8-K

UNITED STATES

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 (Date of earliest event reported): June 27, 2007

DOMINION RESOURCES, INC.

(Exact name of registrant as specified in its charter)

VIRGINIA	001-08489	54-1229715
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

120 TREDEGAR STREET RICHMOND, VIRGINIA	23219
(Address of principal executive offices)	(Zip Code)

(804) 819-2000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On June 27, 2007, Dominion Resources, Inc. (the “Registrant” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with its wholly owned subsidiary, Consolidated Natural Gas Company (“CNG”), a Delaware corporation (the “Merger”).

The Merger Agreement contemplated that the Merger would become effective on June 30, 2007 (the “Effective Date”). On the Effective Date, CNG was merged into the Company, with the Company surviving as the continuing corporation. By virtue of the Merger, CNG’s separate existence ceased on the Effective Date. The Merger had no effect on the Articles of Incorporation of the Company or upon its Bylaws, as in effect prior to the Merger.

For more information on the Merger and certain agreements entered into in connection therewith, please see Items 2.03 and 8.01 of this Current Report on Form 8-K, which disclosures are incorporated herein by reference.

A copy of the Agreement and Plan of Merger referred to above and filed with the Commonwealth of Virginia State Corporation Commission (the “SCC”) is filed as Exhibit 2 to this Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Long Term Debt

Immediately prior to the Effective Date, CNG had long-term debt obligations outstanding under the following instruments: (i) that certain Indenture, dated as of May 1, 1971, between CNG and The Bank of New York (as successor trustee to JPMorgan Chase Bank (formerly The Chase Manhattan Bank, Chemical Bank and Manufacturers Hanover Trust Company)), as trustee, as heretofore supplemented (the “1971 Indenture”); (ii) that certain Indenture, dated as of April 1, 1995, between CNG and The Bank of New York (as successor trustee to United States Trust Company of New York), as trustee, as heretofore supplemented (the “1995 Indenture”); (iii) that certain Indenture, dated as of April 1, 2001, between CNG and The Bank of New York (as successor trustee to Bank One Trust Company, National Association), as trustee, as heretofore supplemented (the “April 2001 Indenture”); and (iv) that certain Indenture, dated as of October 1, 2001, between CNG and The Bank of New York (as successor trustee to Bank One Trust Company, National Association), as trustee, as heretofore supplemented (the “October 2001 Indenture”; the 1971 Indenture, the 1995 Indenture, the April 2001 Indenture and the October 2001 Indenture are collectively referred to herein as the “Indentures”).

CNG had $150 million principal 6.625% debentures due December 1, 2013 outstanding under the 1971 Indenture immediately prior to the Effective Date. These debentures were issued under that certain Eighteenth Supplemental Indenture, dated as of December 1, 1993 and are the subject of a tender offer that expires on July 11, 2007 (the “Debt Tender Offer”) that is further described in a Form 8-K Current Report filed by the Company on June 15, 2007. The extent to which these debentures will be purchased in the Debt Tender Offer will not be determined until the Debt Tender Offer expires.

CNG had the following four series of debentures outstanding under the 1995 Indenture immediately prior to the Effective Date: $150 million principal amount of the 6.875% debentures due October 15, 2026; $150 million principal amount of the 6.625% debentures due December 1, 2008; $300 million principal amount of the 6.800% debentures due December 15, 2027; and $200 million principal amount of the 6.000% debentures due October 15, 2010. These debentures were issued under that certain Securities Resolution No. 2 effective as of October 16, 1996, that certain Securities Resolution No. 3 effective as of December 10, 1996, that certain Securities Resolution No. 4 effective as of December 9, 1997 and that certain Securities Resolution No. 5 effective as of October 20, 1998, respectively. These debentures are also the subject of the Debt Tender Offer, although based on initial tender results that were released on June 27, 2007, it appears that none of the 6.000% debentures due 2010 will be purchased. The extent to which the other debentures will be purchased in the Debt Tender Offer will not be determined until the Debt Tender Offer expires.

CNG had the following four series of debentures outstanding under the April 2001 Indenture immediately prior to the Effective Date: $500 million principal amount of the 6.850% Senior Notes due April 15, 2011; $450 million principal amount of the 6.250% Senior Notes due November 1, 2011; $200 million principal amount of the 5.000% Senior Notes due March 1, 2014; and $400

million principal amount of the 5.000% Senior Notes due December 1, 2014. These debentures were issued under that certain First Supplemental Indenture, dated April 1, 2001, that certain Third Supplemental Indenture, dated October 25, 2001, that certain Fifth Supplemental Indenture dated December 1, 2003, and that certain Sixth Supplemental Indenture dated November 1, 2004, respectively. The 6.850% Senior Notes due 2011 and the 6.250% Senior Notes due 2011 are also the subject of the Debt Tender Offer, although based on initial tender results that were released on June 27, 2007, it appears that none of the 6.250% debentures due 2011 will be purchased. The extent to which the other debentures will be purchased in the Debt Tender Offer will not be determined until the Debt Tender Offer expires.

CNG had $206 million principal amount of the 7.800% junior subordinated debentures due October 31, 2041 outstanding under the October 2001 Indenture immediately prior to the Effective Date. These junior subordinated debentures were issued under that certain First Supplemental Indenture, dated as of October 23, 2001. All of these subordinated notes are held by Dominion CNG Capital Trust I which has issued a corresponding series of 7.800% trust preferred securities. These securities have been called for redemption on July 17, 2007.

As of the Effective Date, the Company entered into supplemental indentures under each of the Indentures whereby the Company expressly assumed following the consummation of the Merger, from and after the Effective Date, (i) the due and punctual payment of the principal of and any premium and interest on all the securities outstanding under the Indentures as of the Effective Date, and (ii) the performance and observance of each and every covenant and condition of the Indentures on the part of CNG to be performed or observed.

A copy of the Twenty-First Supplemental Indenture to the 1971 Indenture, a copy of the Second Supplemental Indenture to the 1995 Indenture, a copy of Seventh Supplemental Indenture to the April 2001 Indenture, and a copy of the Second Supplemental Indenture to the October 2001 Indenture, pursuant to which the Company assumes CNG’s obligations under the Indentures, are filed as Exhibits 4.2, 4.4, 4.6 and 4.8, respectively, to this Form 8-K.

Credit Agreements

Immediately prior to the Effective Date, CNG was a borrower under that certain $1.7 billion Amended and Restated Five-Year Credit Agreement, dated as of February 28, 2006, with Barclays Bank PLC (“Barclays”), as Administrative Agent, Barclays and KeyBank National Association, as Syndication Agents and SunTrust Bank, The Bank of Nova Scotia and ABN AMRO Bank N.V., as Co-Documentation Agents (the “$1.7b Credit Facility”).

The Company has provided Barclays and the lenders to the $1.7b Credit Facility with an acknowledgment, dated as of June 27, 2007, that following the consummation of the Merger, from and after the Effective Date, the Company has automatically, and without any requirement for any further action, (i) assumed the loans, letter of credit obligations and all other obligations, rights and duties of CNG under the $1.7b Credit Facility and other related ancillary credit documents, and (ii) become the “Borrower” under the $1.7b Credit Facility and other related ancillary credit documents and is bound in all respects by the terms thereof as if it were an original signatory thereto.

A copy of the above described acknowledgement is filed as Exhibit 4.9 to this Form 8-K.

Item 8.01. Other Events.

The Merger

The Merger was effected in reliance upon the short-form merger provisions of Delaware General Corporation Law and the Virginia Stock Corporation Act. These permit a corporation which owns at least 90% of the outstanding shares of each class of stock of the stock of another corporation entitled to vote on a merger to merge that 90%-owned subsidiary into itself by the unilateral action of the parent corporation’s board of directors.

The Merger was authorized by the Board of Directors of the Company at a meeting held on May 29, 2007. The Merger was also authorized by the Board of Directors of CNG by unanimous written consent effective on May 29, 2007.

Pursuant to these authorizations a Certificate of Ownership was duly prepared, executed and acknowledged in accordance with Delaware General Corporation Law and thereafter delivered to the Secretary of State of the State of Delaware for filing on June 27, 2007, as provided in Delaware General Corporation Law. Similarly, Articles of Merger of CNG with and into the Company with an Agreement and Plan of Merger attached were duly prepared, executed and filed simultaneously with the SCC on June 27, 2007.

The Merger became effective in the State of Delaware and the Commonwealth of Virginia on the Effective Date.

On the Effective Date and by virtue of the Merger, the separate corporate existence of CNG ceased and the Company survived as the continuing corporation. Without limiting the generality of the foregoing, and subject thereto and to any other applicable laws, at the Effective Date, all the properties, rights, privileges, powers and franchises of CNG became vested in the Company, and all debts, liabilities, restrictions, disabilities and duties of CNG became the debts, liabilities, restrictions, disabilities and duties of the Company. In addition, at the Effective Date, several CNG subsidiaries became principal direct legal subsidiaries of the Company. These include Dominion Transmission, Inc., The East Ohio Gas Company, Dominion Exploration & Production, Inc. and Dominion Oklahoma Texas Exploration & Production, Inc.

Press Release

On July 2, 2007, the Company issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing it had completed the Merger.

(d) Exhibits.

Exhibit No.	Description
2	Agreement and Plan of Merger, dated as of June 27, 2007, by and among Dominion Resources, Inc. and Consolidated Natural Gas Company.*
4.1	Indenture, dated as of May 1, 1971, between Consolidated Natural Gas Company and The Bank of New York (as successor trustee to JP Morgan Chase Bank (formerly The Chase Manhattan Bank and Manufacturers Hanover Trust Company)) (Exhibit (5) to Certificate of Notification at Commission File No. 70-5012, incorporated by reference).
4.2	Twenty-First Supplemental Indenture to the 1971 Indenture, dated as of June 27, 2007, between Dominion Resources, Inc., Consolidated Natural Gas Company and The Bank of New York (as successor trustee to JPMorgan Chase Bank (formerly The Chase Manhattan Bank, Chemical Bank and Manufacturers Hanover Trust Company)), as trustee.*
4.3	Indenture, dated as of April 1, 1995, between Consolidated Natural Gas Company and The Bank of New York (as successor trustee to United States Trust Company of New York) (Exhibit (4) to Certificate of Notification at Commission File No. 70-8107, incorporated by reference).
4.4	Second Supplemental Indenture to the 1995 Indenture, dated as of June 27, 2007, between Dominion Resources, Inc., Consolidated Natural Gas Company and The Bank of New York (as successor trustee to United States Trust Company of New York), as trustee.*
4.5	Indenture, dated April 1, 2001, between Consolidated Natural Gas Company and The Bank of New York (as successor trustee to Bank One Trust Company, National Association) (Exhibit 4.1, Form S-3 File No. 333-52602, as filed on December 22, 2000, incorporated by reference).
4.6	Seventh Supplemental Indenture to the April 2001 Indenture, as of June 27, 2007, between Dominion Resources, Inc., Consolidated Natural Gas Company and The Bank of New York (as successor trustee to Bank One Trust Company, National Association), as trustee.*
4.7	Form of Indenture for Junior Subordinated Debentures, dated October 1, 2001, between Consolidated Natural Gas Company and The Bank of New York (as successor trustee to Bank One Trust Company, National Association) (Exhibit 4.2, Form S-3 Registration No. 333-52602, as filed on December 22, 2000, incorporated by reference).
4.8	Second Supplemental Indenture to the October 2001 Indenture, dated as of June 27, 2007, between Dominion Resources, Inc., Consolidated Natural Gas Company and The Bank of New York (as successor trustee to Bank One Trust Company, National Association), as trustee.*
4.9	Acknowledgement, dated as of June 27, 2007, by Dominion Resources, Inc. to Barclays Bank PLC, as Administrative Agent, and the other lenders named in the $1.70 billion Amended and Restated Five-Year Credit Agreement dated February 28, 2006.*
99.1	Press Release dated July 2, 2007*

* Filed herewith.

SIGNATURES

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

	Dominion Resources, Inc.
	/s/ PATRICIA A. WILKERSON
	Name:	Patricia A. Wilkerson
	Title:	Vice President & Corporate Secretary
Dated: July 3, 2007

EX-2

EXHIBIT 2

AGREEMENT AND PLAN OF MERGER

Consolidated Natural Gas Company

a Delaware corporation

into

Dominion Resources, Inc.

a Virginia corporation

1. Names of Parties. Set forth below are the names of each party (each a “Party” and together the “Parties”) to this Agreement and Plan of Merger and the jurisdiction of formation with respect to each Party:

Survivor:	Dominion Resources, Inc.
	a Virginia corporation
Non-Survivor:	Consolidated Natural Gas Company
	a Delaware corporation

2. Terms and Conditions of the Merger.

A. General. Consolidated Natural Gas Company (the “Non-Survivor”) shall merge with and into Dominion Resources, Inc. (the “Survivor”) in accordance with this Agreement and Plan of Merger (the “Merger”). The Survivor shall be the surviving corporation when the Merger becomes effective.

B. State Filings. To effectuate the Merger, the Parties shall cause appropriate state filings to be made in the jurisdictions of the Parties in accordance with applicable state laws.

C. Effective Date and Time. The Merger shall become effective on June 30, 2007 at 12:00 a.m. EST (the “Effective Time”).

3. Effect on Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the Non-Survivor’s common stock, each issued and outstanding share of Non-Survivor’s common stock shall be canceled and cease to exist at and after the Effective Time.

4. Effects of Merger. The Merger shall have the effect set forth in Section 13.1-721 of the Virginia Stock Corporation Act.

5. No Effect on Organizational Documents. The Merger shall have no effect on the Articles of Incorporation of the Survivor or upon its Bylaws, as in effect prior to the Merger.

6. Other Provisions Relating to the Merger. Each Party shall authorize and instruct its officers, employees and representatives (as applicable) to take such actions, and to make such filings, as may be necessary or appropriate to effectuate or evidence the Merger.

Date of Agreement and Plan of Merger: June 27th, 2007

WITNESS the following signatures (which may appear on separate counterpart pages):

Survivor:	Dominion Resources, Inc.
	a Virginia corporation
	By:	/s/ Thomas F. Farrell, II
		Thomas F. Farrell, II
		Chairman, President and Chief Executive Officer

Non-Survivor:	Consolidated Natural Gas Company a Delaware corporation
	By:	/s/ Thomas F. Farrell, II
		Thomas F. Farrell, II
		Chairman, President and Chief Executive Officer

EX-4.2

EXHIBIT 4.2

DOMINION RESOURCES, INC.

CONSOLIDATED NATURAL GAS COMPANY

and

THE BANK OF NEW YORK

Trustee

Twenty-First Supplemental Indenture

Dated as of June 27, 2007

To Indenture dated as of May 1, 1971

between

Consolidated Natural Gas Company

and

The Bank of New York, Trustee

THIS TWENTY-FIRST SUPPLEMENTAL INDENTURE is made as of the 27^th day of June, 2007, by and between DOMINION RESOURCES, INC., a Virginia corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia, 23219 (the “Company”), CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (the “Predecessor Company”), and The Bank of New York (as successor trustee to JPMorgan Chase Bank (formerly The Chase Manhattan Bank, Chemical Bank and Manufacturers Hanover Trust Company)), as trustee (hereinafter referred to as the “Trustee”).

WITNESSETH:

WHEREAS, the Predecessor Company has heretofore executed and delivered to the Trustee an indenture dated as of May 1, 1971, as heretofore amended, supplemented or otherwise modified (the “Indenture”);

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of June 27, 2007, by and among the Predecessor Company and the Company (the “Merger Agreement”), the Predecessor Company has agreed to merge with and into the Company, the parent entity of the Predecessor Company (the “Merger”), on the effective date and time of the Merger as specified in the Merger Agreement (the “Effective Time”);

WHEREAS, on the Effective Time, (i) the separate existence of the Predecessor Company will cease, and (ii) the Company will survive as the continuing entity;

WHEREAS, Section 13.01 of the Indenture provides that nothing in the Indenture or in the Debentures shall be deemed to prevent the Merger; provided, however, that, in the case of any such merger, the corporation resulting from such merger shall be substituted for the Predecessor Company with the same effect as if it had been named therein as a party and shall become liable and be bound for, and shall expressly assume, by indenture, the due and punctual payment of the principal of, and the interest on, all the Debentures then outstanding and the performance and observance of each and every covenant and condition of the Indenture on the part of the Predecessor Company to be performed or observed;

WHEREAS, pursuant to Section 13.02 of the Indenture, upon the Predecessor Company’s merger into the Company in accordance with Section 13.01 thereof, the Company shall succeed to, and be substituted for, the Predecessor Company and thereafter from time to time the Company may exercise each and every right and power of the Predecessor Company under the Indenture with the same effect as if the Company had been named in the Indenture as a party thereto;

WHEREAS, Section 14.01 of the Indenture provides that the Predecessor Company and the Trustee may enter into a supplemental indenture to evidence the succession of another corporation to the Predecessor Company, and the assumption by any such successor of the covenants, agreements and obligations of the Predecessor Company contained therein and in the Debentures;

WHEREAS, to comply with Section 13.01, Section 14.01 and Section 15.03 of the Indenture, the Predecessor Company desires that the Company assume, from and after the Effective Time, the due and punctual payment of the principal of, and the interest on, all the Debentures outstanding as of the date hereof and the performance and observance of each and every covenant and condition of the Indenture on the part of the Predecessor Company to be performed or observed;

WHEREAS, the Predecessor Company has delivered to the Trustee, or caused to be delivered to the Trustee on its behalf, an Officers’ Certificate and an Opinion of Counsel each stating that the Merger and this Twenty-First Supplemental Indenture complies with Section 13.01 and Section 14.01 of the Indenture and that all conditions precedent provided for in the Indenture relating to the foregoing been complied with; and

WHEREAS, all things necessary to authorize the assumption by the Company of the Predecessor Company’s obligations under the Indenture and the Debentures outstanding as of the date hereof, from and after the Effective Time, and to make this Twenty-First Supplemental Indenture a valid, binding and legal instrument have been done and performed and the execution and delivery hereof have been in all respects duly authorized.

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 mutually covenant and agree as follows:

1. Definitions. Capitalized terms used herein and not defined herein have the meaning ascribed to such terms in the Indenture.

2. Assumption of Obligations. Pursuant to Section 13.01 and Section 14.01 of the Indenture, the Company hereby expressly assumes, from and after the Effective Time, the due and punctual payment of the principal of, and the interest on, all the Debentures outstanding as of the date hereof and the performance and observance of each and every covenant and condition of the Indenture on the part of the Predecessor Company to be performed or observed.

3. Succession and Substitution. Pursuant to Section 13.01 and Section 14.01 of the Indenture, from and after the Effective Time, by virtue of the aforesaid assumption and the delivery of this Twenty-First Supplemental Indenture, the Company hereby succeeds to and is substituted for the Predecessor Company with the same effect as if it had been named in the Indenture and the Debentures outstanding as of the date hereof, as a party thereto, and hereafter from time to time the Company may exercise each and every right and power of the Predecessor Company under the Indenture and the Debentures outstanding as of the date hereof, in the name of the Predecessor Company or its own name; and any act or proceeding by any provision of the Indenture and the Debentures outstanding as of the date hereof, required or permitted to be done by any board of officer of the Predecessor Company may be done with like force and effect by the like board or officer of the Company.

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4. Effectiveness and Operativeness. This Twenty-First Supplemental Indenture shall be deemed to have become effective, and the provisions provided for in this Twenty-First Supplemental Indenture shall be deemed to have become operative, immediately as of the Effective Time.

5. Ratification of Indenture; Twenty-First Supplemental Indenture Part of Indenture. The Indenture, as supplemented by this Twenty-First Supplemental Indenture, is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Twenty-First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided; and all terms, conditions and provisions of the Indenture shall remain in full force and effect.

6. Evidence of Merger. Following the effectiveness of the Merger, the Company will provide the Trustee with an Assistant Corporate Secretary’s Certificate which will have attached as exhibits evidence of the consummation of the Merger issued by the Secretary of State of the State of Delaware and the Virginia State Corporation Commission.

7. Addresses. Pursuant to the authority set forth in Section 14.01 of the Indenture, the addresses of the Company and the Trustee specified in any provision of the Indenture shall be hereby amended and restated as follows:

Company:	Trustee:
Dominion Resources, Inc. 120 Tredegar Street Richmond, Virginia 23233	The Bank of New York 101 Barclay Street, 8W New York, New York 10286 Attention: Global Corporate Trust

8. Legend. Following the effectiveness of the Merger, the Trustee is authorized and directed to affix the following legend to any certificates relating to any Securities outstanding as of the date hereof:

EFFECTIVE AS JUNE 30, 2006 BY VIRTUE OF THE MERGER OF CONSOLIDATED NATURAL GAS COMPANY, A DELAWARE CORPORATION (“CNG”), WITH AND INTO DOMINION RESOURCES, INC., A VIRGINIA CORPORATION (“DOMINION”), AND PURSUANT TO THAT CERTAIN TWENTY-FIRST SUPPLEMENTAL INDENTURE, DATED AS OF JUNE 27, 2007, BY AND BETWEEN DOMINION, CNG, AND THE BANK OF NEW YORK (AS SUCCESSOR TRUSTEE TO JPMORGAN CHASE BANK (FORMERLY THE CHASE MANHATTAN BANK, CHEMICAL BANK AND MANUFACTURERS HANOVER TRUST

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COMPANY)), AS TRUSTEE, DOMINION HAS ASSUMED ALL OF THE OBLIGATIONS OF CNG WITH RESPECT TO THE SECURITIES REPRESENTED BY THIS CERTIFICATE.

9. Governing Law. This Twenty-First Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance therewith.

10. Recitals; Trustee Makes No Representation. The recitals herein contained are made by the Predecessor Company and the Company and not by the Trustee and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Twenty-First Supplemental Indenture.

11. Headings. The section headings herein are for convenience only and shall not effect the construction thereof.

12. Counterparts. This Twenty-First Supplemental Indenture may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

[The rest of this page has been left blank. Signatures appear on the following page.]

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

DOMINION RESOURCES, INC.
By:	/s/ G. Scott Hetzer
Name:	G. Scott Hetzer
Title:	Senior Vice President and Treasurer
CONSOLIDATED NATURAL GAS COMPANY
By:	/s/ G. Scott Hetzer
Name:	G. Scott Hetzer
Title:	Senior Vice President and Treasurer
THE BANK OF NEW YORK, as Trustee
By:	/s/ Van K. Brown
Name:	Van K. Brown
Title:	Vice President

EX-4.4

EXHIBIT 4.4

DOMINION RESOURCES, INC.

CONSOLIDATED NATURAL GAS COMPANY

and

THE BANK OF NEW YORK

Trustee

Second Supplemental Indenture

Dated as of June 27, 2007

To Indenture dated as of April 1, 1995

between

Consolidated Natural Gas Company

and

The Bank of New York, Trustee

THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 27^th day of June, 2007, by and between DOMINION RESOURCES, INC., a Virginia corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia, 23219 (the “Company”), CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (the “Predecessor Company”), and The Bank of New York (as successor trustee to United States Trust Company of New York), as trustee (hereinafter referred to as the “Trustee”).

WITNESSETH:

WHEREAS, the Predecessor Company has heretofore executed and delivered to the Trustee an indenture, dated as of April 1, 1995, as heretofore amended, supplemented or otherwise modified (the “Indenture”);

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of June 27, 2007, by and among the Predecessor Company and the Company (the “Merger Agreement”), the Predecessor Company has agreed to merge with and into the Company, the parent entity of the Predecessor Company (the “Merger”), on the effective date and time of the Merger as specified in the Merger Agreement (the “Effective Time”);

WHEREAS, on the Effective Time, (i) the separate existence of the Predecessor Company will cease, and (ii) the Company will survive as the continuing entity;

WHEREAS, Section 5.01 of the Indenture provides that the Predecessor Company may not consolidate with, or merge into any person unless, among other things, (i) the person assumes by supplemental indenture all the obligations of the Predecessor Company under the Indenture, the Securities and any coupons, and (ii) immediately after the transaction no Default exists;

WHEREAS, under Section 5.01 of the Indenture, the successor shall be substituted for the Predecessor Company, and thereafter all obligations of the Predecessor Company under the Indenture, the Securities and any coupons shall terminate;

WHEREAS, Section 9.01 of the Indenture provides that the Predecessor Company and the Trustee may amend the Indenture, the Securities or any coupons without the consent of any Securityholder to comply with Article 5;

WHEREAS, to comply with Sections 5.01 and 9.01 of the Indenture, the Predecessor Company desires that the Company assume, from and after the Effective Time, all of the obligations of the Predecessor Company under the Indenture, and the Securities and any coupons outstanding as of the date hereof;

WHEREAS, the Predecessor Company has delivered to the Trustee, or caused to be delivered to the Trustee on its behalf, an Officers’ Certificate and an Opinion of Counsel each stating that the Merger and this Second Supplemental Indenture comply with Section 5.01 and Section 9.01 of the Indenture and that all conditions precedent provided for in the Indenture relating to the foregoing have been complied with; and

WHEREAS, all things necessary to authorize the assumption by the Company of the Predecessor Company’s obligations under the Indenture, and the Securities and coupons outstanding as of the date hereof, from and after the Effective Time, and to make this Second Supplemental Indenture a valid, binding and legal instrument have been done and performed and the execution and delivery hereof have been in all respects duly authorized.

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 mutually covenant and agree as follows:

1. Definitions. Capitalized terms used herein and not defined herein have the meaning ascribed to such terms in the Indenture.

2. Assumption of Obligations. Pursuant to Sections 5.01 and 9.01 of the Indenture, the Company hereby expressly assumes, from and after the Effective Time, all of the obligations of the Predecessor Company under the Indenture, and the Securities and any coupons outstanding as of the date hereof.

3. Succession and Substitution. Pursuant to Sections 5.01 and 9.01 of the Indenture, from and after the Effective Time, by virtue of the aforesaid assumption and the delivery of this Second Supplemental Indenture, the Company hereby succeeds to and is substituted for the Predecessor Company with the same effect as if it had been named in the Indenture and the Securities and coupons outstanding as of the date hereof, as a party thereto, and hereafter from time to time the Company may exercise each and every right and power of the Predecessor Company under the Indenture and the Securities and coupons outstanding as of the date hereof, in the name of the Predecessor Company or its own name; and any act or proceeding by any provision of the Indenture and the Securities and coupons outstanding as of the date hereof, required or permitted to be done by any board of officer of the Predecessor Company may be done with like force and effect by the like board or officer of the Company.

4. Effectiveness and Operativeness. This Second Supplemental Indenture shall be deemed to have become effective, and the provisions provided for in this Second Supplemental Indenture shall be deemed to have become operative, immediately as of the Effective Time.

5. Ratification of Indenture; Second Supplemental Indenture Part of Indenture. The Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided; and all terms, conditions and provisions of the Indenture shall remain in full force and effect.

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6. Evidence of Merger. Following the effectiveness of the Merger, the Company will provide the Trustee with an Assistant Corporate Secretary’s Certificate which will have attached as exhibits evidence of the consummation of the Merger issued by the Secretary of State of the State of Delaware and the Virginia State Corporation Commission.

7. Addresses. Pursuant to the authority set forth in Section 9.01 of the Indenture, the addresses of the Company and the Trustee specified in any provision of the Indenture shall be hereby amended and restated as follows:

Company:	Trustee:
Dominion Resources, Inc. 120 Tredegar Street Richmond, Virginia 23233	The Bank of New York 101 Barclay Street, 8W New York, New York 10286 Attention: Global Corporate Trust

8. Legend. Following the effectiveness of the Merger, the Trustee is authorized and directed to affix the following legend to any certificates relating to any Securities outstanding as of the date hereof:

EFFECTIVE AS JUNE 30, 2006 BY VIRTUE OF THE MERGER OF CONSOLIDATED NATURAL GAS COMPANY, A DELAWARE CORPORATION (“CNG”), WITH AND INTO DOMINION RESOURCES, INC., A VIRGINIA CORPORATION (“DOMINION”), AND PURSUANT TO THAT CERTAIN SECOND SUPPLEMENTAL INDENTURE, DATED AS OF JUNE 27, 2007, BY AND BETWEEN DOMINION, CNG, AND THE BANK OF NEW YORK (AS SUCCESSOR TRUSTEE TO UNITED STATES TRUST COMPANY OF NEW YORK), AS TRUSTEE, DOMINION HAS ASSUMED ALL OF THE OBLIGATIONS OF CNG WITH RESPECT TO THE SECURITIES REPRESENTED BY THIS CERTIFICATE.

9. Governing Law. The laws of the State of New York shall govern this Second Supplemental Indenture, the Securities and any coupons, unless federal law governs.

10. Recitals; Trustee Makes No Representation. The recitals herein contained are made by the Predecessor Company and the Company and not by the Trustee and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture.

11. Headings. The section headings herein are for convenience only and shall not effect the construction thereof.

12. Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

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[The rest of this page has been left blank. Signatures appear on the following page.]

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

DOMINION RESOURCES, INC.
By:	/s/ G. Scott Hetzer
Name:	G. Scott Hetzer
Title:	Senior Vice President and Treasurer
CONSOLIDATED NATURAL GAS COMPANY
By:	/s/ G. Scott Hetzer
Name:	G. Scott Hetzer
Title:	Senior Vice President and Treasurer
THE BANK OF NEW YORK, as Trustee
By:	/s/ Van K. Brown
Name:	Van K. Brown
Title:	Vice President

EX-4.6

EXHIBIT 4.6

DOMINION RESOURCES, INC.

CONSOLIDATED NATURAL GAS COMPANY

and

THE BANK OF NEW YORK

Trustee

Seventh Supplemental Indenture

Dated as of June 27, 2007

To Indenture dated as of April 1, 2001

between

Consolidated Natural Gas Company

and

The Bank of New York, Trustee

THIS SEVENTH SUPPLEMENTAL INDENTURE is made as of the 27^th day of June, 2007, by and between DOMINION RESOURCES, INC., a Virginia corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia, 23219 (the “Company”), CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (the “Predecessor Company”), and The Bank of New York (as successor trustee to Bank One Trust Company, National Association (“Bank One”)), as trustee (hereinafter referred to as the “Trustee”).

WITNESSETH:

WHEREAS, the Predecessor Company has heretofore executed and delivered to the Trustee an indenture, dated as of April 1, 2001, as heretofore amended, supplemented or otherwise modified (the “Indenture”);

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of June 27, 2007, by and among the Predecessor Company and the Company (the “Merger Agreement”), the Predecessor Company has agreed to merge with and into the Company, the parent entity of the Predecessor Company (the “Merger”), on the effective date and time of the Merger as specified in the Merger Agreement (the “Effective Time”);

WHEREAS, on the Effective Time, (i) the separate existence of the Predecessor Company will cease, and (ii) the Company will survive as the continuing entity;

WHEREAS, Section 801 of the Indenture provides that the Predecessor Company may not consolidate with or merge into any Person unless, among other things, (i) the Person expressly assumes, by a supplemental indenture, (a) the due and punctual payment of the principal of and any premium and any interest on all the Securities, and (b) the performance of every covenant of the Indenture on the part of the Predecessor Company to be performed or observed, and (ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing;

WHEREAS, pursuant to Section 802 of the Indenture, upon the Predecessor Company’s merger into the Company in accordance with Section 801 thereto, the Company shall succeed to, and be substituted for, the Predecessor Company and thereafter from time to time the Company may exercise each and every right and power of the Predecessor Company under the Indenture with the same effect as if the Company had been named in the Indenture as a party thereto;

WHEREAS, Section 901 of the Indenture provides that the Predecessor Company and the Trustee may enter into a supplemental indenture without the consent of any Holders of Securities to evidence the succession of another Person to the Predecessor Company, and the assumption by any such successor of the covenants of the Predecessor Company contained therein and in the Securities;

WHEREAS, to comply with Sections 801, 802 and 901 of the Indenture, the Predecessor Company desires that the Company assume, from and after the Effective Time, the due and punctual payment of the principal of and any premium and interest on all the Securities outstanding as of the date hereof and the performance and observance of each and every covenant and condition of the Indenture on the part of the Predecessor Company to be performed or observed;

WHEREAS, the Predecessor Company has delivered to the Trustee, or caused to be delivered to the Trustee on its behalf, an Officers’ Certificate and an Opinion of Counsel each stating that the Merger and this Seventh Supplemental Indenture comply with Section 801 of the Indenture and that all conditions precedent provided for in the Indenture relating to the foregoing have been complied with; and

WHEREAS, all things necessary to authorize the assumption by the Company of the Predecessor Company’s obligations under the Indenture and the Securities outstanding as of the date hereof, from and after the Effective Time, and to make this Seventh Supplemental Indenture a valid, binding and legal instrument have been done and performed and the execution and delivery hereof have been in all respects duly authorized.

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 mutually covenant and agree as follows:

1. Definitions. Capitalized terms used herein and not defined herein have the meaning ascribed to such terms in the Indenture.

2. Assumption of Obligations. Pursuant to Sections 801 and 802 of the Indenture, the Company hereby expressly assumes, from and after the Effective Time, the due and punctual payment of the principal of and any premium and interest on all the Securities outstanding as of the date hereof and the performance and observance of each and every covenant and condition of the Indenture on the part of the Predecessor Company to be performed or observed.

3. Succession and Substitution. Pursuant to Sections 801 and 802 of the Indenture, from and after the Effective Time, by virtue of the aforesaid assumption and the delivery of this Seventh Supplemental Indenture, the Company hereby succeeds to and is substituted for the Predecessor Company with the same effect as if it had been named in the Indenture and the Securities outstanding as of the date hereof, as a party thereto, and hereafter from time to time the Company may exercise each and every right and power of the Predecessor Company under the Indenture and the Securities outstanding as of the date hereof, in the name of the Predecessor Company or its own name; and any act or proceeding by any provision of the Indenture and the Securities outstanding as of the date hereof, required or permitted to be done by any board of officer of the Predecessor Company may be done with like force and effect by the like board or officer of the Company.

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4. Effectiveness and Operativeness. This Seventh Supplemental Indenture shall be deemed to have become effective, and the provisions provided for in this Seventh Supplemental Indenture shall be deemed to have become operative, immediately as of the Effective Time.

5. Ratification of Indenture; Seventh Supplemental Indenture Part of Indenture. The Indenture, as supplemented by this Seventh Supplemental Indenture, is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Seventh Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided; and all terms, conditions and provisions of the Indenture shall remain in full force and effect.

6. Evidence of Merger. Following the effectiveness of the Merger, the Company will provide the Trustee with an Assistant Corporate Secretary’s Certificate which will have attached as exhibits evidence of the consummation of the Merger issued by the Secretary of State of the State of Delaware and the Virginia State Corporation Commission.

7. Addresses. Pursuant to the authority set forth in Section 901 of the Indenture, the addresses of the Company and the Trustee specified in any provision of the Indenture shall be hereby amended and restated as follows:

Company:	Trustee:
Dominion Resources, Inc. 120 Tredegar Street Richmond, Virginia 23233	The Bank of New York 101 Barclay Street, 8W New York, New York 10286 Attention: Global Corporate Trust

8. Legend. Following the effectiveness of the Merger, the Trustee is authorized and directed to affix the following legend to any certificates relating to any Securities outstanding as of the date hereof:

EFFECTIVE AS JUNE 30, 2006 BY VIRTUE OF THE MERGER OF CONSOLIDATED NATURAL GAS COMPANY, A DELAWARE CORPORATION (“CNG”), WITH AND INTO DOMINION RESOURCES, INC., A VIRGINIA CORPORATION (“DOMINION”), AND PURSUANT TO THAT CERTAIN SEVENTH SUPPLEMENTAL INDENTURE, DATED AS OF JUNE 27, 2007, BY AND BETWEEN DOMINION, CNG, AND THE BANK OF NEW YORK (AS SUCCESSOR TRUSTEE TO BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION), AS TRUSTEE, DOMINION HAS ASSUMED ALL OF THE OBLIGATIONS OF CNG WITH RESPECT TO THE SECURITIES REPRESENTED BY THIS CERTIFICATE.

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9. Governing Law. This Seventh Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said State, without regard to conflicts of law principles thereof.

10. Recitals; Trustee Makes No Representation. The recitals herein contained are made by the Predecessor Company and the Company and not by the Trustee and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Seventh Supplemental Indenture.

11. Headings. The section headings herein are for convenience only and shall not effect the construction thereof.

12. Counterparts. This Seventh Supplemental Indenture may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

[The rest of this page has been left blank. Signatures appear on the following page.]

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

DOMINION RESOURCES, INC.
By:	/s/ G. Scott Hetzer
Name:	G. Scott Hetzer
Title:	Senior Vice President and Treasurer
CONSOLIDATED NATURAL GAS COMPANY
By:	/s/ G. Scott Hetzer
Name:	G. Scott Hetzer
Title:	Senior Vice President and Treasurer
THE BANK OF NEW YORK, as Trustee
By:	/s/ Van K. Brown
Name:	Van K. Brown
Title:	Vice President

EX-4.8

EXHIBIT 4.8

DOMINION RESOURCES, INC.

CONSOLIDATED NATURAL GAS COMPANY

and

THE BANK OF NEW YORK

Trustee

Second Supplemental Indenture

Dated as of June 27, 2007

To Indenture dated as of October 1, 2001

between

Consolidated Natural Gas Company

and

The Bank of New York, Trustee

THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 27^th day of June, 2007, by and between DOMINION RESOURCES, INC., a Virginia corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia, 23219 (the “Company”), CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (the “Predecessor Company”), and The Bank of New York (as successor trustee to Bank One Trust Company, National Association (“Bank One”)), as trustee (hereinafter referred to as the “Trustee”).

WITNESSETH:

WHEREAS, the Predecessor Company has heretofore executed and delivered to the Trustee an indenture dated as of October 1, 2001, as heretofore amended, supplemented or otherwise modified (the “Indenture”);

WHEREAS, in connection with the Indenture, the Predecessor Company, as Sponsor (as defined therein), entered into that certain Amended and Restated Trust Agreement of Dominion CNG Capital Trust I, dated as of October 16, 2001 (the “Trust Agreement”), among Bank One, as predecessor Property Trustee (as defined therein), Bank One Delaware, Inc., as Delaware Trustee (as defined therein), and the Administrative Trustees (as defined and named therein);

WHEREAS, the Predecessor Company is designated as the Common Securities Holder (as defined in the Trust Agreement) under the Trust Agreement;

WHEREAS, in connection with the Trust Agreement, the Predecessor Company, as guarantor, entered into that certain Guarantee Agreement, dated as of October 23, 2001 (the “Guarantee Agreement”), among the Predecessor Company and the Bank One, as predecessor trustee;

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of June 27, 2007, by and among the Predecessor Company and the Company (the “Merger Agreement”), the Predecessor Company has agreed to merge with and into the Company, the parent entity of the Predecessor Company (the “Merger”), on the effective date and time of the Merger as specified in the Merger Agreement (the “Effective Time”);

WHEREAS, on the Effective Time, (i) the separate existence of the Predecessor Company will cease, and (ii) the Company will survive as the continuing entity;

WHEREAS, Section 11.1 of the Indenture provides that the Predecessor Company may not consolidate with or merge into any Person unless, among other things, (i) the Person expressly assumes, by a supplemental indenture, (a) the due and punctual payment of the principal of and any premium and any interest on all the Securities, and (b) the performance of every covenant of the Indenture on the part of the Predecessor Company to be performed or observed, and (ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing;

WHEREAS, pursuant to Section 11.2 of the Indenture, upon the Predecessor Company’s merger into the Company in accordance with Section 11.1 thereto, the Company shall succeed to, and be substituted for, the Predecessor Company and thereafter from time to time the Company may exercise each and every right and power of the Predecessor Company under the Indenture with the same effect as if the Company had been named in the Indenture as a party thereto;

WHEREAS, Section 10.1 of the Indenture provides that the Predecessor Company, when authorized by a Resolution of the Predecessor Company, and the Trustee may enter into a supplemental indenture without the consent of any Securityholders or any holders of Preferred Securities to evidence the succession of another Person to the Predecessor Company, and the assumption by any such successor of the covenants, agreements and obligations of the Predecessor Company contained therein pursuant to Articles Eleven thereto;

WHEREAS, to comply with Sections 10.1, 11.1 and 11.2 of the Indenture, the Predecessor Company desires that the Company assume, from and after the Effective Time, the due and punctual payment of the principal of and any premium and interest on all the Securities outstanding as of the date hereof and the performance and observance of each and every covenant and condition of the Indenture on the part of the Predecessor Company to be performed or observed;

WHEREAS, the Trust Agreement permits the Company to succeed the Predecessor Company as Sponsor (as defined in the Trust Agreement) following the Merger provided the Company agrees in writing to perform the Predecessor Company’s obligations as Sponsor (as defined in the Trust Agreement);

WHEREAS, Section 7.9(b)(ii) permits the Predecessor Company to transfer the Common Securities (as defined in the Trust Agreement) as a result of the Merger;

WHEREAS, Section 9.1 of the Guarantee Agreement permits the Company to succeed the Predecessor Company as guarantor following the Merger provided the Company agrees in writing to perform the Predecessor Company’s obligations as guarantor;

WHEREAS, the Predecessor Company has delivered to the Trustee, or caused to be delivered to the Trustee on its behalf, an Officers’ Certificate and an Opinion of Counsel each stating that the Merger and this Second Supplemental Indenture comply with Section 11.1 of the Indenture and that all conditions precedent provided for in the Indenture, the Trust Agreement and the Guarantee Agreement, relating to the foregoing have been complied with; and

WHEREAS, all things necessary to authorize the assumption by the Company of the Predecessor Company’s obligations under the Indenture, the Trust Agreement, the Guarantee Agreement, and the Securities outstanding as of the date hereof, from and after

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the Effective Time, and to make this Second Supplemental Indenture a valid, binding and legal instrument have been done and performed and the execution and delivery hereof have been in all respects duly authorized.

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 mutually covenant and agree as follows:

1. Definitions. Capitalized terms used herein and not defined herein have the meaning ascribed to such terms in the Indenture.

2. Assumption of Obligations. Pursuant to Sections 11.1 and 11.2 of the Indenture, the provisions of the Trust Agreement and the Guarantee Agreement, the Company hereby expressly assumes, from and after the Effective Time, (i) the due and punctual payment of the principal of and any premium and interest on all the Securities outstanding as of the date hereof, (ii) the performance and observance of each and every covenant and condition of the Indenture on the part of the Predecessor Company to be performed or observed, (iii) the performance and observance of each and every covenant and condition of the Trust Agreement on the part of the Predecessor Company to be performed or observed as Sponsor (as defined in the Trust Agreement), and (iv) the performance and observance of each and every covenant and condition of the Guarantee Agreement on the part of the Predecessor Company to be performed or observed.

3. Succession and Substitution. Pursuant to Sections 11.1 and 11.2 of the Indenture, the provisions of the Trust Agreement and the Guarantee Agreement, from and after the Effective Time, by virtue of the aforesaid assumption and the delivery of this Second Supplemental Indenture, the Company hereby succeeds to and is substituted for the Predecessor Company with the same effect as if it had been named in the Indenture, the Trust Agreement, the Guarantee agreement and the Securities outstanding as of the date hereof, as a party thereto, and hereafter from time to time the Company may exercise each and every right and power of the Predecessor Company under the Indenture, the Trust Agreement, the Guarantee Agreement and the Securities outstanding as of the date hereof, in the name of the Predecessor Company or its own name; and any act or proceeding by any provision of the Indenture, the Trust Agreement, the Guarantee Agreement and the Securities outstanding as of the date hereof, required or permitted to be done by any board of officer of the Predecessor Company may be done with like force and effect by the like board or officer of the Company.

4. Transfer of Common Securities. At the Effective Time, the Common Securities (as defined in the Trust Agreement) will be transferred by operation of law to the Company so that Dominion CNG Capital Trust I will become a legal direct subsidiary capital trust of the Company.

5. Effectiveness and Operativeness. This Second Supplemental Indenture shall be deemed to have become effective, and the provisions provided for in this Second Supplemental Indenture shall be deemed to have become operative, immediately as of the Effective Time.

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6. Ratification of Indenture; Second Supplemental Indenture Part of Indenture. The Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided; and all terms, conditions and provisions of the Indenture shall remain in full force and effect.

7. Evidence of Merger. Following the effectiveness of the Merger, the Company will provide the Trustee with an Assistant Corporate Secretary’s Certificate which will have attached as exhibits evidence of the consummation of the Merger issued by the Secretary of State of the State of Delaware and the Virginia State Corporation Commission.

8. Addresses. Pursuant to the authority set forth in Section 10.01 of the Indenture, the addresses of the Company and the Trustee specified in any provision of the Indenture shall be hereby amended and restated as follows:

Company:	Trustee:
Dominion Resources, Inc. 120 Tredegar Street Richmond, Virginia 23233	The Bank of New York 101 Barclay Street, 8W New York, New York 10286 Attention: Global Corporate Trust

9. Legend. Following the effectiveness of the Merger, the Trustee is authorized and directed to affix the following legend to any Global Debenture relating to any Securities outstanding as of the date hereof:

EFFECTIVE AS JUNE 30, 2006 BY VIRTUE OF THE MERGER OF CONSOLIDATED NATURAL GAS COMPANY, A DELAWARE CORPORATION (“CNG”), WITH AND INTO DOMINION RESOURCES, INC., A VIRGINIA CORPORATION (“DOMINION”), AND PURSUANT TO THAT CERTAIN SECOND SUPPLEMENTAL INDENTURE, DATED AS OF JUNE 27, 2007, BY AND BETWEEN DOMINION, CNG, AND THE BANK OF NEW YORK (AS SUCCESSOR TRUSTEE TO BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION), AS TRUSTEE, DOMINION HAS ASSUMED ALL OF THE OBLIGATIONS OF CNG WITH RESPECT TO THE SECURITIES REPRESENTED BY THIS GLOBAL DEBENTURE.

10. Governing Law. This Second Supplemental Indenture shall be governed by the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State (without regard to conflicts of laws principles thereof).

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11. Recitals; Trustee Makes No Representation. The recitals herein contained are made by the Predecessor Company and the Company and not by the Trustee and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture.

12. Headings. The section headings herein are for convenience only and shall not effect the construction thereof.

13. Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

[The rest of this page has been left blank. Signatures appear on the following page.]

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

DOMINION RESOURCES, INC.
By:	/s/ G. Scott Hetzer
Name:	G. Scott Hetzer
Title:	Senior Vice President and Treasurer
CONSOLIDATED NATURAL GAS COMPANY
By:	/s/ G. Scott Hetzer
Name:	G. Scott Hetzer
Title:	Senior Vice President and Treasurer
THE BANK OF NEW YORK, as Trustee
By:	/s/ Van K. Brown
Name:	Van K. Brown
Title:	Vice President

EX-4.9

EXHIBIT 4.9

ACKNOWLEDGMENT

Dated as of June 27, 2007

Reference is hereby made to (i) that certain Amended and Restated Five-Year Credit Agreement, dated as of February 28, 2006 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among Consolidated Natural Gas Company, a Delaware corporation (“CNG”), as borrower, the financial institutions party thereto as lenders (the “Lenders”) and Barclays Bank PLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”); and (ii) the anticipated merger of CNG with and into Dominion Resources, Inc., a Virginia corporation (“DRI”), which merger is anticipated to be effective as of 12:00 a.m. on June 30, 2007.

Pursuant to Section 9.2(b) of the Credit Agreement, DRI hereby acknowledges and agrees that effective immediately upon consummation of the merger of CNG with and into DRI, DRI shall automatically, and without requirement for any further action, (i) assume the Loans, L/C Obligations and all other obligations, rights and duties of CNG under the Credit Documents and (ii) become the “Borrower” under the Credit Documents and be bound in all respects by the terms thereof as if it were an original signatory thereto.

DRI further acknowledges and agrees that the Administrative Agent and the Lenders are express beneficiaries of this Acknowledgment and are entitled to rely on DRI’s acknowledgments and agreements set forth herein. This Acknowledgment may not be amended or otherwise modified without the prior written consent of the Administrative Agent.

THIS ACKNOWLEDGMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

[Remainder of page intentionally blank.]

IN WITNESS WHEREOF, this Acknowledgment has been duly executed as of the day and year first above written.

DOMINION RESOURCES, INC.
By:	/s/ G. Scott Hetzer
Name:	G. Scott Hetzer
Title:	Senior Vice President and Treasurer

Signature Page to

Acknowledgment

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

July 2, 2007

Company:	Dominion
Contacts:
Media:	Mark Lazenby (804) 819-2042 Mark.Lazenby@Dom.com
Analysts:	Greg Snyder (804) 819-2383 James.Gregory.Snyder@Dom.com

DOMINION COMPLETES MERGER OF CNG SUBSIDIARY

INTO HOLDING COMPANY

RICHMOND, Va. – Dominion (NYSE:D) announced today that it has completed the merger of its wholly owned subsidiary, Consolidated Natural Gas Company, into the parent holding company, Dominion Resources, Inc., as part of a move to streamline its corporate structure.

The merger was effective at 12:01 a.m. on Saturday, June 30. As a result of the merger, Dominion has assumed all obligations related to CNG indebtedness as well as any other financial obligations such as guarantees. First-tier CNG subsidiaries have become first-tier Dominion subsidiaries instead of second-tier subsidiaries.

Dominion is one of the nation’s largest producers of energy, with a portfolio of more than 26,500 megawatts of generation and 7,800 miles of natural gas transmission pipeline. Dominion also owns and operates the nation’s largest underground natural gas storage system with about 960 billion cubic feet of storage capacity and serves retail energy customers in 11 states. For more information about Dominion, visit the company’s Web site at http://www.dom.com.

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