10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 001-08489

DOMINION RESOURCES, INC.

(Exact name of registrant as specified in its charter)

VIRGINIA	54-1229715
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
120 TREDEGAR STREET RICHMOND, VIRGINIA	23219
(Address of principal executive offices)	(Zip Code)

(804) 819-2000

(Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

At September 30, 2009, the latest practicable date for determination, 597,240,826 shares of common stock, without par value, of the registrant were outstanding.

DOMINION RESOURCES, INC.

INDEX

		Page Number
	Glossary of Terms	3
PART I. Financial Information
Item 1.	Financial Statements
	Consolidated Statements of Income – Three and Nine Months Ended September 30, 2009 and 2008	4
	Consolidated Balance Sheets – September 30, 2009 and December 31, 2008	5
	Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2009 and 2008	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	49
PART II. Other Information
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 6.	Exhibits	52

PAGE    2

GLOSSARY OF TERMS

The following abbreviations or acronyms used in this Form 10-Q are defined below:

Abbreviation or Acronym	Definition
AOCI	Accumulated other comprehensive income (loss)
AROs	Asset retirement obligations
bcf	Billion cubic feet
bcfe	Billion cubic feet equivalent
CEO	Chief Executive Officer
CFO	Chief Financial Officer
DCI	Dominion Capital, Inc.
DD&A	Depreciation, depletion and amortization expense
Dominion	The legal entity, Dominion Resources, Inc., one or more of Dominion Resources, Inc.’s consolidated subsidiaries or operating segments, or the entirety of Dominion Resources, Inc. and its consolidated subsidiaries, depending on the context of its use
DEI	Dominion Energy, Inc.
Dominion Direct®	A dividend reinvestment and open enrollment direct stock purchase plan
Dominion East Ohio	The East Ohio Gas Company
DVP	Dominion Virginia Power operating segment
E&P	Exploration and production
EPA	Environmental Protection Agency
EPS	Earnings per share
FASB	Financial Accounting Standards Board
FERC	Federal Energy Regulatory Commission
FTRs	Financial transmission rights
GAAP	U.S. generally accepted accounting principles
Hope	Hope Gas, Inc.
kWh	Kilowatt-hour
LNG	Liquefied natural gas
mcf	Thousand cubic feet
mcfe	Thousand cubic feet equivalent
MD&A	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Moody’s	Moody’s Investors Service
MW	Megawatt
MWh	Megawatt-hour
North Anna	North Anna power station
NRC	Nuclear Regulatory Commission
Pennsylvania Commission	Pennsylvania Public Utility Commission
Peoples	The Peoples Natural Gas Company
PJM	PJM Interconnection, LLC
ROE	Return on equity
RTO	Regional transmission organization
SEC	Securities and Exchange Commission
Standard & Poor’s	Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc.
U.S.	United States of America
VIEs	Variable interest entities
Virginia City Hybrid Energy Center	A 585 Mw (nominal) carbon capture-compatible, clean-coal powered electric generation facility currently under construction in Wise County, Virginia
Virginia Commission	Virginia State Corporation Commission
Virginia Power	Virginia Electric and Power Company
West Virginia Commission	Public Service Commission of West Virginia

PAGE    3

DOMINION RESOURCES, INC.

PART I. FINANCIAL INFORMATION

ITEM  1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(millions, except per share amounts)	2009		2008(1)		2009		2008(1)
Operating Revenue	$	3,648	$	4,365	$	11,876	$	12,117
Operating Expenses
Electric fuel and other energy-related purchases		1,072		1,383		3,211		2,950
Purchased electric capacity		96		102		309		306
Purchased gas		279		692		1,785		2,482
Other operations and maintenance		748		762		2,695		2,409
Depreciation, depletion and amortization		274		259		824		770
Other taxes		107		112		373		375
Total operating expenses		2,576		3,310		9,197		9,292
Income from operations		1,072		1,055		2,679		2,825
Other income		123		14		127		10
Interest and related charges(2)		217		213		658		634
Income from continuing operations including noncontrolling interests before income tax expense		978		856		2,148		2,201
Income tax expense		380		344		840		701
Income from continuing operations including noncontrolling interests		598		512		1,308		1,500
Loss from discontinued operations(3)		—		—		—		(2	)
Net Income Including Noncontrolling Interests		598		512		1,308		1,498
Noncontrolling Interests		4		4		12		12
Net Income Attributable to Dominion	$	594	$	508	$	1,296	$	1,486
Amounts Attributable to Dominion:
Income from continuing operations, net of tax	$	594	$	508	$	1,296	$	1,488
Loss from discontinued operations, net of tax		—		—		—		(2	)
Net income attributable to Dominion	$	594	$	508	$	1,296	$	1,486
Earnings Per Common Share – Basic(4)
Net income attributable to Dominion	$	1.00	$	0.88	$	2.19	$	2.58
Earnings Per Common Share – Diluted(4)
Net income attributable to Dominion	$	1.00	$	0.87	$	2.19	$	2.56
Dividends paid per common share	$	0.4375	$	0.395	$	1.3125	$	1.185

(1) Our Consolidated Statements of Income for the three and nine months ended September 30, 2008 have been recast due to the application of new accounting guidance for noncontrolling interests, as discussed in Note 3.

(2) Includes affiliated interest expense of $5 million for the three months ended September 30, 2009 and 2008 and $16 million and $28 million for the nine months ended September 30, 2009 and 2008, respectively.

(3) Net of income tax benefit of $3 million for the nine months ended September 30, 2008.

(4) For the nine months ended September 30, 2008, loss from discontinued operations had no impact on basic or diluted earnings per share.

The accompanying notes are an integral part of our Consolidated Financial Statements.

PAGE    4

DOMINION RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(millions)	September 30, 2009			December 31, 2008(1)
ASSETS
Current Assets
Cash and cash equivalents	$	50		$	66
Customer receivables (less allowance for doubtful accounts of $30 and $32)		1,760			2,354
Other receivables (less allowance for doubtful accounts of $13 and $7)		105			205
Inventories		1,178			1,166
Derivative assets		1,498			1,497
Assets held for sale		1,360			1,416
Regulatory assets		475			340
Prepayments		115			163
Other		310			454
Total current assets		6,851			7,661
Investments
Nuclear decommissioning trust funds		2,554			2,246
Investment in equity method affiliates		600			726
Other		271			285
Total investments		3,425			3,257
Property, Plant and Equipment
Property, plant and equipment		37,913			35,448
Accumulated depreciation, depletion and amortization		(13,230	)		(12,174	)
Total property, plant and equipment, net		24,683			23,274
Deferred Charges and Other Assets
Goodwill		3,503			3,503
Regulatory assets		1,583			2,226
Other		2,042			2,132
Total deferred charges and other assets		7,128			7,861
Total assets	$	42,087		$	42,053

(1) Our Consolidated Balance Sheet at December 31, 2008 has been derived from the audited Consolidated Financial Statements at that date.

The accompanying notes are an integral part of our Consolidated Financial Statements.

PAGE    5

DOMINION RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(millions)	September 30, 2009			December 31, 2008(1)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Securities due within one year	$	709		$	444
Short-term debt		649			2,030
Accounts payable		1,046			1,499
Accrued interest, payroll and taxes		742			754
Derivative liabilities		1,016			1,100
Liabilities held for sale		540			570
Accrued dividends		—			260
Other		746			1,137
Total current liabilities		5,448			7,794
Long-Term Debt
Long-term debt		14,472			13,890
Junior subordinated notes payable:
Affiliates		268			268
Other		1,483			798
Total long-term debt		16,223			14,956
Deferred Credits and Other Liabilities
Deferred income taxes and investment tax credits		4,088			4,137
Asset retirement obligations		1,563			1,802
Pension and other postretirement benefit liabilities		1,592			1,525
Regulatory liabilities		1,126			944
Other		463			561
Total deferred credits and other liabilities		8,832			8,969
Total liabilities		30,503			31,719
Commitments and Contingencies (see Note 18)
Subsidiary Preferred Stock Not Subject to Mandatory Redemption		257			257
Common Shareholders’ Equity
Common stock – no par(2)		6,443			5,994
Other paid-in capital		182			182
Retained earnings		4,956			4,170
Accumulated other comprehensive loss		(254	)		(269	)
Total common shareholders’ equity		11,327			10,077
Total liabilities and shareholders’ equity	$	42,087		$	42,053

(1) Our Consolidated Balance Sheet at December 31, 2008 has been derived from the audited Consolidated Financial Statements at that date.

(2) 1 billion shares authorized; 597 million shares outstanding at September 30, 2009 and 583 million shares outstanding at December 31, 2008.

The accompanying notes are an integral part of our Consolidated Financial Statements.

PAGE    6

DOMINION RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Ended September 30, (millions)	2009			2008
Operating Activities
Net income including noncontrolling interests	$	1,308		$	1,498	(1)
Adjustments to reconcile net income including noncontrolling interests to net cash from operating activities:
Dominion Capital, Inc. impairment loss		—			62
Impairment of gas and oil properties		455			—
Net change in realized and unrealized derivative (gains) losses		(46	)		177
Depreciation, depletion and amortization		960			888
Deferred income taxes and investment tax credits		(342	)		351
Other adjustments		(49	)		48
Changes in:
Accounts receivable		804			187
Inventories		(41	)		(244	)
Deferred fuel and purchased gas costs		678			(636	)
Accounts payable		(475	)		(289	)
Accrued interest, payroll and taxes		(4	)		(232	)
Margin deposit assets and liabilities		(194	)		(249	)
Other operating assets and liabilities		(72	)		(134	)
Net cash provided by operating activities		2,982			1,427
Investing Activities
Plant construction and other property additions		(2,753	)		(2,307	)
Additions to gas and oil properties		(131	)		(166	)
Proceeds from assignment of natural gas drilling rights		—			343
Proceeds from sale of securities and loan receivable collections and payoffs		1,258			1,058
Purchases of securities and loan receivable originations		(1,294	)		(1,035	)
Investment in affiliates and partnerships		(40	)		(337	)
Distributions from affiliates and partnerships		174			41
Other		42			82
Net cash used in investing activities		(2,744	)		(2,321	)
Financing Activities
Issuance (repayment) of short-term debt, net		(1,381	)		695
Issuance of long-term debt		1,695			1,830
Repayment of long-term debt		(134	)		(889	)
Repayment of affiliated notes payable		—			(412	)
Issuance of common stock		381			178
Common dividend payments		(777	)		(686	)
Subsidiary preferred dividend payments		(12	)		(12	)(1)
Other		(28	)		(7	)
Net cash provided by (used in) financing activities		(256	)		697
Decrease in cash and cash equivalents		(18	)		(197	)
Cash and cash equivalents at beginning of period(2)		71			287
Cash and cash equivalents at end of period(3)	$	53		$	90
Significant Noncash Investing and Financing Activities
Accrued capital expenditures	$	184		$	60
Debt for equity exchange	$	56		$	—

(1) Our Consolidated Statement of Cash Flow for the nine months ended September 30, 2008 has been recast due to the application of new accounting guidance for noncontrolling interests, as discussed in Note 3.

(2) 2009 and 2008 amounts include $5 million and $4 million, respectively, of cash classified as held for sale in our Consolidated Balance Sheets.

(3) 2009 and 2008 amounts include $3 million and $2 million, respectively, of cash classified as held for sale in our Consolidated Balance Sheets.

The accompanying notes are an integral part of our Consolidated Financial Statements.

PAGE    7

DOMINION RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Nature of Operations

Dominion Resources, Inc., headquartered in Richmond, Virginia, is one of the nation’s largest producers and transporters of energy. Our operations are conducted through various subsidiaries, including Virginia Electric and Power Company (Virginia Power), our regulated public utility that generates, transmits and distributes electricity for sale in Virginia and northeastern North Carolina. In addition, our operations also include a regulated interstate natural gas transmission pipeline and underground storage system in the Northeast, mid-Atlantic and Midwest states, a liquefied natural gas (LNG) import and storage facility in Maryland and regulated gas transportation and distribution operations in Ohio, Pennsylvania and West Virginia. We have entered into an agreement to sell our Pennsylvania and West Virginia gas distribution operations as discussed in Note 4. Our nonregulated operations include merchant generation, energy marketing and price risk management activities, retail energy marketing operations and natural gas exploration and production in the Appalachian basin of the U.S.

We manage our daily operations through three primary operating segments: Dominion Virginia Power (DVP), Dominion Energy and Dominion Generation. In addition, we also report a Corporate and Other segment that includes our corporate, service company and other functions and the net impact of certain operations disposed of or to be disposed of, which are discussed in Note 4. Corporate and Other also includes specific items attributable to Dominion’s operating segments that are not included in profit measures evaluated by executive management in assessing the segments’ performance or in allocating resources among the segments. See Note 21 for further discussion of our operating segments.

The terms “Dominion,” “Company,” “we,” “our” and “us” are used throughout this report and, depending on the context of their use, may represent any of the following: the legal entity, Dominion Resources, Inc., one or more of Dominion Resources, Inc.’s consolidated subsidiaries or operating segments, or the entirety of Dominion Resources, Inc. and its consolidated subsidiaries.

Note 2. Significant Accounting Policies

As permitted by the rules and regulations of the SEC, our accompanying unaudited Consolidated Financial Statements contain certain condensed financial information and exclude certain footnote disclosures normally included in annual audited consolidated financial statements prepared in accordance with GAAP. These unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes in our Annual Report on Form 10-K for the year ended December 31, 2008 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009.

In our opinion, the accompanying unaudited Consolidated Financial Statements contain all adjustments necessary to present fairly our financial position as of September 30, 2009, our results of operations for the three and nine months ended September 30, 2009 and 2008 and our cash flows for the nine months ended September 30, 2009 and 2008. Such adjustments are normal and recurring in nature unless otherwise noted.

We make certain estimates and assumptions in preparing our Consolidated Financial Statements in accordance with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from those estimates.

Our accompanying unaudited Consolidated Financial Statements include, after eliminating intercompany transactions and balances, our accounts and those of our majority-owned subsidiaries.

In accordance with GAAP, we report certain contracts and instruments at fair value. See Note 9 for further information on fair value measurements.

The results of operations for interim periods are not necessarily indicative of the results expected for the full year. Information for quarterly periods is affected by seasonal variations in sales, rate changes, electric fuel and other energy-related purchases, purchased gas expenses and other factors.

PAGE    8

DOMINION RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Certain amounts in our 2008 Consolidated Financial Statements and Notes have been recast to conform to the 2009 presentation.

We have evaluated subsequent events through November 2, 2009, the date our Consolidated Financial Statements were issued.

Note 3. Newly Adopted Accounting Standards

Noncontrolling Interests in Consolidated Financial Statements

Effective January 1, 2009, we adopted new accounting guidance for noncontrolling interests that requires retrospective application of presentation and disclosure changes including that noncontrolling interests be reported as a component of equity and that net income attributable to the parent and noncontrolling interests be separately identified in the income statement.

Our subsidiary preferred dividends were previously included in interest and related charges in our Consolidated Statements of Income and in operating activities in our Consolidated Statements of Cash Flows. Due to the application of new accounting guidance for noncontrolling interests, we now reflect our subsidiary preferred dividends as an adjustment (noncontrolling interests) to arrive at net income attributable to Dominion in our Consolidated Statements of Income and in financing activities in our Consolidated Statements of Cash Flows. Since our subsidiary preferred stock does not qualify as permanent equity, we continue to report these amounts as mezzanine equity in our Consolidated Balance Sheets.

Recognition and Presentation of Other-Than-Temporary Impairments

The FASB amended its guidance for the recognition and presentation of other-than-temporary impairments, which we adopted effective April 1, 2009. The recognition provisions of this guidance apply only to debt securities classified as available for sale or held to maturity, while the presentation and disclosure requirements apply to both debt and equity securities. Prior to the adoption of this guidance, as described in Note 2 in our Annual Report on Form 10-K for the year ended December 31, 2008, we considered all debt securities held by our nuclear decommissioning trusts with market values below their cost bases to be other-than-temporarily impaired as we did not have the ability to ensure the investments were held through the anticipated recovery period.

Effective with the adoption of this guidance, using information obtained from our nuclear decommissioning trust fixed-income investment managers, we record in earnings any unrealized loss for a debt security when the manager intends to sell the debt security or it is more likely than not that the manager will have to sell the debt security before recovery of its fair value up to its cost basis. For any debt security that is deemed to have experienced a credit loss, we record the credit loss in earnings and any remaining portion of the unrealized loss in other comprehensive income. We evaluate credit losses primarily by considering the credit ratings of the issuer, prior instances of non-performance by the issuer and other factors. For investments in our utility nuclear decommissioning trusts, all net realized and unrealized gains and losses on debt securities (including any other-than-temporary impairments) continue to be recorded to a regulatory liability for certain jurisdictions subject to cost-based regulation.

Upon the adoption of this guidance for debt investments held at April 1, 2009, we recorded a $20 million ($12 million after-tax) cumulative effect of a change in accounting principle to reclassify the non-credit related portion of previously recognized other-than-temporary impairments from retained earnings to AOCI, reflecting the fixed-income investment managers’ intent and ability to hold the debt securities until the amortized cost bases are recovered.

Note 4. Dispositions

Sale of Certain DCI Operations

Previously, Dominion Capital, Inc. (DCI) held an investment in the subordinated notes of a third-party collateralized debt obligation (CDO) entity determined to be a variable interest entity (VIE), which we consolidated. In March 2008, we reached an agreement to sell our remaining interest in the subordinated notes, effectively eliminating the variability of our interest, and therefore deconsolidated the CDO entity as of March 31, 2008 and recognized impairment losses of $62 million ($38 million after-tax) in other operations and maintenance expense. In connection with the sale of the subordinated notes, in April 2008, we received proceeds of $54 million, including accrued interest.

PAGE    9

DOMINION RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Planned Sale of Regulated Gas Distribution Subsidiaries

In July 2008, we entered into an agreement with Peoples Hope Gas Companies LLC, a subsidiary of Babcock & Brown Infrastructure Fund North America LP (the Fund), to sell Peoples and Hope for approximately $910 million, subject to adjustments to reflect levels of capital expenditures and changes in working capital. In May 2009, the Fund’s management team established a new entity, SteelRiver Infrastructure Partners LP (SteelRiver), to acquire the general partner of the Fund from Babcock & Brown. John Hancock Life Insurance Company (John Hancock) acquired Babcock & Brown’s limited partner interests in the Fund. Management rights over the Fund were acquired by an entity jointly owned by SteelRiver and John Hancock and will be managed under contract with SteelRiver. The transactions described in the three preceding sentences are referred to as the SteelRiver Transaction. Following the SteelRiver Transaction, the Fund was renamed “SteelRiver Infrastructure Fund North America LP.” The sale of Peoples and Hope is expected to close in 2009, subject to state regulatory approvals in Pennsylvania and West Virginia.

The carrying amounts of the major classes of assets and liabilities associated with the planned sale of Peoples and Hope and classified as held for sale in our Consolidated Balance Sheets are as follows:

	September 30, 2009			December 31, 2008
(millions)
ASSETS
Current Assets
Customer receivables	$	61		$	172
Other		225			142
Total current assets		286			314
Property, Plant and Equipment
Property, plant and equipment		1,234			1,204
Accumulated depreciation, depletion and amortization		(352	)		(358	)
Total property, plant and equipment, net		882			846
Deferred Charges and Other Assets
Regulatory assets		139			156
Other		53			100
Total deferred charges and other assets		192			256
Assets held for sale	$	1,360		$	1,416
LIABILITIES
Current Liabilities	$	167		$	192
Deferred Credits and Other Liabilities
Deferred income taxes and investment tax credits		284			289
Other		89			89
Total deferred credits and other liabilities		373			378
Liabilities held for sale	$	540		$	570

The following table presents selected information regarding the results of operations of Peoples and Hope, which are included in income from continuing operations including noncontrolling interests:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2009			2008		2009			2008
(millions)
Operating revenue	$	51		$	74	$	452		$	480
Income (loss) before income taxes		(24	)(1)		—		32	(1)		100	(1)

(1) For the nine months ended September 30, 2008, reflects a $47 million benefit related to the re-establishment of a regulatory asset in connection with the planned sale of Peoples and Hope. The three and nine months ended September 30, 2009, include the impact of a $22 million charge due to a reduction of the previously established regulatory asset.

PAGE    10

DOMINION RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 5. Operating Revenue

Our operating revenue consists of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
(millions)
Operating Revenue
Electric sales:
Regulated	$	1,905	$	2,143	$	5,377	$	5,153
Nonregulated		999		1,005		2,917		2,669
Gas sales:
Regulated		50		107		658		898
Nonregulated		338		816		1,629		2,239
Gas transportation and storage		249		189		968		799
Other		107		105		327		359
Total operating revenue	$	3,648	$	4,365	$	11,876	$	12,117

Note 6. Income Taxes

A reconciliation of income taxes at the U.S. statutory federal rate as compared to the income tax expense recorded in our Consolidated Statements of Income is presented below:

	Nine Months Ended September 30,
	2009		2008
U.S. statutory rate	35.0	%	35.0	%
Increases (reductions) resulting from:
State taxes, net of federal benefit	4.4		3.9
Reversal of deferred taxes – stock of subsidiaries held for sale	—		(6.2	)
Other, net	(0.3	)	(0.8	)
Effective tax rate	39.1	%	31.9	%

In 2008, our effective tax rate reflected the reversal of $136 million of deferred tax liabilities, recognized in 2006, associated with the excess of our financial reporting basis over the tax basis in the stock of Peoples and Hope. In 2006, based on the intended form of the sale of Peoples and Hope to Equitable Resources, Inc. (Equitable), we recognized these deferred tax liabilities since the difference between the financial reporting basis and our tax basis in the stock of the subsidiaries was expected to reverse upon closing of the sale. In January 2008, Dominion and Equitable agreed to terminate the agreement for the sale of Peoples and Hope. At that time, based on our expectation that the form of any future disposal of these subsidiaries would be structured so that the taxable gain would instead be determined by reference to the basis in the subsidiaries’ underlying assets, we reversed the related deferred tax liabilities recognized in 2006. As discussed in Note 4, we have executed a new agreement to sell Peoples and Hope, whereby we will determine our taxable gain by reference to the basis in the subsidiaries’ underlying assets.

In the second quarter of 2009, the U.S. Congressional Joint Committee on Taxation completed its review of our settlement with the Appellate Division of the Internal Revenue Service (IRS Appeals) for tax years 1999 through 2001. We were entitled to a $60 million refund, of which $20 million was applied as an estimated payment for 2009 taxes and $40 million was paid to us in October 2009. Settlement negotiations with IRS Appeals regarding our protest of adjustments proposed for tax years 2002 and 2003 are ongoing. In addition, the Internal Revenue Service (IRS) has completed its audit and has proposed adjustments for tax years 2004 and 2005. We filed protests for certain of those adjustments in July 2009.

At September 30, 2009, unrecognized tax benefits related to current year tax positions were $39 million. During the nine months ended September 30, 2009, unrecognized tax benefits related to prior year uncertain tax positions increased on a gross basis by $44 million and decreased on a gross basis by $86 million. In addition, unrecognized tax benefits for prior years decreased by $11 million for settlements with tax authorities, $28 million for amounts that otherwise become deductible in 2009 and $5 million for expiration of statutes of limitations.

PAGE    11

DOMINION RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

See Note 7 to our Annual Report on Form 10-K for the year ended December 31, 2008, for a discussion of reasonably possible changes that could occur in our unrecognized tax benefits during the next twelve months, including our efforts to eliminate or reduce uncertainty regarding the calculation of our qualified production activities deduction under the IRS Pre-filing Program. It is reasonably possible that we could reach an agreement with the IRS about our calculation in the fourth quarter of 2009, and unrecognized tax benefits for 2009 and prior years would decrease by $25 million to $35 million, which would be reflected in our earnings. In addition, with the completion of the audit of tax years 2004 and 2005, it is reasonably possible that unrecognized tax benefits could decrease up to $45 million over the next twelve months, resulting from successful settlement negotiations or payments to tax authorities, with no material impact on our results of operations.

Note 7. Earnings Per Share

The following table presents the calculation of our basic and diluted EPS:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
(millions, except EPS)
Net income attributable to Dominion	$	594	$	508	$	1,296	$	1,486
Average shares of common stock outstanding – Basic		595.9		578.6		591.7		577.0
Net effect of potentially dilutive securities(1)		0.4		3.4		0.3		3.3
Average shares of common stock outstanding – Diluted		596.3		582.0		592.0		580.3
Earnings Per Common Share – Basic	$	1.00	$	0.88	$	2.19	$	2.58
Earnings Per Common Share – Diluted	$	1.00	$	0.87	$	2.19	$	2.56

(1) Potentially dilutive securities consist of options, goal-based stock and contingently convertible senior notes.

Potentially dilutive securities with the right to acquire approximately 0.5 million and 1.6 million common shares for the three and nine months ended September 30, 2009, respectively, were not included in the respective period’s calculation of diluted EPS because the exercise or purchase prices of those instruments were greater than the average market price of our common shares. There were no potentially dilutive securities excluded from the calculation of diluted EPS during the three and nine months ended September 30, 2008.

Note 8. Comprehensive Income

The following table presents total comprehensive income:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
(millions)
Net income including noncontrolling interests	$	598		$	512		$	1,308		$	1,498
Other comprehensive income (loss):
Net other comprehensive income (loss) associated with effective portion of changes in fair value of derivatives designated as cash flow hedges, net of taxes and amounts reclassified to earnings		(156	)		1,263	(1)		(117	)		140	(1)
Other, net of tax(2)		67			(19	)		144			(79	)
Other comprehensive income (loss)		(89	)		1,244			27			61
Comprehensive income including noncontrolling interests		509			1,756			1,335			1,559
Noncontrolling interests		4			4			12			12
Total comprehensive income attributable to Dominion	$	505		$	1,752		$	1,323		$	1,547

(1) For the quarter, increase principally due to the impact of a decrease in commodity prices. For the year-to-date period, reflects a decrease in commodity prices in the third quarter, partially offset by an increase in commodity prices through the first six months of the year.

(2) Principally represents a net increase in unrealized gains on investments held in merchant nuclear decommissioning trusts in 2009 as compared to a decrease in 2008.

Other comprehensive income (loss) for the nine months ended September 30, 2009 excludes a $20 million ($12 million after-tax) adjustment to AOCI representing the cumulative effect of the change in accounting principle related to the recognition and presentation of other-than-temporary impairments.

PAGE    12

DOMINION RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 9. Fair Value Measurements

Our fair value measurements are made in accordance with the policies discussed in Note 8 to our Annual Report on Form 10-K for the year ended December 31, 2008. In addition, see Note 10 in this report for further information about our derivatives and hedge accounting activities.

The following table presents our assets and liabilities that are measured at fair value on a recurring basis for each hierarchy level, including both current and noncurrent portions:

	Level 1		Level 2		Level 3		Total
(millions)
As of September 30, 2009
Assets
Derivatives	$	94	$	1,662	$	132	$	1,888
Investments:
Marketable equity securities		1,507		—		—		1,507
Marketable debt securities:
Corporate bonds		—		247		—		247
U.S. Treasury securities and agency debentures		219		95		—		314
State and municipal		—		433		—		433
Other		—		2		—		2
Cash equivalents and other		—		39		—		39
Total assets	$	1,820	$	2,478	$	132	$	4,430
Liabilities
Derivatives	$	30	$	1,031	$	143	$	1,204
As of December 31, 2008
Assets
Derivatives	$	125	$	1,672	$	243	$	2,040
Investments:
Marketable equity securities		514		573		—		1,087
Marketable debt securities:
Corporate bonds		—		249		—		249
U.S. Treasury securities and agency debentures		209		179		—		388
State and municipal		—		455		—		455
Other		—		6		—		6
Cash equivalents and other		2		39		—		41
Total assets	$	850	$	3,173	$	243	$	4,266
Liabilities
Derivatives	$	7	$	1,146	$	144	$	1,297

PAGE    13

DOMINION RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The following table presents the net change in the assets and liabilities measured at fair value on a recurring basis and included in the Level 3 fair value category:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
(millions)
Beginning balance	$	31		$	(191	)	$	99		$	(61	)
Total realized and unrealized gains or (losses):
Included in earnings		3			(9	)		(128	)		53
Included in other comprehensive income (loss)		(7	)		357			(95	)		(19	)
Included in regulatory assets/liabilities		(45	)		(249	)		10			(49	)
Purchases, issuances and settlements		5			(15	)		118			(27	)
Transfers out of Level 3		2			5			(15	)		1
Ending balance	$	(11	)	$	(102	)	$	(11	)	$	(102	)
The amount of gains (losses) for the period included in earnings attributable to the change in unrealized gains/losses relating to assets still held at the reporting date	$	7		$	(35	)	$	2		$	(3	)

The following table presents gains and losses included in earnings in the Level 3 fair value category:

	Operating revenue			Electric fuel and other energy-related purchases			Purchased gas			Total
(millions)
Three Months Ended September 30, 2009
Total gains or (losses) included in earnings	$	17		$	(14	)	$	—		$	3
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains/losses relating to assets/liabilities still held at the reporting date		6			—			1			7
Three Months Ended September 30, 2008
Total gains or (losses) included in earnings	$	2		$	17		$	(28	)	$	(9	)
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains/losses relating to assets/liabilities still held at the reporting date		9			(19	)		(25	)		(35	)
Nine Months Ended September 30, 2009
Total gains or (losses) included in earnings	$	31		$	(152	)	$	(7	)	$	(128	)
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains/losses relating to assets/liabilities still held at the reporting date		5			—			(3	)		2
Nine Months Ended September 30, 2008
Total gains or (losses) included in earnings	$	(50	)	$	107		$	(4	)	$	53
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains/losses relating to assets/liabilities still held at the reporting date		8			(4	)		(7	)		(3	)

As of September 30, 2009, our net balance of commodity derivatives categorized as Level 3 fair value measurements was a net liability of $11 million. A hypothetical 10% increase in commodity prices would increase the net liability by $30 million, while a hypothetical 10% decrease in commodity prices would decrease the net liability by $30 million.

Additionally, during the first quarter of 2009, we evaluated an equity method investment for impairment and

PAGE    14

DOMINION RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

recorded a $23 million impairment in other income in our Consolidated Statement of Income. The resulting fair value of $10 million was estimated using an expected present value cash flow model and is considered a Level 3 fair value measurement due to the use of significant unobservable inputs related to the timing and amount of future equity distributions based on the investee’s future financing structure, contractual and market based revenues and operating costs.

There were no significant non-financial assets or liabilities that were measured at fair value on a nonrecurring basis during the nine months ended September 30, 2009.

Fair Value of Financial Instruments

Substantially all of our financial instruments are recorded at fair value, with the exception of the instruments described below that are reported at historical cost. Estimated fair values have been determined using available market information and valuation methodologies considered appropriate by management. The carrying amount of our cash and cash equivalents, customer and other receivables, short-term debt and accounts payable are representative of fair value due to the short-term nature of these instruments. The financial instruments’ carrying amounts and fair values are as follows:

	September 30, 2009				December 31, 2008
	Carrying Amount		Estimated Fair Value(1)		Carrying Amount		Estimated Fair Value(1)
(millions)
Long-term debt, including securities due within one year(2)	$	15,181	$	16,702	$	14,334	$	14,260
Junior subordinated notes payable to:
Affiliates		268		257		268		234
Other(3)		1,483		849		798		409
Subsidiary preferred stock(4)		257		240		257		231

(1) Fair value is estimated using market prices, where available, and interest rates currently available for issuance of debt with similar terms and remaining maturities. The carrying amount of debt issues with short-term maturities and variable rates refinanced at current market rates is a reasonable estimate of their fair value.

(2) The estimated fair value compared to the carrying amount increased during the current period due to the recovery in corporate credit spreads since December 31, 2008. Includes net unamortized discount of $31 million and $35 million at September 30, 2009 and December 31, 2008, respectively, and the valuation of certain fair value hedges associated with our fixed rate debt of $29 million and $15 million at September 30, 2009 and December 31, 2008, respectively.

(3) Includes net unamortized discount of $2 million at September 30, 2009 and December 31, 2008.

(4) Includes issuance expenses of $2 million at September 30, 2009 and December 31, 2008.

PAGE    15

DOMINION RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 10. Derivatives and Hedge Accounting Activities

Our accounting policies and objectives and strategies for using derivative instruments are discussed in Note 2 to our Annual Report on Form 10-K for the year ended December 31, 2008.

The following table presents the volume of our derivative activity as of September 30, 2009. These volumes are based on open derivative positions and represent the combined absolute value of our long and short positions, except in the case of offsetting deals, for which we present the absolute value of the net volume of our long and short positions.

	Current		Noncurrent
Natural Gas (bcf):
Fixed price(1)		751.5		235.0
Basis		1,165.3		514.5
Electricity (MWh):
Fixed price		18,203,303		10,960,574
FTRs		71,487,157		—
Capacity (MW)		976,216		5,587,400
Liquids (gallons)(1)		164,124,327		173,040,000
Interest rate	$	1,450,000,000	$	1,625,000,000
Foreign currency (euros)		13,847,638		—

(1) Includes natural gas liquids and oil.

For the three and nine months ended September 30, 2009 and 2008, gains or losses on hedging instruments determined to be ineffective were not material. Amounts excluded from the assessment of effectiveness include gains or losses attributable to changes in the time value of options and changes in the differences between spot prices and forward prices and were not material for the three and nine months ended September 30, 2009 and 2008.

The following table presents selected information related to gains (losses) on cash flow hedges included in AOCI in our Consolidated Balance Sheet at September 30, 2009:

	AOCI After-Tax			Amounts Expected to be Reclassified to Earnings during the next 12 Months After-Tax			Maximum Term
(millions)
Commodities:
Gas	$	(27	)	$	(29	)	45 months
Electricity		302			228		27 months
Natural gas liquids		39			22		27 months
Other		5			—		68 months
Interest rate		71			(4	)	375 months
Foreign currency		1			1		62 months
Total	$	391		$	218

The amounts that will be reclassified from AOCI to earnings will generally be offset by the recognition of the hedged transactions (e.g., anticipated sales) in earnings, thereby achieving the realization of prices contemplated by the underlying risk management strategies and will vary from the expected amounts presented above as a result of changes in market prices, interest rates and foreign exchange rates.

PAGE    16

DOMINION RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Fair Value and Gains and Losses on Derivative Instruments

The following table presents the fair values of our derivatives as of September 30, 2009 and where they are presented on our Consolidated Balance Sheet:

	Fair Value – Derivatives under Hedge Accounting		Fair Value – Derivatives not under Hedge Accounting		Total Fair Value
(millions)
ASSETS
Current Assets
Commodity	$	674	$	720	$	1,394
Interest rate		102		—		102
Foreign currency		2		—		2
Total current derivative assets		778		720		1,498
Noncurrent Assets
Commodity		230		115		345
Interest rate		45		—		45
Total noncurrent derivative assets(1)		275		115		390
Total derivative assets	$	1,053	$	835	$	1,888
LIABILITIES
Current Liabilities
Commodity	$	202	$	807	$	1,009
Interest rate		7		—		7
Total current derivative liabilities		209		807		1,016
Noncurrent Liabilities
Commodity		61		126		187
Interest rate		1		—		1
Total noncurrent derivative liabilities(2)		62		126		188
Total derivative liabilities	$	271	$	933	$	1,204

(1) Noncurrent derivative assets are presented in other deferred charges and other assets on our Consolidated Balance Sheet.

(2) Noncurrent derivative liabilities are presented in other deferred credits and other liabilities on our Consolidated Balance Sheet.

PAGE    17

DOMINION RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The following tables present the gains and losses on our derivatives, as well as where the associated activity is presented on our Consolidated Balance Sheet and Statement of Income:

Derivatives in cash flow hedging relationships	Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)(1)			Amount of Gain (Loss) Reclassified from AOCI to Income			Increase (Decrease) in Derivatives Subject to Regulatory Treatment(2)
(millions)
Three Months Ended September 30, 2009
Derivative Type and Location of Gains (Losses)
Commodity
Operating revenue				$	307
Purchased gas					(16	)
Electric fuel and other energy-related purchases					(2	)
Purchased electric capacity					1
Total commodity	$	50			290		$	4
Interest rate(3)		(15	)		(1	)		(18	)
Foreign currency(4)		—			1			(2	)
Total	$	35		$	290		$	(16	)
Nine Months Ended September 30, 2009
Derivative Type and Location of Gains (Losses)
Commodity
Operating revenue				$	829
Purchased gas					(99	)
Electric fuel and other energy-related purchases					(9	)
Purchased electric capacity					4
Total commodity	$	424			725		$	9
Interest rate(3)		109			(3	)		57
Foreign currency(4)		1			2			(2	)
Total	$	534		$	724		$	64

(1) Amounts deferred into AOCI have no associated effect in our Consolidated Statements of Income.

(2) Represents net derivative activity deferred into and amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in our Consolidated Statements of Income.

(3) Amounts recorded in our Consolidated Statements of Income are classified in interest and related charges.

(4) Amounts recorded in our Consolidated Statements of Income are classified in electric fuel and other energy-related purchases.

	Amount of Gain (Loss) Recognized in Income on Derivatives(1)
Derivatives not designated as hedging instruments	Three Months Ended September 30, 2009			Nine Months Ended September 30, 2009
(millions)
Derivative Type and Location of Gains (Losses)
Commodity
Operating revenue	$	28		$	74
Purchased gas		(15	)		(61	)
Electric fuel and other energy-related purchases		(14	)		(151	)
Total	$	(1	)	$	(138	)

(1) Includes derivative activity amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect on our Consolidated Statements of Income.

For the three and nine months ended September 30, 2009, there were no significant gains or losses recorded related to fair value hedging relationships.

PAGE    18

DOMINION RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

See Note 9 for further information about fair value measurements and associated valuation methods for derivatives.

Note 11. Investments

Rabbi Trust Securities

Marketable equity and debt securities and cash equivalents held in our rabbi trusts and classified as trading totaled $93 million and $95 million at September 30, 2009 and December 31, 2008, respectively. Cost-method investments held in our rabbi trusts totaled $17 million and $21 million at September 30, 2009 and December 31, 2008, respectively.

Decommissioning Trust Securities

We hold marketable equity and debt securities and cash equivalents (classified as available-for-sale) and cost method investments in nuclear decommissioning trust funds to fund future decommissioning costs for our nuclear plants. Our decommissioning trust funds are summarized below.

	Amortized Cost		Total Unrealized Gains(1)		Total Unrealized Losses(1)			Fair Value
(millions)
September 30, 2009
Marketable equity securities	$	1,189	$	273	$	—		$	1,462
Marketable debt securities:
Corporate bonds		234		14		(1	)		247
U.S. Treasury securities and agency debentures		298		15		—			313
State and municipal		362		29		(1	)		390
Other		2		—		—			2
Cost method investments		95		—		—			95
Cash equivalents and other(2)		45		—		—			45
Total	$	2,225	$	331	$	(2	)(3)	$	2,554
December 31, 2008
Marketable equity securities	$	1,022	$	26	$	—		$	1,048
Marketable debt securities:
Corporate bonds		238		11		—			249
U.S. Treasury securities and agency debentures		371		16		—			387
State and municipal		386		14		—			400
Other		6		1		—			7
Cost method investments		108		—		—			108
Cash equivalents and other(2)		47		—		—			47
Total	$	2,178	$	68	$	—		$	2,246

(1) Included in AOCI and the decommissioning trust regulatory liability.

(2) Includes net assets related to pending sales and purchases of securities of $7 million and $8 million at September 30, 2009 and December 31, 2008, respectively.

(3) The fair value of securities in an unrealized loss position was $66 million at September 30, 2009.

The fair value of our marketable debt securities at September 30, 2009, by contractual maturity is as follows:

	Amount
(millions)
Due in one year or less	$	85
Due after one year through five years		232
Due after five years through ten years		295
Due after ten years		340
Total	$	952

PAGE    19

DOMINION RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Presented below is selected information regarding our marketable equity and debt securities.

	Three Months Ended September 30,					Nine Months Ended September 30,
	2009		2008			2009		2008
(millions)
Trading securities:
Net unrealized gain (loss)	$	8	$	(6	)	$	10	$	(17	)
Available-for-sale securities:
Proceeds from sales(1)		531		178			1,258		580
Realized gains(2)		113		18			174		57
Realized losses(2)		25		91			184		213

(1) The increase in proceeds primarily reflects changes in asset allocation and liquidation of positions in connection with changes in fund managers.

(2) Includes realized gains and losses recorded to the decommissioning trust regulatory liability.

We recorded other-than-temporary impairment losses on investments as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
(millions)
Total other-than-temporary impairment losses(1)	$	10		$	66		$	166		$	166
Losses recorded to decommissioning trust regulatory liability		(6	)		(22	)		(76	)		(56	)
Losses recognized in other comprehensive income (before taxes)		—			—			(1	)		—
Net impairment losses recognized in earnings	$	4		$	44		$	89		$	110

(1) Amount includes other-than-temporary impairment losses for debt securities of $1 million and $24 million for the three months ended September 30, 2009 and 2008, respectively, and $9 million and $36 million for the nine months ended September 30, 2009 and 2008, respectively.

PAGE    20

DOMINION RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 12. Regulatory Assets and Liabilities

Our regulatory assets and liabilities include the following:

	September 30, 2009		December 31, 2008
(millions)
Regulatory assets
Deferred cost of fuel used in electric generation(1)	$	295	$	133
Unrecovered gas costs(2)		63		107
Other		117		100
Regulatory assets – current		475		340
Unrecognized pension and other postretirement benefit costs(3)		1,072		1,090
PIPP(4)		156		131
RTO start-up costs and administration fees(5)		133		135
Deferred cost of fuel used in electric generation(1)		—		676
Other		222		194
Regulatory assets – non-current		1,583		2,226
Total regulatory assets	$	2,058	$	2,566
Regulatory liabilities
Provision for future cost of removal and AROs(6)	$	737	$	688
Decommissioning trust(7)		299		213
Other(8)		115		63
Total regulatory liabilities	$	1,151	$	964

(1) Primarily reflects deferred fuel expenses for the Virginia jurisdiction of our utility generation operations. See Note 18 for more information.

(2) Primarily reflects prior period unrecovered gas costs at Dominion East Ohio, which are recovered through quarterly filings with the Public Utilities Commission of Ohio.

(3) Represents unrecognized pension and other postretirement benefit costs expected to be recovered through future rates by certain of our rate-regulated subsidiaries.

(4) Under the Ohio Percentage of Income Payment Plan (PIPP), eligible customers can receive energy assistance based on their ability to pay. The difference between the customer’s total bill and the PIPP plan amount is deferred and collected under the PIPP rider according to Dominion East Ohio tariff provisions. Although the current rider rate was designed to recover deferred costs over a three year period, unrecovered costs have increased. Accordingly, Dominion East Ohio plans to file for approval to amend the recovery rate in the fourth quarter of 2009.

(5) See Note 18 regarding FERC approval of our recovery of start-up costs incurred in connection with joining an RTO and ongoing administrative charges paid to PJM through a Deferral Recovery Charge (DRC). At September 30, 2009, approximately $20 million of these costs were included in other current regulatory assets.

(6) In some circumstances, rates charged to customers by our regulated businesses include a provision for the cost of future activities to remove assets that are expected to be incurred at the time of retirement.

(7) Primarily reflects a regulatory liability representing amounts collected from Virginia jurisdictional customers and placed in external trusts (including income, losses and changes in fair value thereon) for the future decommissioning of our utility nuclear generation stations, in excess of the related ARO.

(8) Includes $25 million and $20 million reported in other current liabilities at September 30, 2009 and December 31, 2008, respectively.

At September 30, 2009, approximately $507 million of our regulatory assets represented past expenditures on which we do not earn a return. These expenditures consist primarily of deferred fuel costs that are expected to be recovered within the next twelve months.

PAGE    21

Note 13. Asset Retirement Obligations

The following table describes the changes in our AROs during 2009:

	Amount
(millions)
AROs at December 31, 2008(1)	$	1,822
Obligations incurred during the period		3
Obligations settled during the period		(7	)
Revisions in estimated cash flows(2)		(304	)
Accretion		66
AROs at September 30, 2009(1)	$	1,580

(1) Includes $20 million and $17 million reported in other current liabilities at December 31, 2008 and September 30, 2009, respectively.

(2) Primarily reflects updated decommissioning cost studies and applicable escalation rates received for each of our nuclear facilities during the second quarter of 2009.

In June 2009, we recorded a $103 million ($62 million after-tax) reduction in other operations and maintenance expense due to a downward revision in the nuclear decommissioning ARO for a power station unit that is no longer in service.

Note 14. Ceiling Test

We follow the full cost method of accounting for gas and oil E&P activities prescribed by the SEC. Under the full cost method, capitalized costs are subject to a quarterly ceiling test. Under the ceiling test, amounts capitalized are limited to the present value of estimated future net revenues to be derived from the anticipated production of proved gas and oil reserves, discounted at 10%, assuming period-end hedge-adjusted prices. If net capitalized costs exceed the ceiling at the end of any quarterly period, then a permanent write-down of the assets must be recognized in that period; however, subsequent commodity price increases may be utilized to reduce or eliminate any impairment in accordance with SEC guidelines.

We used prices in effect subsequent to September 30, 2009 to calculate the ceiling test limitation. Using hedge-adjusted prices subsequent to period-end there was no ceiling test impairment. Approximately 3% of our anticipated production is hedged by qualifying cash flow hedges, for which hedge-adjusted prices were used to calculate estimated future net revenue. Excluding the effects of hedge-adjusted prices in calculating the ceiling test limitation would have resulted in a $12 million ($7 million after-tax) ceiling test impairment. Using prices in effect on September 30, 2009 would have resulted in a ceiling test impairment charge of $107 million ($66 million after-tax). Excluding the effects of period-end hedge-adjusted prices in calculating the ceiling test limitation, the impairment would have been $247 million ($148 million after-tax).

At March 31, 2009, we recorded a ceiling test impairment charge of $455 million ($281 million after-tax, including a subsequent $9 million increase for estimated state taxes recorded in the second quarter of 2009) in other operations and maintenance expense in our Consolidated Statement of Income. Excluding the effects of hedge-adjusted prices in calculating the ceiling limitation, the impairment would have been $631 million ($387 million after-tax, including a subsequent update for estimated state taxes recorded in the second quarter of 2009). Following adoption of the SEC’s Final Rule, Modernization of Oil and Gas Reporting effective December 31, 2009, we will be required to use trailing twelve month average natural gas and oil prices when performing the full cost ceiling test calculation.

Note 15. Variable Interest Entities

As discussed in Note 16 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2008, certain variable pricing terms in some of our long-term power and capacity contracts cause them to be considered variable interests in the counterparties.

We have long-term power and capacity contracts with four non-utility generators with an aggregate generation capacity of approximately 940 MW. These contracts contain certain variable pricing mechanisms in the form of partial fuel reimbursement that we consider to be variable interests. After an evaluation of the information provided to us by these entities, we were unable to determine whether they were VIEs. However, the information they provided, as well as our knowledge of generation facilities in Virginia, enabled us to conclude that, if they were VIEs, we would not be the primary beneficiary. This conclusion was based primarily on a qualitative assessment of our variable interests as compared to the operations, commodity price and other risks retained by the entities’ equity

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and debt holders during the remaining terms of our contracts and for the years the entities are expected to operate after our contractual relationships expire. The contracts expire at various dates ranging from 2015 to 2021. We are not subject to any risk of loss from these potential VIEs other than our remaining purchase commitments which totaled $1.8 billion as of September 30, 2009. We paid $52 million and $50 million for electric capacity and $24 million and $60 million for electric energy to these entities for the three months ended September 30, 2009 and 2008, respectively. We paid $156 million and $152 million for electric capacity and $90 million and $153 million for electric energy to these entities for the nine months ended September 30, 2009 and 2008, respectively.

Note 16. Significant Financing Transactions

Credit Facilities and Short-Term Debt

We use short-term debt, primarily commercial paper, to fund working capital requirements, as a bridge to long-term debt financing and as interim financing for acquisitions, if applicable. The levels of our borrowings may vary significantly during the course of the year, depending upon the timing and amount of cash requirements not satisfied by cash from operations. In addition, we utilize cash and letters of credit to fund collateral requirements under our commodities hedging program. Collateral requirements are impacted by commodity prices, hedging levels and our credit quality and the credit quality of our counterparties.

At September 30, 2009, we had the following amounts outstanding and capacity available under our credit facilities:

	Facility Limit		Outstanding Commercial Paper		Outstanding Bank Borrowings		Outstanding Letters of Credit		Facility Capacity Available
(millions)
Five-year joint revolving credit facility(1)	$	2,872	$	—	$	—	$	252	$	2,620
Five-year Dominion credit facility(2)		1,700		49		600		16		1,035
Five-year Dominion bilateral facility(3)		200		—		—		52		148
Totals	$	4,772	$	49	$	600	$	320	$	3,803

(1) This credit facility was entered into in February 2006 and terminates in February 2011. This credit facility can be used to support bank borrowings and the issuance of commercial paper, as well as to support up to $1.5 billion of letters of credit.

(2) This credit facility was entered into in August 2005 and terminates in August 2010. This credit facility can be used to support bank borrowings, commercial paper and letter of credit issuances.

(3) This facility was entered into in December 2005 and terminates in December 2010. This facility can be used to support bank borrowings, commercial paper and letter of credit issuances.

In addition to the credit facility commitments disclosed above, we also have a five-year $120 million syndicated credit facility that can be used to support certain Virginia Power tax-exempt financings.

Long-Term Debt

In May 2009, Brayton Point power station (Brayton Point) borrowed $50 million in connection with the Massachusetts Development Finance Agency Solid Waste Disposal Revenue Refunding Bonds Series 2009, which mature in 2042 and bear a coupon rate of 5.75% for the first ten years, after which they will bear interest at a market rate to be determined at that time, using a remarketing process. The proceeds were used to finance certain improvements at Brayton Point.

In May 2009, Virginia Power borrowed $40 million in connection with the Economic Development Authority of the County of Chesterfield Pollution Control Refunding Revenue Bonds, Series 2009 A, which mature in 2023 and bear a coupon rate of 5.0%. The proceeds were used to refund the principal amount of the Industrial Development Authority of the County of Chesterfield Money Market Municipals^TM Pollution Control Revenue Bonds, Series 1985 that would otherwise have matured in October 2009.

In May 2009, Virginia Power borrowed $70 million in connection with the Economic Development Authority of York County, Virginia Pollution Control Refunding Revenue Bonds, Series 2009 A, which mature in 2033 and bear an initial coupon rate of 4.05% for the first five years, after which they will bear interest at a market rate to be determined at that time, using a remarketing process. The proceeds were used to refund the principal amount of the Industrial Development Authority of York County, Virginia Money Market Municipals^TM Pollution Control Revenue Bonds, Series 1985 that would otherwise have matured in July 2009.

In June 2009, Virginia Power issued $350 million of 5.0% senior notes that mature in 2019. The proceeds were used for general corporate purposes and the repayment of short-term debt, including commercial paper.

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In June 2009, Dominion issued $685 million (including $60 million related to the underwriter’s option to purchase additional notes to cover over-allotments) of its 8.375% Series A Enhanced Junior Subordinated Notes (hybrids) that will mature in 2064, subject to extensions to no later than 2079. The proceeds were used for general corporate purposes. The hybrids are listed on the New York Stock Exchange under the symbol DRU.

In August 2009, Dominion issued $500 million of 5.20% senior notes that mature in 2019. The proceeds were used for general corporate purposes.

In September 2009, Virginia Power borrowed $60 million in connection with the $160 million Industrial Development Authority of Wise County Solid Waste and Sewage Disposal Revenue Bonds, Series 2009 A, which mature in 2040 and bear interest during the initial period at a variable rate. Due to unfavorable market conditions, Virginia Power acquired the $60 million in bonds upon issuance in September 2009 with the intention of remarketing them to a third party at a later time. Proceeds will be used to finance facilities at the Virginia City Hybrid Energy Center. As of September 30, 2009, these bonds have not been remarketed and thus are eliminated in consolidation, along with the investment.

We repaid $134 million of long-term debt during the nine months ended September 30, 2009.

Convertible Securities

We have $202 million of outstanding contingent convertible senior notes that are convertible by holders into a combination of cash and shares of our common stock under certain circumstances. The conversion feature requires that the principal amount of each note be repaid in cash, while amounts payable in excess of the principal amount will be paid in common stock. The conversion rate is subject to adjustment upon certain events such as subdivisions, splits, combinations of common stock or the issuance to all common stock holders of certain common stock rights, warrants or options and certain dividend increases. As of September 30, 2009, the conversion rate has been adjusted, primarily due to individual dividend payments above the level paid at issuance, to 28.0338 shares of common stock per $1,000 principal amount of senior notes, which represents a conversion price of $35.67.

The senior notes have not been eligible for conversion during 2009, and as of September 30, 2009, the closing price of our common stock was not higher than $42.81 per share for at least 20 out of the last 30 consecutive trading days; therefore, the senior notes are also not eligible for conversion during the fourth quarter of 2009.

Issuance of Common Stock

During the nine months ended September 30, 2009, we issued 12 million shares of common stock and received cash proceeds of $381 million. We issued 6.2 million shares through at-the-market issuances under our sales agency agreements and received cash proceeds of $191 million, net of fees and commissions paid of $2 million. The remainder of the shares issued and cash proceeds received during the nine months ended September 30, 2009 were through Dominion Direct^®, employee savings plans and the exercise of employee stock options.

In February 2009, we also issued approximately 1.6 million shares of common stock to an existing holder of our senior notes, in a privately negotiated transaction, in exchange for approximately $56 million of the principal of two series of our outstanding senior notes, which were retired. The transaction was exempt from registration pursuant to Section 3(a)(9) of the Securities Act and no commission or remuneration was paid in connection with the exchange.

Following these issuances, we have the ability to issue up to $207 million of stock under sales agency agreements; however, we expect remaining 2009 equity needs to be met by proceeds from Dominion Direct^®, employee savings plans and the exercise of employee stock options.

Note 17. Stock-Based Awards

Our results for the three months ended September 30, 2009 and 2008 include $9 million and $10 million, respectively, of compensation costs and $3 million and $4 million, respectively, of income tax benefits related to our stock-based compensation arrangements. Our results for the nine months ended September 30, 2009 and 2008 include $32 million and $29 million, respectively, of compensation costs and $12 million and $11 million, respectively, of income tax benefits related to our stock-based compensation arrangements. Stock-based compensation cost is reported in other operations and maintenance expense in our Consolidated Statements of Income. Benefits from tax deductions in excess of the compensation cost recognized for stock-based compensation (excess tax benefits) are classified as a financing cash flow. Approximately $3 million and $9 million of excess tax benefits were realized for the nine months ended September 30, 2009 and 2008, respectively.

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Stock Options

The following table provides a summary of changes in amounts of stock options outstanding during 2009:

	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregated Intrinsic Value(1)
	(thousands)				(years)	(millions)
Outstanding and exercisable at January 1, 2009	5,558		$	30.53
Exercised	(863	)		28.39		$	4
Forfeited/expired	(30	)		28.89
Outstanding and exercisable at September 30, 2009	4,665		$	30.93	1.66	$	17

(1) Intrinsic value represents the difference between the exercise price of the option and the market value of our stock.

We issue new shares to satisfy stock option exercises. We received cash proceeds from the exercise of stock options of approximately $27 million and $30 million in the nine months ended September 30, 2009 and 2008, respectively.

Restricted Stock

The fair value of our restricted stock awards is equal to the market price of our stock on the date of grant. New shares are issued for these awards. Restricted stock generally vests over a three year service period. The following table provides a summary of restricted stock activity during 2009:

	Shares		Weighted-Average Grant Date Fair Value
	(thousands)
Nonvested at January 1, 2009	1,756		$	38.55
Granted	530			33.84
Vested	(887	)		34.63
Cancelled and forfeited	(70	)		38.36
Converted from goal-based stock to restricted stock	185			44.18
Nonvested at September 30, 2009	1,514		$	39.90

As of September 30, 2009, unrecognized compensation cost related to nonvested restricted stock awards totaled approximately $27 million and is expected to be recognized over a weighted-average period of 1.5 years.

Goal-Based Stock

Goal-based stock awards are generally granted to key non-officer employees on an annual basis. Goal-based stock awards are also granted in lieu of cash-based performance grants to certain officers who have not achieved a certain targeted level of share ownership. The issuance of awards is based on the achievement of multiple performance metrics during a two-year period, including return on invested capital, book value per share and total shareholder return relative to that of a peer group of companies.

The actual number of shares issued will vary between zero and 200% of targeted shares depending on the level of performance metrics achieved. The fair value of goal-based stock is equal to the market price of our stock on the date of grant. Goal-based stock awards granted to key non-officer employees convert to restricted stock at the end of the two-year performance period and generally vest three years from the original grant date. Awards to officers vest at the end of the two-year performance period. All goal-based stock awards are settled by issuing new shares. Current outstanding goal-based shares include awards granted in April 2008, February 2009 and April 2009.

After the performance period for the April 2007 grants ended on December 31, 2008, the Compensation, Governance and Nominating Committee determined the actual performance against metrics established for those awards. For awards to key non-officer employees, 127 thousand shares of the outstanding goal-based stock awards granted in April 2007 were converted to 185 thousand shares of restricted stock for the remaining term of the vesting period ending in April 2010. For awards to officers, 27 thousand shares of the outstanding goal-based stock awards were converted to 38 thousand non-restricted shares and issued to the officers.

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For remaining goal-based stock awards, at September 30, 2009, the targeted number of shares to be issued is 324 thousand. The following table provides a summary of goal-based stock activity during 2009:

	Targeted Number of Shares		Weighted-Average Grant Date Fair Value
	(thousands)
Nonvested at January 1, 2009	315		$	42.56
Granted	165			31.43
Vested	(28	)		44.33
Cancelled and forfeited	(1	)		38.33
Converted from goal-based stock to restricted stock	(127	)		44.18
Nonvested at September 30, 2009	324		$	36.12

At September 30, 2009, unrecognized compensation cost related to nonvested goal-based stock awards totaled approximately $7 million and is expected to be recognized over a weighted-average period of 1.6 years.

Cash-Based Performance Grant

The actual payout of our cash-based performance grants will vary between zero and 200% of the targeted amount based on the level of performance metrics achieved.

The targeted amount of the cash-based performance grant made to officers in April 2007 was $11 million, but the actual payout of the award in February 2009 determined by the Compensation, Governance and Nominating Committee was $16 million, based on the level of performance metrics achieved. At December 31, 2008, a liability of $16 million had been accrued for this award.

In April 2008, a cash-based performance grant was made to officers. Payout of the performance grant will occur by March 15, 2010 and is based on the achievement of three performance metrics during 2008 and 2009: return on invested capital, book value per share and total shareholder return relative to that of a peer group of companies. At September 30, 2009, the targeted amount of the grant was $12 million and a liability of $10 million had been accrued for this award.

In February 2009, a cash-based performance grant was made to officers. Payout of the performance grant will occur by March 15, 2011 and is based on the achievement of three performance metrics during 2009 and 2010: return on invested capital, book value per share and total shareholder return relative to that of a peer group of companies. At September 30, 2009, the targeted amount of the grant was $11 million and a liability of $4 million had been accrued for this award.

Note 18. Commitments and Contingencies

Other than the following matters, there have been no significant developments regarding the commitments and contingencies disclosed in Note 23 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2008, or Note 15 and Note 18 to the Consolidated Financial Statements in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009, respectively, nor have any significant new matters arisen during the three months ended September 30, 2009.

Electric Regulation in Virginia

2007 Virginia Regulation Act

Pursuant to the Virginia Electric Utility Regulation Act (the Regulation Act), the Virginia Commission entered an order in January 2009 initiating reviews of the base rates and terms and conditions of all investor-owned electric utilities in Virginia. Possible outcomes of the 2009 rate review, according to the Regulation Act, include a rate increase, a rate decrease, or a partial refund of 2008 earnings more than 50 basis points above the authorized return on equity (ROE).

During 2009, we submitted base rate filings and accompanying schedules to the Virginia Commission, which, as amended, propose to increase our Virginia jurisdictional base rates by approximately $250 million annually. Our initial March 2009 filing proposed a 12.5% ROE, plus an additional 100 basis point performance incentive pursuant to the Regulation Act based on our generating plant performance, customer service, and operating efficiency, resulting in a total ROE request of 13.5%. In July 2009, in response to rulings by the Virginia Commission relating

PAGE    26

to the appropriate rate year and capital structure to be used in the Company’s base rate review, we submitted a revised filing reflecting a number of adjustments, including an upward adjustment of 50 basis points in the proposed ROE. The base rate increase became effective on an interim basis on September 1, 2009, subject to refund and adjustment by the Virginia Commission and increases a typical 1,000 kWh Virginia jurisdictional residential customer’s bill by approximately $5.22 per month. An evidentiary hearing on our base rate filing is scheduled to be held in January 2010.

In March 2009, we filed with the Virginia Commission, pursuant to the Regulation Act, a petition to recover from Virginia jurisdictional customers an annual net increase of approximately $78 million in costs related to FERC-approved transmission charges and PJM demand response programs. This amount also included a portion of costs discussed further in the RTO Start-up Costs and Administrative Fees section. In a final order in June 2009, the Virginia Commission approved a new rate adjustment clause (Rider T) to recover approximately $218 million over the 12-month period beginning September 1, 2009, subject to an annual review and re-set in 2010, if necessary. The approved amount to be recovered through Rider T includes approximately $150 million of transmission-related costs that were traditionally incorporated in base rates, plus an incremental increase of approximately $68 million. The Virginia Commission also ruled that approximately $10 million that the Company had proposed to collect in Rider T would be more appropriately recovered through base rates, and those costs have been incorporated into the Company’s revised base rate filing that was submitted in July 2009. Rider T became effective on September 1, 2009, and increases a typical 1,000 kWh Virginia jurisdictional residential customer’s bill by approximately $1.11 per month.

In July 2009, we filed with the Virginia Commission an application for approval and cost recovery of twelve demand-side management (DSM) programs, including one peak-shaving program and eleven energy efficiency programs. We plan to use DSM, along with our traditional and renewable supply-side resources, to meet our projected load growth over the next 15 years. The DSM programs provide the first steps toward achieving Virginia’s goal of reducing, by 2022, the electric energy consumption of the Company’s retail customers by ten percent of what was consumed in 2006. The Virginia Commission has set an evidentiary hearing for February 16, 2010, to consider the DSM programs and the related recovery. The Company has requested approval of two rate adjustment clauses for the associated cost recovery to be effective April 1, 2010. Specifically, the two rate adjustment clauses for recovery from Virginia jurisdictional customers represent an annual net increase in costs of approximately $51 million for the period April 1, 2010 to March 31, 2011. If approved by the Virginia Commission, the rate adjustment clauses will be expected, on a combined basis, to increase a typical 1,000 kWh residential bill by approximately $0.95 per month. The Regulation Act gives the Virginia Commission until the end of March 2010 to act on our application.

Virginia Fuel Expenses

In March 2009, we filed our Virginia fuel factor application with the Virginia Commission. The application requested an annual decrease in fuel expense recovery of approximately $236 million for the period July 1, 2009 through June 30, 2010, a decrease from 3.893 cents per kWh to 3.529 cents per kWh, or approximately $3.64 per month for the typical 1,000 kWh Virginia jurisdictional residential customer’s average bill. The proposed fuel factor went into effect on July 1, 2009 on an interim basis and an evidentiary hearing on the Company’s application was held on September 1, 2009. Consistent with a proposal made by the Company at the hearing in September 2009, the Virginia Commission issued an interim fuel order, effective October 1, 2009, further reducing the fuel factor by approximately $103 million for the period July 1, 2009 through June 30, 2010. The cumulative decrease in the fuel factor for the period July 1, 2009 through June 30, 2010 reflects lower projected fuel expenses and a prospective credit against fuel expenses of certain financial transmission rights (FTRs) allocated to the Company. The Virginia Commission has not yet issued a final order.

Utility Generation Expansion

In March 2009, we filed with the Virginia Commission our first annual update to the rate adjustment clause for the Virginia City Hybrid Energy Center requesting an increase of approximately $99 million for financing costs to be recovered through rates in 2010. As part of this filing we requested that the 13.5% ROE proposed in our March 31, 2009 base rate filing be applied to the Virginia City Hybrid Energy Center rate adjustment clause (Rider S), plus the 100 basis point enhancement for construction of a new coal-fired generation facility as previously authorized by the Virginia Commission pursuant to the Regulation Act, for a requested total ROE of 14.5%. If approved by the Virginia Commission, the revised Rider S could become effective as early as January 1, 2010 as requested by the Company and would increase a typical 1,000 kWh Virginia jurisdictional residential customer’s bill by approximately $1.78 per month. An evidentiary hearing was held before a hearing examiner in August 2009, at which we presented a proposed stipulation and recommendation that, among other things, would reduce the revenue requirement by approximately $8 million to $91 million, the result of which would increase a typical 1,000 kWh Virginia jurisdictional residential customer’s bill by approximately $1.63 per month. No report has yet been issued by the hearing examiner.

PAGE    27

In June 2008, the Virginia State Air Pollution Control Board approved and issued an air permit to construct and operate the Virginia City Hybrid Energy Center and also approved and issued another air permit for hazardous emissions. Construction of the Virginia City Hybrid Energy Center commenced and the facility is expected to be in operation by 2012. In August 2008, the Southern Environmental Law Center (SELC), on behalf of four environmental groups, filed Petitions for Appeal in Richmond Circuit Court challenging the approval of both of the air permits. The Richmond Circuit Court issued an Order in September 2009 upholding the initial air permit and upholding the second air permit for hazardous emissions except for one condition related to the permit limit for mercury emissions. The hazardous emissions air permit was amended by the Virginia Department of Environmental Quality in September 2009 to comply with the Richmond Circuit Court Order. The permit amendment does not impact the project. In October 2009, a Notice of Appeal of the court’s Order regarding the initial air permit was filed with the Richmond Circuit Court by several environmental groups, initiating the appeals process to the Court of Appeals.

In March 2009, the Virginia Commission authorized construction and operation of our proposed Bear Garden facility, a 580 MW (nominal) natural gas- and oil-fired combined-cycle electric generating facility and associated transmission interconnection facilities in Buckingham County, Virginia, estimated to cost $619 million, excluding financing costs. In March 2009, we also filed a petition with the Virginia Commission for the initiation of a rate adjustment clause for recovery of approximately $77 million in financing costs related to the construction of the Bear Garden facility to be recovered through rates in 2010. As part of this filing we requested that the 13.5% ROE proposed in our March 31, 2009 base rate filing be applied to the Bear Garden facility rate adjustment clause, with a 100 basis point enhancement for construction of a combined-cycle facility, as authorized by the Regulation Act, for a requested total ROE of 14.5%. If approved by the Virginia Commission, the rate adjustment clause could become effective as early as January 1, 2010 as requested by the Company. An evidentiary hearing was held before a hearing examiner in August 2009. In the Company’s post-hearing brief, it unilaterally agreed to reduce the revenue requirement by $4 million to $73 million, the result of which would increase a typical 1,000 kWh Virginia jurisdictional residential customer’s bill by approximately $1.33 per month. No report has yet been issued by the hearing examiner.

We are unable to predict the outcome of the Virginia Commission’s future rate actions, including actions relating to our 2009 base rate review, our DSM programs, our recovery of Virginia fuel expenses, and our additional rate adjustment clause filings; however, unfavorable future decisions by the Virginia Commission could adversely affect our results of operations, financial condition and cash flows.

RTO Start-up Costs and Administrative Fees

In December 2008, FERC approved our DRC request to become effective January 1, 2009, which would allow recovery of approximately $153 million of RTO costs that were deferred due to a statutory base rate cap established under Virginia law. In June 2009, the Virginia Commission approved full recovery of the DRC from retail customers through Rider T. Recovery of the DRC began September 1, 2009. In July 2009, FERC issued an order denying the Virginia Attorney General’s office and the Virginia Commission’s requests for rehearing of its December 2008 order. Notices of appeal were filed in September 2009 at the U.S. Court of Appeals for the Fourth Circuit and the appeal is currently pending. We cannot predict the outcome of the appeal.

Fowler Ridge – Wind Farm Project

In January 2008, we acquired a 50% interest in a joint venture with a subsidiary of BP Alternative Energy (BP) to develop a wind-turbine facility in Benton County, Indiana (Fowler Ridge). The first phase consisting of 300 MW achieved full commercial operations in March 2009. We have a long-term agreement with Fowler Ridge to purchase 200 MW of energy, capacity and environmental attributes from this first phase. In June 2009, we reached an agreement with BP to split the development assets of the final 350 MW phase. We will own 150 MW of development assets and BP will retain the remaining development assets. Pending regulatory and other approvals, the transaction is expected to close in the fourth quarter of 2009. BP has developed an additional 100 MW facility in which Dominion does not have an ownership interest. In September 2009, we received a $123 million distribution from Fowler Ridge based on proceeds received in connection with non-recourse permanent financing for the first phase of the project.

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Guarantees

At September 30, 2009, we had issued $261 million of guarantees to support third parties and equity method investees (issued guarantees). This includes $182 million of guarantees to support our investment in a joint venture with Shell WindEnergy Inc. (Shell), which owns a wind-turbine facility in Grant County, West Virginia (NedPower). These NedPower guarantees are primarily comprised of a limited-scope guarantee and indemnification for one-half of the project-level financing for phases one and two of the NedPower wind farm, which would require us to pay one-half of NedPower’s debt, only if it is unable to do so, as a direct result of an unfavorable ruling associated with current litigation seeking to halt the project. This litigation-related guarantee will terminate upon receipt of a final non-appealable ruling in favor of the project. We do not expect an unfavorable ruling and no significant amounts have been recorded. Our exposure under this litigation-related guarantee totaled $156 million as of September 30, 2009. Shell has provided an identical guarantee for the other one-half of NedPower’s borrowings.

Issued guarantees also include $21 million of guarantees to support our investment in Fowler Ridge wind farm. The guarantees primarily relate to certain reserve requirements associated with Fowler Ridge’s non-recourse financing. Our exposure under these guarantees was $21 million as of September 30, 2009.

In addition to the above guarantees, we, and our partners Shell and BP, may be required to make additional periodic equity contributions to NedPower and Fowler Ridge in connection with certain funding requirements associated with their respective non-recourse financings. As of September 30, 2009, our maximum remaining cumulative exposure under these equity funding agreements is $153 million through 2019 and our maximum annual future contributions could range from approximately $14 million to $19 million. We expect the operating cash flows for these projects to be sufficient to meet their financing requirements.

We also enter into guarantee arrangements on behalf of our consolidated subsidiaries, primarily to facilitate their commercial transactions with third parties. To the extent that a liability subject to a guarantee has been incurred by one of our consolidated subsidiaries, that liability is included in our Consolidated Financial Statements. We are not required to recognize liabilities for guarantees issued on behalf of our subsidiaries unless it becomes probable that we will have to perform under the guarantees. We believe it is unlikely that we would be required to perform or otherwise incur any losses associated with guarantees of our subsidiaries’ obligations. At September 30, 2009, we had issued the following subsidiary guarantees:

	Stated Limit		Value(1)
(millions)
Subsidiary debt(2)	$	126	$	126
Commodity transactions(3)		2,668		199
Lease obligation for power generation facility(4)		837		837
Nuclear obligations(5)		564		401
Other		483		130
Total	$	4,678	$	1,693

(1) Represents the estimated portion of the guarantee’s stated limit that is utilized as of September 30, 2009 based upon prevailing economic conditions and fact patterns specific to each guarantee arrangement. For those guarantees related to obligations that are recorded as liabilities by our subsidiaries, the value includes the recorded amount.

(2) Guarantees of debt of certain Dominion Energy, Inc. (DEI) subsidiaries. In the event of default by the subsidiaries, we would be obligated to repay such amounts.

(3) Guarantees related to energy trading and marketing activities and other commodity commitments of certain subsidiaries. These guarantees were provided to counterparties in order to facilitate physical and financial transactions in gas, oil, electricity, pipeline capacity, transportation and other energy-related commodities and services. If any of these subsidiaries fail to perform or pay under the contracts and the counterparties seek performance or payment, we would be obligated to satisfy such obligation. We and our subsidiaries receive similar guarantees as collateral for credit extended to others. The value provided includes certain guarantees that do not have stated limits.

(4) Guarantee of a DEI subsidiary’s leasing obligation for Fairless power station.

(5) Guarantees related to certain DEI subsidiaries’ potential retrospective premiums that could be assessed if there is a nuclear incident under our nuclear insurance programs and guarantees for a DEI subsidiary’s and Virginia Power’s commitments to buy nuclear fuel. Excludes our agreement to provide up to $150 million and $60 million to two DEI subsidiaries to pay the operating expenses of Millstone power station and Kewaunee power station, respectively, in the event of a prolonged outage, as part of satisfying certain Nuclear Regulatory Commission (NRC) requirements concerned with ensuring adequate funding for the operations of nuclear power stations.

PAGE    29

Surety Bonds and Letters of Credit

As of September 30, 2009, we had purchased $151 million of surety bonds and authorized the issuance of standby letters of credit by financial institutions of $320 million to facilitate commercial transactions by our subsidiaries with third parties.

Litigation

We are co-owners with Old Dominion Electric Cooperative of the Clover power station. We have been in litigation with Norfolk Southern Railway Company (Norfolk Southern) regarding a long term coal transportation agreement for the delivery of coal to the facility. The trial court agreed with Norfolk Southern’s interpretation that the agreement specifies the use of an index (NS Index) which Norfolk Southern claims should have been applied to adjust the base rate and which should be applied going forward. The trial court assessed damages of approximately $78 million for the contract period from December 1, 2003 through November 30, 2007 and imposed prejudgment interest of approximately $9 million. Our share would have been one-half of the total judgment, or approximately $44 million. On appeal, the Supreme Court of Virginia in September 2009 affirmed the decisions of the trial court on all issues except for the calculation of damages. The Supreme Court of Virginia remanded the case to the trial court to recalculate damages in accordance with its opinion. We expect that the recalculation will reduce damages, with interest, to approximately $10 million as of September 30, 2009. We have recorded a liability in our Consolidated Financial Statements for our one-half share of the expected judgment. We do not believe that final resolution of this matter will materially impact our results of operations or financial condition.

Note 19. Credit Risk

Credit risk is our risk of financial loss if counterparties fail to perform their contractual obligations. In order to minimize overall credit risk, we maintain credit policies, including the evaluation of counterparty financial condition, collateral requirements and the use of standardized agreements that facilitate the netting of cash flows associated with a single counterparty. We believe, based on our credit policies, that it is unlikely a material adverse effect on our financial position, results of operations or cash flows would occur as a result of counterparty nonperformance.

As a diversified energy company, we transact primarily with major companies in the energy industry and with commercial and residential energy consumers. These transactions principally occur in the Northeast, mid-Atlantic and Midwest regions of the U.S. and in Texas. We do not believe that this geographic concentration contributes significantly to our overall exposure to credit risk. In addition, as a result of our large and diverse customer base, we are not exposed to a significant concentration of credit risk for receivables arising from electric and gas utility operations, including transmission services and retail energy sales.

Our exposure to credit risk is concentrated primarily within our energy marketing and price risk management activities, as we transact with a smaller, less diverse group of counterparties and transactions may involve large notional volumes and potentially volatile commodity prices. Energy marketing and price risk management activities include trading of energy-related commodities, marketing of merchant generation output, structured transactions and the use of financial contracts for enterprise-wide hedging purposes. Gross credit exposure for each counterparty is calculated as outstanding receivables plus any unrealized on- or off-balance sheet exposure, taking into account contractual netting rights. Gross credit exposure is calculated prior to the application of collateral. At September 30, 2009, our gross credit exposure totaled approximately $1 billion. After the application of collateral, our credit exposure was reduced to $710 million. Of this amount, investment grade counterparties, including those internally rated, represented 96%. Two counterparty exposures are greater than 10% of our total exposure, one representing 25% and the other 13%, both of which are large financial institutions rated investment grade.

The majority of our derivative instruments contain credit-related contingent provisions. These provisions require us to provide collateral upon the occurrence of specific events, primarily a credit downgrade. If the credit-related contingent features underlying these instruments that are in a liability position and not fully collateralized with cash were fully triggered as of September 30, 2009, we would be required to post an additional $13 million of collateral to our counterparties. The collateral that would be required to be posted includes the impacts of any offsetting asset positions and any amounts already posted for derivatives, non-derivative contracts and derivatives elected under the normal purchases and normal sales exception, per contractual terms. As of September 30, 2009, we have posted $99 million in collateral, including $85 million of letters of credit, related to derivatives with credit-related contingent provisions that are in a liability position and not fully collateralized with cash. The collateral posted includes any amounts paid related to non-derivative contracts and derivatives elected under the normal purchases and normal sales exception, per contractual terms. The aggregate fair value of all derivative instruments with credit-related contingent provisions that are in a liability position and not fully collateralized with cash as of September 30, 2009 is $156 million and does not include the impact of any offsetting asset positions. See Note 10 for further information about our derivative instruments.

PAGE    30

Note 20. Employee Benefit Plans

The components of the provision for net periodic benefit cost (credit) were as follows:

	Pension Benefits						Other Postretirement Benefits
	2009			2008			2009			2008
(millions)
Three Months Ended September 30,
Service cost	$	26		$	25		$	15		$	13
Interest cost		63			57			24			19
Expected return on plan assets		(101	)		(99	)		(14	)		(14	)
Amortization of prior service cost (credit)		1			1			(1	)		(1	)
Amortization of net loss		9			1			7			1
Net periodic benefit cost (credit)	$	(2	)	$	(15	)	$	31		$	18
Nine Months Ended September 30,
Service cost	$	79		$	77		$	45		$	43
Interest cost		188			178			74			66
Expected return on plan assets		(304	)		(310	)		(42	)		(52	)
Amortization of prior service cost (credit)		3			3			(5	)		(4	)
Amortization of net loss		28			5			22			5
Benefit enhancement		2			—			—			—
Curtailments		2			—			—			—
Net periodic benefit cost (credit)	$	(2	)	$	(47	)	$	94		$	58

Employer Contributions

Under our funding policies, we evaluate pension and other postretirement benefit plan funding requirements annually, usually in the second half of the year after receiving updated plan information from our actuary. Based on the funded status of each plan and other factors, the amount of additional contributions to be made each year, if any, is determined at that time. We made no contributions to our defined benefit pension plans or other postretirement benefit plans during the nine months ended September 30, 2009. No contributions to our pension plans are currently expected in 2009, but we do expect to contribute approximately $61 million to our other postretirement benefit plans through Voluntary Employees’ Beneficiary Associations during the remainder of 2009.

Note 21. Operating Segments

We are organized primarily on the basis of the products and services we sell. We manage our daily operations through the following segments.

DVP includes our regulated electric transmission, distribution and customer service operations, as well as our nonregulated retail energy marketing operations.

Dominion Energy includes our Ohio regulated natural gas distribution company, regulated gas transmission pipeline and storage operations, natural gas gathering and by-products extraction activities, regulated LNG operations and our Appalachian E&P operations. Dominion Energy also includes producer services, which aggregates natural gas supply, engages in natural gas trading and marketing activities and natural gas supply management and provides price risk management services to Dominion affiliates.

Dominion Generation includes the electric generation operations of our utility and merchant fleet, as well as energy marketing and price risk management activities associated with our generation assets.

Corporate and Other includes our corporate, service company and other functions (including unallocated debt). This segment also includes our regulated gas distribution subsidiaries that are held for sale. In addition, the contribution to net income by our primary operating segments is determined based on a measure of profit that executive management believes represents the segments’ core earnings. As a result, certain specific items attributable to those segments are not included in profit measures evaluated by executive management in assessing the segments’ performance or allocating resources among the segments and are instead reported in the Corporate and Other segment. In the nine months ended September 30, 2009 and 2008, our Corporate and Other segment included $242 million and $54 million, respectively, of after-tax expenses attributable to our operating segments.

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• The expenses in 2009 primarily reflect:

• A $455 million ($281 million after-tax) ceiling test impairment charge related to the carrying value of our E&P properties, attributable to Dominion Energy; partially offset by

• A $103 million ($62 million after-tax) reduction in other operations and maintenance expense due to a downward revision in the nuclear decommissioning ARO for a power station unit that is no longer in service, attributable to Dominion Generation.

• The expenses in 2008 primarily reflect $83 million ($50 million after-tax) of impairment charges resulting from other-than-temporary declines in the fair value of securities held in nuclear decommissioning trust funds, attributable to Dominion Generation.

Intersegment sales and transfers are based on contractual arrangements and may result in intersegment profit or loss that is eliminated in consolidation.

The following table presents segment information pertaining to our operations:

	DVP		Dominion Energy		Dominion Generation		Corporate and Other			Adjustments/ Eliminations			Consolidated Total
(millions)
Three Months Ended September 30,
2009
Total revenue from external customers	$	666	$	393	$	2,261	$	36		$	292		$	3,648
Intersegment revenue		20		312		115		180			(627	)		—
Total operating revenue		686		705		2,376		216			(335	)		3,648
Net income (loss) attributable to Dominion		95		95		459		(55	)		—			594
2008
Total revenue from external customers	$	615	$	447	$	2,679	$	62		$	562		$	4,365
Intersegment revenue		18		624		20		198			(860	)		—
Total operating revenue		633		1,071		2,699		260			(298	)		4,365
Net income (loss) attributable to Dominion		84		81		449		(106	)		—			508
Nine Months Ended September 30,
2009
Total revenue from external customers	$	2,315	$	1,775	$	6,542	$	406		$	838		$	11,876
Intersegment revenue		103		964		276		527			(1,870	)		—
Total operating revenue		2,418		2,739		6,818		933			(1,032	)		11,876
Net income (loss) attributable to Dominion		292		371		1,098		(465	)		—			1,296
2008
Total revenue from external customers	$	2,179	$	1,669	$	6,508	$	466		$	1,295		$	12,117
Intersegment revenue		109		1,497		67		509			(2,182	)		—
Total operating revenue		2,288		3,166		6,575		975			(887	)		12,117
Loss from discontinued operations, net of tax		—		—		—		(2	)		—			(2	)
Net income (loss) attributable to Dominion		278		333		991		(116	)		—			1,486

PAGE    32

DOMINION RESOURCES, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MD&A discusses our results of operations and general financial condition. MD&A should be read in conjunction with our Consolidated Financial Statements. The terms “Dominion,” “Company,” “we,” “our” and “us” are used throughout this report and, depending on the context of their use, may represent any of the following: the legal entity, Dominion Resources, Inc., one or more of Dominion Resources, Inc.’s consolidated subsidiaries or operating segments or the entirety of Dominion Resources, Inc. and its consolidated subsidiaries.

Contents of MD&A

Our MD&A consists of the following information:

• Forward-Looking Statements

• Accounting Matters

• Results of Operations

• Segment Results of Operations

• Selected Information — Energy Trading Activities

• Liquidity and Capital Resources

• Future Issues and Other Matters

Forward-Looking Statements

This report contains statements concerning our expectations, plans, objectives, future financial performance and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify these forward-looking statements by such words as “anticipate,” “estimate,” “forecast,” “expect,” “believe,” “should,” “could,” “plan,” “may,” “target” or other similar words.

We make forward-looking statements with full knowledge that risks and uncertainties exist that may cause actual results to differ materially from predicted results. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Additionally, other factors may cause actual results to differ materially from those indicated in any forward-looking statement. These factors include but are not limited to:

• Unusual weather conditions and their effect on energy sales to customers and energy commodity prices;

• Extreme weather events, including hurricanes, high winds and severe storms, that can cause outages and property damage to our facilities;

• Federal, state and local legislative and regulatory developments;

• Changes to federal, state and local environmental laws and regulations, including those related to climate change, the tightening of emission or discharge limits for greenhouse gases and other emissions, more extensive permitting requirements and the regulation of additional substances;

• Cost of environmental compliance, including those costs related to climate change;

• Risks associated with the operation of nuclear facilities;

• Fluctuations in energy-related commodity prices and the effect these could have on our earnings, liquidity position and the underlying value of our assets;

• Counterparty credit risk;

• Capital market conditions, including the availability of credit and our ability to obtain financing on reasonable terms;

• Risks associated with our regulated electric utility’s membership and participation in PJM related to obligations created by the default of other participants;

• Price risk due to marketable securities held as investments in nuclear decommissioning and benefit plan trusts;

• Fluctuations in interest rates;

• Changes in federal and state tax laws and regulations;

• Changes in rating agency requirements or credit ratings and their effect on availability and cost of capital;

• Changes in financial or regulatory accounting principles or policies imposed by governing bodies;

• Employee workforce factors including collective bargaining agreements and labor negotiations with union employees;

• The risks of operating businesses in regulated industries that are subject to changing regulatory structures;

• Receipt of approvals for and timing of closing dates for acquisitions and divestitures;

• Changes in rules for RTOs in which we participate, including changes in rate designs and new and evolving capacity models;

PAGE    33

• Political and economic conditions, including the threat of domestic terrorism, inflation and deflation;

• Changes to rates for our regulated electric utility operations, including the outcome of our 2009 rate filings;

• Timing and receipt of regulatory approvals necessary for planned construction or expansion projects;

• The inability to complete planned construction or expansion projects within the terms and time frames initially anticipated;

• Completing the divestiture of Peoples and Hope; and

• Adverse outcomes in litigation matters.

Additionally, other risks that could cause actual results to differ from predicted results are set forth in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2008.

Our forward-looking statements are based on our beliefs and assumptions using information available at the time the statements are made. We caution the reader not to place undue reliance on our forward-looking statements because the assumptions, beliefs, expectations and projections about future events may, and often do, differ materially from actual results. We undertake no obligation to update any forward-looking statement to reflect developments occurring after the statement is made.

Accounting Matters

Critical Accounting Policies and Estimates

As of September 30, 2009, there have been no significant changes with regard to the critical accounting policies and estimates disclosed in MD&A in our Annual Report on Form 10-K for the year ended December 31, 2008, other than the impact of updated nuclear decommissioning cost studies on our AROs as discussed in Note 13 to our Consolidated Financial Statements. The policies disclosed included the accounting for derivative contracts and other instruments at fair value, goodwill and long-lived asset impairment testing, regulated operations, asset retirement obligations, employee benefit plans, gas and oil operations, and income taxes.

Other

See Note 3 to our Consolidated Financial Statements for a discussion of newly adopted accounting standards. See Note 9 to our Consolidated Financial Statements for information on our fair value measurements.

Results of Operations

Presented below is a summary of our consolidated results:

	2009		2008		$ Change
(millions, except EPS)
Third Quarter
Net income attributable to Dominion	$	594	$	508	$	86
Diluted EPS		1.00		0.87		0.13
Year-to-Date
Net income attributable to Dominion	$	1,296	$	1,486	$	(190	)
Diluted EPS		2.19		2.56		(0.37	)

Overview

Third Quarter 2009 vs. 2008

Net income attributable to Dominion increased by 17%. Favorable drivers include a higher contribution from our gas transmission operations due to the completion of the Cove Point expansion project, the impact of net realized gains (including investment income) for our merchant nuclear decommissioning trust funds in 2009 as compared to net realized losses (net of investment income) in 2008, the absence of post-closing adjustments to the gain on the sale of the U.S. E&P business recorded in 2008 and a higher contribution from our retail energy marketing operations. Unfavorable drivers include a lower contribution from our producer services business and lower margins in our merchant generation operations.

PAGE    34

Year-to-Date 2009 vs. 2008

Net income attributable to Dominion decreased by 13%. Unfavorable drivers include an impairment charge related to the carrying value of our E&P properties due to declines in gas and oil prices, the absence of benefits recognized in 2008 from the reversal of deferred tax liabilities and re-establishment of a regulatory asset associated with the planned sale of Peoples and Hope and a decrease in sales of gas and oil production from our E&P operations primarily reflecting the expiration of fixed-term overriding royalty interests associated with our former volumetric production payment agreements (VPP royalty interests). Favorable drivers include higher margins in our merchant generation operations, a higher contribution from our gas transmission operations due to the completion of the Cove Point expansion project, a benefit from a downward revision in the nuclear decommissioning ARO for a power station unit that is no longer in service, fewer scheduled outages at certain nuclear and fossil generating facilities and the impact of net realized gains (including investment income) for our merchant nuclear decommissioning trust funds in 2009 as compared to net realized losses (net of investment income) in 2008.

Analysis of Consolidated Operations

Presented below are selected amounts related to our results of operations.

	Third Quarter							Year-to-Date
	2009		2008		$ Change			2009		2008		$ Change
(millions)
Operating Revenue	$	3,648	$	4,365	$	(717	)	$	11,876	$	12,117	$	(241	)
Operating Expenses
Electric fuel and other energy-related purchases		1,072		1,383		(311	)		3,211		2,950		261
Purchased electric capacity		96		102		(6	)		309		306		3
Purchased gas		279		692		(413	)		1,785		2,482		(697	)
Other operations and maintenance		748		762		(14	)		2,695		2,409		286
Depreciation, depletion and amortization		274		259		15			824		770		54
Other taxes		107		112		(5	)		373		375		(2	)
Other income		123		14		109			127		10		117
Interest and related charges		217		213		4			658		634		24
Income tax expense		380		344		36			840		701		139

An analysis of our results of operations follows:

Third Quarter 2009 vs. 2008

Operating Revenue decreased 16%, primarily reflecting:

• A $285 million decrease in our producer services business primarily due to the net impact of unfavorable price changes on economic hedging transactions ($158 million) and a decrease in prices on physical gas sales ($152 million), partially offset by an increase in volumes on physical gas sales ($25 million), all associated with natural gas aggregation, marketing and trading activities;

• A $238 million decrease in revenue from our electric utility operations resulting primarily from:

• A $141 million decrease in fuel revenue largely due to the impact of a comparatively lower fuel rate in certain customer jurisdictions implemented in July 2009, including the recovery of previously deferred fuel expenses; and

• A $97 million decrease in sales to wholesale customers due to decreased volumes ($67 million) and lower prices ($30 million);

• An $87 million decrease for our merchant generation operations, primarily reflecting lower realized prices at certain fossil generating facilities;

• A $77 million decrease in nonregulated gas sales by our gas distribution operations primarily due to lower storage sales associated with Dominion East Ohio’s planned exit from the gas merchant function;

• A $56 million decrease in regulated gas sales by our gas distribution operations reflecting:

• A $28 million decrease in volumes resulting largely from the migration of customers to energy choice programs primarily due to Dominion East Ohio’s planned exit from the gas merchant function; and

• A $28 million decrease reflecting lower gas prices;

• A $54 million decrease in gas sales by our retail energy marketing operations primarily due to lower prices; and

• A $29 million decrease in sales of gas production from our E&P operations primarily reflecting the expiration of VPP royalty interests.

PAGE    35

These decreases were partially offset by:

• An $80 million increase in electric sales by our retail energy marketing operations primarily due to the acquisition of a retail energy marketing business in September 2008 ($76 million) and higher sales volumes ($38 million), partially offset by lower sales prices ($34 million);

• A $32 million increase related to our gas transmission operations largely due to the completion of the Cove Point expansion project; and

• A $28 million increase in gas transportation and storage revenue resulting principally from higher customer charges at our gas distribution operations due to the implementation of a Straight Fixed Variable rate design, whereby Dominion East Ohio recovers a larger portion of its fixed operating costs through a flat monthly charge accompanied by a reduced volumetric base delivery rate, and customer migration due to Dominion East Ohio’s planned exit from the gas merchant function.

Operating Expenses and Other Items

Electric fuel and other energy-related purchases expense decreased 22%, primarily reflecting the combined effects of:

• A $229 million decrease for our utility generation operations primarily reflecting a comparatively lower fuel rate in certain customer jurisdictions, including recovery of previously deferred fuel expenses ($144 million) and a decrease in fuel expenses associated with wholesale customers ($85 million); and

• A $73 million decrease for our merchant generation operations primarily reflecting lower commodity prices; partially offset by

• A $49 million increase from our retail energy marketing operations primarily due to increased energy purchases resulting from the acquisition of a retail energy marketing business in September 2008 ($69 million) and an increase in volumes ($28 million), partially offset by lower prices ($48 million).

Purchased gas expense decreased 60%, principally resulting from the following factors:

• A $214 million decrease in our producer services business primarily due to the net impact of a decrease in prices on physical gas purchases ($180 million) and favorable price changes on economic hedging transactions ($69 million), partially offset by an increase in volumes on physical gas purchases ($35 million), all associated with natural gas aggregation and marketing activities;

• A $109 million decrease in the cost of gas sold by our gas distribution operations resulting primarily from a decrease in volumes reflecting the impact of lower nonregulated gas sales and the migration of customers to energy choice programs primarily due to Dominion East Ohio’s planned exit from the gas merchant function ($82 million) and lower gas costs ($27 million);

• A $59 million decrease from our retail energy marketing operations primarily due to lower prices; and

• A $32 million decrease in our gas transmission operations due to lower prices.

Other operations and maintenance expense decreased 2%, primarily reflecting the combined effects of the following:

• The absence of a $42 million post-closing adjustment to the gain on the sale of the U.S. E&P operations recorded in 2008; partially offset by

• A $31 million increase in salaries, wages and benefits largely due to higher pension and other postretirement benefit costs.

DD&A increased 6%, principally due to higher depreciation from property additions ($32 million), partially offset by decreased DD&A associated with our E&P operations primarily reflecting lower rates ($14 million).

Other income increased $109 million primarily due to the impact of net realized gains (including investment income) on our merchant nuclear decommissioning trust funds in 2009 as compared to net realized losses (net of investment income) in 2008.

Income tax expense increased 10%, reflecting higher pretax income.

PAGE    36

Year-to-Date 2009 vs. 2008

Operating Revenue decreased 2%, primarily reflecting:

• A $382 million decrease in our producer services business primarily due to the net impact of a decrease in prices on physical gas sales ($412 million), partially offset by an increase in volumes on physical gas sales ($30 million), both associated with natural gas aggregation, marketing and trading activities;

• A $239 million decrease in regulated gas sales by our gas distribution operations reflecting the combined effects of:

• A $171 million decrease resulting largely from customer migration at Dominion East Ohio; and

• An $86 million decrease reflecting lower gas prices; partially offset by

• An $18 million increase in volumes due to the net impact of colder weather during the first quarter of 2009, changes in customer usage patterns and other factors;

• A $99 million decrease in gas sales by our retail energy marketing operations primarily due to lower gas prices;

• A $59 million decrease in sales of gas production from our E&P operations primarily reflecting the expiration of VPP royalty interests;

• A $44 million decrease primarily due to lower prices for certain requirements-based power sales contracts;

• A $44 million decrease in nonregulated gas sales by our gas distribution operations largely reflecting lower volumes; and

• A $22 million decrease in sales of gas production from our gas transmission operations due to lower prices.

These decreases were partially offset by:

• A $224 million increase in revenue from our electric utility operations resulting largely from:

• A $358 million increase in fuel revenue largely due to the impact of a comparatively higher fuel rate in certain customer jurisdictions, including the recovery of previously deferred fuel expenses; and

• A $66 million increase due to the impact of a rate adjustment clause associated with the recovery of construction-related financing costs for the Virginia City Hybrid Energy Center; partially offset by

• A $181 million decrease in sales to wholesale customers due to decreased volumes ($102 million) and lower prices ($79 million); and

• A $35 million decrease in base revenues reflecting the impact of unfavorable economic conditions on customer usage and other factors;

• A $218 million increase in electric sales by our retail energy marketing operations primarily due to the acquisition of a retail energy marketing business in September 2008 ($207 million) and higher sales volumes ($70 million), partially offset by lower sales prices ($59 million);

• An $87 million increase related to our gas transmission operations largely due to the completion of the Cove Point expansion project;

• An $82 million increase in gas transportation and storage revenue resulting principally from customer migration and the implementation of a Straight Fixed Variable rate design at Dominion East Ohio; and

• A $78 million increase for merchant generation operations largely due to the net impact of higher volumes resulting primarily from fewer scheduled nuclear refueling outages and higher demand for natural gas generation ($169 million), partially offset by lower realized prices ($91 million).

Operating Expenses and Other Items

Electric fuel and other energy-related purchases expense increased 9%, primarily reflecting the combined effects of:

• A $248 million increase for our utility generation operations primarily reflecting a comparatively higher fuel rate in certain customer jurisdictions, including recovery of previously deferred fuel expenses ($339 million) and a reduced benefit from FTRs ($44 million), partially offset by a decrease in fuel expenses associated with wholesale customers ($135 million); and

• A $165 million increase from our retail energy marketing operations primarily due to increased energy purchases resulting from the acquisition of a retail energy marketing business in September 2008 ($183 million) and an increase in volumes ($52 million), partially offset by lower prices ($70 million); these increases were partially offset by

• A $79 million decrease for our merchant generation operations reflecting lower commodity prices ($153 million), partially offset by increased consumption ($74 million) at certain fossil generating facilities; and

• A $52 million decrease primarily due to lower prices for power purchased to serve certain requirements-based power sales contracts.

PAGE    37

Purchased gas expense decreased 28%, principally resulting from the following factors:

• A $360 million decrease in our producer services business primarily due to the net impact of a decrease in prices on physical gas purchases ($462 million), partially offset by an increase in volumes on physical gas purchases ($72 million) and unfavorable price changes on economic hedging transactions ($30 million), all associated with natural gas aggregation and marketing activities;

• A $188 million decrease in the cost of gas sold by our gas distribution operations resulting primarily from lower gas costs ($95 million) and a decrease in volumes reflecting the impact of lower nonregulated sales and customer migration at Dominion East Ohio ($93 million);

• A $78 million decrease from our retail energy marketing operations primarily due to lower prices; and

• A $64 million decrease in our gas transmission operations primarily due to lower prices.

Other operations and maintenance expense increased 12%, primarily reflecting the combined effects of:

• A $455 million ceiling test impairment charge related to the carrying value of our E&P properties due to declines in natural gas and oil prices;

• A $96 million increase in salaries, wages and benefits largely due to higher pension and other postretirement benefit costs; and

• A $69 million increase primarily reflecting the combined effects of the absence of the net benefit recorded in 2008 related to the re-establishment of a regulatory asset in connection with the planned sale of Peoples and Hope ($47 million) and a 2009 charge due to a reduction in this regulatory asset ($22 million); partially offset by

• A $103 million downward revision in the nuclear decommissioning ARO for a power station unit that is no longer in service;

• Fewer scheduled outages at certain nuclear and fossil generating facilities ($91 million);

• The absence of a $59 million charge related to the impairment of a DCI investment sold in 2008; and

• The absence of a $42 million post-closing adjustment to the gain on the sale of the U.S. E&P operations recorded in 2008.

DD&A increased 7%, principally due to higher depreciation from property additions ($88 million), partially offset by a decrease in DD&A associated with our E&P operations reflecting lower rates ($20 million) and decreased gas and oil production ($16 million).

Other income increased $117 million primarily due to the impact of net realized gains (including investment income) on our merchant nuclear decommissioning trust funds in 2009 as compared to net realized losses (net of investment income) in 2008.

Interest and related charges increased 4%, primarily due to an increase in outstanding long-term debt ($102 million), partially offset by a decrease in commercial paper borrowings ($55 million) and interest accrued for issues recently resolved with taxing authorities ($25 million).

Income tax expense increased by 20% largely due to the absence of the benefit from the reversal of deferred tax liabilities in the first quarter of 2008, associated with a change in the expected tax treatment of the planned sale of Peoples and Hope.

PAGE    38

Segment Results of Operations

Segment results include the impact of intersegment revenues and expenses, which may result in intersegment profit and loss. Presented below is a summary of contributions by our operating segments to net income attributable to Dominion:

	Net Income attributable to Dominion									Diluted EPS
Third Quarter	2009			2008			$ Change			2009			2008			$ Change
(millions, except EPS)
DVP	$	95		$	84		$	11		$	0.16		$	0.15		$	0.01
Dominion Energy		95			81			14			0.16			0.14			0.02
Dominion Generation		459			449			10			0.77			0.77			—
Primary operating segments		649			614			35			1.09			1.06			0.03
Corporate and Other		(55	)		(106	)		51			(0.09	)		(0.19	)		0.10
Consolidated	$	594		$	508		$	86		$	1.00		$	0.87		$	0.13
Year-to-Date
DVP	$	292		$	278		$	14		$	0.49		$	0.48		$	0.01
Dominion Energy		371			333			38			0.63			0.57			0.06
Dominion Generation		1,098			991			107			1.86			1.71			0.15
Primary operating segments		1,761			1,602			159			2.98			2.76			0.22
Corporate and Other		(465	)		(116	)		(349	)		(0.79	)		(0.20	)		(0.59	)
Consolidated	$	1,296		$	1,486		$	(190	)	$	2.19		$	2.56		$	(0.37	)

DVP

Presented below are selected operating statistics related to DVP’s operations:

	Third Quarter				Year-to-Date
	2009	2008	% Change		2009	2008	% Change
Electricity delivered (million MWh)	21.8	23.4	(7	)%	62.1	64.2	(3	)%
Degree days (electric distribution service area):
Cooling(1)	988	1,083	(9	)	1,451	1,587	(9	)
Heating(2)	5	2	150		2,462	2,074	19
Average electric distribution customer accounts (thousands)(3)	2,403	2,387	1		2,401	2,383	1
Average retail energy marketing customer accounts (thousands)(3)	1,747	1,617	8		1,699	1,601	6

(1) Cooling degree days are units measuring the extent to which the average daily temperature is greater than 65 degrees Fahrenheit, and are calculated as the difference between 65 degrees and the average temperature for that day.

(2) Heating degree days are units measuring the extent to which the average daily temperature is less than 65 degrees Fahrenheit, and are calculated as the difference between 65 degrees and the average temperature for that day.

(3) Period average.

PAGE    39

Presented below, on an after-tax basis, are the key factors impacting DVP’s net income contribution:

	Third Quarter 2009 vs. 2008 Increase (Decrease)						Year-to-Date 2009 vs. 2008 Increase (Decrease)
	Amount			EPS			Amount			EPS
(millions, except EPS)
Retail energy marketing operations	$	10		$	0.02		$	(12	)	$	(0.02	)
Storm damage and restoration services(1)		3			—			12			0.02
Regulated electric sales:
Weather		(7	)		(0.01	)		6			0.01
Customer growth		1			—			4			—
Rate adjustment clause(2)		3			—			3			—
Other(3)		2			—			(8	)		(0.01	)
Other(4)		(1	)		—			9			0.01
Share dilution		—			—			—			—
Change in net income contribution	$	11		$	0.01		$	14		$	0.01

(1) Reflects lower storm damage and service restoration costs associated with our electric distribution operations.

(2) Reflects the impact of a new rate adjustment clause associated with the recovery of transmission-related expenditures.

(3) Year-to-date decrease primarily reflects the impact of unfavorable economic conditions on customer usage and other factors.

(4) Year-to-date increase primarily reflects the deferral of transmission-related expenditures collectible under a rate adjustment clause.

Dominion Energy

Presented below are selected operating statistics related to our Dominion Energy operations:

	Third Quarter						Year-to-Date
	2009		2008		% Change		2009		2008		% Change
Gas distribution throughput (bcf):
Sales		1		3	(67	)%		25		35	(29	)%
Transportation		22		28	(21	)		137		156	(12	)
Heating degree days (gas distribution service area)		82		54	52			3,900		3,929	(1	)
Average gas distribution customer accounts (thousands)(1):
Sales		144		384	(63	)		223		396	(44	)
Transportation		1,036		802	29			972		807	20
Production(2) (bcfe):		12.5		15.2	(18	)		38.9		49.2	(21	)
Average realized prices without hedging results (per mcfe)	$	3.42	$	9.94	(66	)	$	4.07	$	9.39	(57	)
Average realized prices with hedging results (per mcfe)		6.88		8.54	(19	)		7.34		8.61	(15	)
DD&A (unit of production rate per mcfe)		1.37		2.06	(33	)		1.57		1.98	(21	)
Average production (lifting) cost(3) (per mcfe)		1.10		1.51	(27	)		1.20		1.35	(11	)

(1) Period average.

(2) Includes natural gas, natural gas liquids and oil. Production includes 2.3 bcfe for the year-to-date period ended September 30, 2009, and 3.5 bcfe and 14.4 bcfe for the quarter and year-to-date period ended September 30, 2008, respectively, associated with the VPP royalty interests. There was no production related to VPPs for the quarter ended September 30, 2009 due to the expiration of these interests in February 2009.

(3) The inclusion of volumes associated with the VPPs would have resulted in lifting costs of $1.15 for the year-to-date period ended September 30, 2009, and $1.26 and $1.07 for the quarter and year-to-date period ended September 30, 2008, respectively. There were no volumes related to VPPs for the quarter ended September 30, 2009 due to the expiration of these interests in February 2009.

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Presented below, on an after-tax basis, are the key factors impacting Dominion Energy’s net income contribution:

	Third Quarter 2009 vs. 2008 Increase (Decrease)						Year-to-Date 2009 vs. 2008 Increase (Decrease)
	Amount			EPS			Amount			EPS
(millions, except EPS)
Cove Point expansion revenue	$	28		$	0.05		$	63		$	0.11
DD&A – gas and oil		9			0.01			22			0.04
Producer services(1)		(17	)		(0.03	)		13			0.02
Gas and oil – production(2)		(14	)		(0.02	)		(52	)		(0.09	)
Change in state tax legislation(3)		—			—			(16	)		(0.02	)
Other		8			0.01			8			0.01
Share dilution		—			—			—			(0.01	)
Change in net income contribution	$	14		$	0.02		$	38		$	0.06

(1) Quarter-to-date decrease is largely due to unfavorable price changes related to economic hedging transactions, partially offset by higher physical margins associated with natural gas aggregation, marketing and trading activities. Year-to-date increase is largely due to colder than normal weather throughout the mid-Atlantic and Northeast market areas and higher physical margins, partially offset by unfavorable price changes related to economic hedging transactions all associated with natural gas aggregation, marketing and trading activities.

(2) Principally due to the expiration of VPP royalty interests.

(3) Reflects the absence of a 2008 benefit resulting from the reduction of deferred tax liabilities related to the enactment of West Virginia income tax rate reductions.

Included below are the volumes and weighted-average prices associated with hedges in place for our E&P operations as of September 30, 2009, by applicable time period:

	Natural Gas
Year	Hedged Production (bcf)	Average Hedge Price (per mcf)
2009	7.3	$	9.13
2010	22.1		7.94
2011	6.6		6.82

Dominion Generation

Presented below are selected operating statistics related to our Dominion Generation operations:

	Third Quarter				Year-to-Date
	2009	2008	% Change		2009	2008	% Change
Electricity supplied (million MWh):
Utility	21.8	23.4	(7	)%	62.1	64.2	(3	)%
Merchant	12.4	12.4	—		37.1	33.4	11
Degree days (electric utility service area):
Cooling	988	1,083	(9	)	1,451	1,587	(9	)
Heating	5	2	150		2,462	2,074	19

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Presented below, on an after-tax basis, are the key factors impacting Dominion Generation’s net income contribution:

	Third Quarter 2009 vs. 2008 Increase (Decrease)						Year-to-Date 2009 vs. 2008 Increase (Decrease)
	Amount			EPS			Amount			EPS
(millions, except EPS)
Outage costs	$	7		$	0.01		$	58		$	0.10
Merchant generation margin(1)		(15	)		(0.02	)		91			0.17
Depreciation and amortization		(6	)		(0.01	)		(28	)		(0.05	)
Regulated electric sales:
Weather		(14	)		(0.02	)		6			0.01
Customer growth		3			—			8			0.01
Rate adjustment clause(2)		14			0.02			40			0.07
Other(3)		(5	)		—			(45	)		(0.08	)
Sales of emissions allowances		—			—			(17	)		(0.03	)
Other		26			0.04			(6	)		(0.01	)
Share dilution		—			(0.02	)		—			(0.04	)
Change in net income contribution	$	10		$	—		$	107		$	0.15

(1) Quarter-to-date decrease primarily attributable to lower realized prices. Year-to-date increase primarily attributable to higher volumes at certain nuclear and fossil generating facilities, partially offset by lower realized prices.

(2) Reflects the impact of a new rate adjustment clause associated with the recovery of construction-related financing costs for the Virginia City Hybrid Energy Center.

(3) Year-to-date decrease primarily reflects lower sales to wholesale customers, as well as the impact of unfavorable economic conditions on customer usage and other factors.

Corporate and Other

Presented below are the Corporate and Other segment’s after-tax results:

	Third Quarter									Year-to-Date
	2009			2008			$ Change			2009			2008			$ Change
(millions, except EPS)
Specific items attributable to operating segments	$	30		$	(27	)	$	57		$	(242	)	$	(54	)	$	(188	)
Sale of U.S. E&P business		—			(26	)		26			—			(26	)		26
Peoples and Hope		(11	)		2			(13	)		23			63			(40	)
Other corporate operations		(74	)		(55	)		(19	)		(246	)		(99	)		(147	)
Total net benefit (expense)	$	(55	)	$	(106	)	$	51		$	(465	)	$	(116	)	$	(349	)
EPS impact	$	(0.09	)	$	(0.19	)	$	0.10		$	(0.79	)	$	(0.20	)	$	(0.59	)

Specific Items Attributable to Operating Segments

Corporate and Other includes specific items attributable to our operating segments that have been excluded from profit measures evaluated by management, either in assessing segment performance or in allocating resources among the segments. See Note 21 to our Consolidated Financial Statements for discussion of significant items.

Sale of U.S. E&P business

The 2008 quarter and year-to-date amounts reflect post-closing adjustments to the gain on the sale.

Peoples and Hope

Third Quarter 2009 vs. 2008

The decrease primarily reflects an adjustment to a regulatory asset established in 2008 in connection with the planned sale of these subsidiaries.

Year-to-date 2009 vs. 2008

The decrease primarily reflects the combined effects of the absence of the net benefit recorded in 2008 related to the re-establishment of a regulatory asset in connection with the planned sale of these subsidiaries and a 2009 charge due to a reduction in this regulatory asset.

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Other Corporate Operations

Third Quarter 2009 vs. 2008

Net expenses increased $19 million primarily due to higher net interest expense.

Year-to-date 2009 vs. 2008

Net expenses increased $147 million, primarily due to the absence of the following 2008 items:

• The reversal of $136 million of deferred tax liabilities associated with Peoples and Hope; partially offset by

• A $38 million after-tax impairment charge recorded related to a DCI investment that was sold in April 2008.

In addition, net expenses increased due to higher net interest expense and an increase in our interim income tax provision attributable to the impact of the planned sale of Peoples and Hope on our 2009 estimated annual effective tax rate, partially offset by a reduction in interest accrued for issues recently resolved with tax authorities.

Selected Information—Energy Trading Activities

See Selected Information-Energy Trading Activities in MD&A included in our Annual Report on Form 10-K for the year ended December 31, 2008 for a discussion of our energy trading, hedging and marketing activities and related accounting policies. For additional discussion of trading activities, see Market Risk Sensitive Instruments and Risk Management in Item 3.

A summary of the changes in unrealized gains and losses recognized for our energy-related derivative instruments held for trading purposes follows:

	Amount
(millions)
Net unrealized gain at December 31, 2008	$	43
Contracts realized or otherwise settled during the period		(42	)
Net unrealized gain at inception of contracts initiated during the period		—
Change in unrealized gains and losses		31
Changes in unrealized gains and losses attributable to changes in valuation techniques		—
Net unrealized gain at September 30, 2009	$	32

The balance of net unrealized gains and losses recognized for our energy-related derivative instruments held for trading purposes at September 30, 2009, is summarized in the following table based on the inputs used to determine fair value:

	Maturity Based on Contract Settlement or Delivery Date(s)
Source of Fair Value	Less than 1 year			1-2 years			2-3 years			3-5 years		In excess of 5 years			Total
(millions)
Actively quoted – Level 1(1)	$	23		$	(2	)	$	—		$	—	$	—		$	21
Other external sources – Level 2(2)		(7	)		3			(2	)		—		—			(6	)
Models and other valuation methods – Level 3(3)		5			5			7			1		(1	)		17
Total	$	21		$	6		$	5		$	1	$	(1	)	$	32

(1) Values represent observable unadjusted quoted prices for traded instruments in active markets.

(2) Values with inputs that are observable directly or indirectly for the instrument, but do not qualify for Level 1.

(3) Values with a significant amount of inputs that are not observable for the instrument.

Liquidity and Capital Resources

We depend on both internal and external sources of liquidity to provide working capital and to fund capital requirements. Short-term cash requirements not met by cash provided by operations are generally satisfied with proceeds from short-term borrowings. Long-term cash needs are met through issuances of debt and/or equity securities.

At September 30, 2009, we had $3.8 billion of unused capacity under our credit facilities.

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A summary of our cash flows for the nine months ended September 30, 2009 and 2008 is presented below:

	2009			2008
(millions)
Cash and cash equivalents at January 1,(1)	$	71		$	287
Cash flows provided by (used in):
Operating activities		2,982			1,427
Investing activities		(2,744	)		(2,321	)
Financing activities		(256	)		697
Net decrease in cash and cash equivalents		(18	)		(197	)
Cash and cash equivalents at September 30,(2)	$	53		$	90

(1) 2009 and 2008 amounts include $5 million and $4 million, respectively, of cash classified as held for sale in our Consolidated Balance Sheets.

(2) 2009 and 2008 amounts include $3 million and $2 million, respectively, of cash classified as held for sale in our Consolidated Balance Sheets.

Operating Cash Flows

Net cash provided by operating activities increased by approximately $1.6 billion, primarily due to higher deferred fuel and gas cost recoveries, higher cash contributions from our merchant generation operations, lower outage costs and a decrease in customer receivables, partially offset by higher income tax payments. Our operations are subject to risks and uncertainties that may negatively impact the timing or amounts of operating cash flows which are discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year-ended December 31, 2008.

Credit Risk

As discussed in Note 19 to our Consolidated Financial Statements, our exposure to potential concentrations of credit risk results primarily from our energy marketing and price risk management activities. Presented below is a summary of our gross credit exposure as of September 30, 2009, for these activities. Our gross credit exposure for each counterparty is calculated as outstanding receivables plus any unrealized on- or off-balance sheet exposure, taking into account contractual netting rights.

	Gross Credit Exposure		Credit Collateral		Net Credit Exposure
(millions)
Investment grade(1)	$	862	$	279	$	583
Non-investment grade(2)		7		1		6
No external ratings:
Internally rated—investment grade(3)		99		—		99
Internally rated—non-investment grade(4)		22		—		22
Total	$	990	$	280	$	710

(1) Designations as investment grade are based upon minimum credit ratings assigned by Moody’s and Standard & Poor’s. The five largest counterparty exposures, combined, for this category represented approximately 54% of the total net credit exposure.

(2) The five largest counterparty exposures, combined, for this category represented less than 1% of the total net credit exposure.

(3) The five largest counterparty exposures, combined, for this category represented approximately 9% of the total net credit exposure.

(4) The five largest counterparty exposures, combined, for this category represented approximately 1% of the total net credit exposure.

Investing Cash Flows

Net cash used in investing activities increased by $423 million, primarily due to an increase in capital expenditures related to our electric utility operations and the absence of proceeds received in 2008 from the assignment of drilling rights in the Marcellus Shale formation, partially offset by reduced investments in and a distribution from our Fowler Ridge wind farm investment in connection with non-recourse project financing proceeds received in September 2009.

Financing Cash Flows and Liquidity

We rely on banks and capital markets as significant sources of funding for capital requirements not satisfied by cash provided by our operations. As discussed further in the Credit Ratings and Debt Covenants section, our ability to

PAGE    44

borrow funds or issue securities and the return demanded by investors are affected by the issuing company’s credit ratings. In addition, the raising of external capital is impacted by credit market conditions and subject to meeting certain regulatory requirements, including registration with the SEC and in the case of Virginia Power, approval by the Virginia Commission.

Net cash used in financing activities was $256 million as compared to net cash provided by financing activities of $697 million in 2008. This change is primarily due to higher dividend payments, and lower net debt issuances as a result of higher cash inflows from our operating activities, partially offset by increased proceeds from common stock issuances.

See Note 16 to our Consolidated Financial Statements for further information regarding our credit facilities, liquidity and significant financing transactions.

Credit Ratings and Debt Covenants

Credit ratings are intended to provide banks and capital market participants with a framework for comparing the credit quality of securities and are not a recommendation to buy, sell or hold securities. In the Credit Ratings section of MD&A in our Annual Report on Form 10-K for the year ended December 31, 2008, we discussed the use of capital markets by Dominion and Virginia Power, as well as the impact of credit ratings on the accessibility and costs of using these markets. As of September 30, 2009, there have been no changes in our credit ratings. In April 2009, Moody’s revised its credit ratings outlook for Virginia Power to positive from stable.

In addition, in the Debt Covenant section of MD&A in our Annual Report on Form 10-K for the year ended December 31, 2008, we discussed various covenants present in the enabling agreements underlying Dominion and Virginia Power’s debt. As of September 30, 2009, there have been no events of default under our debt covenants. As of September 30, 2009, there have been no changes to our debt covenants other than the execution of a replacement capital covenant discussed in MD&A in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.

Future Cash Payments for Contractual Obligations and Planned Capital Expenditures

As of September 30, 2009, there have been no material changes outside the ordinary course of business to our contractual obligations nor any material changes to our planned capital expenditures disclosed in MD&A in our Annual Report on Form 10-K for the year ended December 31, 2008.

Use of Off-Balance Sheet Arrangements

As of September 30, 2009, there have been no material changes in the off-balance sheet arrangements disclosed in MD&A in our Annual Report on Form 10-K for the year ended December 31, 2008.

Future Issues and Other Matters

The following discussion of future issues and other information includes current developments of previously disclosed matters and new issues arising during the period covered by and subsequent to our Consolidated Financial Statements. This section should be read in conjunction with Item 1. Business and Future Issues and Other Matters in MD&A in our Annual Report on Form 10-K for the year ended December 31, 2008 and Future Issues and Other Matters in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009. In addition, see Note 18 to our Consolidated Financial Statements and Part II, Item 1. Legal Proceedings for additional information on various environmental, regulatory, legal and other matters that may impact our future results of operations and/or financial condition, including a discussion of electric regulation in Virginia.

Regulatory Approval of Sale of Peoples and Hope

In September 2008, Dominion and the Fund each filed a Premerger Notification and Report Form with the U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). In October 2008, the mandatory waiting period under the HSR Act related to the proposed sale of Peoples and Hope to PH Gas expired. In September 2009, Dominion and the Fund each filed a renewed Premerger Notification and Report Form with the DOJ and FTC. In October 2009, Dominion and the Fund were granted early termination of the mandatory waiting period under the HSR Act.

In September 2008, Peoples, Dominion and Peoples Hope Gas Companies LLC (PH Gas) filed a joint petition with the Pennsylvania Commission seeking approval of the purchase by PH Gas of all of the stock of Peoples. In August 2009, evidentiary hearings for the sale of Peoples were held before the Pennsylvania Commission. In September 2009, Peoples, Dominion, PH Gas and two of the active interveners in the Peoples sale proceeding reached a

PAGE    45

settlement on issues involved in the Peoples sale. In October 2009, the administrative law judge (ALJ) in the Peoples sale proceeding issued an interim order denying the settlement. The ALJ did not reject the sale and did not rule on the merits of the sale petition. In October 2009, Dominion filed a petition with the Pennsylvania Commission requesting that it approve the settlement, and therefore the sale application, at a public meeting of the Pennsylvania Commission on November 19, 2009, consistent with the regulatory deadline for Commission action on such petitions.

In October 2008, Hope, Dominion and PH Gas filed a joint petition seeking West Virginia Commission approval of the purchase by PH Gas of all of the stock of Hope. In August 2009, evidentiary hearings for the sale of Hope and the associated rate case were held before the West Virginia Commission. The sale of Hope is pending before the West Virginia Commission.

The sale of Peoples and Hope is expected to close in 2009, subject to state regulatory approvals in Pennsylvania and West Virginia.

Federal Regulation

Federal Energy Regulatory Commission

In January 2008, FERC affirmed an earlier decision that the PJM transmission rate design for existing facilities had not become unjust and unreasonable. For recovery of costs of investments of new PJM-planned transmission facilities that operate at or above 500 kilovolt (kV), FERC established a regional rate design where all customers pay a uniform rate based on the costs of such investment. For recovery of costs of investment in new PJM-planned transmission facilities that operate below 500 kV, FERC affirmed its earlier decision to allocate costs on a beneficiary pays approach. A notice of appeal of this decision was filed in February 2008 at the U.S. Court of Appeals for the Seventh Circuit. In August 2009, the court denied the petition for review concerning the rate design for existing facilities, but granted the petition concerning the rate design for new facilities that operate at or above 500 kV, and remanded that issue back to FERC for further proceedings. We cannot predict the outcome of the FERC proceedings on remand.

In May 2008, the Maryland Public Service Commission, Delaware Public Service Commission, Pennsylvania Commission, New Jersey Board of Public Utilities, the American Forest & Paper Association, the Portland Cement Association and several other organizations representing consumers in the PJM region (the RPM Buyers) filed a complaint at FERC claiming that PJM’s Reliability Pricing Model’s transitional auctions have produced unjust and unreasonable capacity prices. The RPM Buyers requested that a refund effective date of June 1, 2008 be established and that FERC provide appropriate relief from unjust and unreasonable capacity charges within 15 months. In September 2008, FERC dismissed the complaint. The RPM Buyers requested rehearing of the FERC order in October 2008 and rehearing was denied in June 2009. A notice of appeal was filed in August 2009 by the Maryland Public Service Commission and the New Jersey Board of Public Utilities at the U.S. Court of Appeals for the Fourth Circuit. We cannot predict the outcome of the appeal.

Environmental Matters

We are subject to costs resulting from a number of federal, state and local laws and regulations designed to protect human health and the environment. These laws and regulations affect future planning and existing operations. They can result in increased capital, operating and other costs as a result of compliance, remediation, containment and monitoring obligations.

Clean Water Act Compliance

In October 2007, the Virginia State Water Control Board (Water Board) issued a renewed water discharge (VPDES) permit for North Anna. The Blue Ridge Environmental Defense League, and other persons, appealed the Water Board’s decision to the Richmond Circuit Court, challenging several permit provisions related to North Anna’s discharge of cooling water. In February 2009, the court ruled that the Water Board was required to regulate the thermal discharge from North Anna into the waste heat treatment facility. We filed a motion for reconsideration with the court in February 2009, which was denied. The final order was issued by the court in September 2009. The court’s order allows North Anna to continue to operate pursuant to the currently issued VPDES permit. In October 2009, we filed a Notice of Appeal of the court’s Order with the Richmond Circuit Court, initiating the appeals process to the Court of Appeals. Until the final permit is reissued, it is not possible to predict any financial impact that may result.

Global Climate Change

In June 2009, the U.S. House of Representatives passed comprehensive legislation titled the “American Clean

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Energy and Security Act of 2009” to encourage the development of clean energy sources and reduce greenhouse gas (GHG) emissions. The legislation contains provisions establishing federal renewable energy standards for electric suppliers. The legislation also includes cap-and-trade provisions for the reduction of GHG emissions. Similar legislation has been introduced in the U.S. Senate. In addition, the EPA has proposed two rules that, if finalized, will hold that GHGs are air pollutants subject to the provisions of the Clean Air Act. These are the EPA Proposed Endangerment and Cause or Contribute Findings for Greenhouse Gases Under Section 202(a) of the Clean Air Act (proposed April 2009) and the Proposed Rulemaking To Establish Light-Duty Vehicle Greenhouse Gas Emission Standards and Corporate Average Fuel Economy Standards (proposed September 2009). The cost of compliance with future GHG emission reduction programs could be significant. Given the highly uncertain outcome and timing of future action by the U.S. federal government and states on this issue, we cannot predict the financial impact of future GHG emission reduction programs on our operations, shareholders or customers at this time.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The matters discussed in this Item may contain “forward-looking statements” as described in the introductory paragraphs under Part I, Item 2. MD&A of this Form 10-Q. The reader’s attention is directed to those paragraphs for discussion of various risks and uncertainties that may affect our future.

Market Risk Sensitive Instruments and Risk Management

Our financial instruments, commodity contracts and related financial derivative instruments are exposed to potential losses due to adverse changes in commodity prices, interest rates and equity security prices as described below. Commodity price risk is present in our electric operations, gas production and procurement operations, and energy marketing and trading operations due to the exposure to market shifts in prices received and paid for electricity, natural gas and other commodities. We use commodity derivative contracts to manage price risk exposures for these operations. Interest rate risk is generally related to our outstanding debt and expected debt issuances. In addition, we are exposed to investment price risk through various portfolios of equity and debt securities.

The following sensitivity analysis estimates the potential loss of future earnings or fair value from market risk sensitive instruments over a selected time period due to a 10% unfavorable change in commodity prices and interest rates.

Commodity Price Risk

To manage price risk, we primarily hold commodity-based financial derivative instruments held for non-trading purposes associated with purchases and sales of electricity, natural gas and other energy-related products. As part of our strategy to market energy and to manage related risks, we also hold commodity-based financial derivative instruments for trading purposes.

The derivatives used to manage our commodity price risk are executed within established policies and procedures and may include instruments such as futures, forwards, swaps, options and FTRs that are sensitive to changes in the related commodity prices. For sensitivity analysis purposes, the hypothetical change in market prices of commodity-based financial derivative instruments is determined based on models that consider the market prices of commodities in future periods, the volatility of the market prices in each period, as well as the time value factors of the derivative instruments. Prices and volatility are principally determined based on observable market prices.

A hypothetical 10% unfavorable change in market prices of our non-trading commodity-based financial derivative instruments would have resulted in a decrease in fair value of approximately $166 million and $236 million as of September 30, 2009 and December 31, 2008, respectively. The decline in sensitivity is largely due to settlements of commodity derivative positions existing as of the beginning of the period. A hypothetical 10% unfavorable change in commodity prices would have resulted in a decrease of approximately $11 million and $5 million in the fair value of our commodity-based financial derivative instruments held for trading purposes as of September 30, 2009 and December 31, 2008, respectively. The increase in sensitivity is largely due to a decrease in commodity prices as well as increased commodity derivative activity.

The impact of a change in energy commodity prices on our non-trading commodity-based financial derivative instruments at a point in time is not necessarily representative of the results that will be realized when such contracts are ultimately settled. Net losses from commodity derivative instruments used for hedging purposes, to the extent realized, will generally be offset by recognition of the hedged transaction, such as revenue from physical sales of the commodity.

Interest Rate Risk

We manage our interest rate risk exposure predominantly by maintaining a balance of fixed and variable rate debt. We may also enter into interest-rate swaps when deemed appropriate to adjust our exposure based upon market conditions. At September 30, 2009 and December 31, 2008, a hypothetical 10% increase in market interest rates would have resulted in a decrease in annual earnings of approximately $2 million and $4 million, respectively.

Additionally, we may use forward-starting interest-rate swaps and treasury rate locks as anticipatory hedges. At September 30, 2009, we had $2 billion in aggregate notional amounts of these interest-rate derivatives outstanding. A hypothetical 10% decrease in market interest rates would have resulted in a decrease of approximately $76 million in the fair value of these interest-rate derivatives at September 30, 2009. We did not have a significant amount of these interest-rate derivatives outstanding at December 31, 2008.

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The impact of a change in market interest rates on these anticipatory hedges at a point in time is not necessarily representative of the results that will be realized when such contracts are settled. Net gains and/or losses from interest-rate derivatives used for anticipatory hedging purposes, to the extent realized, will generally be amortized over the life of the respective debt issuance being hedged.

Investment Price Risk

We are subject to investment price risk due to securities held as investments in decommissioning trust funds that are managed by third-party investment managers. These trust funds primarily hold marketable securities that are reported in our Consolidated Balance Sheets at fair value.

We recognized net realized gains (including investment income) on nuclear decommissioning trust investments of $10 million for the nine months ended September 30, 2009. We recognized net realized losses (net of investment income) on nuclear decommissioning trust investments of $91 million and $192 million for the nine months ended September 30, 2008 and for the year ended December 31, 2008, respectively. Net realized losses include gains and losses from the sale of investments as well as other-than-temporary impairments recognized in earnings. For the nine months ended September 30, 2009, we recorded, in AOCI and regulatory liabilities, a net increase in unrealized gains on these investments of $298 million. For the nine months ended September 30, 2008 and for the year ended December 31, 2008, we recorded, in AOCI and regulatory liabilities, a reduction in unrealized gains on these investments of $259 million and $451 million, respectively.

We sponsor employee pension and other postretirement benefit plans, in which our employees participate, that hold investments in trusts to fund benefit payments. Investment-related declines in these trusts will result in future increases in the periodic cost recognized for such employee benefit plans and will be included in the determination of the amount of cash to be contributed to the employee benefit plans.

ITEM 4. CONTROLS AND PROCEDURES

Senior management, including our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation process, the CEO and CFO have concluded that our disclosure controls and procedures are effective.

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are alleged to be in violation or in default under orders, statutes, rules or regulations relating to the environment, compliance plans imposed upon or agreed to by us, or permits issued by various local, state and federal agencies for the construction or operation of facilities. Administrative proceedings may also be pending on these matters. In addition, in the ordinary course of business, we are involved in various legal proceedings. We believe that the ultimate resolution of these proceedings will not have a material adverse effect on our financial position, liquidity or results of operations. See Note 18 to our Consolidated Financial Statements and Future Issues and Other Matters in MD&A for discussions on various environmental and other regulatory proceedings to which we are a party.

In December 2006 and January 2007, we submitted self-disclosure notifications to EPA Region 8 regarding three E&P facilities in Utah that potentially violated Clean Air Act (CAA) permitting requirements. In July 2007, a third party purchased Dominion’s E&P assets in Utah, including these facilities. In September 2008, we received a draft Consent Decree related to the potential CAA infractions, which imposed obligations on our subsidiary, Dominion Exploration and Production, Inc. and the purchaser, including payment of a civil penalty to the U.S. Department of Justice (DOJ) in the amount of $250,000. In September 2009, upon expiration of the thirty day public comment period, the DOJ requested the U.S. District Court, District of Utah, Northern Division to enter the final Consent Decree. Per our asset purchase agreement, the party purchaser assumed responsibility for the resolution of any enforcement action or Consent Decree, including penalties.

In February 2008, we received a request for information pursuant to Section 114 of the Clean Air Act from the EPA. The request concerns historical operating changes and capital improvements undertaken at our State Line and Kincaid power stations. In April 2009, we received a second request for information. We have provided information in response to both requests. Also in April, we received a Notice and Finding of Violations from the EPA claiming new source review violations, new source performance standards violations, and Title V permit program violations pursuant to the Clean Air Act and the respective State Implementation Plans. We have met with the EPA regarding the alleged violations, and have provided additional information to the EPA. We are evaluating the impact of the Notice. While we cannot predict the outcome of this matter, we do not believe that the final resolution of this matter will have a material adverse effect on our results of operations or financial condition.

ITEM 1A. RISK FACTORS

Our business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our control. We have identified a number of these risk factors in our Annual Report on Form 10-K for the year ended December 31, 2008, which should be taken into consideration when reviewing the information contained in this report. There have been no material changes with regard to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008. For other factors that may cause actual results to differ materially from those indicated in any forward-looking statement or projection contained in this report, see Forward-Looking Statements in MD&A.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of equity securities during the third quarter of 2009.

ISSUER PURCHASES OF EQUITY SECURITIES

Period	(a) Total Number of Shares (or Units) Purchased(1)	(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased under the Plans or Programs(2)
7/1/09-7/31/09	2,037	$	33.27	N/A	$	53,971,148 shares/ 2.68 billion
8/1/09-8/31/09	—		—	N/A	$	53,971,148 shares/ 2.68 billion
9/1/09-9/30/09	4,809		33.08	N/A	$	53,971,148 shares/ 2.68 billion
Total	6,846	$	33.14	N/A	$	53,971,148 shares/ 2.68 billion

(1) Amount represents registered shares tendered by employees to satisfy tax withholding obligations on vested restricted and goal-based stock.

(2) The remaining repurchase authorization is pursuant to repurchase authority granted by our Board of Directors in February 2005, as modified June 2007.

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ITEM 6. EXHIBITS

(a) Exhibits:

3.1	Articles of Incorporation as in effect August 9, 1999, as amended March 12, 2001 and as further amended November 9, 2007 (filed herewith).
3.2	Amended and Restated Bylaws effective on June 20, 2007 (Exhibit 3.1, Form 8-K filed June 22, 2007, File No. 1-8489, incorporated by reference).
4.1	Form of Senior Indenture, dated June 1, 2000, between Dominion Resources, Inc. and The Bank of New York (as successor trustee to JP Morgan Chase Bank (formerly The Chase Manhattan Bank)), as Trustee (Exhibit 4 (iii), Form S-3, Registration Statement, File No. 333-93187, incorporated by reference); First Supplemental Indenture, dated June 1, 2000 (Exhibit 4.2, Form 8-K, dated June 21, 2000, File No. 1-8489, incorporated by reference); Second Supplemental Indenture, dated July 1, 2000 (Exhibit 4.2, Form 8-K, dated July 11, 2000, File No. 1-8489, incorporated by reference); Third Supplemental Indenture, dated July 1, 2000 (Exhibit 4.3, Form 8-K dated July 11, 2000, incorporated by reference); Fourth Supplemental Indenture and Fifth Supplemental Indenture dated September 1, 2000 (Exhibit 4.2, Form 8-K, dated September 8, 2000, incorporated by reference); Sixth Supplemental Indenture, dated September 1, 2000 (Exhibit 4.3, Form 8-K, dated September 8, 2000, incorporated by reference); Seventh Supplemental Indenture, dated October 1, 2000 (Exhibit 4.2, Form 8-K, dated October 11, 2000, incorporated by reference); Eighth Supplemental Indenture, dated January 1, 2001 (Exhibit 4.2, Form 8-K, dated January 23, 2001, incorporated by reference); Ninth Supplemental Indenture, dated May 1, 2001 (Exhibit 4.4, Form 8-K, dated May 25, 2001, incorporated by reference); Form of Tenth Supplemental Indenture (Exhibit 4.2, Form 8-K filed March 18, 2002, File No. 1-8489, incorporated by reference); Form of Eleventh Supplemental Indenture (Exhibit 4.2, Form 8-K filed June 25, 2002, File No. 1-8489, incorporated by reference.); Form of Twelfth Supplemental Indenture (Exhibit 4.2, Form 8-K filed September 11, 2002, File No. 1-8489, incorporated by reference); Thirteenth Supplemental Indenture dated September 16, 2002 (Exhibit 4.1, Form 8-K filed September 17, 2002, File No. 1-8489, incorporated by reference); Fourteenth Supplemental Indenture, dated August 20, 2003 (Exhibit 4.4, Form 8-K filed August 20, 2003, File No. 1-8489, incorporated by reference); Forms of Fifteenth and Sixteenth Supplemental Indentures (Exhibits 4.2 and 4.3 to Form 8-K filed December 12, 2002, File No. 1-8489, incorporated by reference); Forms of Seventeenth and Eighteenth Supplemental Indentures (Exhibits 4.2. and 4.3 to Form 8-K filed February 11, 2003, File No. 1-8489, incorporated by reference); Forms of Twentieth and Twenty-First Supplemental Indentures (Exhibits 4.2 and 4.3 to Form 8-K filed March 4, 2003, File No. 1-8489, incorporated by reference); Form of Twenty-Second Supplemental Indenture (Exhibit 4.2 to Form 8-K filed July 22, 2003, File No. 1-8489 incorporated by reference); Form of Twenty-Third Supplemental Indenture (Exhibit 4.2, Form 8-K filed December 9, 2003, File No. 1-8489, incorporated by reference); Form of Twenty-Fifth Supplemental Indenture (Exhibit 4.2, Form 8-K filed January 14, 2004, File No. 1-8489, incorporated by reference); Form of Twenty-Sixth Supplemental Indenture (Exhibit 4.3, Form 8-K filed January 14, 2004, File No. 1-8489, incorporated by reference); Form of Twenty-Seventh Supplemental Indenture (Exhibit 4.2, Form S-4 Registration Statement, File No. 333-120339, incorporated by reference); Form of Twenty-Eighth and Twenty-Ninth Supplemental Indenture (Exhibits 4.2 and 4.3, Form 8-K filed June 17, 2005, File No. 1-8489, incorporated by reference); Form of Thirtieth Supplemental Indenture (Exhibit 4.2, Form 8-K, filed July 12, 2005, File No. 1-8489, incorporated by reference); Form of Thirty-First Supplemental Indenture (Exhibit 4.2, Form 8-K, filed September 26, 2005, File No. 1-8489, incorporated by reference); Form of Thirty-Second Supplemental Indenture (Exhibit 4.2, Form 8-K, filed November 9, 2006, File No. 1-8489, incorporated by reference); Form of Thirty-Third Supplemental Indenture (Exhibit 4.3, Form 8-K, filed November 9, 2006, File No. 1-8489, incorporated by reference); Form of Thirty-Fourth Supplemental Indenture (Exhibit 4.2, Form 8-K, filed November 29, 2007, File No. 1-8489, incorporated by reference); Form of Thirty-Fifth Supplemental Indenture (Exhibit 4.2, Form 8-K, filed June 16, 2008, File No. 1-8489, incorporated by reference); Form of Thirty-Sixth Supplemental Indenture (Exhibit 4.3, Form 8-K, filed June 16, 2008, File No. 1-8489, incorporated by reference); Form of Thirty-Seventh Supplemental Indenture (Exhibit 4.4, Form 8-K, filed June 16, 2008, File No. 1-8489, incorporated by reference); Form of Thirty-Eighth Supplemental and Amending Indenture (Exhibit 4.2, Form 8-K, filed November 26, 2008, File No. 1-8489, incorporated by reference); Thirty-Ninth Supplemental Indenture Amending the Twenty-Seventh Supplemental Indenture (Exhibit 4.1, Form 8-K, filed December 5, 2008, File No. 1-8489, incorporated by reference); and Form of Thirty-Ninth Supplemental Indenture (Exhibit 4.3, Form 8-K, filed August 12, 2009, File No. 1-8489, incorporated by reference).

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4.2	Dominion Resources, Inc. agrees to furnish to the SEC upon request any other instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed 10% of its total consolidated assets.
10*	Consulting Agreement between Dominion Resources, Inc. and Thomas Chewning effective September 1, 2009 (filed herewith).
12	Ratio of earnings to fixed charges (filed herewith).
31.1	Certification by Dominion Resources, Inc.’s CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2	Certification by Dominion Resources, Inc.’s CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32	Certification to the SEC by Dominion Resources, Inc.’s CEO and CFO, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
99	Condensed consolidated earnings statements (unaudited) (filed herewith).
101^	The following financial statements from the Dominion Resources, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed on October 30, 2009, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text.

* Indicates management contract or compensatory plan or arrangement.

^ This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that the Company specifically incorporates it by reference.

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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
November 2, 2009	/S/    ASHWINI SAWHNEY
	Ashwini Sawhney Vice President and Controller (Chief Accounting Officer)

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EXHIBIT INDEX

3.1	Articles of Incorporation as in effect August 9, 1999, as amended March 12, 2001 and as further amended November 9, 2007 (filed herewith).
3.2	Amended and Restated Bylaws effective on June 20, 2007 (Exhibit 3.1, Form 8-K filed June 22, 2007, File No. 1-8489, incorporated by reference).
4.1	Form of Senior Indenture, dated June 1, 2000, between Dominion Resources, Inc. and The Bank of New York (as successor trustee to JP Morgan Chase Bank (formerly The Chase Manhattan Bank)), as Trustee (Exhibit 4 (iii), Form S-3, Registration Statement, File No. 333-93187, incorporated by reference); First Supplemental Indenture, dated June 1, 2000 (Exhibit 4.2, Form 8-K, dated June 21, 2000, File No. 1-8489, incorporated by reference); Second Supplemental Indenture, dated July 1, 2000 (Exhibit 4.2, Form 8-K, dated July 11, 2000, File No. 1-8489, incorporated by reference); Third Supplemental Indenture, dated July 1, 2000 (Exhibit 4.3, Form 8-K dated July 11, 2000, incorporated by reference); Fourth Supplemental Indenture and Fifth Supplemental Indenture dated September 1, 2000 (Exhibit 4.2, Form 8-K, dated September 8, 2000, incorporated by reference); Sixth Supplemental Indenture, dated September 1, 2000 (Exhibit 4.3, Form 8-K, dated September 8, 2000, incorporated by reference); Seventh Supplemental Indenture, dated October 1, 2000 (Exhibit 4.2, Form 8-K, dated October 11, 2000, incorporated by reference); Eighth Supplemental Indenture, dated January 1, 2001 (Exhibit 4.2, Form 8-K, dated January 23, 2001, incorporated by reference); Ninth Supplemental Indenture, dated May 1, 2001 (Exhibit 4.4, Form 8-K, dated May 25, 2001, incorporated by reference); Form of Tenth Supplemental Indenture (Exhibit 4.2, Form 8-K filed March 18, 2002, File No. 1-8489, incorporated by reference); Form of Eleventh Supplemental Indenture (Exhibit 4.2, Form 8-K filed June 25, 2002, File No. 1-8489, incorporated by reference.); Form of Twelfth Supplemental Indenture (Exhibit 4.2, Form 8-K filed September 11, 2002, File No. 1-8489, incorporated by reference); Thirteenth Supplemental Indenture dated September 16, 2002 (Exhibit 4.1, Form 8-K filed September 17, 2002, File No. 1-8489, incorporated by reference); Fourteenth Supplemental Indenture, dated August 20, 2003 (Exhibit 4.4, Form 8-K filed August 20, 2003, File No. 1-8489, incorporated by reference); Forms of Fifteenth and Sixteenth Supplemental Indentures (Exhibits 4.2 and 4.3 to Form 8-K filed December 12, 2002, File No. 1-8489, incorporated by reference); Forms of Seventeenth and Eighteenth Supplemental Indentures (Exhibits 4.2. and 4.3 to Form 8-K filed February 11, 2003, File No. 1-8489, incorporated by reference); Forms of Twentieth and Twenty-First Supplemental Indentures (Exhibits 4.2 and 4.3 to Form 8-K filed March 4, 2003, File No. 1-8489, incorporated by reference); Form of Twenty-Second Supplemental Indenture (Exhibit 4.2 to Form 8-K filed July 22, 2003, File No. 1-8489 incorporated by reference); Form of Twenty-Third Supplemental Indenture (Exhibit 4.2, Form 8-K filed December 9, 2003, File No. 1-8489, incorporated by reference); Form of Twenty-Fifth Supplemental Indenture (Exhibit 4.2, Form 8-K filed January 14, 2004, File No. 1-8489, incorporated by reference); Form of Twenty-Sixth Supplemental Indenture (Exhibit 4.3, Form 8-K filed January 14, 2004, File No. 1-8489, incorporated by reference); Form of Twenty-Seventh Supplemental Indenture (Exhibit 4.2, Form S-4 Registration Statement, File No. 333-120339, incorporated by reference); Form of Twenty-Eighth and Twenty-Ninth Supplemental Indenture (Exhibits 4.2 and 4.3, Form 8-K filed June 17, 2005, File No. 1-8489, incorporated by reference); Form of Thirtieth Supplemental Indenture (Exhibit 4.2, Form 8-K, filed July 12, 2005, File No. 1-8489, incorporated by reference); Form of Thirty-First Supplemental Indenture (Exhibit 4.2, Form 8-K, filed September 26, 2005, File No. 1-8489, incorporated by reference); Form of Thirty-Second Supplemental Indenture (Exhibit 4.2, Form 8-K, filed November 9, 2006, File No. 1-8489, incorporated by reference); Form of Thirty-Third Supplemental Indenture (Exhibit 4.3, Form 8-K, filed November 9, 2006, File No. 1-8489, incorporated by reference); Form of Thirty-Fourth Supplemental Indenture (Exhibit 4.2, Form 8-K, filed November 29, 2007, File No. 1-8489, incorporated by reference); Form of Thirty-Fifth Supplemental Indenture (Exhibit 4.2, Form 8-K, filed June 16, 2008, File No. 1-8489, incorporated by reference); Form of Thirty-Sixth Supplemental Indenture (Exhibit 4.3, Form 8-K, filed June 16, 2008, File No. 1-8489, incorporated by reference); Form of Thirty-Seventh Supplemental Indenture (Exhibit 4.4, Form 8-K, filed June 16, 2008, File No. 1-8489, incorporated by reference); Form of Thirty-Eighth Supplemental and Amending Indenture (Exhibit 4.2, Form 8-K, filed November 26, 2008, File No. 1-8489, incorporated by reference); Thirty-Ninth Supplemental Indenture Amending the Twenty-Seventh Supplemental Indenture (Exhibit 4.1, Form 8-K, filed December 5, 2008, File No. 1-8489, incorporated by reference); and Form of Thirty-Ninth Supplemental Indenture (Exhibit 4.3, Form 8-K, filed August 12, 2009, File No. 1-8489, incorporated by reference).

PAGE    55

4.2	Dominion Resources, Inc. agrees to furnish to the SEC upon request any other instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed 10% of its total consolidated assets.
10	Consulting Agreement between Dominion Resources, Inc. and Thomas Chewning effective September 1, 2009 (filed herewith).
12	Ratio of earnings to fixed charges (filed herewith).
31.1	Certification by Dominion Resources, Inc.’s CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2	Certification by Dominion Resources, Inc.’s CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32	Certification to the SEC by Dominion Resources, Inc.’s CEO and CFO, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
99	Condensed consolidated earnings statements (unaudited) (filed herewith).
101	The following financial statements from the Dominion Resources, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed on October 30, 2009, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text.

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EX-3.1

Exhibit 3.1

Dominion Resources, Inc.

Articles of Incorporation

As amended and restated

Effective August 9, 1999

Article I. Name

The name of the Corporation is Dominion Resources, Inc.

Article II. Purpose

The purpose for which the Corporation is organized is to transact any and all lawful business, not required to be specifically stated in the Articles of Incorporation, for which corporations may be incorporated under the Virginia Stock Corporation Act.

Article III. Stock

Division A — Common Stock

The Corporation shall have authority to issue 1,000,000,000 shares of Common Stock without par value.

Dividends may be paid upon the Common Stock out of any assets of the Corporation available for dividends remaining after full dividends on the outstanding Preferred Stock at the dividend rate or rates therefor, together with the full additional amount required by any participation right, with respect to all past dividend periods and the current dividend period shall have been paid or declared and set apart for payment and all mandatory sinking fund payments that shall have become due in respect of any series of the Preferred Stock shall have been made.

In the event of any liquidation, dissolution or winding up of the Corporation the Board of Directors may, after satisfaction of the rights of the holders of all shares of preferred Stock, or the deposit in trust of money adequate for such satisfaction, distribute in kind to the holders of the Common Stock all then remaining assets of the Corporation or may sell, transfer or otherwise dispose of all or any of such remaining assets of the Corporation and receive payment therefor wholly or partly in cash and/or in stock and/or in obligations and may sell all or any part of the consideration received therefor and distribute all or the balance thereof in kind to the holders of the Common Stock.

The holders of the Common Stock shall, to the exclusion of the holders of the Preferred Stock, have the sole and full power to vote for the election of directors and for all other purposes without limitation except only as otherwise recited or provided in the provisions of these Articles of Incorporation applicable to the Preferred Stock.

Subject to the provisions of these Articles of Incorporation applicable to the Preferred Stock, the Corporation may from time to time purchase or otherwise acquire for a consideration or redeem (if permitted by the terms thereof) share of Common Stock or shares of any other class of stock hereafter created ranking junior to the Preferred Stock in respect of dividends or assets and any shares so purchased or acquired may be held or disposed of by the Corporation from time to time for its corporate purposes or may be retired as provided by law.

Division B — Preferred Stock

The Corporation shall have authority to issue 20,000,000 shares of Preferred Stock.

The Board of Directors is hereby empowered to cause any class of the Preferred Stock of the Corporation to be issued in series with such of the variations permitted by clauses (a)-(k) below, as shall be determined by the Board of Directors.

The shares of Preferred Stock of different classes or series may vary as to:

(a) the designation of such class or series, the number of shares to constitute such class or series and the stated value thereof;

(b) whether the shares of such class or series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which (i) may be general or limited, and (ii) may permit more that one vote per share;

(c) the rate or rates (which may be fixed or variable) at which dividends, if any, are payable on such class or series, whether any such

dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any shares of stock of any other class or any other series of such class;

(d) whether the shares of such class or series shall be subject to redemption by the Corporation, and, if so, the times, prices and other conditions of such redemption;

(e) the amount or amounts payable upon shares of such class or series upon, and the rights of the holders of such class or series in, the voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the Corporation;

(f) whether the shares of such class or series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;

(g) whether the shares of such series shall be convertible into, or exchangeable for, shares of stock of any class or any other series of such class or any other securities (including common stock) and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;

(h) the limitations and restrictions, if any, to be effective while any shares of such class or series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Corporation of, the Common Stock or shares of stock of any other class or any other series of such class;

(i) the conditions or restrictions, if any, upon the creation of indebtedness of the Corporation or upon the issue of any additional stock, including additional shares of such class or series or of any other series of such class or of any other class;

(j) the ranking (be it pari passu, junior or senior) of each class or series as to the payment of dividends, the distribution of assets and all other matters; and

(k) any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof, insofar they are not inconsistent with the provisions of these Articles of Incorporation, to the full extent permitted in accordance with the laws of the Commonwealth of Virginia.

In the event of any liquidation, dissolution or winding up of the Corporation, after there shall have been paid to or set aside for the holders of the Preferred Stock the full preferential amounts to which they are respectively entitled under the provisions of these Articles of Incorporation applicable to the Preferred Stock, the holders of the Preferred Stock shall have no claim to any of the remaining assets of the Corporation.

The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other classes and series at any time outstanding. All shares of Preferred Stock of each series shall be equal in all respects.

Division C — General Provisions

The number of authorized shares of capital stock of the Corporation, or the amount of capital represented thereby, may be increased or decreased in the manner and subject to the conditions and limitations prescribed by the laws of the Commonwealth of Virginia, as they now and may hereafter exist, and subject to the provisions hereinafter contained.

Any and all shares of Preferred Stock and Common Stock of the Corporation, at the time authorized but not issued and outstanding may be issued and disposed of by the Board of Directors of the Corporation in any lawful manner, consistently, in the case of shares of Preferred Stock, with the requirements set forth in the provisions of these Articles of Incorporation applicable to the Preferred Stock, at any time and from time to time, for such considerations as may be fixed by the Board of Directors of the Corporation.

The Board of Directors shall have authority from time to time to set apart out of any assets of the Corporation otherwise available for dividends a reserve or reserves as working capital or for any other proper purpose or purposes, and to reduce, abolish or add to any such reserve or reserves from time to time as said board may deem to be in the interests of the Corporation; and said board shall likewise have power to determine in its discretion what part of the assets of the Corporation available for dividends in excess of such reserve or reserves shall be declared as dividends and paid to the stockholders of the Corporation.

No stockholder shall have any pre-emptive right to acquire unissued shares of the Corporation or to acquire any securities convertible into or exchangeable for such shares or to acquire any options, warrants or rights to purchase such shares.

Each holder of record of outstanding shares of stock entitled to vote at any meeting of stockholders shall, as to all matters in respect of which such stock has voting power, be entitled to one vote for each share of such stock held by him, as shown by the stock books of the Corporation, and may cast such vote in person or by proxy. Except as herein expressly provided, or mandatorily provided by the laws of the Commonwealth of Virginia, a quorum at any meeting shall consist of a majority of the shares outstanding, and a plurality vote of such quorum shall govern.

The Board of Directors of the Corporation may, by resolution, determine that only a part of the consideration which it is to receive for any shares of stock which it shall issue shall be capital and that the balance of such consideration (not greater, however, that the excess of such consideration over the par value, if any, of such shares) shall be capital surplus of the Corporation.

Article IV. Offices

The principal office of the Corporation in the Commonwealth of Virginia is to be located in the City of Richmond.

Article V. Directors and Officers

The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of not less than ten nor more than seventeen Directors, the exact number of Directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the Directors then in office or at least two-thirds of the shares entitled to vote at a meeting of Stockholders. Each Director shall hold office until the next annual meeting and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. No decrease in the number of directors shall shorten the term of any incumbent Director.

Notwithstanding, the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such Directorships shall be governed by the terms of these Articles of Incorporation applicable thereto, and such Directors so elected shall not be divided into classes pursuant to this Article V unless expressly provided by such terms.

If the office of any Director shall become vacant, the Directors at the time in office, whether or not a quorum, may, by majority vote of the Directors then in office, choose a successor who shall hold office until the next annual meeting of stockholders. Vacancies resulting from the increase in the number of Directors shall be filled in the same manner.

Directors of the Corporation may be removed by stockholders of the Corporation only for cause and with the affirmative vote of at least two-thirds of the outstanding shares entitled to vote.

Advance notice of stockholder nominations for the election of Directors shall be given in the manner provided in the Bylaws of the Corporation.

Notwithstanding any other provision of the Articles of Incorporation or the Bylaws, the affirmative vote of at least two-thirds of the

outstanding shares entitled to vote shall be required to amend, alter, change or repeal, or to adopt any provision inconsistent with the purpose and intent of, this Article V or Articles IV and IX of the Bylaws.

Article VI. Limit on Liability and Indemnification

1. To the full extent that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers, a Director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages.

2. To the full extent permitted and in the manner prescribed by the Virginia Stock Corporation Act and any other applicable law, the Corporation shall indemnify a Director or officer of the Corporation who is or was a party to any proceeding by reason of the fact that he is or was such a Director or officer or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The Board of Directors is hereby empowered, by majority vote of a quorum or disinterested Directors, to contract in advance to indemnify any Director or officer.

3. The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested Directors, to cause the Corporation to indemnify or contract in advance to indemnify any person not specified in Section 2 of this Article who was or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section 2.

4. The Corporation my purchase and maintain insurance to indemnify

it against the whole or any portion of the liability assumed by it in accordance with this Article an may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by any such person in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article.

5. In the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to Section 2 of this Article VI shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

6. The provisions of this Article VI shall be applicable to all actions, claims, suits or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption. no amendment, modification or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification or repeal.

7. Reference herein to Directors, officers, employees or agents shall include former Directors, officers, employees and agents and their respective heirs, executors and administrators.

ARTICLES OF AMENDMENT

ESTABLISHING

SERIES A PREFERRED STOCK

OF DOMINION RESOURCES, INC.

Article I

The name of the corporation is Dominion Resources, Inc. (the “Corporation”).

Article II

The Amended and Restated Articles of Incorporation, as amended (the “Articles”), of the Corporation hereby are amended to create a series of the Corporation’s Preferred Stock pursuant to Article III - Division B of the Articles which shall be designated the Series A Preferred Stock and determine the variations permitted by the Articles with respect thereto. In accordance with the provisions of the Articles, such Series A Preferred Stock shall have, in addition to the general terms and characteristics of all the authorized shares of Preferred Stock of the Corporation, the distinctive terms and characteristics set forth in Article IV of these Articles of Amendment.

Article III

The amendment determining the terms of the Series A Preferred Stock was duly adopted by the Board of Directors of the Corporation on February 16, 2001. Under the Articles no shareholder action on the amendment was required.

Article IV

The text of the amendment determining the terms of the Series A Preferred Stock appears in the following Sections 1-7 and in Appendix A hereto. It is to be inserted in between Article III - Division B and Article III - Division C of the Articles and entitled as shown below.

Division B — Series A Preferred Stock

Section 1. Definitions. The capitalized terms used herein shall have the meanings set forth in Appendix A attached hereto or in Articles I and II above.

Section 1A. Number. The Series A Preferred Stock comprises 665,000 shares.

Section 2. Dividends. The holders of the Series A Preferred Stock shall not be entitled to receive any dividends (nor shall dividends commence to accrue) prior to, or with respect to any period ending prior to, the Rate Reset Date. The holders of the Series

A Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of the assets of the Corporation legally available therefor, cumulative cash dividends from the Rate Reset Date at the Reset Dividend Rate, and no more, payable on the dates as set forth in this Section 2. Dividends shall accrue on the Series A Preferred Stock from the Rate Reset Date. Dividends shall be payable quarterly in arrears on each January 1, April 1, July 1, and October 1 commencing on the first such date following the Rate Reset Date and on the Mandatory Conversion Date (each such date being hereinafter referred to as a “Dividend Payment Date”); provided, that if any such Dividend Payment Date is not a Business Day, then any payment with respect to such Dividend Payment Date shall be payable on the next succeeding Business Day. A dividend period shall commence on a Dividend Payment Date or the Rate Reset Date, as the case may be, and continue to the day next preceding the next succeeding Dividend Payment Date. Accumulated unpaid dividends shall not accrue interest. Dividends (or cash amounts equal to accrued and unpaid dividends) payable on the Series A Preferred Stock for any period less than or more than a full quarterly period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in any period less than one month. Dividends on the Series A Preferred Stock shall accrue whether or not the Corporation has earnings, whether or not there are assets legally available for the payment of such dividends and whether or not such dividends are declared. Dividends in arrears for any past dividend periods or portions thereof may be declared and paid at any time without reference to any regular Dividend Payment Date to holders of record on such date as shall be fixed by the Board of Directors, subject to applicable law.

Section 3. Liquidation Preference. The amount payable upon the shares of Series A Preferred Stock in the event of voluntary or involuntary dissolution, liquidation or winding up of the Corporation shall be $1,000 per share plus an amount equivalent to the unpaid and accumulated dividends thereon, if any, to the date of such voluntary or involuntary dissolution, liquidation or winding up.

Section 4. Redemption. The Corporation shall have the right to redeem all, but not less than all, of the outstanding Series A Preferred Stock (x) at any time following a Redemption Event and prior to a Trigger Date and (y) at any time prior to a Note Trigger Event, in each case in cash at the redemption price of $1,000 per share (the “Redemption Price”). Except as set forth in the preceding sentence, the Corporation shall not have the right to redeem any or all of the Series A Preferred Stock at any other time.

Section 5. Conversion.

(1) Unless previously converted at the option of the holder in accordance with the provisions hereof, on the earlier to occur of (i) the third anniversary of the Rate Reset Date and (ii) the third anniversary of the Scheduled Maturity Date, or if such date is not a Business Day, the next succeeding day that is a Business Day (the “Mandatory Conversion Date”), each outstanding share of Series A Preferred Stock shall, without additional notice to holders thereof, convert automatically (the “Mandatory Conversion”) into a

number of fully paid and non-assessable shares of Common Stock at the Mandatory Conversion Rate (as defined herein) in effect on the Mandatory Conversion Date. The “Mandatory Conversion Rate” is equal to the following number of shares of Common Stock per share of Series A Preferred Stock: (a) if the Mandatory Conversion Date Market Price is greater than or equal to the Threshold Appreciation Price, the quotient of (i) $1,000 divided by (ii) the Threshold Appreciation Price, (b) if the Mandatory Conversion Date Market Price is less than the Threshold Appreciation Price but is greater than the Reset Price, the quotient of $1,000 divided by the Mandatory Conversion Date Market Price and (c) if the Mandatory Conversion Date Market Price is less than or equal to the Reset Price, the quotient of $1,000 divided by the Reset Price, subject to adjustment as provided in this Section 5. “Mandatory Conversion Date Market Price” shall mean the Average Trading Price per share of Common Stock for the 20 consecutive Trading Days immediately prior to, but not including, the Mandatory Conversion Date; provided, however, that if an event occurs during such 20 consecutive Trading Days that would require an adjustment to the Mandatory Conversion Rate pursuant to Subsections 5(3) or 5(5), the Board of Directors may make such adjustments to the Average Trading Price for shares of Common Stock for such 20 Trading Day period as it reasonably deems appropriate to effectuate the intent of the adjustments in Subsections 5(3) and 5(5), in which case any such determination by the Board of Directors shall be set forth in a resolution of the Board of Directors and shall be conclusive absent manifest error.

Dividends on the Series A Preferred Stock shall cease to accrue on the day immediately preceding, and the Series A Preferred Stock shall cease to be outstanding on, the Mandatory Conversion Date. The Corporation shall make arrangements as it deems appropriate for the issuance of certificates representing Common Stock and for the payment of cash in respect of such accrued and unpaid dividends, if any, or cash in lieu of fractional shares, if any, in exchange for and contingent upon surrender of certificates representing the Series A Preferred Stock, and the Corporation may defer the payment of dividends on such Common Stock and the voting thereof until, and make such payment and voting contingent upon, the surrender of such certificates representing the Series A Preferred Stock, provided that the Corporation shall give the holders of the Series A Preferred Stock such notice of any such actions as the Corporation deems appropriate and upon such surrender such holders shall be entitled to receive such dividends declared and paid on such Common Stock subsequent to the Mandatory Conversion Date. Amounts payable in cash in respect of the Series A Preferred Stock or in respect of such Common Stock shall not bear interest.

(2) Shares of Series A Preferred Stock shall be convertible, at the option of the holders thereof (“Optional Conversion”), at any time on or after the Rate Reset Date and before the Mandatory Conversion Date, into Common Stock at a rate equal to the number of shares of Common Stock per share of Series A Preferred Stock (the “Optional Conversion Rate”) that is equal to the quotient of (i) $1,000 divided by (ii) the Threshold Appreciation Price, subject to adjustment as set forth in this Section 5. Prior to the Rate Reset

Date, the Optional Conversion Rate shall be a number of shares of Common Stock equal to the quotient of (i) $1,000 divided by (ii) the Average Trading Price of the Common Stock for the 10 consecutive Trading Days immediately preceding the Closing Date, subject to adjustment as set forth in this Section 5. Optional Conversion of shares of Series A Preferred Stock may be effected by delivering certificates evidencing such shares of Series A Preferred Stock, together with written notice of conversion and, if required by the Corporation, a proper assignment of such certificates to the Corporation or in blank (and, if applicable as provided in the following paragraph, cash payment of an amount equal to the dividends attributable to the current dividend period payable on such shares), to the office of the transfer agent for the shares of Series A Preferred Stock or to any other office or agency maintained by the Corporation for that purpose and otherwise in accordance with Optional Conversion procedures established by the Corporation. Each Optional Conversion shall be deemed to have been effected immediately before the close of business on the date on which the foregoing requirements shall have been satisfied. The Optional Conversion shall be at the Optional Conversion Rate in effect at such time and on such date.

Holders of shares of Series A Preferred Stock at the close of business on a record date for any payment of declared dividends shall be entitled to receive the dividend payable on such shares on the corresponding Dividend Payment Date or other date fixed for payment of dividends notwithstanding the Optional Conversion of such shares following such record date and on or prior to such Dividend Payment Date or other date fixed for payment of dividends. However, shares of Series A Preferred Stock surrendered for Optional Conversion after the close of business on a record date for any payment of declared dividends and before the opening of business on the next succeeding Dividend Payment Date or other date fixed for payment of dividends must be accompanied by payment in cash of an amount equal to the dividends attributable to the current dividend period payable on such shares on such next succeeding Dividend Payment Date or other date fixed for payment of dividends. Except as provided in this Subsection 5(2), upon any Optional Conversion, the Corporation shall make no payment of or allowance for unpaid dividends, whether or not in arrears, on such converted shares of Series A Preferred Stock as to which Optional Conversion has been effected or for previously declared dividends or distributions on the shares of Common Stock issued upon such Optional Conversion.

(3) The Optional Conversion Rate shall be adjusted from time to time and the Mandatory Conversion Rate shall be adjusted from time to time after the Rate Reset Date in respect of events occurring after the Rate Reset Date, as follows:

(a) In case the Corporation shall (i) pay a dividend on its Common Stock in other Common Stock, (ii) subdivide or split its outstanding Common Stock into a greater number of shares, (iii) combine its outstanding Common Stock into a smaller number of Common Stock, or (iv) issue by reclassification of its Common Stock any other Common Stock (including in connection with a merger in which the Corporation is a surviving

corporation), then, in any such event, (1) the Mandatory Conversion Rate in effect immediately prior to such event shall be adjusted such that the Reset Price shall be adjusted by multiplying it by a fraction (which fraction and all other fractions referred to herein may be improper fractions), the numerator of which is one and the denominator of which is the number of shares of Common Stock that a holder of one share of Common Stock prior to any event described above would hold after such event (assuming the issuance of fractional shares) (the “Recapitalization Adjustment Ratio”), and (2) the Optional Conversion Rate in effect immediately prior to such event shall be adjusted by multiplying it by a fraction, the numerator of which is one and the denominator of which is the Recapitalization Adjustment Ratio. Such adjustment shall become effective immediately after the effective date of any such event (or the earlier record date in the case of any such dividend) whenever any of the events listed above shall occur.

(b) In case the Corporation shall issue rights or warrants to all holders of its Common Stock entitling them (for a period, except in the case of Rights, expiring within 45 days after the record date for determination of the shareholders entitled to receive such rights or warrants) to subscribe for or purchase Common Stock at a price per share of Common Stock less than the current market price per share of Common Stock (as defined in Subsection 5(4)) on such record date, then in each such case the Mandatory Conversion Rate on the date of such issuance shall be adjusted such that the Reset Price shall be adjusted by multiplying it by a fraction the numerator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance, plus (y) the number of additional 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 the Average Trading Price for a share of Common Stock on the record date for such issuance, and the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance, plus (y) the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants (the “Anti-Dilution Adjustment Ratio”); and the Optional Conversion Rate in effect on the record date described below shall be adjusted by multiplying it by a fraction, the numerator of which is one and the denominator of which is the Anti-Dilution Adjustment Ratio. For purposes of this Subsection 5(3)(b), the issuance of rights or warrants to subscribe for or purchase securities exercisable for, convertible into, or exchangeable for, shares of Common Stock shall be deemed to be the issuance of rights or warrants to purchase the shares of Common Stock into which such securities are exercisable, convertible or exchangeable at an aggregate offering price equal to the aggregate offering price of such securities plus the minimum aggregate amount (if any) payable upon the exercise, conversion or exchange of such securities. Such adjustment shall become effective at the opening of business on the Business Day next following the record date for such rights or warrants. To the extent that any shares of Common Stock, or securities exercisable for, convertible into, or exchangeable for, shares of Common Stock so offered for subscription or purchase are not so subscribed or purchased by the expiration of such rights or warrants, the Mandatory Conversion Rate and the Optional

Conversion Rate shall each be readjusted to the rates or amounts, respectively, which would then be in effect, had the adjustment made upon the issuance of such rights or warrants been made upon the basis of the issuance of rights or warrants in respect of only the number of shares of Common Stock and securities exercisable for, convertible into, or exchangeable for, shares of Common Stock actually issued upon exercise of such rights or warrants.

(c) If the Corporation shall pay a dividend or make a distribution to all holders of its Common Stock consisting of evidences of its indebtedness or other assets (including capital shares of the Corporation other than Common Stock but excluding any Ordinary Cash Dividends (as defined below)), or shall issue to all holders of its Common Stock rights or warrants to subscribe for or purchase any of its securities (other than those referred to in Subsection 5(3)(b)), then in each such case the Mandatory Conversion Rate in effect immediately prior to such event shall be adjusted such that the Reset Price shall be adjusted by multiplying it by a fraction, the numerator of which shall be the Average Trading Price for a share of Common Stock on such record date, minus the fair market value as of such record date of the portion of evidences of indebtedness or other assets so distributed, or of such subscription rights or warrants, applicable to one share of Common Stock (provided that such numerator shall never be less than $1.00) and the denominator of which shall be the Average Trading Price for a share of Common Stock on such record date (the “Distribution Adjustment Ratio”); and the Optional Conversion Rate in effect immediately prior to such event shall be adjusted by multiplying it by a fraction, the numerator of which is one and the denominator of which is the Distribution Adjustment Ratio. Such adjustment shall become effective on the opening of business on the Business Day next following the record date for such dividend or distribution or the determination of shareholders entitled to receive such dividend or distribution or rights or warrants, as the case may be. “Ordinary Cash Dividends” shall mean (i) any regular cash dividend on the Common Stock that does not exceed the per share amount of the immediately preceding regular cash dividend on the Common Stock (as adjusted to appropriately reflect any of the events referred to in Subsection 5(3)(a)) by 10% and (ii) any other cash dividend or distribution which, when combined on a per share basis with the per share amount of all other cash dividends and distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in Subsection 5(3)(a) and excluding cash dividends or distributions that resulted in an adjustment to the Mandatory Conversion Rate or the Optional Conversion Rate), does not exceed 15% of the current market price per share of Common Stock (determined pursuant to Subsection 5(4)) on the Trading Day immediately preceding the date of declaration of such dividend or distribution.

(4) For the purpose of any computation under Subsection 5(3), the “current market price per share of Common Stock” on any date in question shall mean the Average Trading Price for shares of Common Stock for the 15 consecutive Trading Days ending on the earlier of the day in question and, if applicable, the day before the “ex” date

with respect to the issuance or distribution requiring such computation; provided, however, that if another event occurs that would require an adjustment pursuant to Subsection 5(3), the Board of Directors may make such adjustments to the Average Trading Price for shares of Common Stock during such 15 Trading Day period as it reasonably deems appropriate to effectuate the intent of the adjustments in Subsection 5(3), in which case any such determination by the Board of Directors shall be set forth in a resolution of the Board of Directors and shall be conclusive absent manifest error. For purposes of this Subsection, the term “ex” date, when used with respect to any issuance or distribution, means the first date on which the shares of Common Stock trade regular way on the relevant exchange or in the relevant market from which the Average Trading Price was obtained without the right to receive such issuance or distribution. For the purpose of any computation under Subsection 5(3), the “fair market value” of any assets, evidences of indebtedness, subscription rights or warrants on any date in question: (i) in the event any such item is a publicly traded security (“Publicly Traded Security”), shall be determined for such date pursuant to the provisions of this Subsection 5(4) for determination of the “current market price per share of Common Stock,” except that (x) each reference therein to “Common Stock” shall be deemed to mean such Publicly Traded Security, and (y) if such Publicly Traded Security does not trade on a “when issued” basis for the 15 consecutive Trading Days preceding the “ex” date, such determination shall be made for the period of 15 consecutive Trading Days commencing on the “ex” date; and (ii) in the event any such item is not a Publicly Traded Security, shall be reasonably determined in good faith for such date by the Board of Directors, as evidenced by a resolution of the Board of Directors, whose determination shall be conclusive absent manifest error.

(5) In any case of any reclassification of Common Stock (other than a reclassification of the Common Stock referred to in Subsection 5(3)(a)); any consolidation or merger of the Corporation with or into another company or other entity (other than a merger resulting in a reclassification of the Common Stock referred to in Subsection 5(3)(a)); or any sale or conveyance to another entity (other than a Subsidiary) of all or substantially all of the assets of the Corporation (any such event referred to herein as a “Transaction,” then the Optional Conversion Rate and Mandatory Conversion Rate shall be adjusted so that after consummation of such a Transaction the holders of shares of Series A Preferred Stock will receive, in lieu of the number of shares of Common Stock which such holder would have received upon conversion but for such Transaction, the kind and amount of securities, cash and other property receivable upon consummation of such Transaction by a holder of such number of shares of Common Stock, subject to further adjustment as provided in this Section 5, including without limitation, an adjustment to the Optional Conversion Rate on the Rate Reset Date if such Transaction occurs prior to the Rate Reset Date. On and after the consummation of any such Transaction, the Mandatory Conversion Date Market Price, which shall be used for purposes of the determination as to which of clauses (a), (b) or (c) of the definition of Mandatory Conversion Rate applies, shall mean the sum of (i) the product of the Average Trading Price of any Publicly Traded Security received upon consummation of such Transaction for the 20

consecutive Trading Days immediately prior to, but not including, the Mandatory Conversion Date multiplied by the fraction of such security received in such Transaction per share of Common Stock (assuming the issuance of fractional shares) plus (ii) the fair market value of the cash and other property received upon consummation of such Transaction per share of Common Stock as of the day preceding the Mandatory Conversion Date as determined in accordance with Subsection 5(4). In determining the kind and amount of securities, cash or other property receivable upon consummation of such Transaction by a holder of shares of Common Stock, it shall be assumed that such holder is not a person or entity with which the Corporation consolidated or into which the Corporation was merged or which merged into the Corporation, as the case may be, or an affiliate of any such person or entity and that such holder of Common Stock failed to exercise rights of election, if any, as to the kind or amount of securities, cash, or other property receivable upon consummation of such transaction (provided that, if the kind or amount of securities, cash, or other property receivable upon consummation of such Transaction is not the same for each non-electing share, then the kind and amount of securities, cash, or other property receivable upon consummation of such transaction for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). In the event of such a reclassification, consolidation, merger, sale or conveyance, effective provisions shall be made in the Articles of Incorporation or similar document of the resulting or surviving company or entity so that the conversion rate applicable to any securities or property into which the shares of the Series A Preferred Stock shall then be convertible shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Subsections 5(3)(a), 5(3)(b) and 5(3)(c), inclusive, and the other provisions of this Section 5 with respect to the Common Stock shall apply on terms as nearly equivalent as practicable to any such other securities and property deliverable upon conversion of shares of Series A Preferred Stock.

(6) Whenever any adjustments are required in the shares of Common Stock into which each share of Series A Preferred Stock is convertible, the Corporation shall forthwith (a) compute the adjusted Mandatory Conversion Rate and Optional Conversion Rate in accordance herewith and prepare a certificate signed by an officer of the Corporation setting forth the adjusted Mandatory Conversion Rate and the Optional Conversion Rate, describing in reasonable detail the method of calculation used and the facts requiring such adjustment and upon which such adjustment is based, which certificate shall be conclusive, final and binding evidence of the correctness of the adjustment and file with the transfer agent of the Series A Preferred Stock such certificate and (b) cause a copy of such certificate to be mailed to each holder of record of the Series A Preferred Stock as of or promptly after the effective date of such adjustment and, with respect to adjustments applicable after the Rate Reset Date, make a prompt public announcement of such adjustment. Whenever any such adjustment is required by reason of the occurrence of a specific event or circumstances described in this Section 5, if by reason of such event or circumstance, and adjustment is made to any options contracts or futures contracts relating

to shares of Common Stock traded on the national securities exchange (if any) on which such options contracts or futures are principally traded, then the Corporation shall, to the extent practicable and not in conflict with any of the express provisions hereof, cause adjustments to the Mandatory Conversion Rate and Optional Conversion Rate to be made on a basis comparable to the adjustment made to such options contracts or futures contracts.

(7) The Corporation shall at all times reserve and keep available, free from preemptive rights out of its authorized but unissued shares of Common Stock for the purpose of issuance upon conversion of the Series A Preferred Stock a number of shares of Common Stock equal to 21,000,000 shares, subject to adjustment from time to time in accordance with adjustments to the Optional Conversion Rate as set forth in this Section 5.

(8) The Corporation will pay any and all documentary stamp or similar issue or transfer taxes that may be payable in respect of the issuance or delivery of shares of Common Stock on conversion of shares of the Series A Preferred Stock pursuant to this Section 5. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involving the issue and delivery of shares of Common Stock in the name other than that in which the shares of Series A Preferred Stock so converted were registered and no such issue and delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax, or has established to the satisfaction of the Corporation, that such tax has been paid.

(9) For the purpose of this Section 5, the term “Common Stock” shall include any shares of the Corporation of any class or series which has no preference or priority in the payment of dividends or in the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation and which is not subject to redemption by the Corporation. However, Common Stock issuable upon conversion of the Series A Preferred Stock shall include only shares of the class designated as Common Stock as of the original date of issuance of the Series A Preferred Stock, or shares of the Corporation of any classes or series resulting from any reclassification or reclassifications thereof (including reclassifications referred to in clause (iv) of Subsection 5(3)(a)) and which have no preference or priority in the payment of dividends or in the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation and which are not subject to redemption by the Corporation, provided that, if at any time, there shall be more than one such resulting class or series, the shares of such class and series then so issuable shall be in the same proportion, if possible, or if not possible, in substantially the same proportion which the total number of shares of such class and series resulting from all such reclassifications bears to the total number of shares of all classes and series resulting from all such reclassifications.

(10) Each share of Series A Preferred Stock shall be converted in full only. No fractional shares or scrip representing fractional shares shall be issued upon the

conversion of the Series A Preferred Stock. If any such conversion would otherwise require the issuance of a fractional share, an amount equal to such fraction multiplied by the current market price per share of Common Stock (determined as provided in Subsection 5(4)) of the Common Stock on the date of conversion shall be paid to the holder in cash by the Corporation. If on such date there is no current market price per share of Common Stock, the fair market value of a share of Common Stock (determined as provided in Subsection 5(4)) on such date, shall be used. If more than one share of Series A Preferred Stock shall be surrendered for conversion at one time or for the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A Preferred Stock so surrendered.

(11) No adjustment in the Mandatory Conversion Rate and the Optional Conversion Rate shall be required unless such adjustment (plus any adjustments not previously made by reason of this Subsection 5(11)) would require an increase or decrease of at least 1% in the number of shares of Common Stock into which each share of the Series A Preferred Stock is then convertible; provided, however, that any adjustments which by reason of this Subsection 5(11) are not required to be made shall be carried forward and taken into account in any subsequent adjustment and provided further that any adjustment shall be required and made in accordance with the provisions of Subsection 5(3) not later than such time as may be required in order to preserve the tax free nature of a distribution to the holders of shares of Common Stock. If any action or transaction would require adjustment to the Mandatory Conversion Rate or the Optional Conversion Rate pursuant to this Section 5, only one adjustment shall be made and such adjustment shall be the amount of the adjustment that has the highest absolute value. All calculations under this Section 5 shall be made to the nearest one-hundredth of a share of Common Stock.

(12) The Board of Directors may make such upward adjustments in the Mandatory Conversion Rate and the Optional Conversion Rate, in addition to those required by this Section 5, as shall be determined by the Board of Directors, as evidenced by a resolution of the Board of Directors, to be advisable in order that any stock dividends, subdivisions of shares, distribution of rights to purchase stock or securities, or distribution of securities convertible into or exchangeable for stock (or any transaction that could be treated as any of the foregoing transactions pursuant to Section 305 of the Internal Revenue Code of 1986, as amended) made by the Corporation to its shareholders after the Rate Reset Date shall not be taxable. The determination of the Board of Directors as to whether an adjustment should be made pursuant to the provisions of this Subsection 5(12), and if so, as to what adjustment should be made and when, shall be conclusive, final and binding on the Corporation and all shareholders of the Corporation.

(13) In any case in which this Section 5 shall require that an adjustment as a result of any event become effective at the opening of business on the Business Day next following a record date and the date fixed for conversion occurs after such record date, but before the occurrence of such event, the Corporation may, in its sole discretion, elect

to defer (A) issuing to the holder of any converted Series A Preferred Stock the additional shares of Common Stock issuable upon such conversion over the shares of Common Stock issuable before giving effect to such adjustments and (B) paying to such holder any amount in cash in lieu of a fractional share of Common Stock pursuant to Subsection 5(10), in each case until after the occurrence of such event.

(14) Notwithstanding the foregoing provisions of this Section 5, no adjustment of the Optional Conversion Rate or the Mandatory Conversion Rate shall be required to be made 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 Corporation and the investment of optional amounts in shares of Common Stock under any such plan or upon the issuance of shares of Common Stock (or securities, rights, warrants, options or similar rights, which are convertible or exercisable for shares of Common Stock) pursuant to any compensatory plan of the Corporation or its Subsidiaries.

(15) Notwithstanding any other provision of this Section 5, the issuance or distribution of Rights shall not be deemed to constitute an issuance or a distribution or dividend of rights, warrants, or other securities to which any of the adjustment provisions described above applies until the occurrence of the earliest Rights Event.

(16) For purposes of this Section 5, shares of Common Stock owned by, or held for the account of, the Corporation, a Subsidiary or another entity of which a majority of the common stock or common equity interests are owned, directly or indirectly, by the Corporation shall be deemed to be not outstanding.

(17) Subsequent to the Rate Reset Date, at any time while any shares of Series A Preferred Stock are outstanding, (i) the Corporation shall declare a dividend (or any other distribution) on its Common Stock, excluding any cash dividends, (ii) the Corporation shall authorize the issuance to all holders of its Common Stock of rights or warrants to subscribe for or purchase shares of Common Stock or of securities exercisable for, convertible into, or exchangeable for, shares of Common Stock or (iii) the Corporation shall authorize any reclassification of its Common Stock (other than a subdivision or combination thereof) or any consolidation or merger to which the Corporation is a party and for which approval of any shareholders of the Corporation is required (except for a merger of the Corporation into one of its Subsidiaries solely for the purpose of changing the corporate name or corporate domicile of the Corporation to another state of the United States and in connection with which there is no substantive change in the rights or privileges of any securities of the Corporation other than changes resulting from differences in the corporate statutes of the then existing and the new state of domicile), or the sale or transfer to another corporation of the property of the Corporation as an entirety or substantially as an entirety, then the Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of the Series A Preferred Stock, and shall cause to be mailed to the holders of Series A Preferred Stock at their last addresses

as they shall appear on the stock register, at least 10 days before the date hereinafter specified (or the earlier of the dates hereinafter specified, in the event that more than one date is specified), a notice stating (A) the date on which a record is to be taken for the purpose of such dividend or distribution of rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend or distribution of rights or warrants are to be determined, or (B) the date on which any such reclassification, consolidation, merger, sale or transfer is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property (including cash), if any, deliverable upon such reclassification, consolidation, merger, sale or transfer. The failure to give or receive the notice required hereby or any defect therein shall not affect the legality or validity of such dividend or distribution of rights or warrants or other action.

Section 6. Voting Rights. The holders of Series A Preferred Stock have no voting rights except as required by the Virginia Stock Corporation Act as in effect from time to time.

Section 7. Ranking. The Corporation shall not allow (i) the payment of dividends or distributions on securities ranking junior (the “Junior Securities”) to the Series A Preferred Stock (other than dividends or distributions payable in shares of, or warrants, rights or options exercisable for or convertible into, Junior Securities) and (ii) the redemption, repurchase or acquisition of any Junior Securities by the Corporation or any of its Subsidiaries (excluding any acquisitions made with Junior Securities and any acquisitions of Junior Securities pursuant to contractual obligations binding against the Corporation or any of its Subsidiaries as long as such obligations were entered into at a time at which the Corporation could purchase Junior Securities), in each case unless full cumulative dividends with respect to the outstanding Series A Preferred Stock, and full cumulative dividends and amounts required to be paid or set aside for purchases, redemptions, or sinking fund obligations with respect to any securities ranking on a parity with the Series A Preferred Stock (the “Parity Securities”) and any securities ranking senior to the Series A Preferred Stock (the “Senior Securities”) have been paid, declared or set aside. The Corporation also shall not allow (x) the payment of dividends or distributions on Parity Securities (other than dividends or distributions payable in shares of, or warrants, right or options exercisable for or convertible into, Junior Securities or Parity Securities) and (y) the redemption, repurchase or acquisition of any Parity Securities by the Corporation or any of its Subsidiaries (excluding any acquisitions made with Parity Securities or Junior Securities and any acquisitions of Parity Securities pursuant to contractual obligations binding against the Corporation or any of its Subsidiaries as long as such obligations were entered into at a time at which the Corporation could purchase Parity Securities), in each case unless either (A) full cumulative dividends with respect to the outstanding Series A Preferred Stock, and full cumulative dividends and amounts required to be paid or set aside for purchases, redemptions, or sinking fund obligations with respect to any Parity

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Securities and any Senior Securities have been paid, declared or set aside or (B) any such dividends, distributions, redemptions, repurchases or acquisitions are declared and paid or made pro rata among the Series A Preferred Stock and such Parity Securities.

Dated: March 12, 2001

DOMINION RESOURCES, INC.
By:	/s/ Patricia A. Wilkerson
Name:	Patricia A. Wilkerson
Title:	Vice President & Corporate Secretary

Appendix A

The following terms shall have the meanings set forth below when used in these Articles of Amendment Establishing Series A Preferred Stock of Dominion Resources, Inc. For the avoidance of doubt, it is intended that any terms defined herein which are also used in the participation Agreement, the Company LLC Agreement, the Indenture, the Note Purchase Agreement or the Remarketing Agreement (all as defined below) other than these Articles of Amendment shall have the same meanings herein as therein.

“Acceleration Trigger” means the occurrence of an Event of Default and the Notes becoming due and payable prior to the Scheduled Maturity Date as a result thereof.

“Additional Capital Contributions” means Capital Contributions other than the Initial Capital Contributions made by Class A Members and Class B Members to Company.

“Additional Notes” means Senior Secured Notes due 2005 issuable by the Company pursuant to the Indenture from time to time after the Closing Date.

“Additional Shares” means shares of Common Stock or, if authorized by the Board of Directors, Series A Preferred Stock, in each case to be issued by Dominion pursuant to the Remarketing Agreement following a Partial Remarketing.

“Adjusted Treasury Rate” means (i) the average yield for the immediately preceding week of United States Treasury securities at constant maturity for a period equal to the maturity of the Comparable Treasury Issue set forth in H.15(519) under the caption “Treasury Constant Maturities” as such yield is displayed on the Telerate Page 7051 for such week. If such rate does not appear on the Telerate 7051, the yield, under the heading which represents the average for the immediately preceding week appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issues (expressed as a percentage of the principal amount) equal to the Comparable Treasury Price for such date.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries’ controls, or is controlled by, or is under common control with, such Person. The term “control” (including the correlative term “controlled”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting stock, by contract or otherwise. Affiliate, (i) when used with respect to Dominion, shall include DTSI and DTSI shall be deemed to be an Affiliate of Dominion and (ii) when used with respect to Dominion or any of its Subsidiaries, shall not include the Company or any of its Subsidiaries.

“Anti-Dilution Adjustment Ratio” shall have the meaning specified in Subsection 5(3) hereof.

“Appraisal Notice” means a notice given by one Member to the other Member under the Company LLC Agreement to cause the Appraised Value of the Class A Membership Interest to be determined.

“Appraised Value”

(i) means with respect to the Class A Membership Interest as at the Purchase Date with respect to any Purchase Option Exercise Notice (other than a Purchase Option Exercise Notice relating to an Extension Period Purchase Option), the amount that would be distributed to the Class A Member pursuant the Company LLC Agreement if the Company Property were sold for its Appraised Value on such date and the Company were liquidated on such date;

(ii) with respect to the Class A Membership Interest as at the Retirement Date with respect to any Retirement Option Notice (other than a Retirement Option Notice relating to an Extension Period Retirement Option), the amount that would be distributed to the Class A Member pursuant to the Company LLC Agreement if the Company Property were sold for its Appraised Value on such date and the Company were liquidated on such date;

(iii) with respect to the Class A Membership Interest as at the date of any Appraisal Notice in connection with an Extension Period Purchase Option or Extension Period Retirement Option, the amount that would be distributed to the Class A Member pursuant the Company LLC Agreement if the Company Property were sold for its Appraised Value on such date and the Company were liquidated on such date;

(iv) with respect to any Company Property and/or DTI Property to be Disposed (including for purposes of clauses (i) – (iii) above) as of any date or with respect to the Mark-to-Market Value of any Company Property as of any Mark-to-Market Measurement Date, the price for which such Company Property and/or DTI Property could be sold in an arm’s length transaction to a third party which is not an Affiliate of Dominion or DTI as of such date or Mark-to-Market Measurement Date, as the case may be; or

(v) with respect to Company Permitted Assets (other than Financial Investments) that are the subject of an Additional Capital Contribution to the Company, the price for which such Company Permitted Assets could be sold in an arm’s length transaction to a third party which is not an Affiliate of Dominion or DTI as of the proposed date of such Additional Capital Contribution.

For purposes of determining an Appraised Value, it shall be assumed that, in such an arm’s length transaction, (i) the seller would not be under any compulsion to sell, (ii) the purchaser would not be under any compulsion to purchase and (iii) if Appraised Value is determined in accordance with the procedure set forth below, it shall be determined in accordance with the methodology instructed by the Class A Member and the Class B Member. An Appraised Value shall be determined by agreement or appraisal under the Company LLC Agreement.

“Articles of Amendment” means these Article of Amendment Establishing Series A Preferred Stock of Dominion Resources, Inc.

“Asset Remedy” has the meaning assigned to such term in the definition of Asset Remedy Notice.

“Asset Remedy Notice” means a notice delivered by the Class A member under the Company LLC Agreement concerning its election to cause the sale of one or more assets of the Company, DTI or any DTI Operating Subsidiary (the “Asset Remedy”).

“Average Trading Price” for a security for any given period means an amount equal to (i) the sum of the Closing Price for such security on each Trading Day in such period divided by (ii) the total number of Trading Days in such period.

“Board of Directors” means the Board of Directors of the Corporation or any duly authorized committee or senior executive officer thereof.

“Business Day” means any day of the year except Saturday, Sunday and any day on which commercial banking institutions are authorized or obligated by law, regulation or executive order to close in New York, New York, Wilmington, Delaware or Richmond, Virginia.

“Business Entity” means a corporation (or, when used as an adjective, corporate), limited liability company, partnership (whether general or limited), business trust, joint stock company, unincorporated association, joint venture or other applicable business entity and any asset or group of assets that is or can be operated as or as part of a business unit, whether or not having distinct legal existence.

“Capital Account” means with respect to any Member, the capital account in the Company maintained for such Member under the Company LLC Agreement.

“Capital Contributions” means, with respect to any Member, the amount of Cash and the Initial Gross Asset Value of any Company Permitted Assets (other than Cash) contributed (or deemed to be contributed) to the Company by such Member (or its predecessors in interest) with respect to the Membership Interest held by such Member.

“Cash” means cash, amounts credited to deposit accounts and other immediately available funds that are denominated in Dollars.

“Class A Member” means any Person that holds all or any part of the Class A Membership Interest or the collective reference to all such Persons, as the context may require.

“Class A Membership Interest” means the limited liability company interest in the Company designated as the Class A Membership Interest.

“Class A Membership Interest Component” means, as of any Class A Return Payment Date, $60,000,000 (a) increased by the sum of (i) any Capital Contributions of the Class A Member following a Note Trigger Event for the purpose of funding a Mandatory Redemption of all the Notes and (ii) the amount of accrued but unpaid Class A Return for each preceding Class A Return Payment Period and (b) reduced by the sum of any Distributions to the Class A Member pursuant to the Company LLC Agreement.

“Class A Membership Interest Portion” means the portion of the Overfund Amount invested in Dominion Debt Securities and/or Financial Investments providing payments at least equal to the Class A Return.

“Class A Return” means, for any Class A Return Payment Period, any Investor Administrative Expenses plus the product of (a) the Return Rate and (b) the Class A Membership Interest Component and (c) the quotient of (i) the number of days actually elapsed (calculated on the basis of a 360-day year consisting of twelve 30-day months) since the later of the Closing Date or the last Class A Return Payment Date and (ii) 360.

“Class A Return Payment Date” means (i) each Interest Payment Date until the Class A Membership Interest has been cancelled (or deemed cancelled), (ii) any Retirement Date, (iii) any Purchase Date, (iv) the date upon which the Class A Membership Interest is retired or (v) the date of liquidation of the Company under the Company LLC Agreement.

“Class A Return Payment Period” means the period from and including the Closing Date to, but excluding, the first Class A Return Payment Date and thereafter each period from and including a Class A Return Payment Date to, but excluding, the immediately succeeding Class A Return Payment Date.

“Class B Member” means any Person that holds all or any part of the Class B Membership Interest or the collective reference to all such Persons, as the context may require.

“Class B Membership Interest” means the limited liability company interest in the Company designated as the Class B Membership Interest under the Company LLC Agreement.

“Closing Date” means the date on which the Senior Secured Notes due 2005 are initially issued by the Company pursuant to the Indenture.

“Closing Price” for a security means the closing price for such security on the Trading Day in question (or if such day is not a Trading Day then as of the Trading Day next preceding such day) as reported by Bloomberg L.P., or if not so reported by Bloomberg L.P., as reported by another recognized source selected by the Board of Directors.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Common Stock” shall have the meaning specified in Subsection 5(9) hereof.

“Company” means Dominion Fiber Ventures, LLC, a special purpose limited liability company organized under the law of the State of Delaware.

“Company LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Dominion Fiber Ventures, LLC, dated as of the Closing Date, and includes all annexes, schedules and exhibits attached thereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Company Permitted Assets” means (a) Dominion Loans; (b) Financial Investments; (c) the shares of DTI; (d) the sole beneficial ownership interest in the Overfund Trust; (e) Qualified Communications Assets that are Limited Liability Equity Interests which, unless otherwise consented to by the Class A Member, are entities that are not pass-through entities for tax purposes; provided that such assets will only be “Company Permitted Assets” if acquired by the Company for the purpose of transferring (by contribution, sale or otherwise) such assets to DTI; and (f) any other assets that are contributed to or otherwise acquired by the Company with the consent of all of the Members.

“Company Property” means all real and personal property owned by the Company and any improvements thereto, including both tangible and intangible property.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the period from the Optional Redemption Date to the Scheduled Maturity Date and that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to such period (the “Remaining Life”).

“Comparable Treasury Price” means (a) the average of five Reference Treasury Dealer Quotations for such date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (b) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all the quotations.

“Conditions Precedent” means the conditions precedent to the obligations of the Remarketing Agents under the Remarketing Agreement.

“Consolidated” refers, with respect to any Person, to the consolidation of accounts of such Person and its Subsidiaries in accordance with GAAP.

“Contingent Share Trust Remedy Condition” means any time at which both (i) the Notes shall have been paid in full and (ii) the Share Trust Amount is greater than zero.

“Disposition” means, with respect to any property, any sale, assignment, gift, exchange, lease, conversion, transfer, pledge or other disposition or divestiture of such property, including any transfer by way of a capital contribution and the creation of any, or material increase in any existing, royalty, overriding royalty, reversionary interest, production payment or similar burden. “Dispose,” “Disposing” and “Disposed” shall have correlative meanings.

“Distribution” means, as applicable, any distribution or dividend or return of capital or any other distribution, payment, remittance or delivery of property or Cash in respect of, or the redemption, retirement, purchase or other acquisition, directly or indirectly, of, any Membership Interest or shares of DTI now or hereafter outstanding on the Closing date or thereafter or the setting aside of any funds for any of the foregoing purposes pursuant to the Company LLC Agreement. “Distribute,” “Distributed” and “Distributive” shall have correlative meanings.

“Distribution Adjustment Ratio” shall have the meaning specified in Subsection 5(3) hereof.

“Dividend Payment Date” shall have the meaning specified in Subsection 2(1) hereof.

“Dollars” and the sign “$” each mean the lawful currency of the United States.

“Dominion” means the Corporation and any successor permitted by the Participation Agreement.

[“Dominion Debt Obligation Repayment Event” means the occurrence of any of the following: (a) any event described in Subsection (l) of the definition of Events of Default contained in the Articles of Amendment,] (b) Dominion fails to make payment of

principal of or interest on any Dominion Debt Obligations when due and such default continues beyond any applicable grace period, or (c) an Acceleration Trigger or a Stock Price/Credit Downgrade Trigger occurs.

“Dominion Debt Obligations” means the Dominion Debt Securities, the Dominion Loans and any other loans to Dominion made by the Overfund Trust, the Company, DTI or any DTI Operating Subsidiary or made from amounts deposited in the Indenture Collection Account, each of which, by their terms, becomes due and payable upon the occurrence of a Dominion Debt Obligation Repayment Event.

“Dominion Debt Securities” means senior unsecured debt obligations of Dominion issued to the Overfund Trust, ranking pari passu with all other senior unsecured debt obligations of Dominion.

“Dominion Loans” means loans made from time to time by the Company, DTI or any of DTI’s Subsidiaries to, and at all times the obligor under which is, Dominion.

“Dominion Note” means any promissory note evidencing a Dominion Loan.

“DTI” means Dominion Telecom, Inc., a corporation organized under the law of the Commonwealth of Virginia.

“DTI Credit Facility” means the Credit Agreement dated as of the Closing Date, between DTI and Dominion, as amended, supplemented, amended and restated or otherwise modified from time to time.

“DTI Operating Subsidiary” means the direct or indirect Subsidiaries of DTI.

“DTI Property” means all real and personal property owned by DTI or any DTI Operating Subsidiary and any improvements thereto, including both tangible and intangible property.

“DTSI” means DT Services, Inc., a corporation organized under the law of the Commonwealth of Virginia.

“Effectiveness Period” means, with respect to any Registration Statement, the period that begins on the date of effectiveness of such Registration Statement and extends to the earlier of (i) the date on which all Shares registered thereunder have been remarketed under such Registration Statement and (ii) the date on which all of the Notes cease to be outstanding or, if a Contingent Share Trust Remedy Condition exists, the date on which the Class A Membership Interest has been or is deemed canceled following receipt by the Class A Member of the amount necessary to retire or purchase its Class A Membership Interest under the Company LLC Agreement or upon final liquidating distributions having been made under the Company LLC Agreement.

“Eligible Remarketing Agent” means any nationally or internationally recognized investment-banking firm specified by Dominion under the Remarketing Agreement.

“Equity Interests” means, with respect to any Person (a) shares of capital stock of (or other ownership or profit interests, including partnership, member or trust interests, in) such Person, (b) warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or such other equity ownership or equity profit interests in) such Person or (c) securities convertible into or exchangeable for shares of capital stock of (or such other equity ownership or equity profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other equity interests), in each case whether voting or nonvoting and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Events of Default” If one or more of the following events (herein referred to as “Events of Default”) (whatever the reason for such Events of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing:

(a) failure by the Company to make (or cause to be made on its behalf) on any Note Payment Date a payment of the Note Interest Amount for such Note Payment Date and such failure continues for five Business Days;

(b) failure by the Company to make (or cause to be made on its behalf) principal payments on the Notes when due, whether on the Scheduled Maturity Date or any date set for redemption;

(c) failure by the Company, Dominion, DTSI, DTI, the Overfund Trust or the Share Trust duly to observe or to perform any other covenant of the Company, Dominion, DTSI, DTI, the Overfund Trust or the Share Trust, as applicable, under the Indenture or any other Transaction Document (other than any covenant or agreement in or with respect to the Note Purchase Agreement) to which such entity is a party, which failure (i) materially adversely affects the rights of the Noteholders and (ii) continues unremedied for a period of 30 days after the earlier of (A) Dominion or any of its Affiliates having actual knowledge of such default and (B) the giving of written notice of such failure to the Company and Dominion by the Indenture Trustee or by any Noteholder;

(d) any representation or warranty made by any of the Company, Dominion, DTSI, DTI, the Overfund Trust or the Share Trust, as applicable, in the Indenture or in any other Transaction Document (other than any representation or warranty made in or with respect to the Note Purchase Agreement) or in any other document delivered to the Indenture Trustee pursuant to any Transaction Document (other than the Note Purchase Agreement) shall prove to have been incorrect in any material respect when made (or deemed made) and such misrepresentation continues to remain materially false for 30 days after the earlier of (x) Dominion or any of its Affiliates having actual knowledge of such default and (y) the giving of written notice of such failure to the Company and Dominion by the Indenture Trustee or by any Noteholder;

(e) the Indenture or any other Transaction Document to which any of the Company, Dominion, DTSI, DTI, the Overfund Trust or the Share Trust is a party ceases to be the legally valid and enforceable obligation of any of the Company, Dominion, DTSI, DTI, the Overfund Trust or the Share Trust, as the case may be, which cessation (x) materially adversely affects the rights of the Noteholders and (y) continues for 30 days after the earlier of (A) Dominion or any of its Affiliates having actual knowledge thereof and (B) the giving of written notice of such cessation to the Company and Dominion by the Indenture Trustee or by any Noteholder;

(f) the pledge of the Security for the Notes ceases to be in full force and effect or is repudiated by the Company or the Overfund Trust; provided that, in the case of such a cessation which is not a repudiation and does not materially adversely affect the rights of the Noteholders, such cessation shall not become an Event of Default unless it continues unremedied for 30 days after the earlier of (x) Dominion or any of its Affiliates having actual knowledge of such default and (y) the giving of written notice of such failure to the Company and Dominion by the Indenture Trustee or by any Noteholder;

(g) the rendering of any final money judgment, enforceable in any competent court, against any of the Company, the Overfund Trust or the Share Trust, and such judgment shall not be discharged or dismissed or execution thereon stayed within 60 days after entry;

(h) the occurrence of any default in the payment when due of interest on or principal of any Dominion Debt Obligation and such default continues unremedied for the applicable grace period (not to exceed five Business Days) after the earlier of (x) Dominion or any of its Affiliates having actual knowledge of such default and (y) the giving of written notice of such default to the Company and Dominion by the Indenture Trustee or by any Noteholder;

(i) the occurrence of any “event of default” pursuant to the terms of any indebtedness representing money borrowed in a principal amount in excess of $10,000,000 of DTI;

(j) any of the Company, Dominion, DTSI, DTI, the Overfund Trust or the Share Trust becomes an investment company required to be registered under the Investment Company Act, provided that, if any such person becomes a transient investment company exempt from registration pursuant to Rule 3a-2 of the Investment Company Act, it shall not be an Event of Default;

(k) the commencement of any voluntary or involuntary proceeding under any bankruptcy or insolvency law seeking liquidation, reorganization or other relief with respect to any of the Company, Dominion, DTSI, DTI, the Overfund Trust or the Share Trust, and, in the case of any such involuntary proceeding with respect to Dominion, such proceeding has not been terminated within 60 days after commencement; and

(l) the failure by Dominion to pay any principal or interest, regardless of amount, due in respect of any Indebtedness in a principal amount in excess of

$50,000,000, when and as the same shall become due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) which failure continues after any applicable grace period.

“Extension Period” means the period commencing on the Extension Period Commencement Date and ending on the Extension Period Termination Date.

“Extension Period Commencement Date” means the later to occur of (a) the Scheduled Maturity Date and (b) repayment in full of the Notes.

“Extension Period Purchase Option” means in the event that (A) no Purchase Offer or Retirement Offer has been accepted, (B) the Extension Period Commencement Date has occurred but no Extension Period Termination Date has occurred and (C) no Liquidation Notice has been delivered and no Liquidating Event under the Company LLC Agreement has occurred, then either Member may elect, by delivering an Appraisal Notice to the other Member, to cause the Appraised Value of the Class A Membership Interest to be determined, and, if such Appraised Value is at or above an amount specified in the Company LLC Agreement then the Class B Member shall have the right to require the Class A Member to sell to the Class B Member, or its designee, the Class A Member’s entire Class A Membership Interest for a purchase price (the “Extension Period Purchase Price”) specified in the Company LLC Agreement.

“Extension Period Purchase Price” has the meaning assigned to such term in the definition of Extension Period Purchase Option.

“Extension Period Retirement Amount” has the meaning assigned to such term in the definition of Extension Period Retirement Option.

“Extension Period Retirement Option” means in the event that (A) no Purchase Offer or Retirement Offer has been accepted, (B) the Extension Period Commencement Date has occurred but no Extension Period Termination Date has occurred, (C) no Notes are outstanding (or arrangements have been made for the payment of the Notes in full prior to the Retirement Date in accordance with the defeasance provisions of the Indenture) and (D) no Liquidation Notice had been delivered and no Liquidating Event under of the Company LLC Agreement has occurred, then either Member may elect, by delivering an Appraisal Notice, to cause the Appraised Value of the Class A Membership Interest to be determined, and, if such Appraised Value is at or above an amount specified in the Company LLC Agreement, then the Class B Member shall have the right to require the Company to retire the Class A Member’s entire Class A Membership Interest for an amount (the “Extension Period Retirement Amount”) specified in the Company LLC Agreement.

“Extension Period Termination Date” means during an Extension Period the earliest to occur of (a) the Purchase Date (and then if, but only if, the applicable purchase is consummated); (b) the Retirement Date (and then if, but only if, the applicable retirement is consummated); and (c) the date of a Liquidating Event.

“Failed Registration” means a failure by Dominion to (i) file a Registration Statement no later than 21 days following a Note Trigger Event or, if a Shelf Registration Statement is then not legally permitted, provide no later than 21 days following a Note Trigger Event to the Remarketing Agents written assurance, reasonably acceptable to the Remarketing Agents, that the Registration Statement will be declared, or will otherwise become, effective promptly after a Pricing of the Shares, or otherwise have an effective Registration Statement available; (ii) diligently pursue the registration of the Shares (and the underlying Common Stock, to the extent applicable) when so required by the Remarketing Agreement, (iii) use its best efforts to cause the Registration Statement to be declared effective no later than 90 days following a Note Trigger Event; or (iv) timely satisfy the applicable Conditions Precedent.

“Failed Remarketing” means a failure to sell the Shares required to be remarketed under the Remarketing Agreement because of a Legal Impossibility.

“Final Sale Date” means the date on which the Share Trust shall have sold the Shares generating aggregate net proceeds at least equal to the Share Trust Amount.

“Financial Investments” means (a) Cash; (b) direct general obligations or guaranteed obligations of the United States or agencies thereof; (c) certificates of deposit; (d) repurchase obligations; (e) commercial paper; (f) money market funds; (g) Dominion Debt Obligations unless a Dominion Debt Obligation Repayment Event has occurred.

“Fiscal Quarter” means (i) the period commencing on the Closing Date and ending on March 31, 2001 and (ii) any subsequent three-month period commencing on each of January 1, April 1, July 1 and October 1 and ending on the next March 31, June 30, September 30 and December 31, respectively, in each case until changed in accordance with the Company LLC Agreement.

“GAAP” means consistently applied United States generally accepted accounting principles as in effect from time to time.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes.

“Indebtedness” means, as to any Person, without duplication: (a) all obligations of such Person for borrowed money or evidenced by bonds, debentures, notes or similar instruments; (b) all obligations of such Person for the deferred purchase price of property or services (except trade accounts not overdue and payable arising in the ordinary course of business, customer deposits, provisions for rate refunds, deferred fuel expenses and obligations in respect of pensions and other post-retirement benefits); (c) all capital lease obligations of such Person; (d) all Indebtedness of others secured by a Lien on any properties, assets or revenues of such Person (other than stock, partnership interests or other equity interests of a borrower or any of its Subsidiaries in other entities) to the extent of the lesser of the value of the property subject to such Lien or the amount of such Indebtedness; (e) all guaranty obligations; and (f) all non-contingent obligations of such Person under any letters of credit or bankers’ acceptances.

“Indenture” means the Indenture, dated as of the Closing Date, among the company, the Indenture Trustee and the Securities Intermediary.

“Indenture Accounts” means the Indenture Distribution Account and the Indenture Collection Account.

“Indenture Collection Account” means an account established by the Securities Intermediary under the Indenture, denominated the Indenture Distribution Account, and maintained in the name of the Indenture Trustee on behalf of the holders of the Notes.

“Indenture Distribution Account” means an account established by the Securities Intermediary under the Indenture, denominated the Indenture Distribution Account, and maintained in the name of the Indenture Trustee on behalf of the holders of the Notes.

“Indenture Trustee” means Bank One, National Association, in its capacity as trustee under the Indenture or any successor thereto under the Indenture.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Indenture Trustee, in the case of an Optional Redemption, or by the Class A Member, in all other cases.

“Initial Gross Asset Value” means the initial Gross Asset Value of any Company Property (other than Cash) on the Closing Date or on the date such Company Property is contributed or otherwise acquired, determined in accordance with the applicable terms of the Company LLC Agreement.

“Initial Notes” means the Senior Secured Notes due 2005 issued by the Company pursuant to the Indenture on the Closing Date.

“Initial Remarketing Agent” means Credit Suisse First Boston Corporation in its capacity as a Remarketing Agent.

“Initial Repricing Date” means, (a) with respect to a public offering of the Shares, the later of (i) the date on which the Registration Statement is declared effective or, if a Shelf Registration Statement is then not legally permitted, the first date on which Dominion provides the Remarketing Agents written assurance, reasonably acceptable to the Remarketing Agents, that the Registration Statement will be declared, or will otherwise become, effective promptly after a Pricing of the Shares in accordance with applicable securities laws and (ii) the tenth Trading Day following the Remarketing Notification Date, and (b) if a Failed Registration has occurred, the earliest date upon which Milbank, Tweed, Hadley & McCloy LLP or other national or international securities counsel selected by the Remarketing Agents and approved by Dominion advises, in writing, that a private placement of the Shares may be commenced in compliance with applicable securities laws.

“Initial Shares” means Dominion’s issuance of 665,000 shares of Series A Preferred Stock with an aggregate liquidation preference of $665,000,000 to the Share Trust.

“Interest Payment Date” means each March 15 and September 15, commencing September 15, 2001.

“Interest Period” means, for each Dominion Loan, (a) initially, the period commencing on the date of such Loan and ending on the date 30 days thereafter, and (b) thereafter, the period commencing on the date of the immediately preceding Interest Period and ending on the date 30 days thereafter; provided, however, that, in the case of any Dominion Loan made during the 30 days prior to the Scheduled Maturity Date, the Interest Period for such Dominion Loan shall end on the Scheduled Maturity Date. Interest shall accrue on Dominion Loans from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

“Investor” means Blue Ridge Telecom Trust, a special purpose statutory business trust organized under the law of the State of Delaware.

“Investor Administrative Expenses” means any fees and expenses due and payable as of any Distribution Date to the Investor Trustee.

“Investor Trust Agreement” means the Amended and Restated Trust Agreement dated as of the Closing among the depositor named therein, the Investor Trustee and Investor.

“Investor Trustee” means Wilmington Trust Company, a Delaware banking corporation, in its capacity as trustee of Investor, or any successor thereto under the Investor Trust Agreement.

“Junior Securities” shall have the meaning specified in Section 7 hereof.

“Legal Impossibility” means with respect to the remarketing of the Initial Shares and Additional Shares, it is legally impossible to remarket the Initial Shares and Additional Shares pursuant to the applicable Transactional Documents.

“Limited Liability Equity Interests” means Equity Interests that do not provide for recourse against the holder thereof for the liabilities of the issuer thereof.

“Liquidation Notice” means a written notice to the Class B Member with respect to a Note Trigger Event that constitutes a Liquidating Event.

“Liquidation Purchase Option” means in the event that (A) no Purchase Offer or Retirement Offer has been accepted nor the Liquidation Retirement Option has heretofore

been exercised and (C)(w) a Liquidation Notice has been delivered and has not been rescinded or become effective, (x) a Liquidating Event involving the unavailability of an Extension Period has occurred, (y) an Asset Notice has been delivered by the Class A Member and such Asset Remedy Notice has not been rescinded or become effective or (z) an Asset Remedy Notice delivered by the Class A Member shall not have become effective and DTI or any DTI Operating Subsidiary disposes of DTI Property other than in the ordinary course of business and without the consent of the Class B Member at a time when a majority of the directors of DTI have been selected by the Class A Member, then the Class B Member shall have the right to require the Company to the Class A Member to sell to the Class B Member, or its designee, the Class A Member’s entire Class A Membership Interest for an amount (the “Liquidation Purchase Price”) specified in the Company LLC Agreement.

“Liquidation Purchase Price” has the meaning assigned to such term in the definition of Liquidation Purchase Option.

“Liquidation Retirement Amount” has the meaning assigned to such term in the definition of Liquidation Retirement Option.

“Liquidation Retirement Option” means in the event that (A) no Purchase Offer or Retirement Offer has been accepted and neither the Liquidation Retirement Option nor the Liquidation Purchase Option has theretofore been exercised, (B) no Notes are outstanding (or irrevocable arrangements have been made for the payment of the Notes in full prior to the Retirement Date in accordance with the defeasance provisions of the Indenture) and (C)(w) a Liquidation Notice has been delivered and has not been rescinded or become effective, (x) a Liquidating Event involving the unavailability of an Extension Period has occurred, (y) an Asset Remedy Notice has been delivered by the Class A Member and such Asset Remedy Notice has not been rescinded or become effective or (z) an Asset Remedy Notice delivered by the Class A Member shall not have become effective and DTI or any DTI Operating Subsidiary disposes of DTI Property other than in the ordinary course of business and without the consent of the Class B Member at a time when a majority of the directors of DTI have been selected by the Class A Member, then the Class B Member shall have the right to require the Company to retire the Class A Member’s entire Class A Membership Interest for an amount (the “Liquidation Retirement Amount”) specified in the Company LLC Agreement.

“Liquidating Events” means the events which require dissolution, winding up and liquidation of the Company under the Company LLC Agreement.

“Mandatory Conversion” shall have the meaning specified in Subsection 5(1) hereof.

“Mandatory Conversion Date” shall have the meaning specified in Subsection 5(1) hereof.

“Mandatory Conversion Date Market Price” shall have the meaning specified in Subsection 5(1) hereof.

“Mandatory Conversion Rate” shall have the meaning specified in Subsection 5(1) hereof.

“Mandatory Redemption” means when the Notes have become due and payable pursuant to the Indenture or the Notes Outstanding shall be redeemed.

“Mark-to-Market Measurement Date” means with respect to the retirement of the Class A Membership Interest in accordance with Section 11.1 of the Company LLC Agreement, the last day of the Fiscal Quarter preceding the Fiscal Quarter during which the earlier of (A) the Retirement Option Notice was delivered under the Company LLC Agreement or the Retirement Offer Notice was accepted under the Company LLC Agreement.

“Mark-to-Market Value” mean with respect to any asset, the following:

(a) the Mark-to-Market Value of any Dominion Loan shall be the outstanding principal balance of such Dominion Loan plus accrued but unpaid interest;

(b) the Mark-to-Market Value of any Financial Investment shall be its face value less unamortized discounts and plus unamortized premium, if any;

(c) the Mark-to-Market Value of the Company shall be (i) prior to a Mark-to-Market Measurement Date, the sum of the Initial Gross Asset Values of the assets contributed by the Members to the Company or otherwise acquired by the Company and (ii) on or after a Mark-to-Market Measurement Date, the sum of the Appraised Values (as of the Mark-to-Market Measurement Date) of each asset owned by the Company, net of all applicable liabilities not taken into account in the calculation of Appraised Values; and

(d) the Mark-to-Market Value of DTI shall be (A) prior to a Mark-to-Market Measurement Date, the sum of the Initial Gross Asset Values of the assets contributed to DTI by the Company or otherwise acquired by DTI, and (B) on or after a Mark-to-Market Measurement Date, the sum of the Appraised Values (as of the Mark-to-Market Measurement Date) of each asset owned by DTI, net of all applicable liabilities not taken into account in the calculation of Appraised Values.

“Maturity Trigger” means the failure to deposit with the Indenture Trustee, at least 120 days prior to the Scheduled Maturity Date, an amount of Qualified Equity Proceeds, which, in the aggregate with all funds and any investments then held in the Indenture Accounts and available to the Indenture Trustee for repayment of the Notes, is sufficient to repay all accrued and unpaid interest on and all outstanding principal of the Notes on the Scheduled Maturity Date and any other determinable amounts that are, or are scheduled to become, due and payable under the Indenture on or prior to the Scheduled Maturity Date.

“Members” means the Class A Member and the Class B Member, collectively. “Member” means any one of the Members.

“Membership Interests” means the Class A Membership Interest and the Class B Membership Interest, collectively. “Membership Interest” means any one of the Membership Interests.

“Moody’s means Moody’s Investors Service, Inc. or any successor by merger, consolidation or otherwise to its business.

“Note Interest Amount” means, for any Interest Payment Date, the product of (a) the Note Rate, (b) the aggregate outstanding principal amount of Notes and (c) the quotient of (i) the number of days actually elapsed since the later of the Closing Date or the last Interest Payment Date and (ii) 360.

“Note Payment Date” means: (a) each Interest Payment Date, (b) any date on which the maturity of the Notes is accelerated pursuant to the Indenture, (c) any date of optional redemption pursuant to Indenture, (d) any date of mandatory redemption pursuant to the Indenture and (e) the Scheduled Maturity Date, provided that, if any Note Payment Date does not fall on a Business Day, any payment due on such Note Payment Date shall be payable on the preceding Business Day, and any payment made on such Business Day shall be deemed to have been made on the corresponding Note Payment Date.

“Note Purchase Agreement” means the Note Purchase Agreement, dated March 7, 2001 among the Corporation, the Company and Credit Suisse First Boston Corporation, as representative of the initial purchasers named therein.

“Note Trigger Event” means the occurrence of (a) the Acceleration Trigger, (b) the Maturity Trigger or (c) the Stock Price/Credit Downgrade Trigger.

“Noteholder” means a holder of a Note.

“Notes” means the Initial Notes and the Additional Notes.

“Optional Conversion” shall have the meaning specified in Subsection 5(2) hereof.

“Optional Conversion Rate” shall have the meaning specified in Subsection 5(2) hereof.

“Optional Redemption” means so long as no Note Trigger Event has occurred, the Notes may be redeemed in whole or in part at the option of the Company at any time to the extent of funds available therefor if:

“Ordinary Cash Dividends” shall have the meaning specified in Subsection 5(3) hereof.

“Overfund Amount” means $194,000,000 of the proceeds of the issuance and sale of the Notes and the Class A Membership Interest.

“Overfund Trust” means Monument Overfund Trust, a statutory business trust organized under the law of the State of Delaware.

“Parity Securities” shall have the meaning specified in Section 7 hereof.

“Partial Remarketing” means a remarketing of all of the Shares then available as to which, although a Failed Remarketing has not occurred, net proceeds at least equal to the Share Trust Amount are not generated and paid to the Indenture Trustee or, if a Contingent Share Trust Remedy Condition shall exist, to the Company.

“Participation Agreement” means the Participation Agreement to be entered into among the Corporation, the Company, Blue Ridge Telecom Trust, DT Services, Inc., Piedmont Share Trust, Monument Overfund Trust, Wilmington Trust Company and Bank One, National Association.

“Person” means any individual, trust, estate, association, Business Entity or other entity or a government or any political subdivision or agency thereof.

“Pre-Extension Period Retirement Option” means in the event that (A) no Purchase Offer or Retirement Offer has been accepted and neither the Liquidation Purchase Option nor the Liquidation Retirement Option has theretofore been exercised, (B) the Notes have been paid in full prior to the Scheduled Maturity Date, (C) the Extension Period Commencement Date has not occurred and (D) no Liquidation Notice has been delivered, then the Class B Member shall have the right to require the Company to sell to the Class B Member, or its designee, the Class A Member’s entire Class A Membership Interest for a purchase price(the “Pre-Extension Period Purchase Price”) specified in the Company LLC Agreement.

“Pre-Extension Period Purchase Price” has the meaning assigned to such term in the definition of Pre-Extension Period Purchase Option.

“Pre-Extension Period Retirement Amount” has the meaning assigned to such term in the definition of Pre-Extension Period Retirement Option.

“Pre-Extension Period Retirement Option” means in the event that (A) no Purchase Offer or Retirement Offer has been accepted and neither the Liquidation Purchase Option nor the Liquidation Retirement Option has theretofore been exercised, (B) the Notes have been paid in full prior to the Scheduled Maturity Date, (C) the Extension Period Commencement Date has not occurred and (D) no Liquidation Notice has been delivered,

then the Class B Member shall have the right to require the Company to retire the Class A Member’s entire Class A Membership Interest for an amount (the “Pre-Extension Period Retirement Amount”) specified in the Company LLC Agreement.

“Pricing” means, with respect to any security, the determination of the price at which the underwriter(s) (in a firm commitment underwriting arrangement) or the purchaser(s) are willing to purchase, and the holder of such security (or issuer thereof, if such security is being newly issued) is willing to sell, such security.

“Primary Treasury Dealer” means any primary U.S. Government securities dealers in New York City.

“Principal Market” means the principal exchange on which the security in question is traded or the principal market on which such security is quoted, as determined by the Board of Directors of Dominion from time to time.

“Prospectus” means any preliminary or final prospectus or prospectus supplement or other offering document to be used by the Remarketing Agents in connection with a public offering of the Shares.

“Publicly Traded Security” shall have the meaning specified in Subsection 5(4) hereof.

“Purchase Date” means any date specified in any Purchase Offer Notice and any Purchase Option Exercise Notice on which the closing of the purchase and sale of the Class A Membership Interest shall occur.

“Purchase Offer” means an offer by the Class B Member to purchase or to cause the purchase the Class A Member’s entire Class A Membership Interest, at certain times permitted by the Company LLC Agreement.

“Purchase Offer Notice” means a written notice to the [Company], Class A Member and the Indenture Trustee with respect to a Purchase Offer.[p. 48 of OM]

“Purchase Option” means a Liquidation Purchase Option, an Extension Period Purchase Option or a Pre-Extension Period Purchase Option.

“Purchase Option Exercise Notice” means the written notice of irrevocable election the Class B Member makes to the Company, the Class A Member and the Indenture Trustee with respect to a Purchase Option.

“Qualified Communications Assets” means assets primarily used in the installation, sale, repurchase or swap of dark fiber optic cable and in the construction, ownership and operation of fiber optic telecommunications networks that are employed in providing voice, video or data products, including local and long distance voice telephone service and data network services, or services ancillary to providing voice, video or data services

(including, but not limited to, Internet access, web site design and hosting services) to customers in the United States and Canada or Equity Interests in Business Entities owning any such assets as their primary business.

“Qualified Equity Proceeds” means amounts equivalent to the proceeds of any of the following: (i) sales of mandatorily convertible preferred or common equity securities of Dominion, (ii) equity issuances by DTI or any of its Subsidiaries, (iii) a sale by the Company of the shares of DTI, (iv) a sale of the Class B Membership Interest by the holder thereof, (v) operating cash flows from, or sales proceeds of, the Company’s or DTI’s or any of its Subsidiaries’ respective assets, excluding (x) operating cash flows from, or sales proceeds of, the Company’s or DTI’s or its Subsidiaries’ assets (A) contributed (or sold for less than fair consideration and reasonably equivalent value) to the Company or DTI by Dominion or any of its Affiliates subsequent to the Closing Date or (B) purchased with cash contributed by Dominion or any of its Affiliates to the Company or DTI subsequent to the Closing Date, and (y) cash contributed by Dominion or any of its Affiliates subsequent to the Closing Date or (vi) sales or other Dispositions of assets of Dominion or its Subsidiaries for cash up to the amount of equity that has been issued by Dominion in one or more consolidations, acquisitions, mergers or other similar transactions, in each case consummated after the Closing Date; provided that, in the case of clauses (ii) and (v), the amount referred to in such clauses shall constitute Qualified Equity Proceeds only to the extent such amounts exceed the amount outstanding under the DTI Credit Facility at the time of such determination.

“Rate Reset Date” means the earlier to occur of (A) the consummation of the remarketing of the Initial Shares which is expected to be on or about the third Trading Day following the Successful Repricing Date, and (B) the date of a Failed Remarketing.

“Recapitalization Adjustment Ratio” shall have the meaning specified in Subsection 5(3) hereof.

“Redemption Event” means the occurrence of any of the following: (i) any consolidation or merger of the Corporation with or into another corporation or entity, unless in connection with such consolidation or merger the outstanding shares of Common Stock immediately preceding the consummation of such consolidation or merger are converted into, exchanged for or otherwise represent a majority of the outstanding shares of common stock of the surviving or resulting corporation or entity immediately succeeding the consummation of such consolidation or merger or (ii) the Corporation sells or conveys to another entity (other than a Subsidiary) all or substantially all of the assets of the Corporation.

“Redemption Price” shall have the meaning specified in Section 4 hereof.

“Reference Treasury Dealer” means Credit Suisse First Boston Corporation and up to three other Primary Treasury Dealers and their respective successors; provided, however, that, if any of the foregoing shall cease to be a Primary Treasury Dealer, there shall be substituted therefor another Primary Treasury Dealer selected by the Indenture Trustee.

“Reference Treasury Dealer Quotations” means the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issues for the Notes (expressed in each case as a percentage of its principal amount), quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Optional Reference Date.

“Registration Statement” means any registration statement of Dominion for the registration of the Shares then available for sale (and the underlying Common Stock, to the extent applicable) with the SEC, and all amendments and supplements to any such Registration Statement, including post-effective amendments, and in each case including the Prospectus contained therein (if any), all exhibits thereto and all information incorporated by reference therein, and if no Prospectus is required to be delivered at the time of such registration, any term sheet or other document prescribed by the SEC to describe the securities to be sold thereunder.

“Related Document” means Articles of Amendment, the Participation Agreement, the Remarketing Agreement, the Note Purchase Agreement, the Company LLC Agreement, or any other related document.

“Remaining Life” has the meaning assigned to such term in the definition of Comparable Treasury Issue.

“Remarketed Price” means the price at which the Remarketing Agents, using commercially reasonable efforts, can sell the fewest number of Shares then available that will generate net proceeds that are at least equal to the Share Trust Amount or if the Remarketing Agents cannot generate net proceeds that are at least equal to the Share Trust Amount through the sale of all of the Shares then available, then the highest price at which the Remarketing Agents, using commercially reasonable efforts, can sell all of the Shares then available.

“Remarketing Agent” means the Initial Remarketing Agent and/or any Eligible Remarketing Agent that, in each case, is appointed and agrees to act as a remarketing agent under the Remarketing Agreement.

“Remarketing Agreement” means the Dominion Preferred Stock Remarketing and Registration Rights Agreement dated as of the Closing Date among Dominion, the Company, the Share Trust, the Indenture Trustee and the Initial Remarketing Agent.

“Remarketing Notification Date” means the date on which the Remarketing Agents receive notice from the Share Trustee, the Company or the Indenture Trustee of their obligation to commence the remarketing of the Initial Shares.

“Repricing Date” means the Initial Repricing Date and each Trading Day thereafter until the Reset Date.

“Reset Common Yield” means the quotient of (i) the product of (x) 4 and (y) the amount of the ordinary quarterly cash dividend on one share of Common Stock most recently declared prior to the Trigger Date (as appropriately adjusted for the events referred to in Subsection 5(3)(a) hereof), unless subsequent to such declaration and prior to the Trigger Date, the Corporation has publicly announced a change to, or elimination of, its ordinary quarterly cash dividend, in which case clause (y) above shall be the amount of such proposed ordinary quarterly cash dividend (or $0.00 if such dividend has been or is to be eliminated), divided by (ii) the Reset Price (provided, however, that if as of the Trigger Date there is more than one class of Common Stock, then the Reset Common Yield shall be calculated with respect to each then outstanding class of Common Stock, and the Reset Common Yield (as used herein) shall be the amount calculated with respect to the class of Common Stock resulting in the greatest Reset Common Yield).

“Reset Dividend Rate” means an amount per annum per share equal to the product of (i) the sum of (x) the Reset Common Yield (expressed as a percentage), plus (y) 7% and (ii) $1,000 (rounded to the nearest cent).

“Reset Price” means the higher of (i) the Closing Price of a share of Common Stock on the Trigger Date or (ii) the quotient (rounded up to the nearest cent) of the Share Trust Amount divided by the number, as of the Trigger Date, of the authorized but unissued shares of Common Stock that have not been reserved as of the Trigger Date by the Board of Directors for other purposes, subject to adjustment as provided in Subsection 5(3)(a) hereof.

“Retirement Date” means a statement specifying the date on which the retirement distribution shall be made to the Class A Member.

“Retirement Offer” means an offer by the Class B Member to purchase or to cause the purchase the Class A Member’s entire Class A Membership Interest, at certain times permitted by the Company LLC Agreement.

“Retirement Offer Notice” means a written notice to the Company, the Class A Member and the Indenture Trustee with respect to a Retirement Offer.[p. 49 of LLC]

“Retirement Option” means a Liquidation Retirement Option, an Extension Period Retirement Option or a Pre-Extension Period Retirement Option.

“Retirement Option Notice” means the written notice of Irrevocable Election the Class B Member makes to the Company, the Class A Member and the Indenture Trustee with respect to a Retirement Option.

“Return Rate” means (a) with respect to the portion, if any, of the Class A Membership Interest Component contributed by the Class A Member following a Note Trigger Event for the purpose of funding Mandatory Redemption of all of the Notes, 7.05% per annum and (b) with respect to any other portion of the Class A Membership Interest Component, 14.0% per annum.

“Rights” means rights or warrants distributed by the Corporation under a shareholder rights plan or agreement to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Corporation’s capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Rights Events”), (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.

“Rights Events” shall have the meaning ascribed to such term in the definition of Rights.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor by merger, consolidation or otherwise to its business.

“Scheduled Maturity Date” means March 15, 2005.

“Securities Intermediary” means Bank One, National Association, in its capacity as securities intermediary under the Indenture or any successor thereto under the Indenture.

“Senior Securities” shall have the meaning specified in Section 7 hereof.

“Series A Preferred Stock” means the Series A Preferred Stock of the Corporation, the terms of which are determined under the Articles of Amendment.

“Share Trust” means Piedmont Share Trust, a special purpose statutory business trust organized under the law of the State of Delaware.

“Share Trust Agreement” means the Amended and Restated Trust Agreement of Piedmont Share Trust dated as of the Closing Date among the Share Trustee, the Company, Dominion and the Share Trust.

“Share Trust Amount” means, as of any date of determination, an amount equal to (a) the aggregate amount then necessary to discharge the Indenture minus (b) any funds or the proceeds of the sale of any investments then held in the Indenture Accounts and available to the Indenture Trustee for the payment of the Notes (but in an amount not in excess of the amount described in clause (a)) plus (c) the aggregate amount from the Disposition of assets of the Company or its Subsidiaries that are used to repay the Notes or, to the extent included in the amount referenced in clause (b) above, are then available to the Indenture

Trustee for the payment of the Notes plus (d) the portion of the Class A Membership Interest Portion or proceeds of the investment thereof that has been used to repay the Notes or, to the extent included in the amount referenced in clause (b) above, is then available to the Indenture Trustee for the payment of the Notes.

“Share Trustee” means Wilmington Trust Company, a Delaware banking corporation, in its capacity as trustee under the Share Trust Agreement.

“Shares” means the Initial Shares and the Additional Shares, or the portion thereof that is then required to be issued or available for remarketing, as the context requires.

“Shelf Registration Statement” means one or more “shelf” Registration Statements of Dominion which registers the continuous offer and sale by the Share Trust and, to the extent required, Dominion of the Shares (and the underlying Common Stock, to the extent applicable) on an appropriate form under Rule 415 under the Securities Act or any similar or successor rule that may be adopted by the SEC, and all amendments and supplements to such registration statement(s), including post-effective amendments, in each case including the Prospectus contained therein (if any), all exhibits thereto and all information incorporated by reference therein.

“Stock Price/Credit Downgrade Trigger” means (a) a downgrading of Dominion senior unsecured and unenhanced debt to “Baa3” or below by Moody’s or “BBB-” or below by S&P and (b) for ten consecutive Trading Days, Dominion’s or any successor’s common stock closing price shall be below $45.97, after adjustment of such price to appropriately reflect splits, stock dividends and other events resulting in the adjustments made to the Optional Conversion Rate as set forth in Section 5 hereof.

“Subsidiary” means, as to any Person, any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the right or power to direct, in the case of any entity of which such Person or any of its Subsidiaries is a general partner, or both the beneficial ownership of and the right or power to direct, in any other case, such limited liability company, partnership or joint venture, or (c) the beneficial interest in such trust or estate, in each case is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries; provided, however, that no such corporation, partnership, joint venture or other entity shall (i) constitute a Subsidiary of Dominion, unless such entity is a Consolidated Subsidiary of Dominion, or (ii) constitute a Subsidiary of any other Person unless such entity would appear as a consolidated Subsidiary of such Person on a consolidated balance sheet of such Person prepared in accordance with GAAP.

“Successful Repricing Date” means the Repricing Date on which the Pricing by the Remarketing Agents of the Shares at the Remarketed Price occurs.

“Threshold Appreciation Price” means the product of (i) the Reset Price as of the time in question and (ii) 1.10.

“Trading Day” means a day on which the Principal Market with respect to a security is regularly scheduled to be open for trading. For purposes of this definition, a day on which any such exchange is scheduled to close (as opposed to unexpectedly closing) prior to its regular closing time shall not constitute a Trading Day.

“Transaction” shall have the meaning specified in Subsection 5(5) hereof.

“Trigger Date” means the earlier to occur of (A) the Successful Repricing Date and (B) a Failed Remarketing; provided that if any such day is not a Trading Day, then the Trigger Date will be the next succeeding Trading Date.

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

DOMINION RESOURCES, INC.

1. NAME: The name of the corporation is Dominion Resources, Inc. (the “Corporation”).

2. THE AMENDMENT: Article III – Division A – Common Stock of the Articles of Incorporation, as amended and restated effective August 9, 1999, shall be amended by deleting the first paragraph of such article and inserting the following in its place:

The Corporation shall have authority to issue 1,000,000,000 shares of Common Stock without par value.

3. STOCK SPLIT: At the Effective Time (defined below) each issued and each unissued authorized share of Common Stock existing immediately prior to the Effective Time shall be automatically changed into two shares of Common Stock. The Corporation has only shares of Common Stock outstanding.

4. DIRECTORS ACTION: The foregoing amendment was duly adopted by the Board of Directors pursuant to Section 13.1-706 3.a. of the Virginia Stock Corporation Act at a meeting held on October 26, 2007. Shareholder approval of the amendment was not required.

5. EFFECTIVE TIME: This amendment shall be effective as of 5:00 p.m. E.S.T. on November 9, 2007 (the “Effective Time”).

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed by Patricia A. Wilkerson, its authorized officer, on October 30, 2007.

DOMINION RESOURCES, INC.
/s/ Patricia A. Wilkerson
By:	Patricia A. Wilkerson
Its:	Vice President and Corporate Secretary
SCC ID# 0238778-5

EX-10

Exhibit 10

DOMINION RESOURCES, INC.

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is made and entered into this 1st day of September, 2009 by and between Thomas N. Chewning, hereinafter called “Consultant,” and Dominion Resources, Inc., hereinafter called the “Company.”

1. Background

Consultant served as the Executive Vice President and Chief Financial Officer of Dominion Resources Services, Inc. and its affiliates for a number of years. Consultant resigned as Executive Vice President and Chief Financial Officer on June 1, 2009, and has not been employed by the Company since that date. As a result of his prior service, Consultant has considerable, valuable knowledge and experience that are critical to the Company. The Company therefore seeks to retain Consultant’s services to assist it with select initiatives during 2009 and 2010.

2. Term

The initial term of this Agreement shall commence September 1, 2009 and end on August 31, 2010, subject to earlier termination pursuant to Section 3. The initial term will automatically be extended for one (1) year on September 1, 2010, subject to earlier termination pursuant to Section 3. Notwithstanding the foregoing, the term of this Agreement will not be extended if either party gives notice of non-renewal, delivered at least thirty (30) days before the end of the initial term or the renewal year. In the event of non-renewal, Consultant will not be entitled to any further compensation under this Agreement.

3. Termination of Consulting Agreement

a. Consultant may terminate this Consulting Agreement at any time, and for any reason, by giving a written notice to the Chief Executive Officer of Dominion. This Consulting Agreement will terminate as of the date specified in the written notice, but no earlier than the date the notice is delivered and, as of that time, Consultant will not be entitled to any further compensation under this Consulting Agreement.

b. The Company may terminate this Consulting Agreement at any time by giving Consultant a written notice. This Consulting Agreement will terminate when that notice is delivered to Consultant.

(i) In the event the Company terminates this Agreement without “good cause” (as defined in subsection (iii) below), the Company will provide Consultant a one-time lump-sum payment of the monthly compensation payments

due to Consultant for the remaining portion of the one-year term of the Agreement. This payment will completely satisfy any obligation of the Company to provide any compensation to Consultant under this Agreement, and Consultant will not be entitled to any additional compensation under this Agreement.

(ii) In the event the Company terminates this Consulting Agreement for “good cause” (as defined in subsection (iii) below), Consultant will not be entitled to any further compensation under this Agreement.

(iii) For purposes of this Section 3(b), “good cause” means dereliction of duties, refusal to perform assigned duties or projects, violation of the policies applicable to the Company’s independent contractors, willful misconduct, conviction of a crime involving moral turpitude, or violation of the confidentiality provisions of this Agreement.

c. This Agreement will terminate immediately and automatically upon Consultant’s death. At that time, Consultant’s estate, heirs, beneficiaries, executors, and administrators will have no right to any compensation under this Consulting Agreement except the monthly compensation provided for in Section 7, if not already paid, for the month in which Consultant dies.

4. Independent Contractor

Consultant shall be deemed for all purposes to be an independent contractor and not an employee of the Company. Nothing in this Agreement shall establish an agency, partnership, joint venture or employee relationship between the Company and Consultant. Consultant shall have the independent discretion to determine the contents, manner, methods and procedures by which he performs the assigned consulting projects. Consultant shall furnish such reports from time to time as may be reasonably requested by the Company during the term of this Agreement. Consultant agrees that as an independent contractor it is his obligation to pay both income and self-employment taxes on the compensation provided for in Section 7. Compensation shall be reported to Consultant annually by the Company on Internal Revenue Service Form 1099-MISC, Miscellaneous Income.

5. Conflicts

Consultant states that he does not have, and will not acquire, any financial interest in any business enterprise, the existence of which would conflict or might reasonably be expected to conflict with the proper performance of this Agreement or which might affect his independent judgment with respect to services under this Agreement. This provision shall not prohibit Consultant from trading directly or indirectly in any securities issued by publicly held companies.

6. Services To Be Provided

Consultant shall perform consultant projects that fall within Consultant’s area of expertise and only when requested by the Chief Executive Officer of the Company or the Chief Financial

2

Officer of the Company, who are the only persons empowered to authorize Consultant’s work hereunder. Consultant and the Company acknowledge that the Company’s right to Consultant’s services is itself valuable, and therefore, the absence of a request by the Company for specific advice or consultation will not breach this Agreement. Consultant agrees to be available to perform consulting services at such times reasonably requested by the Chief Executive Officer or Chief Financial Officer. Specifically, the Consultant will provide assistance with:

a. strategic advice related to potential mergers, acquisitions or divestitures;

b. strategic advice related to investor relations;

c. strategic advice related to financial markets; and

d. such other initiatives and matters as may be requested from time to time by the Chief Executive Officer or Chief Financial Officer.

7. Compensation and Benefits

a. Consultant agrees to be available to provide up to forty (40) hours of consulting services per month. In exchange for such services, the Company agrees to pay Consultant a $60,000 consulting incentive payment and $30,000 per month during the term of this Agreement. The $60,000 consulting incentive payment shall be made on September 25, 2009. Each monthly payment shall be due and payable on the 25^th day of each calendar month during the term of this Agreement. If Consultant is asked to be available for more than forty (40) hours per month due to a potential merger, acquisition, divestiture, or other transaction, the compensation will be modified as appropriate, including the anticipated hours required for additional consulting services.

b. Consultant shall not be entitled to participate in any employee benefit or equity compensation plans or programs sponsored or administered by Dominion Resources, Inc. for the benefit of regularly scheduled employees of the Company and any affiliated employers as a result of providing services under this Agreement.

c. During the term of this Agreement, the Company will provide Consultant with secretarial support related to his consulting services.

d. During the term of this Agreement, the Company will provide Consultant with information technology (cell phone, Blackberry or similar device, and computer equipment) and information technology support.

8. Expenses

Consultant shall be reimbursed for any travel or other business expenses incurred in carrying out his duties under this Agreement. Consultant must comply with the Company’s expense reimbursement policies.

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9. Confidentiality

Consultant agrees and acknowledges that, by reason of his services to the Company, he has had and will have access to confidential information of Dominion Resources, Inc. and its affiliates. Consultant agrees to keep confidential and not disclose any information about Dominion Resources, Inc. or its affiliates that might reasonably be considered to be confidential or adverse to the interest of Dominion Resources, Inc. or its affiliates, received during or as a result of his prior services or the performance of the services to be rendered hereunder, either during or after the period of this Agreement, except as permitted in writing by the Chief Executive Officer of the Company, and for as long as such information remains confidential. Upon termination of the Agreement for any reason, Consultant also agrees to return to the Company any such information in his possession or control, including property that may contain such confidential information. Consultant recognizes and agrees that violation of the restrictive covenants of this Section 9 may not be reasonably or adequately compensated in damages and that, in addition to any other relief to which the Company may be entitled by reason of such violation, the Company shall be entitled to both permanent and temporary injunctive and equitable relief pending determination of any dispute with respect to such violation. Without limiting the generality of the foregoing, Consultant specifically acknowledges that a showing by the Company of any breach of this Section shall constitute, for the purposes of a judicial determination of injunctive relief, conclusive proof of all elements necessary to entitle the Company to such injunctive relief.

10. Successors; binding agreement

Neither this Agreement, nor any rights or benefits hereunder, may be assigned, delegated, transferred, pledged or hypothecated without the written consent of both parties hereto, and any such assignment, delegation, transfer, pledge or hypothecation shall be null and void and shall be disregarded by the Company.

11. Indemnification

To the full extent permitted by Article VI of the Company’s Articles of Incorporation – Limit on Liability and Indemnification, Consultant shall be indemnified against any liability asserted against or incurred by Consultant in his capacity or arising from his status as a Consultant to the Company under this Agreement.

12. Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia.

13. Survival of Obligations

The obligations of Consultant under this Agreement relating to confidentiality and indemnification shall survive the termination of this Agreement regardless of the reasons or method of termination.

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14. Notice

Any notice required or permitted to be given under this Agreement shall be effective upon receipt and shall be sufficient in writing and delivered or mailed, postage pre-paid to Consultant at the following address:

4800 Lockgreen Circle

Richmond, Virginia 23226

and to the Company at:

Dominion Resources, Inc.

Attn: Thomas F. Farrell, II

120 Tredegar Street

Richmond, Virginia 23219

15. Miscellaneous

This instrument contains the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior contracts and other agreements, written or oral, with respect thereto. No oral representations have been made by either party that vary or modify any of the terms herein. Nothing other than an express written agreement by both parties may modify or waive any term of this Agreement.

In witness whereof, Consultant and the Company have executed this Agreement in duplicate originals, one of which is retained by each of the parties, as of September 1, 2009.

By:	/s/ Thomas N. Chewning
	Thomas N. Chewning
DOMINION RESOURCES, INC.
By:	/s/ Thomas F. Farrell, II
	Thomas F. Farrell, II

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EX-12

Exhibit 12

Dominion Resources Inc. and Subsidiaries

Computation of Ratio of Earnings to Fixed Charges

(millions of dollars)

	Nine Months Ended September 30, 2009 (a)			Twelve Months Ended September 30, 2009 (b)			Years Ended December 31,
							2008 (c)			2007(d)			2006(e)			2005(f)			2004(g)
Earnings, as defined:
Income from continuing operations including noncontrolling interest before income taxes, extraordinary item and cumulative effect of change in accounting principle	$	2,148		$	2,679		$	2,732		$	4,510		$	2,479		$	1,622		$	1,967
Distributed income from unconsolidated investees, less equity in earnings		(29	)		(34	)		(39	)		(20	)		(16	)		(15	)		3
Fixed charges, as defined		757			1,001			996			1,339			1,282			1,105			1,026
Capitalized interest		(13	)		(26	)		(45	)		(73	)		(118	)		(98	)		(67	)
Preference security dividend requirement of consolidated subsidiary		(21	)		(27	)		(25	)		(26	)		(25	)		(24	)		(24	)
Total earnings, as defined	$	2,842		$	3,593		$	3,619		$	5,730		$	3,602		$	2,590		$	2,905
Fixed charges, as defined:
Interest charges	$	694		$	919		$	918		$	1,251		$	1,199		$	1,028		$	962
Preference security dividend requirement of consolidated subsidiary		21			27			25			26			25			24			24
Rental interest factor		42			55			53			62			58			53			40
Total fixed charges, as defined	$	757		$	1,001		$	996		$	1,339		$	1,282		$	1,105		$	1,026
Ratio of Earnings to Fixed Charges		3.75			3.59			3.63			4.28			2.81			2.34			2.83

(a) Earnings for the nine months ended September 30, 2009 include a $455 million impairment charge as a result of the quarterly ceiling test performed on our gas and oil properties under the full cost method of accounting, a $23 million impairment charge related to an equity method investment, a $22 million benefit related to the planned sale of two natural gas distribution utilities, The Peoples Natural Gas Company (Peoples) and Hope Gas, Inc. (Hope), and $21 million of charges related to other items. Earnings for the period also include a $103 million reduction in other operation and maintenance expense due to a downward revision in the nuclear decommissioning asset retirement obligation for a power station that is no longer in service. Excluding these items from the calculation would result in a higher ratio of earnings to fixed charges for the nine months ended September 30, 2009.

(b) Earnings for the twelve months ended September 30, 2009 include a $455 million impairment charge as a result of the quarterly ceiling test performed on our gas and oil properties under the full cost method of accounting, a $104 million net loss related to our investments in nuclear decommissioning trust funds, a $22 million benefit related to the planned sale of two natural gas distribution utilities, Peoples and Hope, a $23 million impairment charge related to an equity method investment, and

a $53 million net charge related to other items. Earnings for the period also include a $103 million reduction in other operation and maintenance expense due to a downward revision in the nuclear decommissioning asset retirement obligation for a power station that is no longer in service. Excluding these items from the calculation would result in a higher ratio of earnings to fixed charges for the twelve months ended September 30, 2009.

(c) Earnings for the twelve months ended December 31, 2008 include $180 million of impairment charges reflecting other-than-temporary declines in the fair value of securities held in nuclear decommissioning trust funds, $59 million of impairment charges related to Dominion Capital, Inc. (DCI) assets, a $42 million reduction in the gain recognized in 2007 from the sale of the majority of our U.S. exploration and production (E&P) businesses as a result of post-closing adjustments, and a $29 million net charge related to other items. Earnings for the period also include a $47 million benefit related to the planned sale of two natural gas distribution utilities, Peoples and Hope. Excluding these items from the calculation would result in a higher ratio of earnings to fixed charges for the twelve months ended December 31, 2008.

(d) Earnings for the twelve months ended December 31, 2007 include a $3.6 billion gain from the disposition of the majority of our U.S. E&P operations, partially offset by $1 billion of charges related to the disposition which are comprised of $541 million related to the discontinuance of hedge accounting for certain gas and oil derivatives and subsequent changes in the fair value of these derivatives, $171 million primarily related to the settlement of volumetric production payment agreements, $242 million of charges related to the early retirement of debt, and $91 million of employee-related expenses. Earnings for the period also include a $387 million charge related to the impairment of the partially-completed Dresden generation facility; a $231 million charge due to the termination of a power sales agreement at our State Line generating facility; $88 million of impairment charges related to DCI assets; $48 million of charges related to litigation reserves, and $70 million of charges related to other items. Fixed charges for the twelve months ended December 31, 2007 include $234 million of costs related to the early retirement of debt associated with our debt tender offer completed in July 2007. Excluding these items from the calculation would result in a lower ratio of earnings to fixed charges for the twelve months ended December 31, 2007.

(e) Earnings for the twelve months ended December 31, 2006 include $189 million of charges related to the planned sale of two natural gas distribution utilities, Peoples and Hope, including $166 million resulting from the write-off of certain regulatory assets, $90 million of impairment charges related to DCI assets, a $27 million charge resulting from the termination of a pipeline project in West Virginia, a $26 million impairment charge resulting from a change in method of assessing other-than-temporary decline in the fair value of certain securities, $17 million of incremental charges related to hurricanes Katrina and Rita, and $9 million of net charges related to other items. Fixed charges for the twelve months ended December 31, 2006 include a $60 million charge due to an adjustment eliminating the application of hedge accounting related to certain interest rate swaps associated with our junior subordinated notes payable to affiliated trusts. Excluding these items from the calculation would result in a higher ratio of earnings to fixed charges for the twelve months ended December 31, 2006.

(f) Earnings for the twelve months ended December 31, 2005 include a $423 million charge reflecting the de-designation of hedge contracts resulting from the delay of natural gas and oil production following Hurricanes Katrina and Rita, $73 million in charges resulting from the termination of certain long-term power purchase contracts, $21 million in net charges related to trading activities discontinued in 2004, including the Batesville long-term power-tolling contract divested in the second quarter of 2005 and other activities, $35 million of impairment charges related to DCI assets, a $76 million charge related to miscellaneous asset impairments, a $28 million charge related to expenses following Hurricanes Katrina and Rita and $5 million of charges related to other items. Excluding these items from the calculation would result in a higher ratio of earnings to fixed charges for the twelve months ended December 31, 2005.

(g) Earnings for the twelve months ended December 31, 2004 include $76 million of impairment charges related to Dominion’s investment in and planned divestiture of DCI, a $23 million benefit associated with the disposition of certain assets held for sale, an $18 million benefit from the reduction of accrued expenses associated with Hurricane Isabel restoration activities, $96 million of losses related to the discontinuance of hedge accounting for certain oil hedges and subsequent changes in the fair value of those hedges during the third quarter following Hurricane Ivan, $71 million in charges resulting from the termination of certain long-term power purchase contracts, a $184 million charge related to the Batesville long-term power-tolling contract divested in the second quarter of 2005, and $22 million of charges related to net legal settlements and other items. Excluding these items from the calculation would result in a higher ratio of earnings to fixed charges for the twelve months ended December 31, 2004.

EX-31.1

Exhibit 31.1

I, Thomas F. Farrell, II, certify that:

1. I have reviewed this report on Form 10-Q of Dominion Resources, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2009	/s/ Thomas F. Farrell, II
	Thomas F. Farrell, II President and Chief Executive Officer

EX-31.2

Exhibit 31.2

I, Mark F. McGettrick, certify that:

1. I have reviewed this report on Form 10-Q of Dominion Resources, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2009	/s/ Mark F. McGettrick
	Mark F. McGettrick Executive Vice President and Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Dominion Resources, Inc. (the Company), certify that:

1. the Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 (the “Report”) of the Company to which this certification is an exhibit fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)).

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of September 30, 2009 and for the period then ended.

/s/ Thomas F. Farrell, II

Thomas F. Farrell, II

President and Chief Executive Officer

November 2, 2009

/s/ Mark F. McGettrick

Mark F. McGettrick

Executive Vice President and Chief Financial Officer

November 2, 2009

EX-99

Exhibit 99

DOMINION RESOURCES, INC.

CONDENSED CONSOLIDATED EARNINGS STATEMENT

(Unaudited)

	Twelve Months Ended September 30, 2009
(millions, except per share amounts)
Operating Revenue	$	16,049
Operating Expenses		12,569
Income from operations		3,480
Other income		59
Interest and related charges		861
Income before income tax expense including noncontrolling interests	$	2,678
Income tax expense		1,017
Net Income including noncontrolling interests		1,661
Noncontrolling interests		17
Net Income attributable to Dominion	$	1,644
Earnings Per Common Share – Basic and Diluted
Net income attributable to Dominion	$	2.79