Redemption Date. The Notes will not have a sinking fund. If Repayment Terms are indicated on the face of this Note, the Company may be required to repurchase this Note at the option of the Holder, in whole or in part, on the Repayment Date(s) and at the applicable Repayment Price(s) specified in the Repayment Terms, plus accrued interest, if any, to the applicable Repayment Date. On or before the applicable Repayment Date, the Company shall deposit with the Trustee money sufficient to pay the applicable Repayment Price and any interest accrued on the portion of this Note to be tendered for repayment. On and after such Repayment Date, interest will cease to accrue on this Note or any portion hereof tendered for repayment. The repayment option may be exercised by the Holder of this Note for less than the entire principal amount hereof, but in that event, the principal amount hereof remaining outstanding after repayment must be in an authorized denomination. In the event of repurchase of this Note in part only, a new Note or Notes of this series and of like tenor for the unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. In order for this Note to be repaid, the Trustee must receive at least 30 calendar days but not more than 60 calendar days prior to the Repayment Date (i) this Note with the form entitled "Option to Elect Repayment" attached to this Note duly completed or (ii) a facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the principal amount of this Note to be repaid, the registered number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby, and a guarantee that this Note to be repaid, together with the duly completed form entitled "Option to Elect Repayment" attached to this Security, will be received by the Trustee not later than the fifth Business Day after the date of such facsimile transmission or letter; however, such facsimile transmission or letter shall only be effective if this Note and duly completed form are received by the Trustee by such fifth Business Day. Such notice, once given, will be irrevocable unless waived by the Company. Unless otherwise indicated on the face hereof, this Note will not be subject to repayment at the option of the Holder. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture; provided, however, that if this Note is an Original Issue Discount Note, the provisions set forth below under the caption "Special Provisions" shall supercede and replace the provisions of this paragraph. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in 3 principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of not less than a majority in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of the Notes at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or premium, if any, or interest hereon on or after the respective due dates expressed or provided for herein. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, in the coin or currency, and to the manner, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable in the Security Register, upon surrender of this Note, for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes having the same Stated Maturity Date and Original Issue Date, of authorized denominations and of like tenor and for the same aggregate principal amount in the same Specified Currency, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons and unless otherwise specified on the face hereof, in denominations of U.S. $1,000 and in integral multiples of U.S. $1,000 in excess thereof or the approximate equivalent of U.S. $1,000 in the Specified Currency in which this Note is denominated (if not U.S. dollars) at the Market Exchange Rate on the Business Day immediately preceding the trade date for the original issuance of each tranche of Notes, as determined by the Exchange Rate Agent. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes having the same Specified Currency, Stated Maturity Date and Original Issue Date of any authorized denominations as requested by the Holder surrendering the same, upon surrender of the Note or Notes to be exchanged at the office or agency of the Company. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company, or the Trustee may treat the Person in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Reference in this Note to "U.S.$" or "U.S. dollars", is to the currency of the United States of America. Reference in this Note to the "Specified Currency" is to the Specified Currency shown on the 4 face hereof. All terms used in this Note and not otherwise defined herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof. SPECIAL PROVISIONS Unless otherwise indicated on the face hereof under "Additional Terms", if this Note is an Original Issue Discount Note subject to these Special Provisions, as indicated on the face hereof, the amount due and payable on this Note in the event that the principal amount hereof is declared due and payable prior to the Stated Maturity Date hereof or in the event that this Note is redeemed shall be the Amortized Face Amount (as defined below) of this Note or, in the case of redemption, the specified percentage of the Amortized Face Amount of this Note on the date such payment is due and payable as determined by the Company, plus any accrued but unpaid "qualified stated interest" (as defined in Section 1.1273-1 of the United States Treasury Department Regulations (the "Treasury Regulations")). The "Amortized Face Amount" of this Note shall be the amount equal to the sum of (i) the issue price (as defined below) of this Note and (ii) that portion of the difference between the issue price and the principal amount of this Note that has been amortized at the Stated Yield (as defined below) of this Note (computed in accordance with Section 1272(a)(4) of the Internal Revenue Code of 1986, as amended, and Section 1.1275-1(b) of the Treasury Regulations, in each case as in effect on the issue date of this Note) at the date as of which the Amortized Face Amount is calculated, but in no event can the Amortized Face Amount exceed the principal amount of this Note due at the Stated Maturity Date hereof. As used in the preceding sentence, the term "issue price" means the principal amount of this Note due at the Stated Maturity Date hereof less the Original Issue Discount of this Note specified above. The term "Stated Yield" of this Note means the Yield to Maturity specified above for the period from the Issue Date of this Note to the Stated Maturity Date hereof based on the issue price and principal amount payable at the Stated Maturity Date hereof. If this Note is issued with an original issue discount, in the case of a default in payment of principal upon acceleration, redemption or at Maturity hereof, in lieu of any interest otherwise payable, the overdue principal of this Note shall bear interest at a rate of interest per annum equal to the Default Rate set forth within the Additional Terms on the fact hereof (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such acceleration, redemption or Maturity, as the case may be, to the date payment has been made or duly provided for or such default has been waived in accordance with the terms of the Indenture. 5 ABBREVIATIONS The following abbreviations, when used in the inscription above in 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 ______ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of Under Uniform Gifts to Minors Act survivorship and not as tenants in (State) common

Additional abbreviations may also be used though not in the above list. 6 [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________________________________ Insert Taxpayer Identification No. ________________________________________________________________________________ Please print or typewrite name and address including zip code of assignee the within Note and all rights thereunder, hereby irrevocably constituting and appointing ___________________________________________________________________ attorney to transfer said Note on the books of the Company with full power of substitution in the premises. Dated: ____________ __________________________________________ NOTICE: The signature to this assignment must correspond with the name as written elsewhere upon the within instrument in every particular, without alteration or enlargement or any change whatever. 7 OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and instructs the Company to repay the within Note (or portion thereof specified below) pursuant to its terms at the applicable Repayment Price set forth on the face thereof, together with the interest to the Repayment Date, to the undersigned at ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please print or typewrite name and address of the undersigned) If less than the entire principal amount of the within Note is to be repaid, specify the portion thereof which the Holder elects to have repaid: ______________; and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the within Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid): _________________. Dated: __________________________ _______________________________ NOTE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement. 8 EXHIBIT B REGISTERED NO. R-__ CUSIP NO. ____ DOMINION RESOURCES, INC. MEDIUM-TERM NOTE, SERIES B (Floating Rate) [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (DTC) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] * [THIS MEDIUM-TERM NOTE, SERIES B, IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS MEDIUM-TERM NOTE, SERIES B, MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS MEDIUM TERM NOTE, SERIES B, IN WHOLE OR IN PART MAY BE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] * PRINCIPAL AMOUNT: BASE RATE: ORIGINAL ISSUE DATE: STATED MATURITY DATE: IF LIBOR: IF CMT RATE: IF FLOATING RATE/FIXED RATE [_] LIBOR Reuters, Designated CMT Telerate Page: NOTE [_] LIBOR Telerate, Page If page 7052, one week ___ or one Fixed Interest Rate:_________ Alternate time for obtaining quotes, month Fixed Rate Commencement if needed: Date: ___________ INDEX CURRENCY: IF INVERSE FLOATING RATE NOTE Fixed Interest Rate:_________ INDEX MATURITY: INITIAL INTEREST RATE: INITIAL INTEREST RESET DATE(S): SPREAD: MINIMUM INTEREST RATE: INTEREST PAYMENT DATE(S): SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: INTEREST RESET DATE(S):
- ---------- * Insert in Global Securities DAY COUNT CONVENTION SPECIFIED CURRENCY: AUTHORIZED DENOMINATION [_] Actual/360 for the period (if other than U.S. $1,000 and from _____ to _____ integral multiples thereof): [_] Actual/Actual for the period from _____ to _____ REDEMPTION TERMS: REPAYMENT TERMS: LIMITATION DATE: REFUNDING RATE: EXCHANGE RATE AGENT: CALCULATION AGENT:

OTHER/ADDITIONAL PROVISIONS: DOMINION RESOURCES, INC., a corporation duly organized and existing under the laws of Virginia (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [Cede & Co.] * or registered assigns, the principal sum of _________ on the Stated Maturity Date shown above (or upon earlier redemption or repayment) (such Stated Maturity Date or earlier date of redemption or repayment referred to herein as the "Maturity Date"), and to pay interest thereon, at a rate per annum equal to the Initial Interest Rate specified above until the Initial Interest Reset Date specified above and thereafter at a rate determined in accordance with the provisions specified above and on the reverse hereof with respect to the Base Rate specified above until the principal hereof is paid or duly made available for payment. The Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each, an "Interest Payment Date"), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided, however, that if the Original Issue Date occurs between a Record Date (as defined below) and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date next succeeding the Original Issue Date to the holder of this Note on the Record Date with respect to such second Interest Payment Date. Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for with respect to this Note) to, but excluding, the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an "Interest Period"). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the close of business on the fifteenth calendar day (whether or not a Business Day) preceding such Interest Payment Date; provided, however, that interest payable on the Maturity Date will be payable to the person to whom the principal hereof and premium, if any, hereon shall be payable. Except as otherwise provided in the Indenture (hereinafter defined), any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Securities of this series shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture. Payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds upon surrender of this Note, in the case of payment due at the Maturity Date, at the corporate trust office of the Trustee, maintained for that purpose in the Borough of Manhattan, New York City and currently located at 4 New York Plaza, New York, New York 10004; provided, however, - ----------- * Insert in Global Securities 2 that if such payment of principal or interest is to be made in a Specified Currency other than U.S. dollars, as provided on the reverse hereof, by wire transfer to an account maintained by the Holder hereof in the country of such Specified Currency shown above (the Holder's Overseas Account), as designated by the Holder of this Note by written notice to the Trustee on or prior to the Regular Record Date or at least 16 days prior to the Maturity Date or in connection with any transfer after such sixteenth day. In the absence of such designation or if such wire transfer cannot be made for any other reason, the Trustee will mail a notice to the address of the Person entitled thereto as such address shall appear on the Security Register on the Regular Record Date for any payment of interest or on the date of such notice in connection with payment of principal, as the case may be, requesting a designation pursuant to which such wire transfer can be made and no such payment shall be made until such designation is made. As more fully provided on the reverse hereof, if payment of principal of (and premium, if any) and interest on this Note is to be made in U.S. dollars, payment will be made (upon surrender of the Note, in the case of payment due at the Maturity Date, at the foregoing corporate trust office) by wire transfer to an account designated by the Holder (the Holder's U.S. Account) by written notice to the Trustee on or prior to the Regular Record Date or at least 16 days prior to the Maturity Date, or, in the absence of such designation, by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register on the Regular Record Date for any payment of interest or the Maturity Date shown above for payment of principal, as the case may be. As more fully provided on the reverse hereof, payment of the principal of (and premium, if any) and interest on this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts or, if payment of the principal of and interest on this Note is to be made in a Specified Currency other than U.S. dollars, subject to applicable laws and regulations, in the Specified Currency shown above. If any Interest Payment Date other than the Maturity Date would otherwise be a day that is not a Business Day, such Interest Payment Date shall be postponed to the next succeeding Business Day, except that if LIBOR is an applicable Base Rate and such Business Day falls in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. If the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Dated: DOMINION RESOURCES, INC. By:____________________________________ Name:__________________________________ Title:_________________________________ 3 CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK, as Trustee By: ________________________________ Authorized Officer 4 Exhibit B (Reverse) DOMINION RESOURCES, INC. MEDIUM-TERM NOTE, SERIES B This Note is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an indenture, dated as of June 1, 2000, as heretofore supplemented and amended and as further supplemented by a Fourteenth Supplemental Indenture dated as of August 1, 2003 (collectively, as amended or supplemented from time to time, herein called the "Indenture," which term shall have the meaning assigned to it in such instrument) between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities issued thereunder and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof as Medium-Term Notes, Series B (the "Notes"). There is no limit on the aggregate principal amount of the Notes and, in addition, any issuance of a tranche of Notes may be reopened at any time for the issuance of additional Notes having the same interest rate, maturity and other terms as Notes of such tranche previously issued. The floating rate Securities of this series are identical except for Specified Currency, denomination, interest rate, issue date, Stated Maturity Date, redemption or repayment terms, if any, whether regular floating rate Notes, inverse floating rate Notes or floating rate/fixed rate Notes, and any additional terms set forth on the face hereof. The principal of (and premium, if any) and interest on this Note are payable by the Company in the Specified Currency shown on the face hereof. If this Note is denominated in a Specified Currency other than U.S. dollars, unless the Holder hereof shall have elected to receive payments in such Specified Currency, payment of the principal of (and premium, if any) and interest on this Note will be made in U.S. dollars. JPMorgan Chase Bank, in its capacity as exchange rate agent, or such other Person as shall be appointed by the Company (the "Exchange Rate Agent"), will convert payments of principal of (and premium, if any) and interest on this Note to U.S. dollars. The amount to be received by a Holder of this Note not electing to receive payments in such Specified Currency will be based on a bid quotation in New York City received by the Exchange Rate Agent at approximately 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 such payment date in the aggregate amount of the U.S. dollars payable to all Holders of Notes receiving payment in U.S. dollars and at which the dealer commits to execute a contract. If such bid quotation is not available, payments will be made in the Specified Currency. All currency exchange costs will be borne pro rata by the Holders by deductions from such payments in U.S. dollars. As used herein, "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, London for euros (solely in the case of Index Currency), Johannesburg for South African rand and Zurich for Swiss francs. If this Note is denominated in a Specified Currency other than U.S. dollars, the Holder of this Note may elect to receive payment of the principal of and interest on this Note in the Specified Currency by transmitting a written request for such 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, as the case may be. Such request may be in writing (mailed or hand delivered) or may be by cable, telex or other form of facsimile transmission. The Holder of this Note need not file a separate election for each such payment. Such election, once properly made, will remain in effect until this Note is transferred or until changed by written notice to the Trustee, but written notice of any such change must be received by the Trustee on or prior to the Regular Record Date or at least 16 calendar days prior to the Maturity Date, as the case may be. In order for the Holder of this Note to receive payments by wire transfer, such Holder shall designate an appropriate account (being either the Holder's Overseas Account or the Holder's U.S. Account, as the case may be). Such designation shall be made by filing the appropriate information with the Trustee at its corporate trust office in New York City on or prior to the Regular Record Date for an Interest Payment Date or at least 16 calendar days prior to the Maturity Date, except as provided on the face hereof. The Trustee will, subject to applicable laws and regulations (in the case of a Specified Currency other than U.S. dollars), and until it receives notice to the contrary or until this Note is transferred, make such payment and all succeeding payments to such Holders by wire transfer to the designated Holder's Overseas Account or Holder's U.S. Account, as the case may be. The Company will pay any administrative costs imposed by banks in connection with making wire transfer of payments, but any tax, assessment, governmental or other charge imposed upon such payments will be borne by the Holder of this Note and deducted therefrom. If the Specified Currency other than U.S. dollars is not available for the payment of principal or interest with respect to this Note 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 this Note by making such payment in U.S. dollars on the basis of the Market Exchange Rate (defined as the noon dollar buying rate in New York City for cable transfers for such Specified Currency, as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York) as of 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 terms of this Note. The Market Exchange Rate determined as provided above by the Exchange Rate Agent and certified by the Company to the Trustee shall be conclusive absent manifest error. 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. A good faith determination by the Exchange Rate Agent that the Specified Currency is unavailable shall be binding upon the Trustee and the Holder of this Note. Except as set forth below or on the face hereof, unless this Note is identified on the face hereof as an Inverse Floating Rate Note or a Floating Rate/Fixed Rate Note, this Note shall bear interest at the rate determined by reference to the applicable Base Rate based on the Index Maturity (a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any, in each case as specified on the face hereof. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset as of each Interest Reset Date specified on the face hereof; provided, however, that the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate. If this Note is identified on the face hereof as an Inverse Floating Rate Note, this Note will bear interest at a fixed interest rate minus the rate determined by reference to the applicable Base Rate (i) plus or minus the applicable Spread, if any, and/or (ii) 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 this 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 Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate. 2 If this Note is identified on the face hereof as a Floating Rate/Fixed Rate Note, this Note will bear interest from the Original Issue Date to the first Interest Reset Date for such Note at the Initial Interest Rate set forth on the face hereof and thereafter the rate of interest on such Note will be reset as of each Interest Reset Date to a rate determined by reference to the applicable Base Rate (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any; provided, however, that the interest rate in effect commencing on the fixed rate commencement date specified on the face hereof will be the fixed rate of interest specified on the face hereof, or if no such fixed rate is specified, the rate of interest beginning on the fixed rate commencement date shall be the interest rate in effect on the day immediately preceding the fixed rate commencement date. Unless otherwise specified on the face hereof, the rate with respect to each Base Rate will be determined in accordance with the applicable provisions below. Except as set forth above, the interest rate in effect on each day shall be (i) if such day is an Interest Reset Date, the interest rate determined as of the Interest Determination Date (as hereinafter defined) immediately preceding such Interest Reset Date or (ii) if such day is not an Interest Reset Date, the interest rate determined as of the Interest Determination Date immediately preceding the most recent Interest Reset Date. If any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that if LIBOR is an applicable Base Rate and such Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day as used herein, "Interest Reset Period" means the period of time beginning on an Interest Reset Date for this Note and ending on the calendar day immediately preceding the next succeeding Interest Reset Date. "Interest Determination Date" means, with respect to any Interest Reset Date, the day the Calculation Agent will refer to when determining the new interest rate at which a Floating Rate Note will reset, which is applicable as follows: for Commercial Paper Rate Notes, Federal Funds Rate Notes and Prime Rate Notes, the Interest Determination Date will be the Business Day prior to the Interest Reset Date; for LIBOR Notes, the Interest Determination Date will be the second London Business Day prior to the Interest Reset Date, except that the Interest Determination Date pertaining to an Interest Reset Date for a LIBOR Note for which the Index Currency is pounds sterling will be the Interest Reset Date; for CD Rate Notes and CMT Rate Notes, the Interest Determination Date will be the second Business Day next preceding the Interest Reset Date; and for Treasury Rate Notes, the Interest Determination Date will be the day of the week in which the 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 following Tuesday, but the auction may be held on the preceding Friday. If, as the result of a legal holiday, the 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 on the face hereof, the "Calculation Date," where applicable, pertaining to an Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date, or, if such day is not a Business Day, the next succeeding Business Day, or (ii) the Business Day preceding the applicable Interest Payment Date or Stated Maturity Date or for any principal amount to be redeemed or repaid, the Redemption Date or Repayment Date, as the case may be. "H.15 Daily Update" means the daily update of H.15(519), available through the world wide web 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. "H.15(519)" means the Statistical Release H.15(519), Selected Interest Rates, published by the Board of Governors of the Federal Reserve System, or any successor publication of the Board of Governors of the Federal Reserve System. "Telerate" means Moneyline Telerate, or any successor service. 3 CD Rate. If the Base Rate for this Note is specified on the face hereof as the CD Rate, this Note 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 on the face hereof. The CD Rate will be, for any Interest Determination Date, the rate on that date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof as published in H.15(519) under the heading "CDs (secondary market)." The following procedures will apply if the CD Rate cannot be determined as described above: If the above rate is not published in H.15(519) 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 set forth in the H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, or any successor site or publication, which is commonly referred to as the "H.15 Daily Update," for the Interest Determination Date for negotiable certificates of deposit having the Index Maturity specified on the face hereof, under the caption "CDs (secondary market)." If the above rate is not yet published in either H.15(519), the H.15 Daily Update or some other recognized source for the purpose of displaying the rate, by 3:00 p.m., New York City time, on the Calculation Date, the Calculation Agent will determine the CD Rate to be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on that Interest Determination Date of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in New York City selected by the Calculation Agent, after consultation with the Company, for negotiable certificates of deposit of major United States money center banks of the highest credit standing in the market for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof in an amount that is representative for a single transaction in that market at that time. If the dealers selected by the Calculation Agent are not quoting as set forth above, the CD Rate for the applicable Interest Reset Period will be the same as the CD 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 CD Rate Notes for which the CD Rate is being determined shall be the Initial Interest Rate). CMT Rate. If the Base Rate for this Note is specified on the face hereof as the CMT Rate, this Note 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 on the face hereof. The CMT Rate shall be determined in the following manner: if CMT Telerate Page 7051 is specified on the face hereof, CMT Rate means the percentage equal to the yield for U.S. Treasury securities at "constant maturity" having the Index Maturity specified on the face hereof 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 on the face hereof, but the foregoing method for determining 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 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 4 York City time, on that Interest Determination Date of three leading primary U.S. government securities dealers in New York City (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 1 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 shall 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 shall be the Initial Interest Rate). If CMT Telerate Page 7052 is specified on the face hereof, CMT Rate means the percentage equal to the one-week or one-month, as specified on the face hereof, average yield for U.S. Treasury securities at "constant maturity" having the Index Maturity specified on the face hereof 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 on the face hereof, but the foregoing method for determining 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 on the face hereof, 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 on the face hereof, average yield for U.S. Treasury 5 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 1 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 shall 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 the 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 shall be the Initial Interest Rate). For purposes of the above calculations (whether CMT Telerate Page 7051 or CMT Telerate Page 7052 is specified on the face hereof), if two U.S. Treasury securities with an original maturity greater than the Index Maturity specified on the face hereof 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 on the face hereof, CMT Telerate Page 7052, for the most recent week, shall be deemed specified. Commercial Paper Rate. If the Base Rate for this Note is specified on the face hereof as the Commercial Paper Rate, this Note 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 on the face hereof. The Commercial Paper 6 Rate shall be determined to be for any Interest Determination Date, the Money Market Yield, calculated as described below, of the rate on that date for commercial paper having the Index Maturity specified on the face hereof, as that rate is published in H.15(519), under the heading "Commercial Paper - Nonfinancial." The following procedures will apply 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 that Interest Determination Date for commercial paper of the Index Maturity specified on the face hereof 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 that Calculation Date the rate is not yet published in either H.15(519) or the H.15 Daily Update, or some other recognized electronic source for the purpose of displaying the rate, then the Calculation Agent will determine the Commercial Paper Rate to be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on that Interest Determination Date of three leading dealers of U.S. dollar commercial paper in New York City selected by the Calculation Agent, after consultation with the Company, for commercial paper of the Index Maturity specified on the face hereof, 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 as mentioned above, the Commercial Paper Rate for the applicable Interest Reset Period will be the same as the Commercial Paper 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 Commercial Paper Rate Notes for which the Commercial Paper Rate is being determined shall be the Initial Interest Rate). The "Money Market Yield" will be a yield calculated in accordance with the following formula: Money Market Yield = D x 360 x 100 ------------- 360 -(D x M) "D" refers to the applicable per year rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and "M" refers to the actual number of days in the interest period for which interest is being calculated. Federal Funds Rate. If the Base Rate for this Note is specified on the face hereof as the Federal Funds Rate, this Note 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 Maximum Interest Rate, if any, specified on the face hereof. The Federal Funds Rate shall be determined as of the applicable Interest Determination Date to be 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 the Telerate on page 120 or any other page as may replace the applicable page on that service, which is commonly referred to as "Telerate Page 120." The following procedures will apply if the Federal Funds 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 Interest Determination Date, the Federal Funds Rate will be the rate on that 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 that rate is not yet published in either H.15(519) or 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 Interest Determination Date then the Calculation Agent will determine the Federal Funds Rate to 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 each of three leading brokers of federal funds transactions in New York City selected by the Calculation Agent. If the brokers selected by the Calculation Agent are not quoting as mentioned above, the Federal Funds Rate for the applicable Interest Reset Period will be the same as the Federal Funds Rate in effect for the immediately preceding Interest Reset Period (or, if there was no 7 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. If the Base Rate for this Note is specified on the face hereof as LIBOR, this Note 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 on the face hereof. LIBOR shall be determined by the Calculation Agent as of the applicable Interest Determination Date (a LIBOR Interest Determination Date) in accordance with the following provisions: (a) if "LIBOR Reuters" is specified on the face hereof, the arithmetic mean of the offered rates for deposits in the Index Currency having the Index Maturity designated on the face hereof, commencing on the second London Business Day immediately following that Interest Determination Date, that appear on the Designated LIBOR Page as of 11:00 a.m., London time, on that Interest Determination Date, if at least two offered rates appear on the Designated LIBOR Page, except that if the specified Designated LIBOR Page, by its terms provides only for a single rate, that single rate will be used; or (b) if "LIBOR Telerate" is specified in on the face hereof, the rate for deposits in the Index Currency having the Index Maturity designated on the face hereof, commencing on the second London Business Day immediately following that Interest Determination Date or, if pounds sterling is the Index Currency, commencing on that Interest Determination Date, that appears on the Designated LIBOR Page at approximately 11:00 a.m., London time, on that Interest Determination Date. If fewer than the required number of offered rates appear, then the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent after consultation with the Company, to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity specified on the face hereof commencing on the second London Business Day immediately following the 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 that 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 of 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 those quotations. If fewer than two quotations are provided, LIBOR will be determined on that Interest Determination Date as the arithmetic mean of the rates quoted at approximately 11:00 a.m., London time, or some other time specified on the face hereof, in the applicable Principal Financial Center for the country of the Index Currency on the Interest Determination Date, by three major banks in that Principal Financial Center selected by the Calculation Agent, after consultation with the Company, for loans in the Index Currency to leading European banks, having the Index Maturity specified on the face hereof 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 of a single transaction in that Index Currency in the market at that time. If the banks so selected by the Calculation Agent are not quoting as mentioned in the previous sentence, LIBOR for the applicable Interest Reset Period will be the same as LIBOR in effect 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 shall be the Initial Interest Rate). If neither LIBOR Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR for the applicable Index Currency will be determined as if LIBOR Telerate were specified, and, if the U.S. dollar is the Index Currency, as if Page 3750, had been specified. "Designated LIBOR Page" means either: (i) if "LIBOR Reuters" is designated on the face hereof, the display on the Reuters Monitor Money Rates Service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency or its designated successor; or (ii) if 8 "LIBOR Telerate" is designated on the face hereof, the display on the Telerate page specified on the face hereof, or any other page as may replace that page on that service, for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency. Prime Rate. If the Base Rate for this Note is specified on the face hereof as the Prime Rate, this Note 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 on the face hereof. The Prime Rate shall be determined as of the applicable Interest Determination Date to be the rate set forth on that date in H.15(519) under the heading "Bank Prime Loan." The following procedures will apply if the Prime Rate cannot be determined as described above: If the above rate is not published prior to 3:00 p.m., New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, then the Prime Rate will be the rate on that Interest Determination Date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the heading "Bank Prime Loan." If the rate is not published prior to 3:00 p.m., New York City time, on the Calculation Date in either H.15(519) or the H.15 Daily Update, or some other recognized electronic source for the purpose of displaying the rate, then the Calculation Agent will determine the Prime Rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen USPRIME 1 Page as that bank's prime rate or base lending rate as in effect as of 11:00 a.m., New York City time, on that Interest Determination Date as quoted on the Reuters Screen USPRIME 1 Page on the Interest Determination Date. If fewer than four rates appear on the Reuters Screen USPRIME 1 Page for that Interest Determination Date, the Calculation Agent will determine the Prime Rate to 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 that Interest Determination Date by three major banks in New York City selected by the Calculation Agent, after consultation with the Company, from which quotations are requested. If fewer than two quotations are provided, the Prime Rate shall be calculated by the Calculation Agent and shall 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 mentioned above, the Prime Rate for the applicable Interest Reset Period will be the same as the Prime 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 Prime Rate Notes for which the Prime Rate is being determined shall 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 such other page as may replace the US PRIME 1 Page on such service for the purpose of displaying prime rates or base lending rates of major United States banks). Treasury Rate. If the Base Rate for this Note is specified on the face hereof as the Treasury Rate, this Note will bear interest at the interest rate, calculated with reference 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 on the face hereof. The Treasury Rate shall be determined as of the applicable Interest Determination Date to be the rate from the auction held on the applicable Interest Determination Date of direct obligations of the United States, which are commonly referred to as "Treasury Bills," having the Index Maturity specified on the face hereof as that rate appears under the caption "Investment Rate" on the display on the Telerate on page 56 or any other page as may replace page 56 on that service, referred to as "Telerate Page 56," or page 57 or any other page as may replace page 57 on that service, referred to as "Telerate Page 57." The following procedures will apply if the Treasury Rate cannot be determined as described above: If the rate described 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 9 365 or 366 days, as applicable and applied on a daily basis) of the rate of 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 on the face hereof 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 specified on the face hereof 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 referred to in the immediately preceding sentence is not so published by 3:00 p.m., New York City time, on the Calculation Date pertaining to the applicable Interest Determination Date, the Treasury Rate shall 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." If the rate referred to 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 shall be calculated by the Calculation Agent and shall 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 applicable Interest Determination Date, of three primary United States government securities dealers, selected by the Calculation Agent, after consultation with the Company, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified in on the face hereof. If the dealers selected by the Calculation Agent are not quoting as mentioned in the immediately preceding sentence, the Treasury Rate for the applicable Interest Reset Period will be the same as the Treasury 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 Treasury Rate Notes for which the Treasury Rate is being determined shall be the Initial Interest Rate). Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the face hereof. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date. At the request of the Holder hereof, the Calculation Agent will provide to the Holder hereof the interest rate hereon then in effect and, if determined, the interest rate which will become effective as a result of a determination made for the next succeeding Interest Reset Date. With respect to this Note, accrued interest shall be calculated by multiplying the principal amount of this Note by an accrued interest factor. Such accrued interest factor will be computed by adding the interest factors calculated for each day in the period for which interest is being paid. Unless otherwise specified on the face hereof, the interest factor for each day is computed by dividing the interest rate applicable to that day: (i) by 360, in the case of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes (except for LIBOR Notes denominated in pounds sterling) and Prime Rate Notes; (ii) by 365, in the case of LIBOR Notes denominated in pounds sterling; or (iii) by the actual number of days in the year, in the case of Treasury Rate Notes or CMT Rate Notes. All percentages used in or resulting from any calculation of the rate of interest on this Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point 10 rounded upward, and all dollar amounts used in or resulting from such calculation on this Note will be rounded to the nearest cent, with one-half cent rounded upward, or in the case of a foreign currency, to the nearest unit, with one-half unit being rounded upward. The interest rate in effect on any Interest Reset Date will be the applicable rate as reset on such 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). If so provided on the face of this Note, this Note may be redeemed by the Company in accordance with the Redemption Terms set forth on the face hereof. If no Redemption Terms are set forth on the face hereof, this Note may not be redeemed prior to the Maturity Date. On and after the initial Redemption Date specified in the Redemption Terms, if any, this Note may be redeemed at any time in whole or in part (provided that any remaining principal amount of this Note shall be equal to an authorized denomination) at the option of the Company, at the applicable Redemption Price specified in the Redemption Terms, together with interest thereon payable to the Redemption Date, on notice given not more than 60 nor less than 20 calendar days prior to the Redemption Date. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. Notwithstanding the foregoing, the Company may not, prior to the Limitation Date specified on the face hereof, if any, redeem this Note as contemplated by the next preceding paragraph 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 (calculated in accordance with generally accepted financial practice) of less than the Refunding Rate specified on the face hereof, if any. The Notes will not have a sinking fund. If Repayment Terms are indicated on the face of this Note, the Company may be required to repurchase this Note at the option of the Holder, in whole or in part, on the Repayment Date(s) and at the applicable Repayment Price(s) specified in the Repayment Terms, plus accrued interest, if any, to the applicable Repayment Date. On or before the applicable Repayment Date, the Company shall deposit with the Trustee money sufficient to pay the applicable Repayment Price and any interest accrued on the portion of this Note to be tendered for repayment. On and after such Repayment Date, interest will cease to accrue on this Note or any portion hereof tendered for repayment. The repayment option may be exercised by the Holder of this Note for less than the entire principal amount hereof, but in that event, the principal amount hereof remaining outstanding after repayment must be in an authorized denomination. In the event of repurchase of this Note in part only, a new Note or Notes of this series and of like tenor for the unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. In order for this Note to be repaid, the Trustee must receive at least 30 calendar days but not more than 60 calendar days prior to the Repayment Date (i) this Note with the form entitled "Option to Elect Repayment" attached to this Note duly completed or (ii) a facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the principal amount of this Note to be repaid, the registered number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby, and a guarantee that this Note to be repaid, together with the duly completed form entitled "Option to Elect Repayment" attached to this Security, will be received by the Trustee not later than the fifth Business Day after the date of such facsimile transmission or letter; however, such facsimile transmission or letter shall only be effective if this Note and duly completed form are received by the Trustee by such fifth Business Day. Such notice, once given, will be irrevocable unless waived by the Company. Unless otherwise indicated on the face hereof, this Note will not be subject to repayment at the option of the Holder. 11 If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of not less than a majority in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of the Notes at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or premium, if any, or interest hereon on or after the respective due dates expressed or provided for herein. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, in the coin or currency, and to the manner, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable in the Security Register, upon surrender of this Note, for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes having the same Stated Maturity Date and Original Issue Date, of authorized denominations and of like tenor and for the same aggregate principal amount in the same Specified Currency, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons and unless otherwise specified on the face hereof, in denominations of U.S. $1,000 and in integral multiples of U.S. $1,000 in excess thereof or the approximate equivalent of U.S. $1,000 in the Specified Currency in which this Note is denominated (if not U.S. dollars) at the Market Exchange Rate on the Business Day immediately preceding the trade date for the original issuance of each tranche of Notes, as determined by the Exchange Rate Agent. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes having the same Specified Currency, Stated Maturity Date and Original Issue Date of any authorized denominations as requested by the Holder surrendering the same, upon surrender of the Note or Notes to be exchanged at the office or agency of the Company. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12 Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company, or the Trustee may treat the Person in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Reference in this Note to "U.S.$" or "U.S. dollars", is to the currency of the United States of America. Reference in this Note to the "Specified Currency" is to the Specified Currency shown on the face hereof. All terms used in this Note and not otherwise defined herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof. 13 ABBREVIATIONS The following abbreviations, when used in the inscription above in 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 ______ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of Under Uniform Gifts to Minors Act survivorship and not as tenants in (State) common

Additional abbreviations may also be used though not in the above list. 14 [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________________________________ Insert Taxpayer Identification No. ________________________________________________________________________________ Please print or typewrite name and address including zip code of assignee the within permanent global Security and all rights thereunder, hereby irrevocably constituting and appointing ______________________________________ attorney to transfer said permanent global Security on the books of the Company with full power of substitution in the premises. Dated: ________ _____________________________________________ NOTICE: The signature to this assignment must correspond with the name as written elsewhere upon the within instrument in every particular, without alteration or enlargement or any change whatever. 15 OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and instructs the Company to repay the within Note (or portion thereof specified below) pursuant to its terms at the applicable Repayment Price set forth on the face thereof, together with the interest to the Repayment Date, to the undersigned at ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please print or typewrite name and address of the undersigned) If less than the entire principal amount of the within Note is to be repaid, specify the portion thereof which the Holder elects to have repaid: ______________; and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the within Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid): _________________. Dated: __________________________ _______________________________ NOTE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement. 16 EXHIBIT C FORM OF DOMINION RESOURCES, INC. Medium-Term Notes, Series B Authentication Certificate Supplemental to the Fourteenth Supplemental Indenture dated as of August 1, 2003 ___ Original Issue Discount Note CUSIP Number: _____________________________________________________ ___ Subject to special provisions set forth therein ___ For federal income tax purposes only Form of Note: Original issue discount: _________% ___ Book-Entry Yield to maturity: __________ % ___ Certificated Method used to determine yield to maturity: ___ Approximate Name and Address of Registered Owner: ___ Exact Cede & Company Original issue discount applicable to short accrual P.O. Box 20, Bowling Green Station period: ________% New York, NY 10004 Amount payable upon acceleration: ________% Taxpayer Identification Number of Interest Rate/Initial Interest Rate: ___________________ Registered Owner: _________________________________________________ Interest Payment Dates: ________________________________ Principal Amount: U.S. $__________________________________________ Regular Record Dates: __________________________________ Specified Currency: ___ United States dollars Interest Reset Dates: __________________________________ ___ Other: ___________ Interest Reset Period: ___________ Denominations: ___ $25 Calculation Dates: _____________________________________ ___ $1,000 ___ Other: _______ Interest Determination Dates: __________________________ Original Issue Date: ________ Time of calculation: ___________________________________ Stated Maturity Date: ________ Index Currency: ________________________________________ Agents' Commission: $ _____________ Index Maturity: ________________________________________ Issue Price (Dollar Amount and Percentage of Principal Spread: ________________________________________________ Amount): $ _________ / ________ % Net Proceeds to the Company: $ _____________ Spread Multiplier: _____________________________________ Trade Date: ___________ Maximum Interest Rate: _________________________________ Settlement Date: ____________ Minimum Interest Rate: _________________________________ Refunding Rate: ________________________________________

C-1 Interest Rate Basis (and, if applicable, related Interest Period): Aggregate initial offering price of Securities issued under ___ Fixed Rate Note Registration statement no. 333-106790 through date hereof ___ Regular Floating Rate Note (including this Note): $ _________ ___ Inverse Floating Rate Note Fixed Interest Rate:_________ Aggregate initial offering price of Notes issued through ___ Floating Rate/Fixed Rate Note date hereof (including this Note): $ _________ Fixed Interest Rate:_________ Fixed Rate Commencement Date: _________ Calculation Agent: ________________________________________ Base Rate: Exchange Rate Agent: ______________________________________ ___ CD Rate ___ Commercial Paper Rate Paying Agent: _____________________________________________ ___ CMT Rate ___ CMT Telerate Page 7051 ___ CMT Telerate Page 7052 ___ one-week average rate ___ one-month average rate ___ Federal Funds Rate ___ LIBOR Rate ___ LIBOR Reuters ___ LIBOR Telerate Time for rate quotes if not 11:00 a.m., London time:______ ___ Prime Rate Governmental Authorization: ___ Treasury Rate ___ Other Base Rate (as described below): The issuance and delivery of this certificate constitutes a representation by the Company that all governmental Redemption: approvals and consents legally required in connection ___ Not Redeemable Prior to Stated Maturity Date with the issuance of Notes contemplated hereby have ___ Redeemable Prior to Stated Maturity Date been obtained and are in full force and effect. Redemption Price: ___ Make Whole Basis Points: _________ ___ Other Redemption Price (as described below): Limitation Date: __________ Other Terms (as described below): Repayment: ___ Not subject to repayment prior to the Stated Maturity Date ___ Subject to repayment prior to the Stated Maturity Date at the option of the holder of the Notes. Repayment Price: ________% ___ 100% DOMINION RESOURCES, INC.* ___ Other (as described below) Limitation Date: ___________ By: _______________________________________________________ Other Terms By: _______________________________________________________

- ------------------- * To be signed by any two of the following officers: Chairman of the Board, President, any Vice President, Treasurer, Corporate Secretary, or Controller. C-2 EX-5 5 dex5.txt TAX OPINION Exhibit 5 [Letterhead of McGuireWoods LLP] August 20, 2003 Dominion Resources, Inc. 120 Tredegar Street Richmond, Virginia 23219 DOMINION RESOURCES, INC. (the "Company") Medium-Term Notes, Series B (the "Notes") Ladies and Gentlemen: We have been requested, as your special tax counsel, to render federal tax advice in connection with the (i) Registration Statement on Form S-3 (File No. 333-106790) (the "Registration Statement") filed by the Company and Dominion Resources Capital Trust IV with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act"), 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 and Stock Purchase Units, from the sale of which the Company may receive proceeds of up to $3,000,000,000, to be offered from time to time by the Company on terms to be determined at the time of the offering and (ii) the offering of U.S. $2,490,000,000 maximum aggregate principal amount of your Notes as described in the Company's Prospectus, dated July 11, 2003 (the "Prospectus"), which is a part of the Registration Statement, and Prospectus Supplement, dated August 20, 2003 (the "Prospectus Supplement"). The Notes will be offered on a continuing basis pursuant to an Indenture, dated as of June 1, 2000, as previously supplemented and as further supplemented by a Fourteenth Supplemental Indenture, dated as of August 1, 2003 between the Company and JPMorgan Chase Bank, as Trustee (the Indenture, as supplemented, is referred to herein as the "Indenture"). Capitalized terms used and not defined herein shall have the meanings assigned to them in the Prospectus Supplement. We have reviewed copies of (i) the Registration Statement, (ii) the Prospectus, (iii) the Prospectus Supplement and (iv) the Indenture. In addition, we have reviewed such other documents and made such other factual and legal inquiries as we have considered necessary for purposes of this opinion. Dominion Resources August 20, 2003 Page 2 In particular, we have reviewed the discussion set forth in the Prospectus Supplement under the heading "Certain United States Federal Income Tax Considerations" and hereby advise you that we are of the opinion that, under current United States federal income tax law, although such discussion does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of the Notes, such discussion constitutes an accurate summary of the matters discussed therein in all material respects. In rendering the foregoing opinion, we express no opinion as to the laws of any jurisdiction other than the federal income tax laws of the United States. This opinion will not be updated for subsequent changes or modifications to the law and regulations or to the judicial and administrative interpretations thereof, unless we are specifically engaged to do so. We hereby consent to the filing of this opinion as an exhibit to the Company's Current Report on Form 8-K and the incorporation of this opinion by reference in the Registration Statement and to references to us under the heading "Legal Opinions" in the Prospectus Supplement and under the heading "Legal Opinions" in the Prospectus. We do not admit by giving this consent that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /s/ McGuireWoods LLP ~~-----END PRIVACY-ENHANCED MESSAGE-----~~