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:  December 3, 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 December 3, 2003, Dominion Resources, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Credit Suisse First Boston LLC and Morgan Stanley & Co. Incorporated, as Representatives named in the Underwriting Agreement for the sale of $200,000,000 aggregate principal amount of the Company’s 2003 Series G 2.125% Convertible Senior Notes Due 2023. Such Senior Notes, which are designated the 2003 Series G 2.125% Convertible Senior Notes Due 2023, are a portion of the $3.0 billion aggregate principal amount of securities that were registered by the Company pursuant to a registration statement on Form S-3 under Rule 415 under the Securities Act of 1933, as amended, which registration statement was declared effective on July 11, 2003 (File No. 333-106790). A copy of the Underwriting Agreement including exhibits thereto, is filed as Exhibit 1 to this Form 8-K.

The form of the Twenty-Third Supplemental Indenture to the Company’s June 1, 2000 Senior Indenture, pursuant to which the 2003 Series G 2.125% Convertible Senior Notes Due 2023 will be issued, is filed as Exhibit 4.2 to this Form 8-K.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits
1	Underwriting Agreement, dated December 3, 2003, between the Company and Credit Suisse First Boston LLC and Morgan Stanley & Co. Incorporated, as Representatives named in the Underwriting Agreement.
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	Form of Twenty-Third Supplemental Indenture to the Senior Indenture pursuant to which the 2003 Series G 2.125% Convertible Senior Notes Due 2023 will be issued. The form of the 2003 Series G 2.125% Convertible Senior Note Due 2023 is included as Exhibit A to the form of the Twenty-Third Supplemental Indenture.
5	Tax opinion of McGuireWoods LLP with respect to the Series G prospectus supplement, dated December 3, 2003.
12	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 September 30, 2003, File No. 1-8489).

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: December 9, 2003

EX-1

Exhibit 1

DOMINION RESOURCES, INC.

$200,000,000 2003 Series G 2.125% Convertible Senior Notes Due 2023

UNDERWRITING AGREEMENT

December 3, 2003

Credit Suisse First Boston LLC

Morgan Stanley & Co. Incorporated

as Representatives for the Underwriters

listed in Schedule I hereto

c/o Credit Suisse First Boston LLC

11 Madison Avenue

New York, New York 10010

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

Ladies and Gentlemen:

The undersigned, Dominion Resources, Inc. (the Company), hereby confirms its agreement with the several Underwriters named in Schedule I hereto (the Agreement) with respect to the issuance and sale to the several Underwriters named in Schedule I of certain of the Company’s 2003 Series G 2.125% Convertible Senior Notes Due 2023 (the Firm Senior Notes) specified in Schedule II hereto, and the public offering thereof by the several Underwriters, upon the terms specified in Schedule II. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional $20,000,000 Senior Notes on the terms and for the purposes set forth in Section 4 (the Option Senior Notes). The Firm Senior Notes and the Option Senior Notes, if purchased, are hereinafter collectively referred to as the Senior Notes. The Senior Notes will be convertible into shares of common stock, no par value (the Common Stock), of the Company (the Underlying Securities). Capitalized terms used herein without definition shall be used as defined in the Prospectus (as hereinafter defined).

1. Underwriters and Representatives. The term “Underwriters” as used herein shall be deemed to mean the several persons, firms or corporations (including the Representatives hereinafter mentioned) named in Schedule I hereto, and the term “Representatives” as used herein shall be deemed to mean the Representatives to whom this Agreement is addressed, who by signing this Agreement represent that they have been authorized by the other Underwriters to execute this Agreement on their behalf and to act for them in the manner herein provided. If there shall be only one person, firm or corporation named as an addressee above, the term “Representatives” as used herein shall mean that person, firm or corporation. If there shall be only one person, firm or corporation named in Schedule I hereto, the term “Underwriters” as used herein shall mean that person, firm or corporation. All obligations of the Underwriters hereunder are several and not joint. Unless otherwise stated, any action under or in respect of this Agreement taken by the Representatives will be binding upon all the Underwriters.

2. Description of the Senior Notes. Schedule II specifies the aggregate principal amount of the Senior Notes, the initial public offering price of the Senior Notes, and the purchase price to be paid by the Underwriters and sets forth the date, time and manner of delivery of the Senior Notes and payment therefor. Schedule II also specifies (to the extent not set forth in Sections 4 and 5 herein, or in the Registration Statement and Prospectus referred to below) the terms and provisions for the purchase of such Senior Notes. The Senior Notes will be issued under the Company’s Senior 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 the Twenty-third Supplemental Indenture dated as of December 1, 2003 (the Indenture).

3. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Underwriters that:

(a) A registration statement, No. 333-106790 on Form S-3 for the registration of the Senior Notes and the Underlying Securities under the Securities Act of 1933, as amended (the Securities Act), heretofore filed with the Securities and Exchange Commission (the Commission) has become effective. The registration statement, including all exhibits thereto, as amended through the date hereof, is hereinafter referred to as the “Registration Statement”; the prospectus relating to the Senior Debt Securities, the Common Stock and other securities included in the Registration Statement, which prospectus is now proposed to be supplemented by a prospectus supplement relating to the Senior Notes to be filed with the Commission under the Securities Act, as completed and as so supplemented, is hereinafter referred to as the “Prospectus”. As used herein, the terms “Registration Statement” and “Prospectus” include all documents (including any Current Report on Form 8-K) incorporated therein by reference, and shall include any documents (including any Current Report on Form 8-K) filed after the date of such Registration Statement or Prospectus and incorporated therein by reference from the date of filing of such incorporated documents (collectively, the Incorporated Documents).

(b) No order suspending the effectiveness of the Registration Statement or otherwise preventing or suspending the use of the Prospectus has been issued by the Commission and is in effect and no proceedings for that purpose are pending before or, to the knowledge of the Company, threatened by the Commission. The Registration Statement and the Prospectus comply in all material respects with the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the Securities Exchange Act), the Trust Indenture Act of 1939, as amended (the Trust Indenture Act), and the rules, regulations and releases of the Commission (the Rules and Regulations); 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; and, on the Closing Date (as defined below), the Registration Statement and the Prospectus (including any amendments and supplements thereto) will conform in all respects to the requirements of

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the Securities Act, the Securities Exchange Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided that the foregoing representations and warranties in this Section 3(b) shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon information furnished herein or in writing to the Company by the Underwriters or on the Underwriters’ behalf through the Representatives for use in the Registration Statement or Prospectus or the part of the Registration Statement which constitutes the Trustee’s Statement of Eligibility under the Trust Indenture Act; and provided further that the foregoing representations and warranties are given on the basis that any statement contained in an Incorporated Document shall be deemed not to be contained in the Registration Statement or Prospectus if the statement has been modified or superseded by any statement in a subsequently filed Incorporated Document or in the Registration Statement or Prospectus or in any amendment or supplement thereto.

(c) Except as reflected in, or contemplated by, the Registration Statement and Prospectus (exclusive of any amendments or supplements after the date hereof), since the respective most recent dates as of which information is given in the Registration Statement and Prospectus (exclusive of any amendments or supplements after the date hereof), there has not been any material adverse change or event which would result in a material adverse effect on the condition of the Company and its subsidiaries taken as a whole, financial or otherwise (a Material Adverse Effect). The Company and its subsidiaries taken as a whole have no material contingent financial obligation which is not disclosed in the Registration Statement and the Prospectus.

(d) Deloitte & Touche LLP, who have certified 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.

(e) 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.

(f) The execution, delivery and performance of this Agreement, the Indenture, and the Senior Notes (including issuance of the Underlying Securities upon conversion of the Senior Notes in accordance with their terms) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement (including the issuance and sale of the Senior Notes and the use of the proceeds from the sale of the

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Senior Notes as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement, the Indenture and the Senior Notes (including issuance of the Underlying Securities upon conversion of the Senior Notes in accordance with their terms) does 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 Senior Notes as contemplated by this Agreement.

(g) The Underlying Securities issuable upon conversion of the Senior Notes have been duly authorized and reserved and, when issued upon conversion of the Senior Notes in accordance with the terms of the Senior Notes, will be validly issued, fully paid and non-assessable, and the issuance of the Underlying Securities will not be subject to any preemptive or similar rights.

(h) The Common Stock (other than the Underlying Securities) is and, upon issuance, the Underlying Securities will be, listed on the New York Stock Exchange.

(i) The Company is not, and, after giving effect to the offering and sale of the Senior 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.

4. Purchase and Public Offering. On the basis of the representations and warranties herein contained, but subject to the terms and conditions in this Agreement set forth, the Company agrees to sell to each of the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the price, place and time hereinafter specified, the principal amount of the Firm Senior Notes set forth opposite the name of such Underwriter in Schedule I hereto. The Underwriters agree to make a public offering of their respective Senior Notes specified in Schedule I hereto at the initial public offering price specified in Schedule II hereto. It is understood that after such initial offering the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify any subsequent offering without notice.

In addition, the Company hereby grants to the Underwriters an option to purchase up to $20,000,000 principal amount of Option Senior Notes. Such option is granted solely for

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the purpose of covering over-allotments in the sale of the Firm Senior Notes and is exercisable as provided herein. Option Senior Notes shall be purchased severally for the account of the Underwriters in proportion to the principal amounts of Firm Senior Notes set forth opposite the name of such Underwriter in Schedule I hereto. The respective obligations of each Underwriter with respect to the Option Senior Notes shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Senior Notes other than in $1,000 principal amounts.

The Company shall not be obligated to deliver any of the Senior Notes to be delivered on the First Closing Date (as hereinafter defined) or the Second Closing Date (as hereinafter defined), as the case may be, except upon payment for all of the Senior Notes to be purchased on such Closing Date as provided herein.

5. Time and Place of Closing. Delivery of the certificate(s) for the Senior Notes and payment therefor by the Representatives for the accounts of the several Underwriters shall be made at the time, place and date specified in Schedule II or such other time, place and date as the Representatives and the Company may agree upon in writing, and subject to the provisions of Section 10 hereof. The hour and date of such delivery and payment are herein called the “First Closing Date” or the “Closing Date” as the context implies. On the First Closing Date, the Company, through the facilities of The Depository Trust Company (DTC), shall deliver or cause to be delivered a securities entitlement with respect to the Firm Senior Notes to the Representatives for the accounts of each Underwriter against payment of the purchase price by wire transfer of same-day funds to a bank account designated by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Senior Notes shall be registered in the name of CEDE & Co., as nominee for DTC.

The option granted in Section 4 may be exercised by the Underwriters giving written notice to the Company of their election to exercise the option and completing the purchase of the Option Senior Notes within 13 days after the First Closing Date (counting the First Closing Date as the first such day). Such notice shall set forth the principal amount of Option Senior Notes as to which the option is being exercised, the denominations in which the Option Senior Notes are to be issued and the date and time, as determined by the Underwriters, when the Option Senior Notes are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the business day after the date on which the option shall have been exercised. The date and time the Option Senior Notes are delivered are sometimes referred to herein as the “Second Closing Date” and the First Closing Date and the Second Closing Date are sometimes each referred to as a “Closing Date”.

Delivery of and payment for the Option Senior Notes shall be made at the place specified pursuant to the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement between the Underwriters and the Company) at 10:00 a.m., Richmond, Virginia, time on the Second Closing Date. On the Second Closing Date, the Company through the facilities of DTC, shall deliver or cause to be delivered a securities entitlement with respect to the Option Senior Notes to the Representatives for the accounts of each Underwriter against payment of the purchase price by wire transfer of same-day funds to a bank account designated by the Company. Time shall be of the essence, and delivery at the time

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and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Senior Notes shall be registered in the name of CEDE & Co., as nominee of DTC.

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

(a) If the Representatives so request, the Company, on or prior to the Closing Date, will deliver to the Representatives conformed copies of the Registration Statement as originally filed, including all exhibits, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such document, in each case as soon as available and in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies for each of the several Underwriters and Troutman Sanders LLP, counsel to the Underwriters, with respect to any such documents that are not electronically available through the Commission’s EDGAR filing system.

(b) The Company will pay all expenses in connection with (i) the preparation and filing by it of the Registration Statement and the Prospectus, (ii) the preparation, issuance and delivery of the Senior Notes and the Underlying Securities, (iii) any fees and expenses of the Trustee and (iv) the printing and delivery to the Underwriters, in reasonable quantities, of copies of the Registration Statement and the Prospectus (each as originally filed and as subsequently amended). In addition, the Company will pay the reasonable out of pocket fees and disbursements of Underwriters’ outside counsel, Troutman Sanders LLP, in connection with the qualification of the Senior Notes under state securities or blue sky laws or investment laws (if and to the extent such qualification is required by the Underwriters or the Company).

(c) If, during the time when a prospectus relating to the Senior Notes is required to be delivered under the Securities Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company promptly will (i) notify the Underwriters through the Representatives to suspend solicitation of purchases of the Senior Notes and (ii) at its expense, prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. During the period specified above, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof to the Representatives and Troutman Sanders LLP. Any such documents or amendments which are electronically available through the Commission’s EDGAR filing system shall be deemed to have been furnished by the Company to the Representatives and Troutman Sanders LLP.

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(d) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement prior to filing; and the Company will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

(e) The Company will make generally available to its security holders, as soon as it is practicable to do so, an earnings statement of the Company (which need not be audited) in reasonable detail, covering a period of at least 12 months beginning within three months after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act.

(f) The Company will furnish such information as may be lawfully required and otherwise cooperate in qualifying the Senior Notes for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate; provided, however, that the Company shall not be required in any state to qualify as a foreign corporation, or to file a general consent to service of process, or to submit to any requirements which it deems unduly burdensome.

(g) Fees and disbursements of Troutman Sanders LLP, who is acting as counsel for the Underwriters, and of Davis Polk & Wardwell, who is acting as special product counsel for the Underwriters (exclusive of fees and disbursements of Troutman Sanders LLP which are to be paid as set forth in Section 6(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 7 or 8 hereof, the Company shall reimburse the Representatives for the account of the Underwriters for the amount of the fees and disbursements of Troutman Sanders LLP.

(h) The Company shall not (i) directly or indirectly, offer, pledge, lend, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of its Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (collectively, Common Securities), or file any Registration Statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement from which no such securities are offered) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, for a period of 30 days from the date hereof without your prior written consent, other than (A) pursuant to this Underwriting Agreement, (B) any shares of Common Stock issued by the Company upon exercise of an option, warrant, or the conversion of a security outstanding on the date hereof; (C) the Company’s Treasury PIES^sm, Corporate PIES, Upper DECS^sm

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Treasury Units or Upper DECS Corporate Units to be created or recreated upon substitution of pledged securities or shares of Common Stock issuable upon early settlement of the Company’s Corporate PIES, Treasury PIES, Upper DECS Treasury Units or Upper DECS Corporate Units; (D) any shares of Common Stock issued, or options to purchase such shares granted in connection with any of the Company’s employee benefit plans, employee stock purchase plans, non-employee director stock plans, dividend reinvestment plans, employee retirement plans and the Dominion Direct Investment plan; (E) any issuance by the Company of Common Stock in connection with acquisitions that close more than 30 days after the date hereof or any acquisition in which the party or parties receiving the Common Stock agree to be bound by the restrictions of this Section 6(h); and (F) the filing by the Company of a shelf registration statement from which the Company will not offer any Common Securities for a 30-day period after its filing date.

7. Conditions of Underwriters’ Obligations; Termination by the Underwriters.

(a) The obligations of the Underwriters to purchase and pay for the Senior Notes on the Closing Date shall be subject to the following conditions:

(i) No stop order suspending the effectiveness of the Registration Statement shall be in effect on the Closing Date and no proceedings for that purpose shall be pending before, or to the knowledge of the Company threatened by, the Commission on such date. The Representatives shall have received, prior to payment for the Senior Notes, a certificate dated the Closing Date and signed by the President or any Vice President of the Company to the effect that no such stop order is in effect and that no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission.

(ii) The relevant order or orders of the Commission pursuant to the Public Utility Holding Company Act of 1935, as amended (the 1935 Act) permitting the issuance and sale of the Senior Notes, a copy of which has been provided to the Representatives, shall be in full force and effect and all provisions of such order or orders heretofore entered are deemed acceptable to the Representatives and the Company and all provisions of such order or orders hereafter entered shall be deemed acceptable to the Representatives and the Company unless within 24 hours after receiving a copy of any such order either shall give notice to the other to the effect that such order contains an unacceptable provision.

(iii) On the Closing Date the Representatives shall receive, on behalf of the several Underwriters, the opinions of Troutman Sanders LLP, counsel to the Underwriters, McGuireWoods LLP, counsel to the Company, Davis Polk & Wardwell, special product counsel to the Underwriters, and the Company’s General Counsel, substantially in the forms attached hereto as Schedules III, IV, V and VI, respectively.

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(iv) The Representatives shall have received from Deloitte & Touche LLP on the date of this Agreement and on the Closing Date letters addressed to the Representatives containing statements and information of the type ordinarily included in accountants’ SAS 72 “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Prospectus, including any pro forma financial information.

(v) Subsequent to the execution of this Agreement and prior to the Closing Date, (A) except as reflected in, or contemplated by, the Registration Statement and the Prospectus (exclusive of amendments or supplements after the date hereof), there shall not have occurred (1) any change in the senior debt securities of the Company of the same class as the Senior Notes (other than a decrease in the aggregate principal amount thereof outstanding), (2) any material adverse change in the general affairs, financial condition or earnings of the Company and its subsidiaries taken as a whole or (3) any material transaction entered into by the Company other than a transaction in the ordinary course of business, the effect of which in each such case in the reasonable judgment of the Representatives is so material and so adverse that it makes it impracticable to proceed with the public offering or delivery of the Senior Notes on the terms and in the manner contemplated in the Prospectus and this Agreement, and (B) there shall not have occurred (1) a downgrading in the rating accorded the Company’s senior unsecured notes, or securities that are pari passu to the Company’s senior unsecured notes, by any “nationally recognized statistical rating organization” (as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act) and no such organization shall have given any notice of any intended or potential downgrading or of any review for a possible change with possible negative implications in its ratings of such securities, (2) any general suspension of trading in securities on the New York Stock Exchange or any limitation on prices for such trading or any restrictions on the distribution of securities established by the New York Stock Exchange or by the Commission or by any federal or state agency or by the decision of any court, (3) a suspension of trading of any securities of the Company on the New York Stock Exchange, (4) a banking moratorium declared either by federal or New York State authorities or (5) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by the United States Congress or any other substantial national or international calamity or crisis resulting in the declaration of a national emergency, or any material adverse change in the financial markets; provided that the effect of such outbreak, escalation, declaration, calamity, crisis or material adverse change shall, in the reasonable judgment of the Representatives, make it impracticable to proceed with the public offering or delivery of the Senior Notes on the terms and in the manner contemplated in the Prospectus and in this Agreement.

(vi) On the Closing Date, the representations and warranties of the Company in this Agreement shall be true and correct as if made on and as of such date, and the Company shall have performed all obligations and satisfied all

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conditions required of it under this Agreement; and, on the Closing Date, the Representatives shall have received a certificate to such effect signed by the President or any Vice President of the Company.

(vii) All legal proceedings to be taken in connection with the issuance and sale of the Senior Notes shall have been satisfactory in form and substance to Troutman Sanders LLP.

(b) In case any of the conditions specified above in Section 7(a) shall not have been fulfilled, this Agreement may be terminated by the Representatives upon mailing or delivering written notice thereof to the Company; provided, however, that in case the conditions specified in subsections 7(a)(v) and (vi) shall not have been fulfilled, this Agreement may not be so terminated by the Representatives unless Underwriters who have agreed to purchase in the aggregate 50% or more of the aggregate principal amount of the Senior Notes shall have consented to such termination and the aforesaid notice shall so state. Any such termination shall be without liability of any party to any other party except as otherwise provided in Section 9 and Sections 6(b), 6(g) and 7(c) hereof.

(c) If this Agreement shall be terminated by the Representatives pursuant to Section 7(b) above or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, then in any such case, the Company will reimburse the Underwriters, severally, for all out-of-pocket expenses (in addition to the fees and disbursements of their outside counsel as provided in Section 6(g)) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder and, upon such reimbursement, the Company shall be absolved from any further liability hereunder, except as provided in Section 6(b) and Section 9.

8. Conditions of the Obligation of the Company. The obligation of the Company to deliver the Senior Notes shall be subject to the conditions set forth in the first sentence of Section 7(a)(i) and in Section 7(a)(ii). In case such conditions shall not have been fulfilled, this Agreement may be terminated by the Company by mailing or delivering written notice thereof to the Representatives. Any such termination shall be without liability of any party to any other party except as otherwise provided in Sections 6(b), 6(g), 9 and 10 hereof.

9. Indemnification and Contribution.

(a) The Company agrees to indemnify and hold harmless each Underwriter, its directors and officers and each person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Securities Exchange Act, or any other statute or common law and to reimburse each such Underwriter, director, officer and controlling person for any legal or other expenses (including, to the extent hereinafter provided, reasonable outside counsel fees) incurred by them in connection with investigating or defending any such losses, claims, damages,

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or liabilities, or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or in either such document as amended or supplemented (if any amendments or supplements thereto shall have been furnished), or any preliminary Prospectus (if and when used prior to the date 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 foregoing indemnity agreement, insofar as it relates to any preliminary Prospectus, shall not inure to the benefit of any Underwriter (or to the benefit of any director or officer of, or person who controls such Underwriter) on account of any losses, claims, damages or liabilities arising out of the sale of any of the Senior Notes by such Underwriter to any person if it shall be established that a copy of the Prospectus, excluding any documents incorporated by reference (as supplemented or amended, if the Company shall have made any supplements or amendments which have been furnished to the Representatives), shall not have been sent or given by or on behalf of such Underwriter to such person at or prior to the written confirmation of the sale to such person in any case where such delivery is required by the Securities Act and the Company satisfied its obligations pursuant to Section 6(a) hereof, if the misstatement or omission leading to such loss, claim, damage or liability was corrected in the Prospectus (excluding any documents incorporated by reference) as amended or supplemented, and such correction would have cured the defect giving rise to such loss, claim, damage, or liability; and provided further, however, that the indemnity agreement contained in this Section 9(a) shall not apply to any such losses, claims, damages, liabilities, expenses or actions arising out of or based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon information furnished herein or otherwise in writing to the Company by or on behalf of any Underwriter for use in the Registration Statement or any amendment thereto, in the Prospectus or any supplement thereto, or in any preliminary Prospectus. The indemnity agreement of the Company contained in this Section 9(a) and the representations and warranties of the Company contained in Section 3 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or any such controlling person, and shall survive the delivery of the Senior Notes.

(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its officers and directors, and each person who controls any of the foregoing within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Securities Exchange Act, or any other statute or common law and to reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable outside counsel fees) incurred by them in connection with investigating or defending any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or in either such document as amended or supplemented (if any amendments or supplements thereto shall have been

11

furnished), or any preliminary Prospectus (if and when used prior to the date 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 herein or in writing to the Company by or on behalf of such Underwriter for use in the Registration Statement or the Prospectus or any amendment or supplement to either thereof, or any preliminary Prospectus. The indemnity agreement of the respective Underwriters contained in this Section 9(b) shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Company or any such controlling person, and shall survive the delivery of the Senior Notes.

(c) The Company and each of the Underwriters 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 such Underwriter or any of its directors, officers or controlling persons as aforesaid, in respect of which indemnity may be sought on account of any indemnity agreement contained herein, it will promptly give written notice of the commencement thereof to the party or parties against whom indemnity shall be sought hereunder, but the omission so to notify such indemnifying party or parties of any such action shall not relieve such indemnifying party or parties from any liability which it or they may have to the indemnified party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, such indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume (in conjunction with any other indemnifying parties) the defense of such action, in which event such defense shall be conducted by counsel chosen by such indemnifying party (or parties) and satisfactory to the indemnified party or parties who shall be defendant or defendants in such action, and such defendant or defendants shall bear the fees and expenses of any additional outside counsel retained by them; provided that, if the defendants (including impleaded parties) in any such action include both the indemnified party and the indemnifying party (or parties) and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party (or parties), the indemnified party shall have the right to select separate counsel to assert such legal defenses and to participate otherwise in the defense of such action on behalf of such indemnified party. The indemnifying party shall bear the reasonable fees and expenses of outside counsel retained by the indemnified party if (i) the indemnified party shall have retained such counsel in connection with the assertion of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to one local counsel), representing the indemnified parties under Section 9(a) or 9(b), as the case may be, who are parties to such action), (ii) the indemnifying party shall have elected not to assume the defense of such action, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the commencement of the action, or (iv) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. Notwithstanding the foregoing sentence, an indemnifying party shall not be liable for any settlement of any

12

proceeding effected without its written consent (such consent not to be unreasonably withheld), but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which indemnification may be sought hereunder (whether or not the indemnified party is an actual or potential party to such a proceeding), unless such settlement (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 Section 9(a) or 9(b) is unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and of the Underwriters, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations, including relative benefit. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading relates to information supplied by the Company, on the one hand, or by the Underwriters, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 9(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 9(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations under this Section 9(d) to contribute are several in proportion to their respective underwriting obligations and not joint. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

10. Termination. If any one or more of the Underwriters shall fail or refuse to purchase the Senior Notes which it or they have agreed to purchase hereunder, and the aggregate principal amount of the Senior Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Senior Notes, then the other Underwriters shall be obligated severally in the proportions

13

which the principal amount of the Senior Notes set forth opposite their respective names in Schedule I bears to the aggregate underwriting obligations of all non-defaulting Underwriters, or in such other proportions as the Underwriters may specify, to purchase the Senior Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase. If any Underwriter or Underwriters shall so fail or refuse to purchase Senior Notes and the aggregate principal amount of the Senior Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Senior Notes and arrangements satisfactory to the Underwriters and the Company for the purchase of such Senior Notes are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter (except as provided in Section 6(g) and Section 9) or of the Company (except as provided in Section 6(b) and Section 9). In any such case not involving a termination, either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

11. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person of any Underwriter, or by or on behalf of the Company, and shall survive delivery of the Senior Notes.

12. Miscellaneous. The validity and interpretation of this Agreement shall be governed by the laws of the State of New York. This Agreement shall inure to the benefit of the Company, the Underwriters and, with respect to the provisions of Section 9 hereof, each controlling person and each officer and director of the Company and the Underwriters 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 other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. The term “successors” as used in this Agreement shall not include any purchaser, as such, of any of the Senior Notes from any of the several Underwriters.

13. Notices. All communications hereunder shall be in writing and if to the Underwriters shall be mailed or delivered to the Representatives at the address set forth on Schedule II hereto, or if to the Company shall be mailed, faxed or delivered to it, attention of Treasurer, Dominion Resources, Inc., 120 Tredegar Street, Richmond, Virginia 23219 (facsimile number: (804) 819-2211).

[remainder of this page left blank intentionally]

14

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

DOMINION RESOURCES, INC.
By:	/s/    James P. Carney
Name:		James P. Carney
Title:		Assistant Treasurer

15

The foregoing agreement is hereby

confirmed and accepted, as of the

date first above written.

CREDIT SUISSE FIRST BOSTON LLC

acting individually and as Representative

of the Underwriters named in Schedule I hereto

By:	/s/    Gavin H. Wolfe
Authorized Signatory
Name:	Gavin H. Wolfe
Title:	Managing Director

MORGAN STANLEY & CO. INCORPORATED

acting individually and as Representative

of the Underwriters named in Schedule I hereto

By:	/s/    Rizvan Dhalla
Authorized Signatory
Name:	Rizvan Dhalla
Title:	Vice President

16

SCHEDULE I

Underwriter	Principal Amount of Firm Senior Notes to be Purchased
Credit Suisse First Boston LLC	$	60,000,000
Morgan Stanley & Co. Incorporated		60,000,000
Citigroup Global Markets Inc.		20,000,000
Goldman, Sachs & Co.		20,000,000
ABN AMRO Rothschild LLC		10,000,000
KBC Financial Products USA Inc.		10,000,000
Scotia Capital (USA) Inc.		10,000,000
SunTrust Capital Markets, Inc.		10,000,000
Total:	$	200,000,000

I-1

SCHEDULE II

Title of Senior Notes: 2003 Series G 2.125% Convertible Senior Notes Due 2023

Aggregate Principal Amount: $200,000,000

Initial Price to Public:

100 % of the principal amount of the Senior Notes plus accrued interest, if any, from the date of issuance.

Initial Purchase Price to be paid by Underwriters:

98 % of the principal amount of the Senior Notes, such Initial Purchase Price to be paid by the Underwriters as set forth in Sections 4 and 5 of the Agreement to which this Schedule is attached.

Time of Delivery:	December 11, 2003, 10:00 A.M.
Closing Location:	One James Center
	901 East Cary Street
	Richmond, VA 23219
The Senior Notes will be available for inspection by the Representatives at:
	One James Center 901 East Cary Street Richmond, VA 23219
Addresses for Notices to the Underwriters:
	Credit Suisse First Boston LLC 11 Madison Avenue New York, New York 10010 Attn: Gavin Wolfe         Telephone: (212)538-7058         Facsimile: (212)743-1378
	Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Attn: Ray Spitzley         Telephone:  (212)761-8461         Facsimile:  (212)761-0354

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with a copy of any notice pursuant to Section 9(c) also sent 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

II-2

SCHEDULE III

PROPOSED FORM OF OPINION

OF

TROUTMAN SANDERS LLP

Bank of America Center

1111 East Main Street

Richmond, Virginia 23219

DOMINION RESOURCES, INC.

2003 Series G 2.125% Convertible Senior Notes Due 2023

December 11, 2003

Credit Suisse First Boston LLC

Morgan Stanley & Co. Incorporated

as Representatives for the Underwriters

listed in Schedule I hereto

c/o Credit Suisse First Boston LLC

11 Madison Avenue

New York, New York 10010

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

Ladies and Gentlemen:

We have acted as your counsel in connection with the arrangements for issuance by Dominion Resources, Inc. (the Company) of up to U.S. $200,000,000 aggregate principal amount of its 2003 Series G 2.125% Convertible Senior Notes Due 2023 (the Senior Notes) and the offering of the Senior Notes by you pursuant to an Underwriting Agreement dated December 3, 2003 by and between you and the Company (the Underwriting Agreement). This letter is being delivered to you pursuant to the Underwriting Agreement. All terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement.

We have examined originals or copies certified to our satisfaction of such corporate records of the Company, indentures, agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Company and of the Trustee, and other documents, as we have deemed necessary as a basis for the opinions hereinafter expressed. As to various questions of fact material to such opinions, we have, when relevant

III-1

facts were not independently established, relied upon certifications by officers of the Company, the Trustee and other appropriate persons and statements contained in the Registration Statement hereinafter mentioned. All legal proceedings taken as of the date hereof in connection with the transactions contemplated by the Underwriting Agreement have been satisfactory to us.

In addition, we attended the closing held today at which the Company satisfied the conditions contained in Section 7 of the Underwriting Agreement that are required to be satisfied as of the Closing Date.

Based upon the foregoing, and having regard to legal considerations that we deem relevant, we are of the opinion that:

1. The Company is a corporation duly incorporated and existing as a corporation in good standing under the laws of Virginia, and has the corporate power to transact its business as described in the Prospectus.

2. An appropriate order of the Commission with respect to the sale and performance of the Senior Notes under the Public Utility Holding Company Act of 1935, as amended, has been issued, and such order remains in effect at this date and constitutes valid and sufficient authorization for the sale and performance of the Senior Notes as contemplated by the Underwriting Agreement. No approval or consent by any public regulatory body, other than such order and notification of effectiveness by the Commission and approvals required under the Securities Act and the Rules and Regulations which have been obtained, is legally required in connection with the sale of the Senior Notes as contemplated by the Underwriting Agreement (except to the extent that compliance with the provisions of securities or blue sky laws of certain states may be required in connection with the sale of the Senior Notes in such states) and the carrying out of the provisions of the Underwriting Agreement.

3. The Underwriting 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. The Senior Indenture dated as of June 1, 2000 between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee, 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).

5. The Senior Notes have been duly authorized and executed by the Company and when completed and authenticated by the Trustee in accordance with, and in the form contemplated by, the Indenture and issued, delivered and paid for as provided in the Underwriting Agreement, will have been duly issued under the Indenture.

6. The Common Stock issuable upon conversion of the Senior Notes has been duly authorized and validly reserved for issuance by the Company and, when issued upon

III-2

conversion of the Senior Notes in accordance with the terms thereof, will be validly issued, fully paid and non-assessable, and the issuance of such shares of Common Stock is not subject to any preemptive rights.

7. The Registration Statement with respect to the Senior 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 of Senior Notes in the manner therein specified.

8. 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.

* * * * *

We have not undertaken to determine independently the accuracy or completeness of the statements contained or incorporated by reference in the Registration Statement or in the Prospectus, and as to the statistical statements in the Registration Statement (which includes statistical statements in the Incorporated Documents), we have relied solely on the officers of the Company. We accordingly assume no responsibility for the accuracy or completeness of the statements made in the Registration Statement. 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 Underwriting 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 contained or incorporated therein by reference, 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, included or incorporated by reference into the Registration Statement or the Prospectus, as to which we express no belief) any untrue statement of a material fact or omitted on said date or now omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The foregoing assurance is given on the basis that any statement contained in an Incorporated Document shall be deemed not to be contained in the Registration Statement or Prospectus if the statement has been modified or superseded by any statement in a subsequently filed Incorporated Document or in the Registration Statement or Prospectus.

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In rendering the opinions set forth in paragraphs (1)—(8) 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

III-4

SCHEDULE IV

PROPOSED FORM OF OPINION

OF

MCGUIREWOODS LLP

One James Center

901 East Cary Street

Richmond, Virginia 23219

Re: DOMINION RESOURCES, INC.

2003 Series G 2.125% Convertible Senior Notes Due 2023

December 11, 2003

Credit Suisse First Boston LLC

Morgan Stanley & Co. Incorporated

as Representatives for the Underwriters

listed in Schedule I hereto

c/o Credit Suisse First Boston LLC

11 Madison Avenue

New York, New York 10010

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

Ladies and Gentlemen:

We have acted as counsel to Dominion Resources, Inc., a Virginia corporation (the Company), in connection with the issuance and sale by the Company of up to U.S. $200,000,000 aggregate principal amount of 2003 Series G 2.125% Convertible Senior Notes due 2023 (the Senior Notes) pursuant to an Underwriting Agreement dated December 3, 2003, by and between the Company and the Underwriters listed on Schedule I attached thereto (the Underwriting Agreement). This letter is being delivered to you pursuant to the Underwriting Agreement. All terms not otherwise defined herein have the meanings set forth in the Underwriting Agreement.

We have examined originals, or copies certified to our satisfaction, of such corporate records of the Company, indentures, agreements, and other instruments, certificates of public officials, certificates of officers and representatives of the Company and of the Trustee, and other documents, as we have deemed necessary as a basis for the opinions hereinafter

IV-1

expressed. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certifications by officers of the Company, the Trustee and other appropriate persons and statements contained in the Registration Statement hereinafter mentioned. All legal proceedings taken as of the date hereof in connection with the transactions contemplated by the Underwriting Agreement have been satisfactory to us.

On this basis we are of the opinion that:

1. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign (other than those required under the Public Utility Holding Company Act of 1935, the Securities Act and the Rules and Regulations, which have been obtained, or as may be required under the securities or blue sky laws of the various states) is necessary or required in connection with the due authorization, execution and delivery of the Underwriting Agreement or the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes. An appropriate order of the Commission with respect to the sale and performance of the Senior Notes under the Public Utility Holding Company Act of 1935, as amended, has been issued, and such order remains in effect at this date and constitutes valid and sufficient authorization for the sale and performance of the Senior Notes as contemplated by the Underwriting Agreement.

2. The Indenture has been 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 whether enforcement is in a proceeding in equity or at law).

3. The Senior Notes have been duly authorized and executed by the Company and, when completed and authenticated by the Trustee in accordance with, and in the form contemplated by, the Indenture and issued, delivered and paid for as provided in the Underwriting Agreement, will have been duly issued under the Indenture and will constitute valid and binding obligations of the Company entitled to the benefits provided by the Indenture except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless whether enforcement is in a proceeding in equity or at law).

4. The Common Stock issuable upon conversion of the Senior Notes has been duly authorized and validly reserved for issuance by the Company and, when issued upon conversion of the Senior Notes in accordance with the terms thereof, will be validly issued, fully paid and non-assessable, and the issuance of such shares of Common Stock is subject to any preemptive rights.

5. The Registration Statement (Reg. No. 333-106790) with respect to the Senior 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 of the Senior Notes in the manner therein specified.

IV-2

6. The Registration Statement and the Prospectus (except the financial statements, any pro forma financial 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.

7. We are of the opinion that the statements relating to the Senior Notes contained in the prospectus initially filed as part of the Registration Statement under DESCRIPTION OF DEBT SECURITIES and ADDITIONAL TERMS OF SENIOR DEBT SECURITIES, as supplemented by the statements under DESCRIPTION OF THE SENIOR NOTES in the Prospectus Supplement dated December 3, 2003, are substantially accurate and fair.

8. With regard to the discussion in the prospectus supplement dated December 3, 2003, under the caption CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS, subject to the limitations and assumptions set forth therein, we are of the opinion that under current United States federal income tax law, although the discussion does not purport to disclose all possible United States federal income tax consequences of the Senior Notes, such discussion constitutes an 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, 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.

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 one or more due diligence conferences with representatives of the Company and attended the closing at which the Company satisfied the conditions contained in Section 7 of the Underwriting Agreement. We have not, however, undertaken to make any independent review of 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 in the preceding paragraphs 7 and 8 in regard to the statements described in such preceding paragraphs. But such conferences, consultation, examination and attendance disclosed to us no information with respect to such other matters that

IV-3

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, any pro forma financial information and schedules and other financial information and the Statement of Eligibility of the Trustee filed on Form T-1 under the Trust Indenture Act, contained or incorporated by reference in the Registration Statement or 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 will be deemed not to be contained in the Registration Statement or Prospectus if the statement has been modified or superseded by any statement in a subsequently filed Incorporated Document or in the Registration Statement or Prospectus prior to the date of the Underwriting Agreement.

We do not purport to express an opinion on any laws other than those of the Commonwealth of Virginia, the State of New York and the United States of America. This opinion may not be relied upon by, nor may copies be delivered to, any person without our prior written consent.

Very truly yours,

MCGUIREWOODS LLP

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SCHEDULE V

PROPOSED FORM OF OPINION

OF

DAVIS POLK & WARDWELL

SPECIAL PRODUCT COUNSEL

450 Lexington Avenue

New York, New York 10017

Re:  DOMINION RESOURCES, INC.

2003 Series G 2.125% Convertible Senior Notes Due 2023

December 11, 2003

Credit Suisse First Boston LLC

Morgan Stanley & Co. Incorporated

as Representatives for the Underwriters

listed in Schedule I hereto

c/o Credit Suisse First Boston LLC

11 Madison Avenue

New York, New York 10010

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

Ladies and Gentlemen:

We have acted as counsel for you and the other several Underwriters named in Schedule I to the Underwriting Agreement dated December 3, 2003 (the “Underwriting Agreement”) with Dominion Resources, Inc., a Virginia corporation (the “Company”), under which you have severally agreed to purchase from the Company $200 million aggregate principal amount of its 2.125% Series G Convertible Senior Notes due 2023 (the “Securities”). The Securities are to be issued pursuant to the provisions of the Senior Indenture dated as of June 1, 2001 (the “Senior Indenture”), as supplemented by the Twenty-third Supplemental Indenture dated as of December 1, 2003 (the “Supplemental Indenture” and, together with the Senior Indenture, the “Indenture”) between the Company and JPMorgan Chase Bank (formerly known

V-1

as the Chase Manhattan Bank), as Trustee (the “Trustee”), and are convertible on the terms set forth in the Indenture into shares of common stock, no par value, of the Company. This opinion is furnished to you pursuant to Section 7(a)(iii) of the Underwriting Agreement.

We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purposes of rendering this opinion.

We have participated in the preparation of the prospectus supplement relating to the offering of the Securities, dated December 3, 2003 (the “Prospectus Supplement”).

Based upon the foregoing, we are of the opinion that:

1. The Supplemental Indenture, assuming the due authorization, execution and delivery of the Indenture by the Company and the Trustee, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

2. Assuming that the Securities have been duly authorized by the Company, the Securities, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability, and will be entitled to the benefits of the Indenture.

We have considered the statements relating to legal documents included in the Prospectus Supplement under the caption “Description of the Senior Notes” and in the Prospectus under the captions “Description of Debt Securities” and “Additional Terms of the Senior Debt Securities.” In our opinion, such statements fairly summarize in all material respects such documents.

We are members of the Bar of the State of New York and our opinion is limited to the laws of the State of New York and the Federal laws of the United States of America.

This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other person (including any person that acquires the Securities from you) without our prior written consent.

Very truly yours,

DAVIS POLK & WARDWELL

V-2

SCHEDULE VI

PROPOSED FORM OF OPINION

OF

GENERAL COUNSEL OF

DOMINION RESOURCES, INC.

120 Tredegar Street

Richmond, VA 23219

Re: DOMINION RESOURCES, INC.

2003 Series G 2.125% Convertible Senior Notes Due 2023

December 11, 2003

To: The Addressees Listed on Annex A

Ladies and Gentlemen:

The arrangements for issuance of up to U.S. $200,000,000 aggregate principal amount of 2003 Series G 2.125% Convertible Senior Notes due 2023 (the Senior Notes), of Dominion Resources, Inc. (the Company), pursuant to an Underwriting Agreement dated December 3, 2003, by and between the Company and the Underwriters listed on Schedule I attached thereto (the Underwriting Agreement), have been taken under my supervision as Vice President and General Counsel of the Company. Terms not otherwise defined herein have the meanings set forth in the Underwriting Agreement.

As Vice President and General Counsel of the Company, I have general responsibility over the attorneys within the Company’s Legal Department responsible for rendering legal counsel to the Company regarding corporate, financial, securities and other matters. I am generally familiar with the organization, business and affairs of the Company. I am also familiar with the proceedings taken and proposed to be taken by the Company in connection with the offering and sale of the Senior Notes, and I have examined such corporate records, certificates and other documents and such questions of the law as I have considered necessary or appropriate for the purposes of this opinion. In addition, I have responsibility for supervising lawyers who may have been asked by me or others to review legal matters arising in connection with the offering and sale of the Senior Notes. Accordingly, some of the matters referred to herein have not been handled personally by me, but I have been made familiar with the facts and circumstances and the applicable law, and the opinions herein expressed are my own or are opinions of others in which I concur.

VI-1

On this basis I am of the opinion that:

1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of Virginia, and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Underwriting Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect.

2. Each Significant Subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the respective laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect.

3. The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

4. There are no actions, suits or proceedings pending or, to the best of my knowledge, threatened, to which the Company or one of its subsidiaries is a party or to which any of the Company’s or any of its subsidiaries’ properties is subject other than any proceedings described in the Prospectus and proceedings which I believe are not likely to have a material adverse effect on the power or ability of the Company to perform its obligations under the Underwriting Agreement or to consummate the transactions contemplated thereby or by the Prospectus.

I am a member of the Bar of the Commonwealth of Virginia and I do not purport to express an opinion on any laws other than those of the Commonwealth of Virginia and the United States of America. This opinion may not be relied upon by, nor may copies be delivered to, any person without our prior written consent. I do not undertake to advise you of any changes in the opinions expressed herein resulting from matters that may hereinafter arise or that may hereinafter be brought to my attention.

Yours very truly,

GENERAL COUNSEL

VI-2

Annex A

Credit Suisse First Boston LLC

Morgan Stanley & Co. Incorporated

as Representatives for the Underwriters

listed in Schedule I hereto

c/o Credit Suisse First Boston LLC

11 Madison Avenue

New York, New York 10010

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

JPMorgan Chase Bank

Institutional Trust Services

4 New York Plaza, 15^th Floor

New York, New York 10004

EX-4.2

                                                                     Exhibit 4.2

                            DOMINION RESOURCES, INC.
                                     Issuer

                                       TO

                               JPMORGAN CHASE BANK
                  (formerly known as The Chase Manhattan Bank)
                                     Trustee

                            -------------------------

                       Twenty-Third Supplemental Indenture

                          Dated as of December 1, 2003

                            -------------------------

                                  $200,000,000

                  2003 Series G 2.125% Convertible Senior Notes

                                    Due 2023



                               TABLE OF CONTENTS*


                                   ARTICLE I
             2003 SERIES G 2.125% CONVERTIBLE SENIOR NOTES DUE 2023

                                                                        
SECTION 101.      Establishment .............................................   1
SECTION 102.      Definitions ...............................................   2
SECTION 103.      Payment of Principal and Interest .........................   8
SECTION 104.      Denominations .............................................   9
SECTION 105.      Global Securities .........................................   9
SECTION 106.      Optional Redemption .......................................  10
SECTION 107.      Purchase Upon a Fundamental Change ........................  10
SECTION 108.      Purchase at the Option of the Holder ......................  11
SECTION 109.      Further Conditions and Procedures for Purchase ............  12
SECTION 110.      Conversion of the Series G Senior Notes ...................  17
SECTION 111.      Additional Events of Default ..............................  28
SECTION 112.      Amendments; Waiver ........................................  28
SECTION 113.      Register of Securities; Paying Agent; Conversion Agent ....  28
SECTION 114.      Calculations ..............................................  29
SECTION 115.      Tax Treatment .............................................  29
SECTION 116.      Sinking Fund ..............................................  30
SECTION 117.      Additional Interest .......................................  30
SECTION 118.      Limitation on Liens .......................................  30

                                   ARTICLE II
                            MISCELLANEOUS PROVISIONS

SECTION 201.      Recitals by Company .......................................  32
SECTION 202.      Ratification and Incorporation of Original Indenture ......  32
SECTION 203.      Executed in Counterparts ..................................  33
SECTION 204.      Assignment ................................................  33



_________________
     * This Table of Contents does not constitute part of the Indenture or have
any bearing upon the interpretation of any of its terms and provisions.




         THIS TWENTY-THIRD SUPPLEMENTAL INDENTURE is made as of the first day of
December, 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 Twenty-Third Supplemental Indenture, is herein
called the "Indenture";

         WHEREAS, under the Original Indenture, a new series of Securities may
at any time be established in accordance with the provisions of the Original
Indenture and the terms of such series may be described by a supplemental
indenture executed by the Company and the Trustee;

         WHEREAS, the Company proposes to create under the Indenture a series of
Securities;

         WHEREAS, additional Securities of other series hereafter established,
except as may be limited in the Original Indenture as at the time supplemented
and modified, may be issued from time to time pursuant to the Indenture as at
the time supplemented and modified; and

         WHEREAS, all conditions necessary to authorize the execution and
delivery of this Twenty-Third 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
             2003 SERIES G 2.125% CONVERTIBLE SENIOR NOTES due 2023

         SECTION 101. Establishment. There is hereby established a new series of
Securities to be issued under the Indenture, to be designated as the Company's
2003 Series G 2.125% Convertible Senior Notes Due 2023 (the "Series G Senior
Notes").

         There are to be authenticated and delivered $200,000,000 principal
amount of Series G Senior Notes (up to $220,000,000 if the Underwriters exercise
the over-allotment option granted to them pursuant to Section 4 of the
Underwriting Agreement), and such principal amount of the Series G Senior Notes
may be increased from time to time pursuant to Section 301(2) of the Indenture.
All Series G Senior Notes need not be issued at the same time and such series
may be reopened at any time, without the consent of any Holder, for issuances of
additional Series G



Senior Notes. Any such additional Series G Senior Notes will have the same
interest rate, maturity and other terms as, and will be fungible with
(including, without limitation, the United States federal income and withholding
tax treatment and consequences thereof), those initially issued. Further Series
G Senior Notes may also be authenticated and delivered as provided by Sections
304, 305, 306, 905, 1107 or 1305 of the Original Indenture or Section 106(e),
109(f) or 110(c)(iv) hereof.

         The Series G Senior Notes shall be issued in definitive fully
registered form without coupons, in substantially the form set out in Exhibit A
hereto. The entire initially issued principal amount of the Series G Senior
Notes shall initially be evidenced by one or more certificates issued to Cede &
Co., as nominee for The Depository Trust Company.

         The form of the Trustee's Certificate of Authentication for the Series
G Senior Notes shall be in substantially the form set forth in Exhibit B hereto.

         Each Series G Senior Note shall be dated the date of authentication
thereof and shall bear interest from the date of original issuance thereof or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for.

         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.

         "Applicable Five Day Trading Period" means, with respect to any
Interest Period, the five Trading Days immediately preceding the first day of
such Interest Period.

         "Business Day" means a day other than (i) a Saturday or a Sunday, (ii)
a day on which banks in New York, New York are authorized or obligated by law or
executive order to remain closed or (iii) a day on which the Corporate Trust
Office is closed for business.

         "Company Purchase Notice" has the meaning provided in Section 109(a)
hereof.

         "Company Purchase Notice Date" has the meaning provided in Section
109(a) hereof.

         "Contingent Interest" has the meaning provided in Section 103(b)
hereof.

         "Contingent Payment Regulations" has the meaning provided in Section
115 hereof.

         "Conversion Agent" means the Trustee or such other office or agency
designated by the Company where Series G Senior Notes may be presented for
conversion.

         "Conversion Date" has the meaning provided in Section 110(c)(i) hereof.

         "Conversion Price" means $1,000 divided by the Conversion Rate,
initially $73.6025 per share of Common Stock.

         "Conversion Rate" has the meaning provided in Section 110(b) hereof.

                                       2



         "Current Market Price" per share of Common Stock on any day means the
average of the daily Last Reported Sale Price for the five consecutive Trading
Days ending on the earlier of the day in question (including upon the occurrence
of a Fundamental Change) and the day before the "ex date" with respect to the
issuance or distribution requiring such computation. As used herein, the term
"ex date," when used with respect to any issuance or distribution, shall mean
the first date on which the Common Stock trades regular way on the exchange or
in the market in which the security trades without the right to receive such
issuance or distribution.

         "Distributed Securities" has the meaning provided in Section 110(g)(iv)
hereof.

         "Expiration Time" has the meaning provided in Section 110(g)(vi)
hereof.

         "Fundamental Change" will be deemed to have occurred at the time after
the Original Issue Date that any of the following occurs:

                  (i)  a "person" or "group" within the meaning of Section 13(d)
         of the Exchange Act other than the Company, its subsidiaries or its or
         their employee benefit plans, files a Schedule TO or any schedule, form
         or report under the Exchange Act disclosing that such person or group
         has become the direct or indirect ultimate "beneficial owner," as
         defined in Rule 13d-3 under the Exchange Act, of the Company's common
         equity representing more than 50% of the voting power of the Company's
         common equity entitled to vote generally in the election of directors;
         or

                  (ii) consummation of any share exchange, consolidation or
         merger of the Company or any sale, lease or other transfer in one
         transaction or a series of transactions of all or substantially all of
         the consolidated assets of the Company and its subsidiaries, taken as a
         whole, to any person other than the Company or one or more of its
         subsidiaries pursuant to which the Common Stock will be converted into
         cash, securities or other property; provided, however, that a
         transaction where the holders of the Company's common equity
         immediately prior to such transaction have, directly or indirectly,
         more than 50% of the aggregate voting power of all classes of common
         equity of the continuing or surviving corporation or transferee
         entitled to vote generally in the election of directors immediately
         after such event shall not be a Fundamental Change.

                  A Fundamental Change will not be deemed to have occurred in
         respect of either of the foregoing, however, if either:

                  (i)  the Last Reported Sale Price of the Common Stock for any
         five Trading Days within the 10 consecutive Trading Days ending
         immediately before the later of the Fundamental Change or the public
         announcement thereof, equals or exceeds 105% of the Conversion Price of
         the Series G Senior Notes immediately before the Fundamental Change or
         the public announcement thereof, or

                  (ii) at least 90% of the consideration, excluding cash
         payments for fractional shares, in the transaction or transactions
         constituting the Fundamental Change consists of shares of capital stock
         traded on a national securities exchange or quoted on the Nasdaq

                                       3



         National Market or which will be so traded or quoted when issued or
         exchanged in connection with a Fundamental Change (these securities
         being referred to as "publicly traded securities") and as a result of
         this transaction or transactions the Series G Senior Notes become
         convertible into such publicly traded securities, excluding cash
         payments for fractional shares.

                  For purposes of the definition of "Fundamental Change," the
         term capital stock of any Person means any and all shares (including
         ordinary shares or American Depositary Shares), interests,
         participations, or other equivalents however designated of corporate
         stock or other equity participations, including partnership interests,
         whether general or limited, of such Person and any rights (other than
         debt securities convertible or exchangeable into an equity interest),
         warrants or options to acquire an equity interest in such Person.

         "Fundamental Change Purchase Date" has the meaning provided in Section
107(a) hereof.

         "Fundamental Change Purchase Notice" has the meaning provided in
Section 107(b)(i) hereof.

         "Fundamental Change Purchase Price" has the meaning provided in Section
107(a) hereof.

         "interest" includes Contingent Interest, if any.

         "Interest Payment Dates" means June 15 and December 15 of each year,
commencing on June 15, 2004.

         "Interest Period" means any six-month period from June 15 to December
14 and from December 15 to June 14, as appropriate, commencing with the
six-month period beginning December 15, 2006.

         "Last Reported Sale Price" of the Common Stock on any date means the
closing sale price per share (or if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and the average asked prices) on that date as
reported in composite transactions for the principal U.S. securities exchange on
which the Common Stock is traded or, if the Common Stock is not listed on a U.S.
national or regional securities exchange, as reported by the Nasdaq National
Market. If the Common Stock is not listed for trading on a U.S. national or
regional securities exchange and not reported by the Nasdaq National Market on
the relevant date, the "Last Reported Sale Price" will be the last quoted bid
price for the Common Stock in the over-the-counter market on the relevant date
as reported by the National Quotation Bureau or similar organization. If the
Common Stock is not so quoted, the "Last Reported Sale Price" will be the
average of the mid-point of the last bid and ask prices for the Common Stock on
the relevant date quoted by each of at least three nationally recognized
independent investment banking firms selected by the Company for this purpose.
The Last Reported Sale Price shall be determined without reference to extended
or after hours trading.

                                       4



         "Lien" means any mortgage, lien, pledge, security interest or other
encumbrance of any kind.

         "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.

         "Original Issue Date" means December 11, 2003.

         "Outstanding", when used with respect to the Series G Senior Notes,
means, as of the date of determination, all Series G Senior Notes, theretofore
authenticated and delivered under the Indenture, except:

                  (i)   Series G Senior Notes theretofore canceled by the
         Trustee or delivered to the Trustee for cancellation (whether upon
         conversion into Common Stock, upon redemption or otherwise;

                  (ii)  Series G Senior Notes for whose payment at Maturity the
         necessary amount of money or money's worth has been theretofore
         deposited (other than pursuant to Section 402 of the Original
         Indenture) with the Trustee or any Paying Agent (other than the
         Company) in trust or set aside and segregated in trust by the Company
         (if the Company shall act as its own Paying Agent) for the Holders of
         such Series G Senior Notes provided that, if such Series G Senior Notes
         are to be redeemed, notice of such redemption has been duly given
         pursuant to the Original Indenture or provision therefor satisfactory
         to the Trustee has been made;

                  (iii) Series G Senior Notes with respect to which the Company
         has effected defeasance or covenant defeasance has been effected
         pursuant to Section 402 of the Original Indenture;

                  (iv)  Series G Senior Notes that have been paid pursuant to
         Section 306 of the Original Indenture or in exchange for or in lieu of
         which other Series G Senior Notes have been authenticated and delivered
         pursuant to the Indenture, other than any such Series G Senior Notes in
         respect of which there shall have been presented to the Trustee proof
         satisfactory to it that such Series G Senior Notes are held by a bona
         fide purchaser in whose hands such Series G Senior Notes are valid
         obligations of the Company; and

                  (v)   Series G Senior Notes converted as contemplated by this
         Twenty-Third Supplemental Indenture pursuant to Section 110 hereof;

                  provided, however, that in determining whether the Holders of
         the requisite principal amount of Outstanding Series G Senior Notes
         have given any request, demand, authorization, direction, notice,
         consent or waiver hereunder or are present at a meeting of Holders of
         Series G Senior Notes for quorum purposes, Series G Senior Notes owned
         by the Company or any other obligor upon the Series G Senior Notes or
         any Affiliate of the Company or such other obligor shall be disregarded
         and deemed not to be Outstanding, except that, in determining whether
         the Trustee shall be protected in making any such determination or
         relying upon any such request, demand, authorization,

                                       5



         direction, notice, consent or waiver, only Series G Senior Notes which
         a Responsible Officer of the Trustee knows to be so owned shall be so
         disregarded. Series G Senior Notes so owned which shall have been
         pledged in good faith may be regarded as Outstanding if the pledgee
         establishes to the satisfaction of the Trustee (A) the pledgee's right
         so to act with respect to such Series G Senior Notes and (B) that the
         pledgee is not the Company or any other obligor upon the Series G
         Senior Notes or an Affiliate of the Company or such other obligor.

         "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.

         "Put Date" has the meaning provided in Section 108(a) hereof.

         "Put Notice" has the meaning provided in Section 108(b)(i) hereof.

         "Purchase Price" means an amount equal to the principal amount of the
Series G Senior Notes to be purchased plus any accrued and unpaid interest to
but excluding the Put Date as set forth in Section 108.

         "Purchased Shares" has the meaning provided in Section 110(g)(vi)
hereof.

         "Record Date" means, with respect to any dividend, distribution or
other transaction or event in which the holders of Common Stock have the right
to receive any cash, securities or other property or in which the Common Stock
(or other applicable security) is exchanged for or converted into any
combination of cash, securities or other property, the date fixed for
determination of shareholders entitled to receive such cash, securities or other
property (whether such date is fixed by the Board of Directors or by statute,
contract or otherwise).

         "Redemption Date" has the meaning provided in Section 106(a) hereof.

         "Redemption Price" has the meaning provided in Section 106(a) hereof.

         "Regular Record Date" means, with respect to each Interest Payment
Date, the close of business on the Business Day preceding such Interest Payment
Date; provided, that with respect to Series G Senior Notes that are not
represented by one or more Global Securities, the Regular Record Date shall be
the close of business on the 15/th/ calendar day (whether or not a Business Day)
preceding such Interest Payment Date.

         "Rights" has the meaning provided in Section 110(f) hereof.

         "Rights Agreement" has the meaning provided in Section 110(f) hereof.

         "Special Record Date" has the meaning provided in Section 103 hereof.

         "Spin-off Market Price" per share of Common Stock of the Company or the
capital stock of, or similar equity interests in, a subsidiary or other business
unit of the Company on any day

                                       6



means the average of the daily Last Reported Sale Price for the 10 consecutive
Trading Days commencing on and including the fifth Trading Day after the "ex
date" with respect to the issuance or distribution requiring such computation.
As used herein, the term "ex date," when used with respect to any issuance or
distribution, shall mean the first date on which the Common Stock trades regular
way on the exchange or in the market in which the security trades without the
right to receive such issuance or distribution.

         "Stated Maturity" means December 15, 2023.

         "Tax Original Issue Discount" means the amount of ordinary interest
income on a Series G Senior Note that must be accrued as original issue discount
for United States federal income tax purposes pursuant to Treas. Reg. Sec.
1.1275-4.

         "Trading Day" means (a) if the applicable security is listed, admitted
for trading or quoted on the New York Stock Exchange, the Nasdaq National Market
or another U.S. national or regional securities exchange, a day on which the New
York Stock Exchange, the Nasdaq National Market or such other national or
regional securities exchange, as the case may be, is open for business or (b) if
the applicable security is not so listed, admitted for trading or quoted, any
Business Day.

         "Trading Price" means the price of the Series G Senior Notes as
determined by the Company. The Company may determine the Trading Price based
upon the average of the secondary market bid quotations, as of any date of
determination, per $1,000 principal amount of Series G Senior Notes obtained by
a bid solicitation agent appointed by the Company for $10 million principal
amount of Series G Senior Notes at approximately 4:00 p.m., New York City time,
on such determination date from three recognized securities dealers (none of
which shall be an Affiliate of the Company) in The City of New York (or such
other place that may be determined from time to time by the Company) selected by
the Company; provided, however, if (a) at least three such bids are not obtained
by the bid solicitation agent or (b) in the Company's reasonable judgment, the
bid quotations are not indicative of the secondary market value of the Series G
Senior Notes as of such determination date, then the Trading Price for such
determination date shall equal (1) the Conversion Rate in effect as of such
determination date multiplied by (2) the average Last Reported Sale Price of the
Common Stock for the five Trading Days ending on such determination date,
appropriately adjusted to take into account the occurrence, during the period
commencing on the first of such Trading Days during such five Trading Day period
and ending on such determination date, of any event described in Section 110(g),
Section 110(h)(iii) or Section 110(h)(iv) of this Twenty-Third Supplemental
Indenture.

         "Trigger Event" has the meaning provided in Section 110(g)(iv) hereof.

         "Underwriters" has the meaning provided in the Underwriting Agreement.

         "Underwriting Agreement" means the Underwriting Agreement dated
December 3, 2003 among Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated, Citigroup Global Markets Inc., Goldman, Sachs & Co., ABN AMRO
Rothschild LLC, KBC Financial Products USA Inc., Scotia Capital (USA) Inc.,
SunTrust Capital Markets, Inc. and the Company relating to the purchase and sale
of the Series G Senior Notes.

                                       7



         SECTION 103. Payment of Principal and Interest. (a) The principal of
the Series G Senior Notes shall be due at the Stated Maturity (unless earlier
redeemed, converted or purchased by the Company). The unpaid principal amount of
the Series G Senior Notes shall bear interest at the rate of 2.125% per annum
until paid or duly provided for, such interest to accrue from the Original Issue
Date or from the most recent Interest Payment Date to which interest has been
paid or duly provided for. Interest shall be paid semi-annually in arrears on
each Interest Payment Date to the Person in whose name the Series G Senior Notes
are registered on the Regular Record Date for such Interest Payment Date. Any
such interest that is not so punctually paid or duly provided for will forthwith
cease to be payable to the Holders on such Regular Record Date and may either be
paid to the Person or Persons in whose name the Series G Senior Notes are
registered at the close of business on a special record date for the payment of
such defaulted interest to be fixed by the Trustee (in accordance with Section
307 of the Original Indenture)(a "Special Record Date"), notice whereof shall be
given to Holders of the Series G Senior Notes not less than ten (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 Series G Senior Notes may be listed, and upon such notice as may be
required by any such exchange, all as more fully provided in the Original
Indenture.

         (b) In addition, contingent interest ("Contingent Interest"), if any,
will accrue on each Series G Senior Note during any six-month period from
December 15 to June 14 and from June 15 to December 14, as appropriate,
commencing with the six-month period beginning December 15, 2006, if the average
Trading Price for each $1,000 principal amount of the Series G Senior Notes for
the Applicable Five Day Trading Period with respect to such Interest Period
equals 120% or more of such principal amount of Series G Senior Notes. The
amount of Contingent Interest payable per $1,000 principal amount of Series G
Senior Notes in respect of any such Interest Period shall equal 0.25% of the
average Trading Price for each $1,000 principal amount of the Series G Senior
Notes for the Applicable Five Day Trading Period with respect to such Interest
Period. Contingent Interest, if any, will accrue from December 15 or June 15, as
applicable, and will be payable in the same manner, at the same times and to the
same Persons as ordinary interest. Upon determination that Holders of the Series
G Senior Notes will be entitled to receive Contingent Interest during an
Interest Period, as promptly as practicable after such determination, the
Company shall provide notice thereof to the Holders of the Series G Senior
Notes.

         (c) Payments of interest on the Series G Senior Notes will include
interest accrued to but excluding the respective Interest Payment Date,
Redemption Date, Put Date or Fundamental Change Purchase Date, as the case may
be. Interest payments for the Series G Senior Notes shall be computed and paid
on the basis of a 360-day year of twelve 30-day months. If any date on which
interest is payable on the Series G Senior Notes is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or payment in respect of
any such delay), in each case with the same force and effect as if made on the
date the payment was originally payable.

         (d) Payment of the principal and interest on the Series G Senior Notes
shall be made at the office of the Paying Agent 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. Payments of interest (including interest on any
Interest Payment Date) will be made, at the option of the Company, (i)

                                       8



by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (ii) by wire transfer at such place and
to such account at a banking institution in the United States as may be
designated in writing to the Trustee at least sixteen (16) days prior to the
date for payment by the Person entitled thereto. If any date on which principal
and interest is payable on the Series G Senior Notes is not a Business Day, then
payment of the principal and interest payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or payment
in respect of any such delay), in each case with the same force and effect as if
made on the date the payment was originally payable.

         SECTION 104. Denominations. The Series G Senior Notes may be issued in
denominations of $1,000, or any integral multiple thereof.

         SECTION 105. Global Securities. The Series G Senior Notes will be
issued initially in the form of one or more Global Securities registered in the
name of the Depositary (which shall be The Depository Trust Company) or its
nominee. Except under the limited circumstances described below, Series G Senior
Notes represented by such Global Securities will not be exchangeable for, and
will not otherwise be issuable as, Series G Senior Notes in definitive form. The
Global Securities described above may not be transferred except by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or to a successor Depositary
or its nominee.

         Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Series G Senior 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 Series G Senior 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 Series G Senior Notes registered in such names as the
Depositary shall direct.

         SECTION 106. Optional Redemption. (a) On or after December 20, 2006,
the Series G Senior Notes shall be redeemable, in whole or from time to time in
part, at the option of the Company on any date (a "Redemption Date"), at a
redemption price equal to 100% of the principal amount of the Series G Senior
Notes to be redeemed plus any accrued and unpaid interest on the principal
amount to be redeemed to but excluding the Redemption Date (the "Redemption
Price").

                                       9



         (b) The Company shall notify each Holder of the redemption in the
manner provided in Section 1104 of the Original Indenture.

         (c) If any Series G Senior Notes selected for partial redemption are
thereafter surrendered for conversion in part before termination of the
conversion right with respect to the portion of the Series G Senior Notes so
selected, the converted portion of such Series G Senior Notes shall be deemed
(so far as may be), solely for purposes of determining the aggregate principal
amount of Series G Senior Notes to be redeemed by the Company, to be the portion
selected for redemption. Series G Senior Notes which have been converted during
a selection of Series G Senior Notes to be redeemed may be treated by the
Trustee as Outstanding for the purpose of such selection. Nothing in this
Section 106(c) shall affect the right of any Holder to convert any Series G
Senior Notes before the termination of the conversion right with respect
thereto.

         (d) In addition to those matters set forth in Section 1104 of the
Indenture, a notice of redemption sent to the Holders of Series G Senior Notes
shall state:

                  (i)   the name of the Paying Agent and Conversion Agent;

                  (ii)  the then current Conversion Rate;

                  (iii) that the Series G Senior Notes called for redemption may
         be converted at any time prior to the close of business on the Business
         Day immediately preceding the Redemption Date; and

                  (iv)  that Holders who wish to convert Series G Senior Notes
         must comply with the procedures in Section 110 of this Twenty-Third
         Supplemental Indenture and the fourth through ninth paragraphs of the
         reverse of the Series G Senior Notes.

         (e) In the event of the redemption of the Series G Senior Notes in part
only, a new Series G Senior Note or Notes for the unredeemed portion will be
issued in the name or names of the Holders thereof upon surrender thereof.

         SECTION 107. Purchase Upon a Fundamental Change. (a) If a Fundamental
Change shall occur at any time prior to Stated Maturity, each Holder shall have
the right, at such Holder's option, to require the Company to purchase any or
all of such Holder's Series G Senior Notes for cash on the date designated by
the Company that is no later than 30 days after the date of the Company Purchase
Notice of the occurrence of such Fundamental Change (subject to extension if
necessary to comply with applicable law, as provided in Section 109(g)) (the
"Fundamental Change Purchase Date"). The Company shall purchase such Series G
Senior Notes at a price (the "Fundamental Change Purchase Price") equal to 100%
of the principal amount of the Series G Senior Notes to be purchased plus any
accrued and unpaid interest on the principal amount to be purchased to but
excluding the Fundamental Change Purchase Date. No Series G Senior Notes may be
purchased at the option of the Holders due to a Fundamental Change if the
principal amount of the Series G Senior Notes has been accelerated and such
acceleration has not been rescinded.

                                       10



         (b) For a Series G Senior Note to be so purchased at the option of the
Holder pursuant to this Section 107, the Paying Agent must receive:

                  (i)  a written notice of purchase (a "Fundamental Change
         Purchase Notice") substantially in the form entitled "Form of
         Fundamental Change Purchase Notice" on the reverse of the Series G
         Senior Note duly completed, on or before the close of business on the
         fifth Business Day immediately preceding the Fundamental Change
         Purchase Date, subject to extension to comply with applicable law. The
         Fundamental Change Purchase Notice shall state:

                           (1) if certificated, the certificate numbers of the
                  Series G Senior Notes which the Holder shall deliver to be
                  purchased;

                           (2) the portion of the principal amount of the Series
                  G Senior Notes which the Holder shall deliver to be purchased,
                  which portion must be $1,000 or an integral multiple thereof;
                  and

                           (3) that such Series G Senior Notes shall be
                  purchased as of the Fundamental Change Purchase Date pursuant
                  to the terms and conditions specified in the Series G Senior
                  Notes and in the Indenture;

                  (ii) delivery or book-entry transfer of such Series G Senior
         Notes prior to, on or after the Fundamental Change Purchase Date
         (together with all necessary endorsements) at the offices of the Paying
         Agent, such delivery or transfer being a condition to receipt by the
         Holder of the Fundamental Change Purchase Price therefor; provided,
         however, that such Fundamental Change Purchase Price shall be so paid
         pursuant to this Section 107 only if the Series G Senior Notes so
         delivered or transferred to the Paying Agent shall conform in all
         respects to the description thereof in the related Fundamental Change
         Purchase Notice.

         SECTION 108. Purchase at the Option of the Holder. (a) On each of
December 15, 2006, December 15, 2008, December 15, 2013 and December 15, 2018
(each, a "Put Date"), each Holder shall have the right, at such Holder's option,
to require the Company to purchase any or all of such Holder's Series G Senior
Notes for cash. The Company shall purchase such Series G Senior Notes at a price
equal to 100% of the principal amount of the Series G Senior Notes to be
purchased plus any accrued and unpaid interest on the principal amount to be
purchased to but excluding the Put Date.

         (b) For a Series G Senior Note to be so purchased at the option of the
Holder, the Paying Agent must receive:

                  (i)  a written notice of purchase (a "Put Notice")
         substantially in the form entitled "Form of Put Notice" on the reverse
         of the Series G Senior Note duly completed, at any time from the
         opening of business on the date that is 25 Business Days prior to a Put
         Date until the close of business on the fifth Business Day prior to
         such Put Date. The Put Notice shall state:

                                       11



                           (1) if certificated, the certificate numbers of the
                  Series G Senior Notes which the Holder shall deliver to be
                  purchased;

                           (2) the portion of the principal amount of the Series
                  G Senior Notes which the Holder shall deliver to be purchased,
                  which portion must be $1,000 or an integral multiple thereof;
                  and

                           (3) that such Series G Senior Notes shall be
                  purchased as of the Put Date pursuant to the terms and
                  conditions specified in the Series G Senior Notes and in the
                  Indenture; and

                  (ii) delivery or book-entry transfer of such Series G Senior
         Notes to the Paying Agent prior to, on or after the Put Date (together
         with all necessary endorsements) at the offices of the Paying Agent,
         such delivery or transfer being a condition to receipt by the Holder of
         the Purchase Price therefor; provided, however, that such Purchase
         Price shall be so paid pursuant to this Section 108 only if the Series
         G Senior Notes so delivered or transferred to the Paying Agent shall
         conform in all respects to the description thereof in the related Put
         Notice.

         SECTION 109. Further Conditions and Procedures for Purchase. (a) The
Company shall send notices (each, a "Company Purchase Notice") to the Holders
(and to beneficial owners if required by applicable law) at their addresses
shown in the Series G Senior Note register maintained by the Security Registrar,
and shall deliver a copy of each such notice to the Trustee and Paying Agent,
not less than 30 Business Days prior to each Put Date, or on or before the 30th
day after the occurrence of the Fundamental Change, as the case may be (each
such date of delivery, a "Company Purchase Notice Date"). Any such notice
delivered to the Trustee and the Paying Agent with respect to a Fundamental
Change shall be accompanied by an Officers' Certificate certifying that a
Fundamental Change has occurred and as to the date of the occurrence thereof, on
which Certificate the Trustee and the Paying Agent may conclusively rely. Each
Company Purchase Notice shall include a form of Put Notice or Fundamental Change
Purchase Notice to be completed by a Holder and shall state:

                           (i)   the applicable Purchase Price or Fundamental
                  Change Purchase Price, excluding accrued and unpaid interest,
                  the applicable Conversion Rate at the time of such notice (and
                  any applicable adjustments to the Conversion Rate) and, to the
                  extent known at the time of such notice, the amount of
                  interest that will be payable with respect to the Series G
                  Senior Notes on the applicable Put Date or Fundamental Change
                  Purchase Date;

                           (ii)  if the notice relates to a Fundamental Change,
                  the events causing the Fundamental Change and the date of the
                  Fundamental Change;

                           (iii) the Put Date or Fundamental Change Purchase
                  Date;

                           (iv)  the last date on which a Holder may exercise
                  its purchase right;

                           (v)   the name and address of the Paying Agent and
                  the Conversion Agent;

                                       12



                           (vi)   that Series G Senior Notes must be surrendered
                  to the Paying Agent to collect payment of the Purchase Price
                  or Fundamental Change Purchase Price;

                           (vii)  that Series G Senior Notes as to which a Put
                  Notice or Fundamental Change Purchase Notice has been given by
                  the Holder to the Company may be converted only if the
                  applicable Put Notice or Fundamental Change Purchase Notice
                  has been withdrawn by the Holder in accordance with the terms
                  of this Twenty-Third Supplemental Indenture; provided that the
                  Series G Senior Notes are otherwise convertible in accordance
                  with the fourth through ninth paragraphs of the reverse of the
                  Series G Senior Notes;

                           (viii) that the Purchase Price or Fundamental Change
                  Purchase Price for any Series G Senior Notes as to which a Put
                  Notice or a Fundamental Change Purchase Notice, as applicable,
                  has been given and not withdrawn shall be paid by the Paying
                  Agent promptly following the later of the Put Date or
                  Fundamental Change Purchase Date, as applicable, or the time
                  of book-entry transfer or delivery of such Series G Senior
                  Notes;

                           (ix)   the procedures the Holder must follow under
                  Sections 107 or 108, as applicable, and Section 109;

                           (x)    briefly, the conversion rights of the Series G
                  Senior Notes and whether, at the time of such notice, the
                  Series G Senior Notes are eligible for conversion;

                           (xi)   that, unless the Company defaults in making
                  payment of such Purchase Price or Fundamental Change Purchase
                  Price on Series G Senior Notes covered by any Put Notice or
                  Fundamental Change Purchase Notice, as applicable, interest
                  will cease to accrue on and after the Put Date or Fundamental
                  Change Purchase Date, as applicable;

                           (xii)  the CUSIP and, if applicable, the ISIN number
                  of the Series G Senior Notes; and

                           (xiii) the procedures for withdrawing a Put Notice or
                  Fundamental Change Purchase Notice.

         At the Company's request, made at least five Business Days prior to the
date upon which such notice is to be mailed, and at the Company's expense, the
Paying Agent shall give the Company Purchase Notice in the Company's name;
provided, however, that, in all cases, the text of the Company Purchase Notice
shall be prepared by the Company.

         (b) Upon receipt by the Paying Agent on behalf of the Company from the
Holder of the Fundamental Change Purchase Notice or the Put Notice specified in
Section 107(b)(i) or Section 108(b)(i), as applicable, the Holder of the Series
G Senior Notes in respect of which such Fundamental Change Purchase Notice or
the Put Notice, as the case may be, was given shall (unless such Fundamental
Change Purchase Notice or the Put Notice is withdrawn as specified in the
following two paragraphs) thereafter be entitled to receive solely the
Fundamental Change

                                       13



Purchase Price or the Purchase Price with respect to such Series G Senior Notes.
Such Fundamental Change Purchase Price or Purchase Price shall be paid by the
Paying Agent to such Holder promptly following the later of (x) the Fundamental
Change Purchase Date or the Put Date, as the case may be, with respect to such
Series G Senior Notes (provided the conditions in Section 107(b) or Section
108(b), as applicable, have been satisfied) and (y) the time of delivery or
book-entry transfer of such Series G Senior Notes to the Paying Agent by the
Holder thereof in the manner required by Section 107(b)(ii) or Section
108(b)(ii), as applicable.

         Series G Senior Notes in respect of which a Fundamental Change Purchase
Notice or Put Notice, as the case may be, has been given by the Holder thereof
may not be converted for shares of Common Stock on or after the date of the
delivery of such Fundamental Change Purchase Notice or Put Notice, as the case
may be, unless such Fundamental Change Purchase Notice or Put Notice, as the
case may be, has first been validly withdrawn or deemed to have been validly
withdrawn as specified in Section 109(c) or (e); provided that the Series G
Senior Notes are otherwise convertible in accordance with the fourth through
ninth paragraphs of the reverse of the Series G Senior Notes.

         On or before 10:00 a.m. (New York City time) on the Fundamental Change
Purchase Date or the Put Date, as the case may be, the Company shall deposit
with the Paying Agent (or if the Company or an Affiliate of the Company is
acting as the Paying Agent, shall segregate and hold in trust) money sufficient
to pay the aggregate Fundamental Change Purchase Price or the aggregate Purchase
Price, as the case may be, of the Series G Senior Notes to be purchased pursuant
to Section 107 or Section 108, as applicable. Payment by the Paying Agent of
such Fundamental Change Purchase Price or Purchase Price for such Series G
Senior Notes shall be made promptly following the later of the Fundamental
Change Purchase Date or the Put Date, as the case may be, or the time of
book-entry transfer or delivery of such Series G Senior Notes. If the Paying
Agent holds, in accordance with the terms of the Indenture, money sufficient to
pay the Fundamental Change Purchase Price or Purchase Price, as the case may be,
of such Series G Senior Notes on the Fundamental Change Purchase Date or the Put
Date, as the case may be, then, on and after such date, such Series G Senior
Notes shall cease to be Outstanding and interest (including any Contingent
Interest) on such Series G Senior Notes shall cease to accrue, whether or not
book-entry transfer of such Series G Senior Notes is made or such Series G
Senior Notes are delivered to the Paying Agent, and all other rights of the
Holder shall terminate (other than the right to receive the Fundamental Change
Purchase Price or the Purchase Price, as the case may be, upon delivery or
transfer of the Series G Senior Notes). Nothing herein shall preclude the
Company's withholding any tax required by law.

         The Company shall require each Paying Agent (other than the Trustee) to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of the
Fundamental Change Purchase Price or the Purchase Price, as the case may be, and
shall notify the Trustee of any default by the Company in making any such
payment. If the Company or an Affiliate of the Company acts as Paying Agent, it
shall segregate the money held by it as Paying Agent and hold it as a separate
trust fund. The Company at any time may require a Paying Agent to deliver all
money held by it pursuant to this Section 109 to the Trustee and to account for
any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall
have no further liability for the money delivered to the Trustee.

                                       14



         All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Series G Senior Notes for purchase shall be
determined by the Company, whose determination shall be final and binding,
absent manifest error.

         (c) A Put Notice or Fundamental Change Purchase Notice, as the case may
be, may be withdrawn by means of a written notice of withdrawal delivered to the
office of the Paying Agent at any time prior to 5:00 p.m. New York City time on
the fifth Business Day prior to the Put Date or the Fundamental Change Purchase
Date, as the case may be, to which it relates specifying:

                  (i)   if certificated, the certificate number of the Series G
         Senior Notes in respect of which such notice of withdrawal is being
         submitted;

                  (ii)  the principal amount of the Series G Senior Notes with
         respect to which such notice of withdrawal is being submitted; and

                  (iii) the principal amount, if any, of such Series G Senior
         Notes which remains subject to the Put Notice or Fundamental Change
         Purchase Notice, as the case may be, and which has been or shall be
         transferred or delivered for purchase by the Company.

         The Paying Agent shall promptly notify the Company of the receipt by it
of any Put Notice or Fundamental Change Purchase Notice or written notice of
withdrawal thereof.

         (d) Notwithstanding the requirements of Sections 107 or 108 and this
Section 109, if the Series G Senior Notes are represented by Global Securities
in book-entry form the appropriate procedures of the Depositary must be complied
with for any purchase upon a Fundamental Change or Put Option.

         (e) There shall be no purchase of any Series G Senior Notes pursuant to
Section 107 or Section 108 if the principal amount of the Series G Senior Notes
has been accelerated and such acceleration has not been rescinded. The Paying
Agent shall promptly return to the respective Holders thereof any Series G
Senior Notes (x) with respect to which a Put Notice or Fundamental Change
Purchase Notice, as the case may be, has been withdrawn in compliance with this
Twenty-Third Supplemental Indenture, or (y) if the principal amount of the
Series G Senior Notes has been accelerated and such acceleration has not been
rescinded, in which case, upon such return, the Put Notice or Fundamental Change
Purchase Notice with respect thereto shall be deemed to have been withdrawn.

         (f) Any Series G Senior Notes that are to be purchased only in part
shall be surrendered at the office of the Paying Agent (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing) and the Company
shall execute and the Trustee or the Authenticating Agent, if any, shall
authenticate and deliver to the Holder of such Series G Senior Notes, without
service charge, a new Series G Senior Note or Series G Senior Notes, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to, and in exchange for, the portion of the principal amount of the
Series G Senior Notes so surrendered which is not purchased.

                                       15



         (g) In connection with any offer to purchase Series G Senior Notes
under Sections 107 or 108 hereof, the Company shall, to the extent applicable,
(i) comply with Rules 13e-4 and 14e-1 (and any successor provisions thereto)
under the Exchange Act, if applicable, (ii) file the related Schedule TO (or any
successor schedule, form or report) under the Exchange Act, if applicable and
(iii) otherwise comply with all applicable federal and state securities laws so
as to permit the rights and obligations under Sections 107, 108 or this Section
109 to be exercised in the manner specified in Sections 107, 108 or this Section
109; provided, however, that the Company shall not take any action in violation
of any applicable federal or state securities laws.

         (h) The Trustee and the Paying Agent shall return to the Company any
cash or property that remains unclaimed as provided in Section 1003 of the
Original Indenture, together with any unclaimed interest (including any
Contingent Interest, if any), held by them for the payment of a Purchase Price
or Fundamental Change Purchase Price, as the case may be; provided, however,
that to the extent that the aggregate amount of cash deposited by the Company
pursuant to Section 109(b) exceeds the aggregate Purchase Price or Fundamental
Change Purchase Price, as the case may be, of the Series G Senior Notes or
portions thereof which the Company is obligated to purchase as of the Put Date
or Fundamental Change Purchase Date, as the case may be, then promptly on and
after the Put Date or Fundamental Change Purchase Date, as the case may be, the
Trustee or the Paying Agent, as the case may be, shall return any such excess to
the Company.

         (i) In any case where a Put Date or a Fundamental Change Purchase Date
shall not be a Business Day at any Place of Payment, then (notwithstanding any
other provision of the Indenture or the Series G Senior Notes) payment of
interest and the Purchase Price or the Fundamental Change Purchase Price, as the
case may be, need not be made at such Place of Payment on such date (provided
that all other conditions therefor have been complied with), but may be made on
the next succeeding Business Day at such Place of Payment (provided that such
conditions have been complied with) with the same force and effect as if made on
the Put Date or the Fundamental Change Purchase Date, as the case may be (and
without any interest or payment in respect of any such delay).

     SECTION 110. Conversion of the Series G Senior Notes. (a) A Holder may
convert its Series G Senior Notes for Common Stock at any time during the
periods specified in the fourth paragraph of the reverse of the Series G Senior
Notes.

         (b) The initial Conversion Rate is 13.5865 shares of Common Stock
issuable upon conversion of $1,000 principal amount of a Series G Senior Note
(the "Conversion Rate"), subject to adjustment as herein set forth. A Holder may
convert a portion of the principal amount of Series G Senior Notes if the
portion is $1,000 or an integral multiple thereof.

         (c) To convert Series G Senior Notes, the requirements set forth in
this Section 110(c) and in the fourth through ninth paragraphs of the reverse of
the Series G Senior Notes must be satisfied.

                  (i) To convert the Series G Senior Notes, a Holder must (1)
         complete and manually sign the irrevocable conversion notice on the
         back of the Series G Senior Notes (or complete and manually sign a
         facsimile of such notice) and deliver such notice to the

                                       16



         Conversion Agent at the office maintained by the Conversion Agent for
         such purpose, (2) with respect to Series G Senior Notes in
         certificated form, surrender the Notes to the Conversion Agent or with
         respect to Series G Senior Notes represented by Global Securities,
         cause the book-entry transfer thereof to the Conversion Agent, (3)
         furnish appropriate endorsements and transfer documents if required by
         the Conversion Agent, the Company or the Trustee and (4) pay any
         transfer or similar tax, if required. The date on which the Holder
         satisfies all such requirements is the conversion date (the
         "Conversion Date"). As soon as practicable, but in no event later than
         the fifth Business Day following the Conversion Date, the Company
         shall deliver to the Holder, through the Conversion Agent, a
         certificate (or credit the book-entry transfer of such shares of
         Common Stock) for the number of full shares of Common Stock issuable
         upon the conversion and cash in lieu of any fractional share
         determined pursuant to Section 110(d).

                  (ii)   of Series G Senior Notes at the close of business
         on a Regular Record Date will receive payment of interest payable on
         the corresponding Interest Payment Date notwithstanding the conversion
         of such Series G Senior Notes at any time after the close of business
         on such Regular Record Date. Series G Senior Notes surrendered for
         conversion during the period from the close of business on any Regular
         Record Date to the opening of business on the corresponding Interest
         Payment Date must be accompanied by payment of an amount equal to the
         interest that the Holder is to receive on the Series G Senior Notes;
         provided, however, that no such payment need be made with respect to
         Series G Senior Notes in respect of which a Redemption Date or
         Fundamental Change Purchase Date has been set that falls within this
         period or on such Interest Payment Date or to the extent any overdue
         interest (or Contingent Interest, if any) exists at the time of such
         conversion. Except as described above, no payment or adjustment will be
         made for accrued interest on converted Series G Senior Notes.

                  (iii) The Person in whose name the certificate for such shares
         of Common Stock is registered shall be treated as a stockholder of
         record on and after the Conversion Date; provided, however, that no
         surrender of Series G Senior Notes on any date when the stock transfer
         books of the Company shall be closed shall be effective to constitute
         the Person or Persons entitled to receive the shares of Common Stock
         upon such conversion as the record holder or holders of such shares of
         Common Stock on such date, but such surrender shall be effective to
         constitute the Person or Persons entitled to receive such shares of
         Common Stock as the record holder or holders thereof for all purposes
         at the close of business on the next succeeding day on which such stock
         transfer books are open; such conversion shall be at the Conversion
         Rate in effect on the date that such Series G Senior Notes shall have
         been surrendered for conversion, as if the stock transfer books of the
         Company had not been closed. Upon conversion of Series G Senior Notes,
         such Person shall no longer be a Holder of such Series G Senior Notes.

                  (iv)  No payment or adjustment shall be made for dividends on
         or other distributions with respect to any Common Stock except as
         provided in Section 110(g) or as otherwise provided in the Indenture.
         If a Holder converts more than one Series G Senior Note at the same
         time, the number of shares of Common Stock issuable upon the conversion
         shall be based on the total principal amount of the Series G Senior
         Notes converted. Upon surrender of a Series G Senior Note that is
         converted in part, the

                                       17



         Company shall execute, and the Trustee or the Authenticating Agent
         shall authenticate and deliver to the Holder, a new Series G Senior
         Note in an authorized denomination equal in principal amount to the
         unconverted portion of the Series G Senior Note surrendered. If the
         last day on which Series G Senior Notes may be converted is not a
         Business Day in a place where a Conversion Agent is located, the
         Series G Senior Notes may be surrendered to that Conversion Agent on
         the next succeeding day that is a Business Day. A Holder of Series G
         Senior Notes is not entitled to any rights of a holder of Common Stock
         until such Holder has converted its Series G Senior Notes to Common
         Stock, and only to the extent such Series G Senior Notes are deemed to
         have been converted into Common Stock pursuant to this Section 110.

         (d) The Company shall not issue a fractional share of Common Stock upon
conversion of Series G Senior Notes. Instead the Company shall deliver cash for
the current market value of the fractional share. The current market value of a
fractional share shall be determined to the nearest 1/10,000th of a share by
multiplying the Last Reported Sale Price of a full share of Common Stock on the
Trading Day immediately preceding the Conversion Date by the fractional amount
and rounding the product to the nearest whole cent.

         (e) If a Holder converts Series G Senior Notes, the Company shall pay
any documentary, stamp or similar issue or transfer tax due on the issue of
shares of Common Stock upon the conversion. However, the Holder shall pay any
such tax which is due because the Holder requests the shares to be issued in a
name other than the Holder's name. The Conversion Agent may refuse to deliver
the certificates representing the Common Stock being issued in a name other than
the Holder's name until the Conversion Agent receives a sum sufficient to pay
any tax which shall be due because the shares are to be issued in a name other
than the Holder's name. Nothing herein shall preclude the Company's withholding
any tax required by law.

         (f) The Company shall, prior to issuance of any Series G Senior Notes
hereunder, and from time to time as may be necessary, reserve out of its
authorized but unissued Common Stock a sufficient number of shares of Common
Stock to permit the conversion of the Series G Senior Notes. All shares of
Common Stock delivered upon conversion of the Series G Senior Notes shall be
newly issued shares or treasury shares, shall be duly and validly issued and
fully paid and nonassessable and shall be free from preemptive rights and free
of any lien or adverse claim. The Company shall endeavor promptly to comply with
all federal and state securities laws regulating the order and delivery of
shares of Common Stock upon the conversion of Series G Senior Notes, if any, and
shall cause to have listed or quoted all such shares of Common Stock on the New
York Stock Exchange, or, if not listed thereon, on each United States national
securities exchange or over-the-counter or other domestic market on which the
Common Stock is then listed or quoted. Each share of Common Stock issued upon
conversion of the Series G Senior Notes shall be entitled to receive the
appropriate number of common stock or preferred stock purchase rights, as the
case may be ("Rights"), if any, that shares of Common Stock are entitled to
receive and the certificates representing the Common Stock issued upon such
conversion shall bear such legends, if any, in each case as may be provided by
the terms of any shareholder rights agreement adopted by the Company, as the
same may be amended from time to time (in each case, a "Rights Agreement").

         (g) The Conversion Rate shall be adjusted from time to time by the
Company as follows:

                                       18



                  (i)  In case the Company shall pay or make a dividend or other
         distribution on the Common Stock in Common Stock, the Conversion Rate,
         as in effect at the opening of business on the day following the date
         fixed for the determination of stockholders entitled to receive such
         dividend or other distribution, shall be increased by dividing such
         Conversion Rate by a fraction of which the numerator shall be the
         number of shares of Common Stock outstanding at the close of business
         on the date fixed for such determination and the denominator shall be
         the sum of such number of shares and the total number of shares
         constituting such dividend or other distribution, such increase to
         become effective immediately after the opening of business on the day
         following the date fixed for such determination. For the purposes of
         this Section 110(g)(i), the number of shares of Common Stock at any
         time outstanding shall not include shares held in treasury by the
         Company but shall include any shares issuable in respect of any scrip
         certificates issued in lieu of fractions of shares of Common Stock. The
         Company will not pay any dividend or make any distribution on shares of
         Common Stock held in treasury by the Company. If any dividend or
         distribution of the type described in this Section 110(g)(i) is
         declared but not so paid or made, the Conversion Rate shall again be
         adjusted to the Conversion Rate that would then be in effect if such
         dividend or distribution had not been declared.

                  (ii) In case the Company shall issue rights, options or
         warrants to all holders of its Common Stock entitling them, for a
         period expiring within 45 days after the record date for the
         determination of stockholders entitled to receive such rights, options
         or warrants, to subscribe for or purchase shares of Common Stock at a
         price per share less than the Current Market Price per share of the
         Common Stock on the date fixed for the determination of stockholders
         entitled to receive such rights, options or warrants (other than
         pursuant to a dividend reinvestment plan or share purchase plan), the
         Conversion Rate in effect at the opening of business on the day
         following the date fixed for such determination shall be increased by
         dividing such Conversion Rate by a fraction of which the numerator
         shall be the number of shares of Common Stock outstanding at the close
         of business on the date fixed for such determination plus the number of
         shares of Common Stock which the aggregate offering price of the total
         number of shares of Common Stock so offered for subscription or
         purchase would purchase at such Current Market Price and the
         denominator shall be the number of shares of Common Stock outstanding
         at the close of business on the date fixed for such determination plus
         the number of shares of Common Stock so offered for subscription or
         purchase at such below Current Market Price. For the purposes of this
         Section 110(g)(ii), the number of shares of Common Stock at any time
         outstanding shall not include shares held in treasury by the Company
         but shall include any shares issuable in respect of any scrip
         certificates issued in lieu of fractions of shares of Common Stock. The
         Company shall not issue any such rights, options or warrants in respect
         of shares of Common Stock held in treasury by the Company. Such
         adjustment pursuant to this Section 110(g)(ii) shall be successively
         made whenever any such rights, options or warrants are issued, and
         shall become effective immediately after the opening of business on the
         day following the date fixed for determination of stockholders entitled
         to receive such rights or warrants. To the extent that shares of Common
         Stock are not delivered after the expiration of such rights, options or
         warrants, the Conversion Rate shall be readjusted to the Conversion
         Rate that would then be in effect had the adjustments made upon the
         issuance of such rights,

                                       19



         options or warrants been made on the basis of delivery of only the
         number of shares of Common Stock actually delivered. If such rights,
         options or warrants are not so issued, the Conversion Rate shall again
         be adjusted to be the Conversion Rate that would then be in effect if
         such date fixed for the determination of stockholders entitled to
         receive such rights, options or warrants had not been fixed. In
         determining whether any rights, options or warrants entitle the
         holders to subscribe for or purchase shares of Common Stock at a price
         less than the average of the Current Market Price per share of the
         Common Stock, and in determining the aggregate offering price of such
         shares of Common Stock, there shall be taken into account any
         consideration received by the Company for such rights, options or
         warrants and any amount payable on exercise or conversion thereof, the
         value of such consideration, if other than cash, to be determined by
         the Board of Directors.

                  (iii) In case outstanding shares of Common Stock shall be
         subdivided or split into a greater number of shares of Common Stock,
         the Conversion Rate in effect at the opening of business on the day
         following the day upon which such subdivision or split becomes
         effective shall be proportionately increased, and, conversely, in case
         outstanding shares of Common Stock shall each be combined into a
         smaller number of shares of Common Stock, the Conversion Rate in effect
         at the opening of business on the day following the day upon which such
         combination becomes effective shall be proportionately reduced, such
         increase or reduction, as the case may be, to become effective
         immediately after the opening of business on the day following the day
         upon which such subdivision, split or combination becomes effective.

                  (iv)  In case the Company shall, by dividend or otherwise,
         distribute to all holders of its Common Stock evidences of its
         indebtedness, shares of capital stock, securities, cash, property or
         assets (but excluding any rights, options or warrants referred to in
         Section 110(g)(ii) of this Section, any dividend or distribution paid
         exclusively in cash and any dividend or distribution referred to in
         Section 110(g)(i)) (any of the foregoing hereinafter in this Section
         110(g)(iv) called the "Distributed Securities"), the Conversion Rate
         shall be adjusted by dividing the Conversion Rate in effect immediately
         prior to the close of business on the date fixed for the determination
         of stockholders entitled to receive such distribution by a fraction of
         which the numerator shall be the Current Market Price per share of the
         Common Stock on the date fixed for such determination less the then
         Fair Market Value (as determined by the Board of Directors, whose
         determination shall be conclusive and described in a Board Resolution)
         on such date of the portion of the Distributed Securities applicable to
         one share of Common Stock and the denominator shall be such Current
         Market Price per share of the Common Stock, such adjustment to become
         effective immediately prior to the opening of business on the day
         following the date fixed for the determination of stockholders entitled
         to receive such distribution; provided that if the then Fair Market
         Value (as so determined) of the portion of the Distributed Securities
         so distributed applicable to one share of Common Stock is equal to or
         greater than the Current Market Price per share of the Common Stock on
         the date fixed for the determination of stockholders entitled to
         receive such distribution, in lieu of the foregoing adjustment,
         adequate provision shall be made so that each holder shall have the
         right to receive upon conversion the amount of Distributed Securities
         such holder would have received had such holder converted the Series G
         Senior Note on the date fixed for such determination. If such dividend
         or distribution is not so paid or made, the

                                       20



         Conversion Rate shall again be adjusted to be the Conversion Rate that
         would then be in effect if such dividend or distribution had not been
         declared. If the Board of Directors determines the Fair Market Value
         of any distribution for purposes of this Section 110(g)(iv) by
         reference to the actual or when issued trading market for any
         securities, it must in doing so consider the prices in such market
         over the same period used in computing the Current Market Price on the
         applicable date fixed for the determination of stockholders entitled
         to receive such distribution. In any case in which this Section
         110(g)(iv) is applicable, Sections 110(g)(i) and (ii) shall not be
         applicable.

                  Rights, options or warrants distributed by the Company to all
         holders of Common Stock entitling the holders thereof to subscribe for
         or purchase shares of the Company's capital stock (either initially or
         under certain circumstances), which rights, options or warrants, until
         the occurrence of a specified event or events ("Trigger Event"): (i)
         are deemed to be transferred with such shares of Common Stock; (ii) are
         not exercisable; and (iii) are also issued in respect of future
         issuances of Common Stock, shall be deemed not to have been distributed
         for purposes of this Section 110(g) (and no adjustment to the
         Conversion Rate under this Section 110(g) will be required) until the
         occurrence of the earliest Trigger Event, whereupon such rights,
         options and warrants shall be deemed to have been distributed and an
         appropriate adjustment (if any is required) to the Conversion Rate
         shall be made under this Section 110(g)(iv). If any such right, option
         or warrant, including any such existing rights, options or warrants
         distributed prior to the Original Issue Date, are subject to events,
         upon the occurrence of which such rights, options or warrants become
         exercisable to purchase different securities, evidences of indebtedness
         or other assets, then the date of the occurrence of any and each such
         event shall be deemed to be the date of distribution and record date
         with respect to new rights, options or warrants with such rights (and a
         termination or expiration of the existing rights, options or warrants
         without exercise by any of the holders thereof). In addition, in the
         event of any distribution (or deemed distribution) of rights, options
         or warrants, or any Trigger Event or other event (of the type described
         in the preceding sentence) with respect thereto that was counted for
         purposes of calculating a distribution amount for which an adjustment
         to the Conversion Rate under this Section 110(g) was made, (I) in the
         case of any such rights, options or warrants that shall all have been
         redeemed or repurchased without exercise by any holders thereof, the
         Conversion Rate shall be readjusted upon such final redemption or
         repurchase to give effect to such distribution or Trigger Event, as the
         case may be, as though it were a cash distribution, equal to the per
         share redemption or repurchase price received by a holder or holders of
         Common Stock with respect to such rights, options or warrants (assuming
         such holder had retained such rights, options or warrants), made to all
         holders of Common Stock as of the date of such redemption or
         repurchase, and (II) in the case of such rights, options or warrants
         that shall have expired or been terminated without exercise thereof,
         the Conversion Rate shall be readjusted as if such expired or
         terminated rights and warrants had not been issued.

                  For purposes of this Section 110(g)(iv) and Section 110(g)(i)
         and Section 110(g)(ii), any dividend or distribution to which this
         Section 110(g)(iv) is applicable that also includes shares of Common
         Stock, or rights, options or warrants to subscribe for or purchase
         shares of Common Stock (or both), shall be deemed instead to be (x) a
         dividend or distribution of the evidences of indebtedness, assets or
         shares of capital stock other

                                       21



         than such shares of Common Stock or rights, options or warrants (and
         any Conversion Rate adjustment required by this Section 110(g)(iv) with
         respect to such dividend or distribution shall then be made)
         immediately followed by (y) a dividend or distribution of such shares
         of Common Stock or such rights, options or warrants (and any further
         Conversion Rate adjustment required by Sections 110(g)(i) and 110(g)
         (ii) with respect to such dividend or distribution shall then be made),
         except any shares of Common Stock included in such dividend or
         distribution shall not be deemed "outstanding at the close of business
         on the date fixed for such determination" within the meaning of Section
         110(g)(i).

                  (v) In case the Company shall make any dividend or
         distribution consisting exclusively of cash to all holders of
         outstanding shares of Common Stock (excluding (I) any dividend or
         distribution in connection with the liquidation, dissolution or winding
         up of the Company, or (II) any quarterly cash dividend on Common Stock
         to the extent that the aggregate cash dividend per share of Common
         Stock in any quarter does not exceed the dividend threshold amount
         ($0.645 initially being the "Dividend Threshold Amount" and such amount
         being subject to adjustment from time to time in a manner inversely
         proportional to adjustments to the Conversion Rate, provided that there
         shall be no adjustment to the Dividend Threshold Amount for adjustments
         to the Conversion Rate under this Section 110(g)(v))), then the
         Conversion Rate will be adjusted by multiplying the applicable
         Conversion Rate by a fraction, the numerator of which will be the
         Current Market Price minus the Dividend Threshold Amount and the
         denominator of which will be the Current Market Price minus the amount
         per share of such dividend or distribution, such adjustment to be
         effective immediately prior to the opening of business on the day
         following the date fixed for the determination of stockholders entitled
         to receive such distribution; provided that if an adjustment is
         required to be made under this clause as a result of a distribution
         that is not a quarterly dividend, the dividend threshold amount will be
         deemed to be zero; and provided further that if the portion of the cash
         so distributed applicable to one share of Common Stock is equal to or
         greater than the Current Market Price on the date fixed for the
         determination of stockholders entitled to receive such distribution, in
         lieu of the foregoing adjustment, adequate provision shall be made so
         that each Holder shall have the right to receive upon conversion the
         amount of cash such Holder would have received had such Holder
         converted each Series G Senior Note on the date fixed for such
         determination.

                  (vi) If a tender or exchange offer made by the Company or any
         Subsidiary for all or any portion of the Common Stock expires and such
         tender or exchange offer (as amended up to the expiration thereof)
         requires the payment to tendering stockholders of consideration per
         share of Common Stock having a Fair Market Value (as determined by the
         Board of Directors, whose determination shall be conclusive and
         described in a Board Resolution) that as of the last time (the
         "Expiration Time") tenders or exchanges may be made under such tender
         or exchange offer (as it may be amended) exceeds the average of the
         Last Reported Sale Price of a share of Common Stock for each of the 10
         consecutive Trading Days next succeeding the Expiration Time, the
         Conversion Rate shall be increased by multiplying the Conversion Rate
         in effect immediately before the Expiration Time by a fraction, (I) the
         numerator of which shall be the sum of (x) the Fair Market Value (as
         determined by the Board of Directors, whose determination shall be
         conclusive

                                       22



         and described in a Board Resolution) of the aggregate consideration
         payable to stockholders based on the acceptance (up to any maximum
         specified in the terms of the tender or exchange offer) of all shares
         validly tendered or exchanged and not withdrawn as of the Expiration
         Time (the shares deemed so accepted, up to any such maximum, being
         referred to as the "Purchased Shares") and (y) the product of the
         number of shares of Common Stock outstanding (less any Purchased
         Shares) at the Expiration Time and the average of the Last Reported
         Sale Price of a share of Common Stock for each of the 10 consecutive
         Trading Days next succeeding the Expiration Time, and (II) the
         denominator of which shall be the number of shares of Common Stock
         outstanding (including any tendered or exchanged shares) at the
         Expiration Time multiplied by the average of the Last Reported Sale
         Price of a share of Common Stock for each of the 10 consecutive Trading
         Days next succeeding the Expiration Time, such adjustment to become
         effective immediately prior to the opening of business on the day
         following the Expiration Time. If the Company is obligated to purchase
         shares under any such tender or exchange offer, but the Company is
         permanently prevented by applicable law from effecting any such
         purchases or all such purchases are rescinded, the Conversion Rate
         shall again be adjusted to be the Conversion Rate that would then be in
         effect if such tender or exchange offer had not been made.

                  (vii) The reclassification of Common Stock into securities
         including securities other than Common Stock (other than any
         reclassification upon an event to which Section 110(h)(iv) applies)
         shall be deemed to involve (a) a distribution of such securities other
         than Common Stock to all holders of Common Stock (and the effective
         date of such reclassification shall be deemed to be "the date fixed for
         the determination of stockholders entitled to receive such
         distribution" and the "date fixed for such determination" within the
         meaning of Section 110(g)(iv)), and (b) a subdivision, split or
         combination, as the case may be, of the number of shares of Common
         Stock outstanding immediately prior to such reclassification into the
         number of shares of Common Stock outstanding immediately thereafter
         (and the effective date of such reclassification shall be deemed to be
         "the day upon which such subdivision or split becomes effective" or
         "the day upon which such combination becomes effective," as the case
         may be, and "the day upon which such subdivision, split or combination
         becomes effective" within the meaning of Section 110(g)(iii)).

                  (viii) In the event that the Company makes a distribution to
         all holders of its Common Stock consisting of capital stock of, or
         similar equity interests in, a subsidiary or other business unit of the
         Company, the Conversion Rate shall be adjusted by dividing the
         Conversion Rate in effect immediately prior to the close of business on
         the date fixed for the determination of stockholders entitled to
         receive such distribution by a fraction of which the numerator shall be
         the Spin-off Market Price per share of the Common Stock and the
         denominator shall be the Spin-off Market Price per share of the Common
         Stock plus the Spin-off Market Price per share or similar equity
         interest of the subsidiary or other business unit of the Company, such
         adjustment to become effective 10 Trading Days after the effective date
         of such distribution of capital stock of, or similar equity interest
         in, a subsidiary or other business unit of the Company; provided that
         if (x) the average of the Spin-Off Market Price of the Common Stock
         minus (y) the Spin-Off Market Price of the securities distributed in
         respect of each share of Common Stock for

                                       23



         which this Section 110(g)(viii) applies is less than $1.00, then the
         adjustment provided by for by this Section 110(g)(viii) shall not be
         made and in lieu thereof the provisions of Section 110(g)(iv) shall
         apply to such distribution. In any case in which this Section 110(g)
         (viii) is applicable, Sections 110(g)(i), (ii) and (iv) shall not be
         applicable.

                  (ix) All adjustments to the Conversion Rate, shall be
         calculated to the nearest 1/10,000th of a share of Common Stock (or if
         there is not a nearest 1/10,000th of a share to the next lower
         1/10,000th of a share). No adjustment in the Conversion Rate shall be
         required unless such adjustment would require an increase or decrease
         of at least one percent therein; provided, however, that any
         adjustments which by reason of this subparagraph are not required to be
         made shall be carried forward and taken into account in any subsequent
         adjustment.

                  (x) Notwithstanding the provisions of Section 110(g)(ii) or
         (iv), no adjustment shall be made thereunder, nor shall an adjustment
         be made to the ability of a Holder of a Series G Senior Note to
         convert, for any distribution described therein if the Holder will
         otherwise participate in the distribution without conversion of such
         Holder's Series G Senior Notes.

                  (xi) So long as each share of Common Stock issued upon
         conversion of the Series G Senior Notes is entitled to receive the
         appropriate number of Rights, if any, that shares of Common Stock are
         entitled to receive in accordance with the terms of any Rights
         Agreement, there shall not be any adjustment to the Conversion Rate as
         a result of the issuance of Rights under a Rights Agreement; provided
         that an adjustment to the Conversion Rate shall be made in accordance
         with Section 110(g)(iv) if the Rights separate from the Common Stock.

                  (xii) For purposes of this Section 110(g), "Fair Market Value"
         means the amount that a willing buyer would pay a willing seller in an
         arm's-length transaction. In the case of marketable equity securities,
         the Fair Market Value shall be determined based on the prevailing
         market price of such securities.

         (h) Conversion rate adjustments:

                       (i) No adjustment to the Conversion Rate need be made:

                           (1) upon the issuance of any shares of Common Stock
                  pursuant to any present or future plan providing for the
                  reinvestment of dividends or interest payable on securities of
                  the Company and the investment of additional optional amounts
                  in shares of Common Stock under any plan;

                           (2) upon the issuance of any shares of Common Stock
                  or options or rights to purchase those shares pursuant to any
                  present or future employee, director or consultant benefit
                  plan or program of or assumed by the Company or any of its
                  Subsidiaries;

                           (3) upon the issuance of any shares of Common Stock
                  pursuant to any option, warrant, right, or exercisable,
                  exchangeable or convertible security not

                                       24



                 described in (2) above and outstanding as of the date the
                 Series G Senior Notes were first issued;

                           (4) for a change in the par value of the Common
                 Stock; or

                           (5) for accrued and unpaid interest.

                           To the extent the Series G Senior Notes become
                 convertible into cash, assets or property (other than capital
                 stock of the Company or securities to which Section 110(h)(iv)
                 applies), no adjustment shall be made thereafter as to the
                 cash, assets or property. Interest shall not accrue on such
                 cash, assets or property.

                 (ii) Whenever the Conversion Rate is adjusted, the Company
         shall promptly mail to Holders a notice of the adjustment. The Company
         shall file with the Trustee and the Conversion Agent such notice. The
         certificate shall, absent manifest error, be conclusive evidence that
         the adjustment is correct. Neither the Trustee nor any Conversion Agent
         shall be under any duty or responsibility with respect to any such
         certificate except to exhibit the same to any Holder desiring
         inspection thereof.

                 (iii) The Company may make such increases in the Conversion
         Rate, in addition to those required by Section 110(g), as the Board of
         Directors considers to be advisable to avoid or diminish any income tax
         to holders of Common Stock or rights to purchase Common Stock resulting
         from any dividend or distribution of stock (or rights to acquire stock)
         or from any event treated as such for income tax purposes. To the
         extent permitted by applicable law, the Company may from time to time
         increase the Conversion Rate by any amount if the Board of Directors
         shall have made a determination that such increase would be in the best
         interests of the Company, which determination shall be conclusive.
         Whenever the Conversion Rate is so increased, the Company shall mail to
         Holders and file with the Trustee and the Conversion Agent a notice of
         such increase. Neither the Trustee nor any Conversion Agent shall be
         under any duty or responsibility with respect to any such notice except
         to exhibit the same to any Holder desiring inspection thereof. The
         notice shall state the increased Conversion Rate and the period it
         shall be in effect.

                 (iv) If any of the following events occur, namely (a) any
         reclassification or change of outstanding shares of Common Stock (other
         than a change in par value, or from par value to no par value, or from
         no par value to par value, or as a result of a subdivision or
         combination), (b) any consolidation, merger or binding share exchange
         of the Company with another Person as a result of which holders of
         Common Stock shall be entitled to receive stock, securities or other
         property or assets (including cash) with respect to or in exchange for
         such Common Stock or (c) any sale or conveyance of all or substantially
         all of the assets of the Company to any other Person as a result of
         which holders of Common Stock shall be entitled to receive stock,
         securities or other property or assets (including cash) with respect to
         or in exchange for such Common Stock, then the Conversion Rate will not
         be adjusted. If any of the events described in the preceding sentence
         occur, the Company or the successor or purchasing Person, as the case
         may be, shall execute with the Trustee a supplemental indenture or
         otherwise amend the terms of the Series G Senior Notes, to provide that
         each Series G Senior Note shall be convertible

                                       25



         into the kind and amount of shares of stock, other securities or
         property or assets (including cash) that the Holder of the Series G
         Senior Note would have received upon such reclassification, change,
         consolidation, merger, binding share exchange, sale or conveyance if
         such Holder had converted such Series G Senior Note into the number of
         shares of Common Stock issuable upon conversion of such Series G Senior
         Note immediately prior to such reclassification, change, consolidation,
         merger, combination, binding share exchange, sale or conveyance. Such
         supplemental indenture or other amendment to the Series G Senior Notes
         shall provide for adjustments which shall be as nearly equivalent as
         may be practicable to the adjustments provided for in Section 110(g).
         The Company shall cause notice of the execution of such supplemental
         indenture or amendment of the Series G Senior Notes to be mailed to
         each Holder, at its address appearing on the Series G Senior Note
         register, within 20 days after execution thereof. Failure to deliver
         such notice shall not affect the legality or validity of such
         supplemental indenture. The above provisions of this Section shall
         similarly apply to successive reclassifications, changes,
         consolidations, mergers, combinations, binding share exchanges, sales
         and conveyances. If this Section 110(h)(iv) applies to any event or
         occurrence, Section 110(g) shall not apply.

                  (v) The Trustee and any other Conversion Agent shall not at
         any time be under any duty or responsibility to any Holder to either
         calculate the Conversion Rate or determine whether any facts exist
         which may require any adjustment of the Conversion Rate, or with
         respect to the nature or extent or calculation of any such adjustment
         when made, or with respect to the method employed herein, or in any
         supplemental indenture provided to be employed, in making the same and
         shall be protected in relying upon an Officers' Certificate with
         respect to the same. The Trustee and any other Conversion Agent shall
         not be accountable with respect to the validity or value (or the kind
         or amount) of any shares of Common Stock, or of any securities or
         property, which may at any time be issued or delivered upon the
         conversion of any Series G Senior Notes and the Trustee and any other
         Conversion Agent make no representations with respect thereto. Neither
         the Trustee nor any Conversion Agent shall be responsible for any
         failure of the Company to issue, transfer or deliver any shares of
         Common Stock or stock certificates or other securities or property or
         cash upon the surrender of any Series G Senior Notes for the purpose of
         conversion or to comply with any of the duties, responsibilities or
         covenants of the Company contained in this Section 110. Without
         limiting the generality of the foregoing, neither the Trustee nor any
         Conversion Agent shall be under any responsibility to determine the
         correctness of any provisions contained in any supplemental indenture
         entered into pursuant to Section 110(h)(iv) relating either to the kind
         or amount of shares of stock or securities or other property or assets
         (including cash) receivable by Holders upon the conversion of their
         Series G Senior Notes after any event referred to in such Section
         110(h)(iv) or to any adjustment to be made with respect thereto, but,
         subject to the provisions of Article Six of the Indenture, may accept
         as conclusive evidence of the correctness of any such provisions, and
         shall be protected in relying upon, the Officers' Certificate (which
         the Company shall be obligated to file with the Trustee prior to the
         execution of any such supplemental indenture) with respect thereto.
         Neither the Trustee nor the Conversion Agent shall be responsible for
         determining whether any event contemplated by the fourth paragraph of
         the reverse of the Series G Senior Notes has occurred which makes the
         Series G Senior Notes eligible for

                                       26



         conversion or no longer eligible therefor until the Company has
         delivered to the Trustee and the Conversion Agent an Officers'
         Certificate stating that such event has occurred, on which Certificate
         the Trustee and the Conversion Agent may conclusively rely, and the
         Company agrees to deliver such Officers' Certificate to the Trustee and
         the Conversion Agent immediately after the occurrence of any such
         event.

                  (vi) After an adjustment to the Conversion Rate under Section
         110(g), any subsequent event requiring an adjustment under Section
         110(g) shall cause an adjustment to the Conversion Rate as so adjusted.

                  (vii) Whenever successive adjustments to the Conversion Rate
         are called for pursuant to Sections 110(g) or 110(h), such adjustments
         shall be made to the Current Market Price as may be necessary or
         appropriate to effectuate the intent of 110(g) or 110(h) and to avoid
         unjust or inequitable results as determined in good faith by the Board
         of Directors.

         (i) On conversion of a Series G Senior Note, that portion of accrued
and unpaid interest on the converted Series G Senior Note attributable to the
period from the most recent Interest Payment Date (or, if no Interest Payment
Date has occurred, from the Original Issue Date) through the Conversion Date and
Tax Original Issue Discount accrued through the Conversion Date with respect to
the converted Series G Senior Note shall not be cancelled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through delivery of the Common Stock (together with any cash payment in lieu of
fractional shares) in exchange for the Series G Senior Note being converted
pursuant to the provisions hereof, and the fair market value of such shares of
Common Stock (together with any such cash payment in lieu of fractional shares)
shall be treated as issued, to the extent thereof, first in exchange for accrued
and unpaid interest and Tax Original Issue Discount accrued through the
Conversion Date and the balance, if any, of such fair market value of such
Common Stock (and any such cash payment), shall be treated as issued in exchange
for the principal amount of the Series G Senior Note being converted pursuant to
the provisions hereof.

         SECTION 111. Additional Events of Default. In addition to those matters
set forth in Section 501 of the Original Indenture, an "Event of Default" with
respect to the Series G Senior Notes shall also mean any of the following
events:

         (i) default in the payment of any interest upon the Series G Senior
Notes when it becomes due and payable, and continuance of such default for a
period of 30 days; or

         (ii) default in the payment of the principal of the Series G Senior
Notes, at their Maturity, upon a redemption by the Company pursuant to Section
106, or pursuant to the Company's obligation to repurchase Series G Senior Notes
upon the occurrence of a Fundamental Change pursuant to Section 107 or upon the
exercise by a holder of its option to require the Company to repurchase such
holder's Series G Senior Notes pursuant to Section 108;

         (iii) default in the Company's obligation to convert the Series G
Senior Notes upon exercise of a Holder's conversion right; or

                                       27



     (iv) failure to provide notice of a Fundamental Change on or before the
30/th/ day after the occurrence of such Fundamental Change.

     SECTION 112. Amendments; Waiver. In addition to those matters set forth in
Section 902 of the Original Indenture, with respect to the Series G Senior
Notes, no amendment or supplemental indenture shall without the consent of the
Holder of each Series G Senior Note affected thereby:

     (i) reduce the Redemption Price, Purchase Price or Fundamental Change
Purchase Price of the Series G Senior Notes; or

     (ii) make any change that adversely affects the Holders' right to convert
the Series G Senior Notes in accordance with their terms and Indenture.

     In addition, with respect to the Series G Senior Notes, to the extent set
forth in Section 513 of the Original Indenture, the Holders of at least a
majority in aggregate principal amount of the Outstanding Series G Senior Notes
may waive an existing default other than: (I) any default by the Company in any
payment of the Redemption Price, Purchase Price or Fundamental Change Purchase
Price with respect to any Series G Senior Notes, or (II) any default which
constitutes a failure to convert any Series G Senior Note in accordance with its
terms and the Indenture.

     SECTION 113. Register of Securities; Paying Agent; Conversion Agent.
Initially, the Trustee shall act as Paying Agent, Conversion Agent and Security
Registrar with respect to the Series G Senior Notes with the Place of Payment
for the Series G Senior Notes initially being the Corporate Trust Office. The
Company may appoint and change any Paying Agent, Conversion Agent, Security
Registrar or co-registrar or approve a change in the office through which any
Paying Agent acts without notice, other than notice to the Trustee. The Company
or any of its Subsidiaries or any of their Affiliates may act as Paying Agent,
Conversion Agent, Security Registrar or co-registrar.

     SECTION 114. Calculations. The Company will be responsible for making all
calculations called for under the Series G Senior Notes. These calculations
include, but are not limited to, determination of the Trading Price, Current
Market Price, Last Reported Sale Price, Spin-off Market Price, accrued interest
payable (including any Contingent Interest) on the Series G Senior Notes and
Conversion Rate of the Series G Senior Notes. The Company will make these
calculations in good faith and, absent manifest error, these calculations will
be final and binding on the Holders. Promptly after the calculation thereof, the
Company will provide to each of the Trustee and the Conversion Agent an
Officers' Certificate setting forth a schedule of its calculations and each of
the Trustee and the Conversion Agent is entitled to conclusively rely upon the
accuracy of such calculations without independent verification; provided,
however, that in connection with the Company's obligation to pay Contingent
Interest under Section 103(b) hereof, the Company shall determine whether
Contingent Interest is payable with respect to an Interest Period and shall
deliver to the Trustee and the Paying Agent no later than the first Business Day
of each Interest Period with respect to which it has determined that Contingent
Interest is payable an Officers' Certificate evidencing such determination,
setting forth the

                                       28



calculations on which such determination is based and setting forth the amount
of interest which will accrue on the Series G Senior Notes during such Interest
Period. The Trustee and the Paying Agent may conclusively rely on such Officers'
Certificate and may conclusively assume that no Contingent Interest is payable
for any Interest Period for which they have not received such Officers'
Certificate. The Trustee and the Paying Agent shall not be responsible for
making any calculation or determination referred to in this Section 114. The
Trustee will forward the Company's calculations to any Holder upon the request
of such Holder.

     SECTION 115. Tax Treatment. The Company agrees, and by acceptance of
beneficial ownership interest in the Series G Senior Notes each beneficial
holder of Series G Senior Notes will be deemed to have agreed, for United States
federal income tax purposes (1) to treat the Series G Senior Notes as
indebtedness that is subject to Treas. Reg. Sec. 1.1275-4 (the "Contingent
Payment Regulations") and, for purposes of the Contingent Payment Regulations,
to treat the fair market value of any stock beneficially received by a
beneficial holder upon any conversion of the Series G Senior Notes as a
contingent payment and (2) to be bound by the Company's determination of the
"comparable yield" and "projected payment schedule," within the meaning of the
Contingent Payment Regulations, with respect to the Series G Senior Notes. A
Holder of Series G Senior Notes may obtain the issue price, the amount of
original issue discount, issue date, yield to maturity, comparable yield and
projected payment schedule for the Series G Senior Notes by submitting a written
request for such information to the Company at the following address: Dominion
Resources, Inc., 120 Tredegar Street, Richmond, Virginia 23219, Attention:
Corporate Secretary.

     SECTION 116. Sinking Fund. The Series G Senior Notes shall not have a
sinking fund.

     SECTION 117. Additional Interest. Any principal of and installment of
interest on the Series G Senior Notes that is overdue shall bear interest at the
rate of 2.125% (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand.

     SECTION 118. Limitation on Liens. The Company will not, while any of the
Series G Senior 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 Series G Senior 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:

     (a) purchase money mortgages, or other purchase money liens, pledges,
security interests or encumbrances of any kind upon property hereafter acquired
by the Company, or Liens of any kind existing on any property or any shares of
stock at the time of the acquisition

                                       29



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;

     (b) 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 Series G Senior 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 Series G Senior 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;

     (c) Liens in favor of the United States (or any State), any foreign country
or any department, agency or instrumentality or political subdivision of any
such jurisdiction, to secure partial, progress, advance or other payments
pursuant to any contract or statute or to secure any indebtedness incurred for
the purpose of financing all or any part of the purchase price or the cost of
constructing or improving the property subject to such mortgages, including,
without limitation, mortgages to secure indebtedness of the pollution control or
industrial revenue bond type;

                                       30



     (d) 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;

     (e) 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;

     (f) 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 Series G Senior 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;

     (g) 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;

     (h) 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

     (i) any other Lien not excepted by the foregoing clauses (1) through (8);
provided that immediately after the creation or assumption of such Lien, the
aggregate principal amount of indebtedness for borrowed money of the Company
secured by all Liens created or assumed under the provisions of this clause (9)
shall not exceed an amount equal to 10% of the common shareholders' equity of
the Company, as shown on its consolidated balance sheet for the accounting
period occurring immediately prior to the creation or assumption of such Lien.

     This Section 118 has been included in this Twenty-Third Supplemental
Indenture expressly and solely for the benefit of the Series G Senior Notes and
shall be subject to covenant defeasance pursuant to Section 402(3) of the
Original Indenture.

                                       31



                                   ARTICLE II
                            MISCELLANEOUS PROVISIONS

     SECTION 201. Recitals by Company. The recitals in this Twenty-Third
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 Series G Senior Notes and of this Twenty-Third
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 Twenty-Third Supplemental
Indenture shall be read, taken and construed as one and the same instrument.

     SECTION 203. Executed in Counterparts. This Twenty-Third 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
Series G Senior 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; and
provided further that delivery by any such subsidiary of shares of Common Stock
upon conversion of the Series G Senior Notes shall be effected in a manner that
is exempt from registration under the Securities Act of 1933, as amended,
pursuant to Section 3(a)(9) thereof. The rights and obligations of the Company
under the Indenture with respect to the Series G Senior Notes may also be
assigned by the Company in connection with a transaction described in Article
Eight of the Original Indenture.

                                       32



                  IN WITNESS WHEREOF, each party hereto has caused this
instrument to be signed in its name and behalf by its duly authorized officer,
all as of the day and year first above written.

                                   DOMINION RESOURCES, INC.

                                   By:_________________________________________

                                   Name:
                                   Title:

                                   JPMORGAN CHASE BANK, as Trustee

                                   By:__________________________________________

                                   Name:________________________________________
                                   Title:_______________________________________

                                       33



                                    EXHIBIT A

                                     FORM OF
                  2003 SERIES G 2.125% CONVERTIBLE SENIOR NOTE
                                    DUE 2023

         [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.] OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO [CEDE & CO.], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, [CEDE & CO.], HAS AN INTEREST HEREIN.]**

         [THIS SERIES G SENIOR NOTE 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 SERIES G SENIOR NOTE MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SERIES G
SENIOR NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]**

                 ==============================================
                            DOMINION RESOURCES, INC.

                 ==============================================
                                  $___,000,000
                  2003 SERIES G 2.125% CONVERTIBLE SENIOR NOTE
                                    DUE 2023

No. R-                                                       CUSIP No. 25746UAP4

         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
"Holder"), the principal sum of _____________________ Dollars ($___________) on
December 15, 2023 and to pay interest thereon from December 11, 2003 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually in arrears on June 15 and December 15 of each year,
commencing on June 15, 2004, at the rate of 2.125% per annum, until the
principal hereof is paid or made available for

_______________________
** Insert in Global Securities.



payment, provided that any principal, and any such installment of interest, that
is overdue shall bear interest at the rate of 2.125% per annum (to the extent
that the payment of such interest shall be legally enforceable), from the dates
such amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Series G Senior Note
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the close of
business on the Business Day preceding such Interest Payment Date; provided,
that with respect to Series G Senior Notes that are not represented by one or
more Global Securities, the Regular Record Date shall be the close of business
on the 15/th/ calendar day (whether or not a Business Day) preceding such
Interest Payment Date. 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 Series G Senior Note (or
one or more Predecessor Securities) 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 Series G Senior Notes
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 on which the Series G Senior Notes may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in
said Indenture.

         Payments of interest on the Series G Senior Notes will include interest
accrued to but excluding the respective Interest Payment Date, Redemption Date,
Put Date or Fundamental Change Purchase Date, as the case may be. Interest
payments for the Series G Senior Notes shall be computed and paid on the basis
of a 360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Series G Senior Notes is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or payment in respect of
any such delay), in each case with the same force and effect as if made on the
date the payment was originally payable.

         Payment of the principal of and interest on this Series G Senior Note
will be made at the office of the Paying Agent, in the Borough of Manhattan,
City and State of New York, 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; provided, however, that at the option of the Company payment of
interest may be made (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or (ii) by wire
transfer at such place and to such account at a banking institution in the
United States as may be designated in writing to the Trustee at least sixteen
(16) days prior to the date for payment by the Person entitled thereto.

         The Securities of this series shall be redeemable, in whole or from
time to time in part, at the option of the Company on any date on or after
December 20, 2006 (a "Redemption Date"), at a Redemption Price equal to 100% of
the principal amount of the Securities of this series to be redeemed plus any
accrued and unpaid interest on the principal amount to be redeemed to but
excluding the Redemption Date.

         Notice of any redemption by the Company will be mailed at least 20 days
but not more than 60 days before any Redemption Date to each Holder of
Securities of this series to be

                                       2



redeemed. If Notice of a redemption is provided and funds are deposited as
required, interest will cease to accrue on and after the Redemption Date on the
Securities of this series or portions of Securities of this series called for
redemption. In the event that any Redemption Date is not a Business Day, the
Company will pay the Redemption Price on the next Business Day without any
additional interest or other payment due. If less than all the Securities of
this series are to be redeemed at the ption of the Company, the Trustee shall
select, in such manner as it shall deem fair and appropriate, the Securities of
this series to be redeemed in whole or in part. The Trustee may select for
redemption Securities of this series and portions of the Securities of this
series in amounts of whole multiples of $1,000.

         A Holder shall have the option to require the Company to purchase any
or all of the Securities of this series held by such Holder on December 15,
2006, December 15, 2008, December 15, 2013 and December 15, 2018 (each, a "Put
Date") at a purchase price (the "Purchase Price") equal to the principal amount
of the Securities of this series to be purchased plus any accrued and unpaid
interest to but excluding the Put Date, upon delivery of a Put Notice containing
the information set forth in the Indenture, from the opening of business on the
date that is 25 Business Days prior to such Put Date until the close of business
on the fifth Business Day prior to such Put Date and upon delivery of the
Securities of this series to the Paying Agent by the Holder as set forth in the
Indenture.

         If a Fundamental Change shall occur at any time prior to Stated
Maturity, each Holder shall have the right, at such Holder's option and subject
to the terms and conditions of the Indenture, to require the Company to purchase
any or all of such Holder's Securities of this series or any portion of the
principal amount thereof that is equal to $1,000 or an integral multiple of
$1,000 on the date designated by the Company that is no later than 30 days after
the date of the Company Purchase Notice of the occurrence of the Fundamental
Change (subject to extension to comply with applicable law) for a Fundamental
Change Purchase Price equal to the principal amount of Securities of this series
purchased plus accrued and unpaid interest to but excluding the Fundamental
Change Purchase Date upon delivery of a Fundamental Change Purchase Notice
containing the information set forth in the Indenture.

         Holders have the right to withdraw any Put Notice or Fundamental Change
Purchase Notice, as the case may be, by delivery to the Paying Agent of a
written notice of withdrawal in accordance with the provisions of the Indenture.

         If cash sufficient to pay a Fundamental Change Purchase Price or
Purchase Price, as the case may be, of all Securities of this series or portions
thereof to be purchased as of the Fundamental Change Purchase Date or the Put
Date, as the case may be, is deposited with the Paying Agent on the Fundamental
Change Purchase Date or the Put Date, as the case may be, interest shall cease
to accrue on such Securities of this series (or portions thereof) on and after
such date, and the Holder thereof shall have no other rights as such (other than
the right to receive the Fundamental Change Purchase Price or Purchase Price, as
the case may be, upon surrender of such Note).

         In the event of redemption or purchase of this Security in part only, a
new Security or Securities of this series and of like tenor for the unredeemed
or unpurchased portion hereof will be issued in the name of the Holder hereof
upon the surrender hereof.

                                       3



         The Securities of this series shall not have a sinking fund.

         Reference is hereby made to the further provisions of this Series G
Senior Note set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Series G
Senior Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

                                       4



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:                                   DOMINION RESOURCES, INC.



                                         By:____________________________________
                                         Name:
                                         Title:

                                       5



                         REVERSE OF SERIES G SENIOR NOTE

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of June 1, 2000, as heretofore supplemented
and amended and as further supplemented by a Twenty-Third Supplemental Indenture
dated as of December 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 (herein called the
"Trustee", which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof (the "Series G Senior Notes"), which
is unlimited in aggregate principal amount.

         The Company shall pay Contingent Interest in cash to the Holders of the
Securities of this series in respect of any six-month period from June 15 to
December 14 and from December 15 to June 14, commencing with the six-month
period beginning December 15, 2006, if the average Trading Price for each $1,000
principal amount of the Securities of this series for the Applicable Five
Trading Day Period with respect to such Interest Period equals 120% or more of
such principal amount of the Securities of this series. The amount of Contingent
Interest payable per $1,000 principal amount of Securities of this series in
respect of any Interest Period shall equal 0.25% of the average Trading Price
for each $1,000 principal amount of the Securities of this series for the
Applicable Five Day Trading Period with respect to such Interest Period.
Contingent Interest, if any, will accrue from June 15 or December 15, as
applicable, and will be payable in the same manner, at the same times and to the
same Persons as ordinary interest. All payments of Contingent Interest shall be
made in cash.

         Upon determination that Holders of the Securities of this series will
be entitled to receive Contingent Interest during an Interest Period, as
promptly as practicable after such determination, the Company shall provide
notice thereof to the Holders of the Securities.

         Subject to the procedures set forth in the Indenture, a Holder may
convert Securities of this series into Common Stock of the Company on or before
the close of business on December 14, 2023 during the periods and upon
satisfaction of at least one of the conditions set forth below:

                  (a) in any calendar quarter after the quarter ended March 31,
         2004 (and only during such calendar quarter) if the Last Reported Sale
         Price for the Common Stock for at least 20 Trading Days during the
         period of 30 consecutive Trading Days ending on the last Trading Day of
         the previous calendar quarter equals or exceeds 120% of the Conversion
         Price on such last Trading Day;

                  (b) to the extent that the Company calls this Security or any
         portion thereof for redemption, in the case of such Security or portion
         thereof, at any time prior to the close of business on the Business Day
         immediately preceding the Redemption Date;

                                       6



                  (c) (1) if the Company elects to (A) distribute to all holders
         of Common Stock rights entitling them to purchase, for a period
         expiring within 45 days after the date of such distribution, shares of
         Common Stock at less than the Last Reported Sale Price on the Trading
         Day immediately preceding the declaration date of such distribution or
         (B) distribute to all holders of Common Stock assets, debt securities
         or rights to purchase securities of the Company, which distribution has
         a per share value as determined by the Company's Board of Directors and
         set forth in a Board Resolution exceeding 5% of the Last Reported Sale
         Price of the Common Stock on the Trading Day immediately preceding the
         declaration date for such distribution. In the case of the foregoing
         clauses (A) and (B), the Company must notify the Holders of the
         Securities of this series at least 20 Business Days prior to the
         ex-dividend date for such distribution. Once the Company has given such
         notice, Holders of the Securities of this series may surrender such
         Securities for conversion at any time thereafter until the earlier of
         the close of business on the Business Day prior to the ex-dividend date
         or the Company's announcement that such distribution will not take
         place. Notwithstanding the foregoing, a Holder of the Securities of
         this series may not exercise the foregoing right to convert if the
         Holder may participate in the distribution without converting its
         Securities. As used herein, the term "ex date," when used with respect
         to any issuance or distribution, shall mean the first date on which the
         Common Stock trades regular way on such exchange or in such market
         without the right to receive such issuance or distribution; or (2) in
         the event that the Company becomes a party to a consolidation, merger,
         binding share exchange or transfer of all or substantially all its
         assets pursuant to which the Common Stock would be converted into cash
         or property (other than securities), at any time from and after the
         date which is 15 days prior to the anticipated effective date of the
         transaction until 15 days after the actual effective date of such
         transaction (or, if such consolidation, merger, share exchange or
         transfer of assets is a Fundamental Change, until the Fundamental
         Change Purchase Date); or

                  (d) during any period that (1) the long-term credit ratings
         assigned to the Securities of this series by both Moody's Investors
         Service, Inc. and Standard & Poor's Ratings Services are lower than
         Baa3 and BBB-, respectively; (2) both Moody's Investors Service, Inc.
         and Standard & Poor's Ratings Services no longer rate the Securities of
         this series or have withdrawn their ratings with respect to the
         Securities of this series; or (3) either Moody's Investors Service,
         Inc. or Standard & Poor's Ratings Services no longer rates the
         Securities of this series or has withdrawn or suspended such rating and
         the remaining rating is lower than Baa3 or BBB-, as applicable
         (references to Moody's Investors Service, Inc. and Standard & Poor's
         Ratings Services include any successors to those entities).

         Securities of this series in respect of which a Holder has delivered a
notice of exercise of the option to require the Company to purchase such
Securities of this series may be converted only if the notice of exercise is
withdrawn in accordance with the terms of the Indenture.

         The initial Conversion Rate is 13.5865 shares of Common Stock per
$1,000 principal amount, subject to adjustment in certain events described in
the Indenture. The Company shall deliver cash in lieu of any fractional share of
Common Stock.

                                       7



         Holders of Securities of this series at the close of business on a
Regular Record Date will receive payment of interest payable on the
corresponding Interest Payment Date notwithstanding the conversion of such
Securities of this series at any time after the close of business on such
Regular Record Date. Securities of this series surrendered for conversion during
the period from the close of business on any Regular Record Date to the opening
of business on the corresponding Interest Payment Date must be accompanied by
payment of an amount equal to the interest that the Holder is to receive on the
Securities of this series (except with respect to Securities of this series in
respect of which a Redemption Date or Fundamental Change Purchase Date has been
set that falls within this period or on such Interest Payment Date or to the
extent any overdue interest (or Contingent Interest, if any) exists at the time
of such conversion). Except as described above, no payment or adjustment will be
made for accrued interest on converted Securities of this series.

         To convert the Securities of this series a Holder must (1) complete and
manually sign the irrevocable conversion notice on the back of the Securities of
this series (or complete and manually sign a facsimile of such notice) and
deliver such notice to the Conversion Agent at the office maintained by the
Conversion Agent for such purpose, (2) surrender the Securities of this series
to the Conversion Agent, (3) furnish appropriate endorsements and transfer
documents if required by the Conversion Agent, the Company or the Trustee and
(4) pay any transfer or similar tax, if required.

         A Holder may convert a portion of the Securities of this series only if
the principal amount of such portion is $1,000 or an integral multiple of
$1,000. No payment or adjustment shall be made for dividends on the Common Stock
except as provided in the Indenture. On conversion of Securities of this series,
that portion of accrued and unpaid interest on such Securities attributable to
the period from the most recent Interest Payment Date (or, if no Interest
Payment Date has occurred, from the Original Issue Date) through the Conversion
Date and Tax Original Issue Discount accrued through the Conversion Date with
respect to such converted Securities shall not be cancelled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through delivery of the Common Stock (together with any cash payment in lieu of
fractional shares) in exchange for such Securities being converted pursuant to
the provisions hereof, and the fair market value of such shares of Common Stock
(together with any such cash payment in lieu of fractional shares) shall be
treated as issued, to the extent thereof, first in exchange for accrued and
unpaid interest and Tax Original Issue Discount accrued through the Conversion
Date and the balance, if any, of such fair market value of such Common Stock
(and any such cash payment), shall be treated as issued in exchange for the
principal amount of such Securities being converted pursuant to the provisions
hereof.

         If an Event of Default with respect to Series G Senior Notes shall
occur and be continuing, the principal of the Series G Senior 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

                                       8



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 Series G Senior Note shall be conclusive and binding upon such Holder
and upon all future Holders of this Series G Senior Note and of any Series G
Senior Note issued upon the registration of transfer hereof or in exchange
therefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Series G Senior Note.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Series G Senior 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 Series G Senior Notes, the Holders of not less than a
majority in principal amount of the Series G Senior 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 Series G Senior 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 Series G Senior 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 Series G
Senior Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, premium,
if any, and interest on this Series G Senior Note at the times, place and rate,
and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Series G Senior Note is registrable in the
Security Register, upon surrender of this Series G Senior Note for registration
of transfer at the office or agency of the Company in any place where the
principal of, premium, if any, and interest on this Series G Senior 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 Series G Senior Notes and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

         The Company will be responsible for making all calculations called for
under the Series G Senior Notes. These calculations include, but are not limited
to, determination of the Trading Price, Current Market Price, Last Reported Sale
Price, Spin-off Market Price, accrued interest payable (including any Contingent
Interest) on the Series G Senior Notes and Conversion Rate. The Company will
make these calculations in good faith and, absent manifest error, these
calculations will be final and binding on the Holders of the Series G Senior
Notes. Promptly after the calculation thereof, the Company will provide to each
of the Trustee and the Conversion Agent an Officers' Certificate setting forth a
schedule of its calculations and each of the Trustee and the Conversion Agent is
entitled to rely upon the accuracy of such calculations without

                                       9



independent verification. The Trustee will forward the Company's calculations to
any Holder upon the request of such Holder.

         The Series G Senior Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Series G Senior Notes are exchangeable for a like aggregate principal amount of
Series G Senior Notes having the same Stated Maturity and of like tenor of any
authorized denominations as requested by the Holder upon surrender of the Series
G Senior Note or Series G Senior 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 Series G Senior 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 Security is registered as the
owner hereof for all purposes, whether or not this Series G Senior Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

         The Company agrees, and by acceptance of beneficial ownership interest
in the Securities of this series each beneficial holder of such Securities will
be deemed to have agreed, for United States federal income tax purposes (1) to
treat the Securities of this series as indebtedness that is subject to Treas.
Reg. Sec. 1.1275-4 (the "Contingent Payment Regulations") and, for purposes of
the Contingent Payment Regulations, to treat the fair market value of any stock
beneficially received by a beneficial holder upon any conversion of such
Securities as a contingent payment and (2) to be bound by the Company's
determination of the "comparable yield" and "projected payment schedule," within
the meaning of the Contingent Payment Regulations, with respect to the
Securities of this series. A Holder of Securities of this series may obtain the
issue price, the amount of original issue discount, issue date, yield to
maturity, comparable yield and projected payment schedule for such Securities by
submitting a written request for such information to the Company at the
following address: Dominion Resources, Inc., 120 Tredegar Street, Richmond,
Virginia 23219, Attention: Corporate Secretary.

         All terms used in this Series G Senior Note that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                                       10



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM -                    as tenants in common

TEN ENT -                    as tenants by the entireties

JT TEN -                     as joint tenants with rights of survivorship and
                             not as tenants in common

UNIF GIFT MIN ACT -          __________________________ Custodian for
                             (Cust)

                             __________________________
                             (Minor)

                             Under Uniform Gifts to Minors Act of

                             __________________________
                             (State)

Additional abbreviations may also be used though not on the above list.
______________________________________________________________

                                       11



     FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto

_______________________________________________________________________________.

     (please insert Social Security or other identifying number of assignee)

_______________________________________________________________________________.

_______________________________________________________________________________.

_______________________________________________________________________________.


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE

the within Series G Senior Note and all rights thereunder, hereby irrevocably
constituting and appointing

_______________________________________________________________________________.

_______________________________________________________________________________.

_______________________________________________________________________________.



_______________________________________________________________________________.

_______________________________________________________________________________.

_______________________________________________________________________________.

agent to transfer said Series G Senior Note on the books of the Company, with
full power of substitution in the premises.

Dated: __________________ __, ____

                                          ______________________________________


NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular without
alteration or enlargement, or any change whatever.

                                       12



                            FORM OF CONVERSION NOTICE

To:  Dominion Resources, Inc.

     The undersigned registered holder of this Security hereby exercises the
option to convert this Security, or portion hereof (which is $1,000 principal
amount or an integral multiple thereof) designated below, for shares of Common
Stock of Dominion Resources, Inc. in accordance with the terms of the Indenture
referred to in this Security, and directs that the shares, if any, issuable and
deliverable upon such conversion, together with any check for cash deliverable
upon such conversion, and any Securities representing any unconverted principal
amount hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If shares or any portion of this
Security not converted are to be issued in the name of a Person other than the
undersigned, the undersigned shall pay all transfer taxes payable with respect
thereto.

     This notice shall be deemed to be an irrevocable exercise of the option to
convert this Security.

Dated: ________________           ____________________________________________
                                              Signature(s)

                                   Signature(s) must be guaranteed by a
                                   commercial bank or trust company or a member
                                   firm of a major stock exchange if shares of
                                   Common Stock are to be issued, or Securities
                                   are to be delivered, other than to or in the
                                   name of the registered holder.

                                   _____________________________________________
                                   Signature Guarantee

Fill in for registration of shares of Common Stock or Securities if to be issued
other than to and in the name of the registered holder:

                                                 
____________________________                        Certificate No.(s) of Securities (not required
(Name)                                              for Global Securities) __________________

___________________________
(Street Address)                                    Principal amount to be converted
___________________________________________         (if less than all):$________,000
___________________________________________
________________________________________
(City, state and zip code)
Please print name and address                       _____________________________
                                                    Social Security or Other Taxpayer Number





                   FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE

To:  Dominion Resources, Inc.

     The undersigned registered holder of this Security hereby acknowledges
receipt of a notice from Dominion Resources, Inc. (the "Company") as to the
occurrence of a Fundamental Change with respect to the Company and requests and
instructs the Company to repurchase this Security, or the portion hereof (which
is $1,000 principal amount or an integral multiple thereof) designated below, in
accordance with the terms and conditions specified in this Security and the
Indenture referred to in this Security and directs that the payment for this
Security or the portion thereof and any Securities representing any
unrepurchased principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below. If any portion
of this Security not repurchased is to be issued in the name of a Person other
than the undersigned, the undersigned shall pay all transfer taxes payable with
respect thereto.

Dated: ________________           ____________________________________________
                                              Signature(s)

                                   Signature(s) must be guaranteed by a
                                   commercial bank or trust company or a member
                                   firm of a major stock exchange if Securities
                                   are to be delivered other than to or in the
                                   name of the registered holder.

                                   ____________________________________________
                                   Signature Guarantee

Fill in for registration of Securities if to be issued other than to and in the
name of the registered holder:

                                    
____________________________           Certificate No.(s) of Securities (not required
(Name)                                 for Global Securities) __________________

_____________________________
(Street Address)                       Principal amount to be purchased
_________________________________      (if less than all): $__________,000
_________________________________
_______________________________
(City, state and zip code)
Please print name and address          ____________________________________
                                       Social Security or Other Taxpayer Number





                               FORM OF PUT NOTICE

To: Dominion Resources, Inc.

The undersigned registered holder of this Security hereby acknowledges receipt
of a notice from Dominion Resources, Inc. (the "Company") as to the holder's
option to require the Company to repurchase this Security and requests and
instructs the Company to repurchase this Security, or the portion hereof (which
is $1,000 principal amount or an integral multiple thereof) designated below, in
accordance with the terms and conditions specified in this Security and the
Indenture referred to in this Security and directs that the payment for this
Security or the portion thereof and any Securities representing any
unrepurchased principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below. If any portion
of this Security not repurchased is to be issued in the name of a Person other
than the undersigned, the undersigned shall pay all transfer taxes payable with
respect thereto.

Dated:                 ____________________________________________

                   _____________________________________________
                      Signature(s)

                   Signature(s) must be guaranteed by a commercial bank or trust
                   company or a member firm of a major stock exchange if
                   Securities are to be delivered other than to or in the name
                   of the registered holder.

                   _____________________________________________________
                      Signature Guarantee

Fill in for registration of Securities if to be issued other than to and in the
name of the registered holder:

                                   
____________________________          Certificate No.(s) of Securities (not required
(Name)                                for Global Securities) __________________
______________________________
(Street Address)                      Principal amount to be purchased
___________________________________   (if less than all):$__________,000
___________________________________
_________________________________
(City, state and zip code)
Please print name and address         ______________________________
                                      Social Security or Other Taxpayer Number





                                    EXHIBIT B
                          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

EX-5

Exhibit 5

December 8, 2003

Dominion Resources, Inc.

120 Tredegar Street

Richmond, Virginia 23219

Dominion Resources, Inc.

2003 Series G Convertible Senior Notes Due 2023

(“Series G Senior Notes”)

Ladies and Gentlemen:

We have acted as counsel to Dominion Resources, Inc. (the “Company”) in connection with the Company’s issuance of $200 million principal amount of Series G Senior Notes, as described in the Company’s prospectus supplement dated December 3, 2003 (the Prospectus Supplement”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to them in the Prospectus Supplement.

In rendering this opinion, we have examined, and with your permission have relied on, the factual statements contained in the Prospectus Supplement and on such other instruments and documents, including records of the Company and certificates of public officials and authorized representatives of the Company, as we have deemed necessary or appropriate as a basis for the opinions expressed herein (collectively, the “Opinion Documents”). With your permission, we have not undertaken any independent investigation or verification of any factual matter set forth in the Opinion Documents, and we have assumed the factual statements set forth therein to be true, accurate and complete.

This opinion is based on the current provisions of the Internal Revenue Code of 1986, as amended and Treasury Regulations promulgated thereunder, published rulings and administrative pronouncements issued by the Internal Revenue Service, judicial decisions rendered by courts of competent jurisdiction, and such other authorities as we have considered relevant. These authorities are subject to change at any time, possibly with retroactive effect, and any such change may affect the continuing validity of the opinions set forth herein. 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. Our opinion neither relates to nor purports to cover the laws, regulations, or other legal authorities of any state, local, or foreign governmental authority, nor any tax or other governmental charge, other than the United States federal income tax matters expressly herein addressed.

Based on the foregoing, and subject to the assumptions, exceptions, limitations, and qualifications set forth herein, 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 Series G Senior Notes, the discussion set forth in the Prospectus Supplement under the caption “Certain United States Federal Income Tax Considerations” is accurate in all material respects.

No ruling has or will be sought or obtained from the Internal Revenue Service regarding any of the matters on which we have opined. Moreover, this opinion is not binding upon the Internal Revenue Service or the courts and as such does not provide a guarantee of result. Thus, no assurance can be given that the Internal Revenue Service will not take positions contrary to those stated herein or that a court would not uphold such contrary positions, potentially with adverse tax consequences.

We express no opinions other than those expressed in this opinion. We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K and to references to our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the Securities Act of 1933.

Very truly yours,

/s/ McGuireWoods LLP