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 June 30, 2010

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	Exact name of registrants as specified in their charters, address of principal executive offices and registrants’ telephone number	I.R.S. Employer Identification Number
001-08489	DOMINION RESOURCES, INC.	54-1229715
001-02255	VIRGINIA ELECTRIC AND POWER COMPANY	54-0418825
	120 Tredegar Street Richmond, Virginia 23219 (804) 819-2000

State or other jurisdiction of incorporation or organization of the registrants: Virginia

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.

    Dominion Resources, Inc.    Yes  x    No  ¨ Virginia Electric and Power Company    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).

    Dominion Resources, Inc.    Yes  x    No  ¨ Virginia Electric and Power Company    Yes  ¨    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.

    Dominion Resources, Inc.

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

    Virginia Electric and Power Company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

    Dominion Resources, Inc.    Yes  ¨    No  x Virginia Electric and Power Company    Yes  ¨    No  x

At June 30, 2010, the latest practicable date for determination, Dominion Resources, Inc. had 589,130,663 shares of common stock outstanding and Virginia Electric and Power Company had 256,310 shares of common stock outstanding. Dominion Resources, Inc. is the sole holder of Virginia Electric and Power Company’s common stock.

This combined Form 10-Q represents separate filings by Dominion Resources, Inc. and Virginia Electric and Power Company. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Virginia Electric and Power Company makes no representations as to the information relating to Dominion Resources, Inc.’s other operations.

COMBINED INDEX

		Page Number
	Glossary of Terms	3
	PART I. Financial Information
Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61
Item 4.	Controls and Procedures	62
	PART II. Other Information
Item 1.	Legal Proceedings	63
Item 1A.	Risk Factors	63
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	64
Item 6.	Exhibits	65

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)
AMR	Automated meter reading program deployed by Dominion East Ohio
ARO	Asset retirement obligation
bcf	Billion cubic feet
bcfe	Billion cubic feet equivalent
Bear Garden	A 580 MW combined cycle, natural gas-fired power station under construction in Buckingham County, Virginia
BREDL	Blue Ridge Environmental Defense League
BP	BP Alternative Energy, Inc.
Brayton Point	Brayton Point power station
CAA	Clean Air Act
CEO	Chief Executive Officer
CFO	Chief Financial Officer
COL	Combined Construction Permit and Operating License
CONSOL	CONSOL Energy, Inc.
DD&A	Depreciation, depletion and amortization expense
DEI	Dominion Energy, Inc.
Dodd-Frank Act	the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
DOE	Department of Energy
Dominion	The legal entity, Dominion Resources, Inc., one or more of Dominion Resources, Inc.’s consolidated subsidiaries (other than Virginia Power) or operating segments or the entirety of Dominion Resources, Inc. and its consolidated subsidiaries
Dominion Direct®	A dividend reinvestment and open enrollment direct stock purchase plan
DRS	Dominion Resources Services, Inc.
DSM	Demand-side management
DTI	Dominion Transmission, Inc.
DVP	Dominion Virginia Power operating segment
ECCP	Energy Conservation Council of Pennsylvania
E&P	Exploration & production
EPA	Environmental Protection Agency
EPS	Earnings per share
Fairless	Fairless power station
Fowler Ridge	A wind-turbine facility joint venture between Dominion and BP in Benton County, Indiana
FERC	Federal Energy Regulatory Commission
FTRs	Financial transmission rights
GAAP	U.S. generally accepted accounting principles
GHG	Greenhouse gas
Hope	Hope Gas, Inc.
Kewaunee	Kewaunee power station
kV	Kilovolt
kWh	Kilowatt-hour
LNG	Liquefied natural gas
Local 69	Utility Workers’ Union of America, AFL-CIO, Local 69
mcfe	Thousand cubic feet equivalent
MD&A	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Meadow Brook-to-Loudoun line	Project to construct an approximately 270-mile 500-kV transmission line that begins in southwestern Pennsylvania, crosses West Virginia, and terminates in northern Virginia, of which Virginia Power will construct approximately 65 miles in Virginia and Trans-Allegheny Interstate Line Company will construct the remainder
Millstone	Millstone power station
Moody’s	Moody’s Investors Service
MW	Megawatt
MWh	Megawatt hour

PAGE    3

Abbreviation or Acronym	Definition
NAAQS	National Ambient Air Quality Standard
NedPower	A wind-turbine facility joint venture between Dominion and Shell WindEnergy Inc. in Grant County, West Virginia
NGLs	Natural gas liquids
North Anna	North Anna power station
NOX	Nitrogen oxide
NO2	Nitrogen dioxide
NRC	Nuclear Regulatory Commission
ODEC	Old Dominion Electric Cooperative
Pennsylvania Commission	Pennsylvania Public Utility Commission
Peoples	The Peoples Natural Gas Company
PIR	Pipeline infrastructure replacement program deployed by Dominion East Ohio
PJM	PJM Interconnection, LLC
PNG Companies LLC	An indirect subsidiary of SteelRiver Infrastructure Fund North America
RCRA	Resource Conservation and Recovery Act
Riders C1 and C2	Rate adjustment clauses associated with the recovery of costs related to certain DSM programs
Rider R	A rate adjustment clause associated with recovery of costs related to Bear Garden
Rider S	A rate adjustment clause associated with the recovery of costs related to the Virginia City Hybrid Energy Center
Rider T	A rate adjustment clause associated with the recovery of certain transmission-related expenditures
ROE	Return on equity
RTEP	Regional transmission expansion plan
RTO	Regional transmission organization
Salem Harbor	Salem Harbor power station
SEC	Securities and Exchange Commission
SELC	Southern Environmental Law Center
SO2	Sulfur dioxide
Standard & Poor’s	Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc.
State Line	State Line power station
Surry	Surry power station
the Companies	Dominion and Virginia Power, collectively
U.S.	United States of America
US-APWR	Mitsubishi Heavy Industry’s Advanced Pressurized Water Reactor
VIE	Variable interest entity
Virginia Commission	Virginia State Corporation Commission
Virginia City Hybrid Energy Center	A 585 MW (nominal) carbon-capture compatible, clean coal powered electric generation facility under construction in Wise County, Virginia
Virginia Power	The legal entity, Virginia Electric and Power Company, one or more of its consolidated subsidiaries or operating segments or the entirety of Virginia Power and its consolidated subsidiaries
VPDES	Virginia Pollutant Discharge Elimination System
VPP	Volumetric production payment
West Virginia Commission	Public Service Commission of West Virginia

PAGE    4

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DOMINION RESOURCES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009(1)			2010			2009(1)
(millions, except per share amounts)
Operating Revenue	$	3,333		$	3,406		$	7,501		$	7,992
Operating Expenses
Electric fuel and other energy-related purchases		956			998			1,984			2,139
Purchased electric capacity		109			105			217			213
Purchased gas		391			351			1,183			1,358
Other operations and maintenance		853			685			1,921			1,919
Depreciation, depletion and amortization		262			271			531			550
Other taxes		119			107			288			260
Total operating expenses		2,690			2,517			6,124			6,439
Gain on sale of Appalachian E&P operations		2,467			—			2,467			—
Income from operations		3,110			889			3,844			1,553
Other income (loss)		(25	)		69			46			8
Interest and related charges		188			220			371			439
Income from continuing operations including noncontrolling interests before income tax expense		2,897			738			3,519			1,122
Income tax expense		1,134			265			1,429			406
Income from continuing operations including noncontrolling interests		1,763			473			2,090			716
Income (loss) from discontinued operations(2)		2			(15	)		(147	)		(6	)
Net Income Including Noncontrolling Interests		1,765			458			1,943			710
Noncontrolling Interests		4			4			8			8
Net Income Attributable to Dominion	$	1,761		$	454		$	1,935		$	702
Amounts Attributable to Dominion:
Income from continuing operations, net of tax	$	1,759		$	469		$	2,082		$	708
Income (loss) from discontinued operations, net of tax		2			(15	)		(147	)		(6	)
Net income attributable to Dominion	$	1,761		$	454		$	1,935		$	702
Earnings Per Common Share – Basic and Diluted
Income from continuing operations	$	2.98		$	0.79		$	3.50		$	1.20
Income (loss) from discontinued operations		—			(0.03	)		(0.25	)		(0.01	)
Net income attributable to Dominion	$	2.98		$	0.76		$	3.25		$	1.19
Dividends paid per common share	$	0.4575		$	0.4375		$	0.915		$	0.875

(1) Our Consolidated Statements of Income for the three and six months ended June 30, 2009 have been recast to reflect Peoples as discontinued operations, as discussed in Note 3.

(2) Includes income tax expense of $1 million and $28 million for the three months ended June, 2010 and 2009, respectively, and $13 million and $54 million for the six months ended June 30, 2010 and 2009, respectively.

The accompanying notes are an integral part of Dominion’s Consolidated Financial Statements.

PAGE    5

DOMINION RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June  30, 2010			December  31, 2009(1)
(millions)
ASSETS
Current Assets
Cash and cash equivalents	$	411		$	48
Customer receivables (less allowance for doubtful accounts of $32 and $31)		1,739			2,050
Other receivables (less allowance for doubtful accounts of $9 and $14)		135			130
Inventories		1,107			1,185
Derivative assets		1,029			1,128
Assets held for sale		—			1,018
Prepayments		107			405
Other investments		900			—
Other		947			853
Total current assets		6,375			6,817
Investments
Nuclear decommissioning trust funds		2,558			2,625
Investment in equity method affiliates		581			595
Other		275			272
Total investments		3,414			3,492
Property, Plant and Equipment
Property, plant and equipment		38,350			39,036
Accumulated depreciation, depletion and amortization		(12,892	)		(13,444	)
Total property, plant and equipment, net		25,458			25,592
Deferred Charges and Other Assets
Goodwill		3,141			3,354
Regulatory assets		1,271			1,390
Other		2,129			1,909
Total deferred charges and other assets		6,541			6,653
Total assets	$	41,788		$	42,554

(1) Dominion’s Consolidated Balance Sheet at December 31, 2009 has been derived from the audited Consolidated Financial Statements at that date.

The accompanying notes are an integral part of Dominion’s Consolidated Financial Statements.

PAGE    6

DOMINION RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS—(Continued)

(Unaudited)

	June 30, 2010			December  31, 2009(1)
(millions)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Securities due within one year	$	895		$	1,137
Short-term debt		—			1,295
Accounts payable		1,286			1,401
Accrued taxes		1,083			152
Accrued interest and payroll		392			524
Derivative liabilities		717			679
Liabilities held for sale		—			428
Regulatory liabilities		362			536
Other		936			681
Total current liabilities		5,671			6,833
Long-Term Debt
Long-term debt		13,614			13,730
Junior subordinated notes payable to affiliates		268			268
Enhanced junior subordinated notes		1,467			1,483
Total long-term debt		15,349			15,481
Deferred Credits and Other Liabilities
Deferred income taxes and investment tax credits		4,000			4,244
Asset retirement obligations		1,540			1,605
Pension and other postretirement benefit liabilities		1,145			1,260
Regulatory liabilities		1,198			1,215
Other		482			474
Total deferred credits and other liabilities		8,365			8,798
Total liabilities		29,385			31,112
Commitments and Contingencies (see Note 15)
Subsidiary Preferred Stock Not Subject to Mandatory Redemption		257			257
Common Shareholders’ Equity
Common stock – no par(2)		6,079			6,525
Other paid-in capital		190			185
Retained earnings		6,077			4,686
Accumulated other comprehensive loss		(200	)		(211	)
Total common shareholders’ equity		12,146			11,185
Total liabilities and shareholders’ equity	$	41,788		$	42,554

(1) Dominion’s Consolidated Balance Sheet at December 31, 2009 has been derived from the audited Consolidated Financial Statements at that date.

(2) 1 billion shares authorized; 589 million and 599 million shares outstanding at June 30, 2010 and December 31, 2009, respectively.

The accompanying notes are an integral part of Dominion’s Consolidated Financial Statements.

PAGE    7

DOMINION RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30,	2010			2009
(millions)
Operating Activities
Net income including noncontrolling interests	$	1,943		$	710
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities:
Gain from sale of Appalachian E&P operations		(2,467	)		—
Loss from sale of Peoples		113			—
Accrued charges related to workforce reduction program		288			—
Impairment of merchant generation facility		163			—
Impairment of gas and oil properties		21			455
Depreciation, depletion and amortization (including nuclear fuel)		629			640
Deferred income taxes and investment tax credits		(210	)		(447	)
Contribution to employee pension plans		(250	)		—
Base rate case refunds		(203	)		—
Other adjustments		96			33
Changes in:
Accounts receivable		312			623
Inventories		91			40
Deferred fuel and purchased gas costs		(46	)		490
Prepayments		299			(13	)
Accounts payable		(131	)		(529	)
Accrued interest, payroll and taxes		791			(43	)
Margin deposit assets and liabilities		5			(137	)
Other operating assets and liabilities		(38	)		80
Net cash provided by operating activities		1,406			1,902
Investing Activities
Plant construction and other property additions		(1,654	)		(1,788	)
Proceeds from the sale of Appalachian E&P operations		3,450			—
Proceeds from the sale of Peoples		741			—
Proceeds from sale of securities		1,140			727
Purchases of securities		(2,064	)		(760	)
Other		48			33
Net cash provided by (used in) investing activities		1,661			(1,788	)
Financing Activities
Repayment of short-term debt, net		(1,295	)		(951	)
Issuance of long-term debt		—			1,195
Repayment of long-term debt		(411	)		(133	)
Issuance of common stock		48			314
Repurchase of common stock		(500	)		—
Common dividend payments		(544	)		(516	)
Subsidiary preferred dividend payments		(8	)		(8	)
Other		4			(20	)
Net cash used in financing activities		(2,706	)		(119	)
Increase (decrease) in cash and cash equivalents		361			(5	)
Cash and cash equivalents at beginning of period(1)		50			71
Cash and cash equivalents at end of period(2)	$	411		$	66
Supplemental Cash Flow Information:
Significant noncash investing and financing activities
Accrued capital expenditures	$	215		$	189
Debt for equity exchange		—			56

(1) 2010 and 2009 amounts include $2 million and $5 million, respectively, of cash classified as held for sale in Dominion’s Consolidated Balance Sheets.

(2) 2009 amount includes $2 million of cash classified as held for sale in Dominion’s Consolidated Balance Sheet.

The accompanying notes are an integral part of Dominion’s Consolidated Financial Statements.

PAGE    8

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009
(millions)
Operating Revenue	$	1,711	$	1,675	$	3,450	$	3,534
Operating Expenses
Electric fuel and other energy-related purchases		589		685		1,221		1,479
Purchased electric capacity		108		104		215		212
Other operations and maintenance:
Affiliated suppliers		88		100		208		201
Other		229		281		628		527
Depreciation and amortization		165		160		328		317
Other taxes		53		46		117		97
Total operating expenses		1,232		1,376		2,717		2,833
Income from operations		479		299		733		701
Other income		28		23		42		32
Interest and related charges		83		87		171		174
Income before income tax expense		424		235		604		559
Income tax expense		157		86		242		206
Net Income		267		149		362		353
Preferred dividends		4		4		8		8
Balance available for common stock	$	263	$	145	$	354	$	345

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

PAGE    9

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June  30, 2010			December  31, 2009(1)
(millions)
ASSETS
Current Assets
Cash and cash equivalents	$	15		$	19
Customer accounts receivable (less allowance for doubtful accounts of $10 and $12)		859			880
Other receivables (less allowance for doubtful accounts of $6 at both dates)		64			72
Inventories (average cost method)		590			614
Prepayments		171			52
Other		347			459
Total current assets		2,046			2,096
Investments
Nuclear decommissioning trust funds		1,178			1,204
Other		3			4
Total investments		1,181			1,208
Property, Plant and Equipment
Property, plant and equipment		26,666			25,643
Accumulated depreciation and amortization		(9,567	)		(9,314	)
Total property, plant and equipment, net		17,099			16,329
Deferred Charges and Other Assets
Intangible assets		220			217
Regulatory assets		236			200
Other		236			68
Total deferred charges and other assets		692			485
Total assets	$	21,018		$	20,118

(1) Virginia Power’s Consolidated Balance Sheet at December 31, 2009 has been derived from the audited Consolidated Financial Statements at that date.

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

PAGE    10

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED BALANCE SHEETS—(Continued)

(Unaudited)

	June 30, 2010		December  31, 2009(1)
(millions)
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Securities due within one year	$	363	$	245
Short-term debt		—		442
Accounts payable		436		390
Payables to affiliates		83		67
Affiliated current borrowings		763		2
Accrued interest, payroll and taxes		189		213
Regulatory liabilities		322		491
Other		439		358
Total current liabilities		2,595		2,208
Long-Term Debt		6,086		6,213
Deferred Credits and Other Liabilities
Deferred income taxes and investment tax credits		2,397		2,359
Asset retirement obligations		651		636
Regulatory liabilities		977		995
Other		296		277
Total deferred credits and other liabilities		4,321		4,267
Total liabilities		13,002		12,688
Commitments and Contingencies (see Note 15)
Preferred Stock Not Subject to Mandatory Redemption		257		257
Common Shareholder’s Equity
Common stock—no par(2)		5,171		4,738
Other paid-in capital		1,110		1,110
Retained earnings		1,464		1,299
Accumulated other comprehensive income		14		26
Total common shareholder’s equity		7,759		7,173
Total liabilities and shareholder’s equity	$	21,018	$	20,118

(1) Virginia Power’s Consolidated Balance Sheet at December 31, 2009 has been derived from the audited Consolidated Financial Statements at that date.

(2) 300,000 shares authorized; 256,310 and 241,710 shares outstanding at June 30, 2010 and December 31, 2009, respectively.

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

PAGE    11

VIRGINIA ELECTRIC AND POWER COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30,	2010			2009
(millions)
Operating Activities
Net income	$	362		$	353
Adjustments to reconcile net income to net cash provided by operating activities:
Accrued charges related to workforce reduction program		114			—
Depreciation and amortization (including nuclear fuel)		383			367
Deferred income taxes and investment tax credits		129			(103	)
Base rate case refunds		(203	)		—
Other adjustments		(29	)		(14	)
Changes in:
Accounts receivable		28			18
Affiliated accounts receivable and payable		18			(24	)
Inventories		23			(44	)
Deferred fuel expenses		(51	)		331
Accounts payable		20			(27	)
Accrued interest, payroll and taxes		(24	)		(18	)
Prepayments		(119	)		(61	)
Other operating assets and liabilities		(92	)		133
Net cash provided by operating activities		559			911
Investing Activities
Plant construction and other property additions		(1,041	)		(1,125	)
Purchases of nuclear fuel		(63	)		(69	)
Purchases of securities		(724	)		(346	)
Proceeds from sales of securities		711			330
Other		5			(47	)
Net cash used in investing activities		(1,112	)		(1,257	)
Financing Activities
Issuance (repayment) of short-term debt, net		(442	)		83
Issuance of affiliated current borrowings, net		1,194			105
Issuance of long-term debt		—			460
Repayment of long-term debt		(9	)		(119	)
Common dividend payments		(189	)		(176	)
Preferred dividend payments		(8	)		(8	)
Other		3			3
Net cash provided by financing activities		549			348
Increase (decrease) in cash and cash equivalents		(4	)		2
Cash and cash equivalents at beginning of period		19			27
Cash and cash equivalents at end of period	$	15		$	29
Supplemental Cash Flow Information
Significant noncash investing and financing activities:
Accrued capital expenditures	$	160		$	103
Conversion of short-term borrowings payable to Dominion to equity		433			—

The accompanying notes are an integral part of Virginia Power’s Consolidated Financial Statements.

PAGE    12

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Nature of Operations

Dominion, headquartered in Richmond, Virginia, is one of the nation’s largest producers and transporters of energy. Dominion’s operations are conducted through various subsidiaries, including Virginia Power, a regulated public utility that generates, transmits and distributes electricity for sale in Virginia and northeastern North Carolina.

As discussed in Note 3, Dominion completed the sales of its Pennsylvania gas distribution operations and substantially all of its Appalachian E&P operations in February and April 2010, respectively.

Note 2. Significant Accounting Policies

As permitted by the rules and regulations of the SEC, Dominion’s and Virginia Power’s 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 Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009 and their Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. Due to the sale of substantially all of Dominion’s Appalachian E&P operations during the second quarter of 2010, accounting for gas and oil operations is no longer considered a significant accounting policy. There have been no other material changes with regard to the significant accounting policies previously disclosed in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009.

In Dominion’s and Virginia Power’s opinion, the accompanying unaudited Consolidated Financial Statements contain all adjustments necessary to present fairly their financial position as of June 30, 2010, their results of operations for the three and six months ended June 30, 2010 and 2009 and their cash flows for the six months ended June 30, 2010 and 2009. Such adjustments are normal and recurring in nature unless otherwise noted.

The Companies make certain estimates and assumptions in preparing their 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.

Dominion’s and Virginia Power’s accompanying unaudited Consolidated Financial Statements include, after eliminating intercompany transactions and balances, their accounts and those of their respective majority-owned subsidiaries.

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.

Certain amounts in Dominion’s and Virginia Power’s 2009 Consolidated Financial Statements and Notes have been recast to conform to the 2010 presentation.

Amounts disclosed for Dominion are inclusive of Virginia Power, where applicable.

Note 3. Dispositions

Sale of Appalachian E&P Operations

In April 2010, Dominion completed the sale of substantially all of its Appalachian E&P operations to a newly-formed subsidiary of CONSOL for approximately $3.5 billion, subject to adjustments pursuant to the terms of the sale agreement.

The transaction includes the mineral rights to approximately 491,000 acres in the Marcellus Shale formation. Dominion retained certain oil and natural gas wells located on or near its natural gas storage fields. The transaction generated after-tax proceeds of approximately $2.2 billion and resulted in an after-tax gain of approximately $1.4 billion, which includes a $134 million write-off of goodwill. Proceeds from the sale will be used to pay taxes on the gain and to offset substantially all of Dominion’s equity needs for 2010 and its market equity issuances for 2011, repurchase common stock, fund contributions to Dominion’s pension plans and the Dominion Foundation, reduce debt and offset the majority of the impact of Virginia Power’s rate case settlement.

PAGE    13

The results of operations for Dominion’s Appalachian E&P business are not reported as discontinued operations in the Consolidated Statements of Income since Dominion did not sell its entire U.S. cost pool.

Due to the sale, hedge accounting was discontinued for certain cash flow hedges since it became probable that the forecasted sales of gas would not occur. In connection with the discontinuance of hedge accounting for these contracts, Dominion recognized a $42 million ($25 million after-tax) benefit, recorded in operating revenue in its Consolidated Statement of Income, reflecting the reclassification of gains from AOCI to earnings for these contracts for the three months ended March 31, 2010.

Sale of Peoples

In February 2010, Dominion completed the sale of Peoples to PNG Companies LLC and netted after-tax proceeds of approximately $542 million. The sale resulted in an after-tax loss of approximately $132 million, which included a $79 million write-off of goodwill and post-closing adjustments. The sale also resulted in after-tax expenses of approximately $27 million, including transaction and benefit-related costs. In addition, Peoples had income from operations of $12 million after-tax during 2010.

Prior to March 31, 2010, Dominion did not report Peoples as discontinued operations since it expected to have significant continuing cash flows related primarily to the sale of natural gas production from its Appalachian E&P business to Peoples. Due to the sale of its Appalachian E&P business, Dominion will not have significant continuing cash flows with Peoples; therefore, the results of Peoples were reclassified to discontinued operations in the Consolidated Statements of Income for all periods presented.

The carrying amounts of the major classes of assets and liabilities classified as held for sale in Dominion’s Consolidated Balance Sheet were as follows:

	December 31, 2009
(millions)
ASSETS
Current Assets
Customer receivables	$	87
Other		56
Total current assets		143
Property, Plant and Equipment
Property, plant and equipment		985
Accumulated depreciation, depletion and amortization		(284	)
Total property, plant and equipment, net		701
Deferred Charges and Other Assets
Regulatory assets		125
Other		49
Total deferred charges and other assets		174
Assets held for sale	$	1,018
LIABILITIES
Current Liabilities	$	133
Deferred Credits and Other Liabilities
Deferred income taxes and investment tax credits		238
Other		57
Total deferred credits and other liabilities		295
Liabilities held for sale	$	428

PAGE    14

The following table presents selected information regarding the results of operations of Peoples, which are reported as discontinued operations in the Consolidated Statements of Income:

	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010			2009
(millions)
Operating revenue	$	—	$	63	$	67		$	290
Income (loss) before income taxes		3		13		(134	)		48

Note 4. Ceiling Test

Dominion follows the full cost method of accounting for its gas and oil E&P activities, which subjects capitalized costs to a quarterly ceiling test using hedge-adjusted prices.

At March 31, 2010, Dominion recorded a ceiling test impairment charge of $21 million ($13 million after-tax) in other operations and maintenance expense in its Consolidated Statement of Income primarily due to a decline in hedge-adjusted prices reflecting the discontinuance of hedge accounting for certain cash flow hedges, as discussed in Note 3.

During the six months ended June 30, 2009, Dominion recorded a ceiling test impairment charge of $455 million ($281 million after-tax) in other operations and maintenance expense in its Consolidated Statement of Income. Excluding the effects of hedge-adjusted prices in calculating the ceiling limitation, the impairment would have been $631 million ($378 million after-tax).

Note 5. Operating Revenue

The Companies’ operating revenue consists of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009
(millions)
Dominion
Electric sales:
Regulated	$	1,688	$	1,647	$	3,405	$	3,472
Nonregulated		840		924		1,785		1,918
Gas sales:
Regulated		39		47		184		377
Nonregulated		345		389		1,127		1,320
Gas transportation and storage		316		289		781		682
Other		105		110		219		223
Total operating revenue	$	3,333	$	3,406	$	7,501	$	7,992
Virginia Power
Regulated electric sales	$	1,688	$	1,647	$	3,405	$	3,472
Other		23		28		45		62
Total operating revenue	$	1,711	$	1,675	$	3,450	$	3,534

PAGE    15

Note 6. Income Taxes

Continuing Operations

For continuing operations, including noncontrolling interests, the statutory U.S. federal income tax rate reconciles to Dominion’s and Virginia Power’s effective income tax rate as follows:

	Dominion				Virginia Power
Six Months Ended June 30,	2010		2009		2010		2009
U.S. statutory rate	35.0	%	35.0	%	35.0	%	35.0	%
Increases (reductions) resulting from:
Legislative changes	1.6		—		2.6		—
State taxes, net of federal benefit	4.5		4.0		3.9		3.8
Domestic production activities deduction	(0.6	)	(0.5	)	(0.9	)	(0.7	)
Non-deductible goodwill	0.9		—		—		—
Other, net	(0.8	)	(2.3	)	(0.5	)	(1.3	)
Effective tax rate	40.6	%	36.2	%	40.1	%	36.8	%

Dominion’s and Virginia Power’s effective tax rates in 2010 reflect a reduction of deferred tax assets resulting from the enactment of the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act of 2010 which eliminated the employer’s deduction, beginning in 2013, for that portion of its retiree prescription drug coverage cost that is being reimbursed by the Medicare Part D subsidy. In addition, Dominion’s effective tax rate in 2010 includes the impact of goodwill written off with the sale of the Appalachian E&P operations that is not deductible for tax purposes.

As of June 30, 2010, there have been no material changes in Dominion’s and Virginia Power’s unrecognized tax benefits. See Note 6 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009, for a discussion of these unrecognized tax benefits, including possible changes that could reasonably occur during the next twelve months.

Discontinued Operations

Income tax expense in 2010 for Dominion’s discontinued operations primarily reflects the impact of goodwill written off in the sale of Peoples that is not deductible for tax purposes and the reversal of deferred taxes for which the benefit was offset by the reversal of income tax-related regulatory assets.

Income tax expense in 2009 for Dominion’s discontinued operations also reflects the impact of these items. Since the sale of Peoples was expected to occur later in 2009, the tax effects related to the sale were included in the determination of Dominion’s estimated annual effective tax rate in 2009.

Note 7. Earnings Per Share

The following table presents the calculation of Dominion’s basic and diluted EPS:

	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009
(millions, except EPS)
Net income attributable to Dominion	$	1,761	$	454	$	1,935	$	702
Average shares of common stock outstanding – Basic		590.4		593.7		595.1		589.5
Net effect of potentially dilutive securities(1)		1.0		0.3		1.0		0.4
Average shares of common stock outstanding – Diluted		591.4		594.0		596.1		589.9
Earnings Per Common Share – Basic and Diluted	$	2.98	$	0.76	$	3.25	$	1.19

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

Potentially dilutive securities with the right to acquire approximately 2.7 million and 2.2 million common shares for the three and six months ended June 30, 2009, respectively, were not included in the period’s calculation of diluted EPS because the exercise or purchase prices of those instruments were greater than the average market price of Dominion’s common shares. There were no potentially dilutive securities excluded from the calculation of diluted EPS for the three and six months ended June 30, 2010.

PAGE    16

Note 8. Comprehensive Income

The following table presents Dominion’s total comprehensive income:

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
(millions)
Net income including noncontrolling interests	$	1,765		$	458		$	1,943		$	710
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		(111	)(1)		(112	)(2)		(5	)		39
Other, net of tax		(48	)(3)		53	(4)		16			77	(4)
Other comprehensive income (loss)		(159	)		(59	)		11			116
Comprehensive income including noncontrolling interests		1,606			399			1,954			826
Noncontrolling interests		4			4			8			8
Total comprehensive income attributable to Dominion	$	1,602		$	395		$	1,946		$	818

(1) Reflects the impact of changes in commodity prices and the reclassification of gains related to interest rate derivatives to earnings.

(2) Principally reflects the reclassification of electricity-related derivative activity to earnings.

(3) Primarily represents a net reduction in unrealized gains on investments held in nuclear decommissioning trusts.

(4) Principally represents a net increase in unrealized gains on investments held in nuclear decommissioning trusts.

The following table presents Virginia Power’s total comprehensive income:

	Three Months Ended June 30,					Six Months Ended June 30,
	2010			2009		2010			2009
(millions)
Net income	$	267		$	149	$	362		$	353
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		(3	)		8		(8	)		8
Other, net of tax		(6	)		4		(4	)		7
Other comprehensive income (loss)		(9	)		12		(12	)		15
Total comprehensive income	$	258		$	161	$	350		$	368

Note 9. Fair Value Measurements

Dominion’s and Virginia Power’s fair value measurements are made in accordance with the policies discussed in Note 7 to the Consolidated Financial Statements in their Annual Report on Form 10-K for the year ended December 31, 2009. See Note 10 in this report for further information about their derivatives and hedge accounting activities.

Fair values are based on inputs and assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The inputs and assumptions include the following:

For commodity and foreign currency derivative contracts:

• Forward commodity prices

• Forward foreign currency prices

• Price volatility

• Volumes

• Commodity location

• Interest rates

• Credit quality of counterparties and Dominion and Virginia Power

• Credit enhancements

• Time value

PAGE    17

For interest rate derivative contracts:

• Interest rate curves

• Credit quality of counterparties and Dominion and Virginia Power

• Credit enhancements

• Time value

For investments:

• Quoted securities prices

• Securities trading information including volume and restrictions

• Maturity

• Interest rates

• Credit quality

• Net asset value (only for investments in partnerships)

Dominion and Virginia Power regularly evaluate and validate the inputs used to estimate fair value by a number of methods, including review and verification of models, as well as various market price verification procedures such as the use of pricing services and multiple broker quotes to support the market price of the various commodities in which the Companies transact.

For derivative contracts, Dominion and Virginia Power recognize transfers among Level 1, Level 2 and Level 3 based on fair values as of the first day of the month in which the transfer occurs. Transfers out of Level 3 represent assets and liabilities that were previously classified as Level 3 for which the inputs became observable based on the criteria discussed in Note 7 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009 for classification in either Level 1 or Level 2. Because the activity and liquidity of commodity markets vary substantially between regions and time periods, the availability of observable inputs for substantially the full term and value of the Companies’ over-the-counter derivative contracts is subject to change.

At June 30, 2010, Dominion’s and Virginia Power’s net balance of commodity derivatives categorized as Level 3 fair value measurements was a net asset of $32 million and $5 million, respectively. A hypothetical 10% increase in commodity prices would decrease Dominion’s and Virginia Power’s Level 3 net asset by $54 million and $2 million, respectively, while a hypothetical 10% decrease in commodity prices would increase Dominion’s and Virginia Power’s Level 3 net asset by $54 million and $2 million, respectively.

Non-recurring Fair Value Measurements

In June 2010, Dominion evaluated State Line, a coal-fired merchant power station with minimal environmental controls, for impairment due to the station’s relatively low level of profitability combined with the EPA’s issuance in June 2010 of a new stringent 1-hour primary NAAQS for SO₂ that will likely require significant environmental capital expenditures in the future. As a result of this evaluation, Dominion recorded an impairment charge of $163 million ($95 million after-tax) in other operations and maintenance expense in its Consolidated Statement of Income, to write down State Line’s long-lived assets to their estimated fair value of $59 million. As management is not aware of any recent market transactions for comparable assets with sufficient transparency to develop a market approach to fair value, Dominion relied on the income approach (discounted cash flows) to estimate the fair value of State Line’s long-lived assets. This is considered a Level 3 fair value measurement due to the use of significant unobservable inputs including estimates of future power and other commodity prices.

During the first quarter of 2009, Dominion evaluated an equity method investment for impairment and recorded a $23 million impairment in other income (loss) in its Consolidated Statement of Income. The resulting fair value of $10 million was estimated using an expected present value cash flow model and was 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.

PAGE    18

Recurring Fair Value Measurements

Dominion

The following table presents Dominion’s 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 June 30, 2010
Assets
Derivatives:
Commodity	$	106	$	1,038	$	104	$	1,248
Interest rate		—		56		—		56
Investments(1) :
Marketable equity securities		1,458		—		—		1,458
Marketable debt securities:
Corporate bonds		—		323		—		323
U.S. Treasury securities and agency debentures		269		152		—		421
State and municipal		—		263		—		263
Other		—		28		—		28
Cash equivalents and other		—		79		—		79
Total assets	$	1,833	$	1,939	$	104	$	3,876
Liabilities
Derivatives:
Commodity	$	11	$	778	$	72	$	861
Interest rate		—		24		—		24
Total liabilities	$	11	$	802	$	72	$	885
As of December 31, 2009
Assets
Derivatives:
Commodity	$	85	$	1,058	$	41	$	1,184
Interest rate		—		176		—		176
Foreign currency		—		2		—		2
Investments(1) :
Marketable equity securities		1,575		1		—		1,576
Marketable debt securities:
Corporate bonds		—		253		—		253
U.S. Treasury securities and agency debentures		216		78		—		294
State and municipal		—		434		—		434
Other		—		4		—		4
Cash equivalents and other		—		54		—		54
Total assets	$	1,876	$	2,060	$	41	$	3,977
Liabilities
Derivatives:
Commodity	$	17	$	736	$	107	$	860
Interest rate		—		1		—		1
Total liabilities	$	17	$	737	$	107	$	861

(1) Includes investments held in the nuclear decommissioning and rabbi trusts.

PAGE    19

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
(millions)
Beginning balance	$	(60	)	$	98		$	(66	)	$	99
Total realized and unrealized gains (losses):
Included in earnings		12			(69	)		13			(131	)
Included in other comprehensive income (loss)		61			(108	)		85			(88	)
Included in regulatory assets/liabilities		19			32			14			55
Purchases, issuances and settlements		(3	)		78			(18	)		112
Transfers out of Level 3		3			—			4			(16	)
Ending balance	$	32		$	31		$	32		$	31
The amount of 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	$	3		$	3		$	(11	)	$	(10	)

The following table presents Dominion’s 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 June 30, 2010
Total gains (losses) included in earnings	$	6		$	6		$	—		$	12
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		3			—			—			3
Three Months Ended June 30, 2009
Total gains (losses) included in earnings	$	18		$	(87	)	$	—		$	(69	)
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		3			—			—			3
Six Months Ended June 30, 2010
Total gains (losses) included in earnings	$	(10	)	$	26		$	(3	)	$	13
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	)		—			(2	)		(11	)
Six Months Ended June 30, 2009
Total gains (losses) included in earnings	$	14		$	(138	)	$	(7	)	$	(131	)
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		(4	)		(1	)		(5	)		(10	)

PAGE    20

Virginia Power

The following table presents Virginia Power’s 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 June 30, 2010
Assets
Derivatives:
Commodity	$	—	$	22	$	9	$	31
Interest rate		—		3		—		3
Investments(1) :
Marketable equity securities		579		—		—		579
Marketable debt securities:
Corporate bonds		—		216		—		216
U.S. Treasury securities and agency debentures		103		52		—		155
State and municipal		—		83		—		83
Other		—		25		—		25
Cash equivalents and other		—		47		—		47
Total assets	$	682	$	448	$	9	$	1,139
Liabilities
Derivatives:
Commodity	$	—	$	8	$	4	$	12
Interest rate		—		7		—		7
Total liabilities	$	—	$	15	$	4	$	19
As of December 31, 2009
Assets
Derivatives:
Commodity	$	—	$	30	$	2	$	32
Interest rate		—		86		—		86
Foreign currency		—		2		—		2
Investments(1) :
Marketable equity securities		634		—		—		634
Marketable debt securities:
Corporate bonds		—		161		—		161
U.S. Treasury securities and agency debentures		90		8		—		98
State and municipal		—		189		—		189
Other		—		3		—		3
Cash equivalents and other		—		16		—		16
Total assets	$	724	$	495	$	2	$	1,221
Liabilities
Derivatives:
Commodity	$	—	$	3	$	12	$	15
Total liabilities	$	—	$	3	$	12	$	15

(1) Includes investments held in the nuclear decommissioning and rabbi trusts.

PAGE    21

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
(millions)
Beginning balance	$	(15	)	$	(41	)	$	(10	)	$	(69	)
Total realized and unrealized gains (losses):
Included in earnings		6			(87	)		26			(138	)
Included in regulatory assets/liabilities		20			32			15			55
Purchases, issuances and settlements		(6	)		88			(26	)		142
Transfers out of Level 3		—			—			—			2
Ending balance	$	5		$	(8	)	$	5		$	(8	)

The gains and losses included in earnings in the Level 3 fair value category were classified in electric fuel and other energy-related purchases expense in Virginia Power’s Consolidated Statements of Income for the three and six months ended June 30, 2010 and 2009. There were no unrealized gains and losses included in earnings in the Level 3 fair value category relating to assets/liabilities still held at the reporting date for the three and six months ended June 30, 2010 and 2009.

PAGE    22

Fair Value of Financial Instruments

Substantially all of Dominion’s and Virginia Power’s 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 cash and cash equivalents, customer and other receivables, short-term debt and accounts payable are representative of fair value because of the short-term nature of these instruments. For Dominion’s and Virginia Power’s financial instruments that are not recorded at fair value, the carrying amounts and estimated fair values are as follows:

	June 30, 2010				December 31, 2009
	Carrying Amount		Estimated  Fair Value(1)		Carrying Amount		Estimated  Fair Value(1)
(millions)
Dominion
Long-term debt, including securities due within one year(2)	$	14,509	$	16,265	$	14,867	$	15,970
Junior subordinated notes payable to affiliates		268		264		268		255
Enhanced junior subordinated notes		1,467		1,517		1,483		1,487
Subsidiary preferred stock(3)		257		255		257		251
Virginia Power
Long-term debt, including securities due within one year(2)	$	6,449	$	7,320	$	6,458	$	6,977
Preferred stock(3)		257		255		257		251

(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) Includes amounts which represent the unamortized discount and premium. At June 30, 2010 and December 31, 2009, includes the valuation of certain fair value hedges associated with Dominion’s fixed rate debt of approximately $54 million and $23 million, respectively.

(3) Includes issuance expenses of $2 million at June 30, 2010 and December 31, 2009.

Note 10. Derivatives and Hedge Accounting Activities

Dominion’s and Virginia Power’s accounting policies and objectives and strategies for using derivative instruments are discussed in Note 2 to the Consolidated Financial Statements in their Annual Report on Form 10-K for the year ended December 31, 2009. See Note 9 in this report for further information about fair value measurements and associated valuation methods for derivatives.

Dominion

The following table presents the volume of Dominion’s derivative activity as of June 30, 2010. These volumes are based on open derivative positions and represent the combined absolute value of their long and short positions, except in the case of offsetting deals, for which they represent the absolute value of the net volume of their long and short positions.

	Current		Noncurrent
Natural Gas (bcf):
Fixed price(1)		568		146
Basis(1)		1,229		591
Electricity (MWh):
Fixed price		19,001,154		11,021,011
FTRs		105,571,139		2,599,872
Capacity (MW)		1,512,600		4,659,850
Liquids (gallons)(2)		154,476,000		415,212,000
Interest rate	$	850,000,000	$	825,000,000
Foreign currency (euros)		4,301,400		—

(1) Includes options.

(2) Includes NGL and oil derivatives.

PAGE    23

For the three and six months ended June 30, 2010 and 2009, 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 six months ended June 30, 2010 and 2009.

The following table presents selected information related to gains (losses) on cash flow hedges included in AOCI in Dominion’s Consolidated Balance Sheet at June 30, 2010:

	AOCI After-Tax			Amounts Expected to  be Reclassified to Earnings during the next 12 Months After-Tax			Maximum Term
(millions)
Commodities:
Gas	$	(15	)	$	(6	)	54 months
Electricity		214			177		35 months
NGLs		34			9		54 months
Other		10			3		59 months
Interest rate		33			(1	)	342 months
Total	$	276		$	182

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.

The sale of the majority of Dominion’s remaining E&P operations resulted in the discontinuance of hedge accounting for certain cash flow hedges, as discussed in Note 3.

In addition, changes to Dominion’s financing needs during the first and second quarters of 2010 resulted in the discontinuance of hedge accounting for certain cash flow hedges since it became probable that forecasted interest payments would not occur. In connection with the discontinuance of hedge accounting for these contracts, Dominion recognized a benefit recorded to interest and related charges reflecting the reclassification of gains from AOCI to earnings of $70 million ($43 million after-tax) in the three months ended June 30, 2010 and $110 million ($67 million after-tax) in the six months ended June 30, 2010. The reclassification of gains from AOCI to earnings was partially offset by subsequent changes in fair value of $37 million ($23 million after-tax) for the three and six months ended June 30, 2010.

PAGE    24

Fair Value and Gains and Losses on Derivative Instruments

The following table presents the fair values of Dominion’s derivatives and where they are presented in its Consolidated Balance Sheets:

	Fair Value – Derivatives under Hedge Accounting		Fair Value – Derivatives not under Hedge Accounting		Total Fair Value
(millions)
June 30, 2010
ASSETS
Current Assets
Commodity	$	465	$	542	$	1,007
Interest rate		22		—		22
Total current derivative assets		487		542		1,029
Noncurrent Assets
Commodity		158		83		241
Interest rate		34		—		34
Total noncurrent derivative assets(1)		192		83		275
Total derivative assets	$	679	$	625	$	1,304
LIABILITIES
Current Liabilities
Commodity	$	142	$	551	$	693
Interest rate		—		24		24
Total current derivative liabilities		142		575		717
Noncurrent Liabilities
Commodity		61		107		168
Total noncurrent derivative liabilities(2)		61		107		168
Total derivative liabilities	$	203	$	682	$	885
December 31, 2009
ASSETS
Current Assets
Commodity	$	445	$	507	$	952
Interest rate		174		—		174
Foreign currency		2		—		2
Total current derivative assets		621		507		1,128
Noncurrent Assets
Commodity		132		100		232
Interest rate		2		—		2
Total noncurrent derivative assets(1)		134		100		234
Total derivative assets	$	755	$	607	$	1,362
LIABILITIES
Current Liabilities
Commodity	$	147	$	532	$	679
Total current derivative liabilities		147		532		679
Noncurrent Liabilities
Commodity		61		120		181
Interest rate		1		—		1
Total noncurrent derivative liabilities(2)		62		120		182
Total derivative liabilities	$	209	$	652	$	861

(1) Noncurrent derivative assets are presented in other deferred charges and other assets in Dominion’s Consolidated Balance Sheets.

(2) Noncurrent derivative liabilities are presented in other deferred credits and other liabilities in Dominion’s Consolidated Balance Sheets.

PAGE    25

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 June 30, 2010
Derivative Type and Location of Gains (Losses)
Commodity:
Operating revenue				$	114
Purchased gas					(19	)
Electric fuel and other energy-related purchases					(5	)
Purchased electric capacity					1
Total commodity	$	(16	)		91		$	2
Interest rate(3)		—			70			(23	)
Foreign currency(4)		—			(1	)		(1	)
Total	$	(16	)	$	160		$	(22	)
Three Months Ended June 30, 2009
Derivative Type and Location of Gains (Losses)
Commodity:
Operating revenue				$	284
Purchased gas					(35	)
Electric fuel and other energy-related purchases					(2	)
Purchased electric capacity					1
Total commodity	$	(57	)		248		$	(4	)
Interest rate(3)		138			(1	)		86
Foreign currency(4)		1			—			2
Total	$	82		$	247		$	84
Six Months Ended June 30, 2010
Derivative Type and Location of Gains (Losses)
Commodity:
Operating revenue				$	295
Purchased gas					(116	)
Electric fuel and other energy-related purchases					(8	)
Purchased electric capacity					2
Total commodity	$	283			173		$	(11	)
Interest rate(3)		(3	)		110			(24	)
Foreign currency(4)		—			—			(2	)
Total	$	280		$	283		$	(37	)
Six Months Ended June 30, 2009
Derivative Type and Location of Gains (Losses)
Commodity:
Operating revenue				$	522
Purchased gas					(83	)
Electric fuel and other energy-related purchases					(7	)
Purchased electric capacity					3
Total commodity	$	374			435		$	1
Interest rate(3)		124			(2	)		73
Foreign currency(4)		1			1			—
Total	$	499		$	434		$	74

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

PAGE    26

(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 Dominion’s Consolidated Statements of Income.

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

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

	Amount of Gain (Loss) Recognized in  Income on Derivatives(1)
	Three Months Ended June 30,						Six Months Ended June 30,
Derivatives not designated as hedging instruments	2010			2009			2010			2009
(millions)
Derivative Type and Location of Gains (Losses)
Commodity
Operating revenue	$	(14	)	$	13		$	26		$	46
Purchased gas		2			(14	)		(29	)		(46	)
Electric fuel and other energy-related purchases		5			(86	)		26			(137	)
Interest Rate(2)		(37	)		—			(37	)		—
Total	$	(44	)	$	(87	)	$	(14	)	$	(137	)

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

(2) Amounts are recorded in interest and related charges in Dominion’s Consolidated Statements of Income.

Virginia Power

The following table presents the volume of Virginia Power’s derivative activity as of June 30, 2010. These volumes are based on open derivative positions and represent the combined absolute value of their long and short positions, except in the case of offsetting deals, for which they represent the absolute value of the net volume of their long and short positions.

	Current		Noncurrent
Natural Gas (bcf):
Fixed price		10		—
Basis		5		—
Electricity (MWh):
Fixed price		723,200		—
FTRs		104,879,135		2,599,872
Capacity (MW)		417,000		350,500
Interest rate	$	300,000,000	$	75,000,000
Foreign currency (euros)		4,301,400		—

For the three and six months ended June 30, 2010 and 2009, 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 six months ended June 30, 2010 and 2009.

The following table presents selected information related to gains on cash flow hedges included in AOCI in Virginia Power’s Consolidated Balance Sheet at June 30, 2010:

	AOCI After-Tax		Amounts Expected to  be Reclassified to Earnings during the next 12 Months After-Tax		Maximum Term
(millions)
Interest rate	$	3	$	—	342 months
Other		2		2	47 months
Total	$	5	$	2

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    27

Fair Value and Gains and Losses on Derivative Instruments

The following table presents the fair values of Virginia Power’s derivatives and where they are presented in its Consolidated Balance Sheets:

	Fair Value – Derivatives under Hedge Accounting		Fair Value – Derivatives not under Hedge Accounting		Total Fair Value
(millions)
June 30, 2010
ASSETS
Current Assets
Commodity	$	22	$	9	$	31
Interest rate		3		—		3
Total current derivative assets(1)		25		9		34
Total derivative assets	$	25	$	9	$	34
LIABILITIES
Current Liabilities
Commodity	$	4	$	4	$	8
Interest rate		—		7		7
Total current derivative liabilities(3)		4		11		15
Noncurrent Liabilities
Commodity		4		—		4
Total noncurrent derivative liabilities(4)		4		—		4
Total derivative liabilities	$	8	$	11	$	19
December 31, 2009
ASSETS
Current Assets
Commodity	$	20	$	2	$	22
Interest rate		86		—		86
Foreign currency		2		—		2
Total current derivative assets(1)		108		2		110
Noncurrent Assets
Commodity		10		—		10
Total noncurrent derivative assets(2)		10		—		10
Total derivative assets	$	118	$	2	$	120
LIABILITIES
Current Liabilities
Commodity	$	1	$	12	$	13
Total current derivative liabilities(3)		1		12		13
Noncurrent Liabilities
Commodity		2		—		2
Total noncurrent derivative liabilities(4)		2		—		2
Total derivative liabilities	$	3	$	12	$	15

(1) Current derivative assets are presented in other current assets in Virginia Power’s Consolidated Balance Sheets.

(2) Noncurrent derivative assets are presented in other deferred charges and other assets in Virginia Power’s Consolidated Balance Sheets.

(3) Current derivative liabilities are presented in other current liabilities in Virginia Power’s Consolidated Balance Sheets.

(4) Noncurrent derivative liabilities are presented in other deferred credits and other liabilities in Virginia Power’s Consolidated Balance Sheets.

PAGE    28

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 June 30, 2010
Derivative Type and Location of Gains (Losses)
Commodity:
Purchased electric capacity				$	1
Total commodity	$	1			1		$	2
Interest rate(3)		—			6			(23	)
Foreign currency(4)		—			—			(1	)
Total	$	1		$	7		$	(22	)
Three Months Ended June 30, 2009
Derivative Type and Location of Gains (Losses)
Commodity:
Electric fuel and other energy-related purchases				$	(1	)
Purchased electric capacity					2
Total commodity	$	(1	)		1		$	(4	)
Interest rate(3)		14			—			86
Foreign currency(4)		1			—			2
Total	$	14		$	1		$	84
Six Months Ended June 30, 2010
Derivative Type and Location of Gains (Losses)
Commodity:
Electric fuel and other energy-related purchases				$	(1	)
Purchased electric capacity					2
Total commodity	$	(2	)		1		$	(11	)
Interest rate(3)		(1	)		9			(24	)
Foreign currency(4)		—			—			(2	)
Total	$	(3	)	$	10		$	(37	)
Six Months Ended June 30, 2009
Derivative Type and Location of Gains (Losses)
Commodity:
Electric fuel and other energy-related purchases				$	(6	)
Purchased electric capacity					3
Total commodity	$	(2	)		(3	)	$	1
Interest rate(3)		13			—			73
Foreign currency(4)		—			1			—
Total	$	11		$	(2	)	$	74

(1) Amounts deferred into AOCI have no associated effect in Virginia Power’s 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 Virginia Power’s Consolidated Statements of Income.

(3) Amounts recorded in Virginia Power’s Consolidated Statements of Income are classified in interest and related charges.

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

PAGE    29

	Amount of Gain (Loss) Recognized in  Income on Derivatives(1)
	Three Months Ended June 30,						Six Months Ended June 30,
Derivatives not designated as hedging instruments	2010			2009			2010			2009
(millions)
Derivative Type and Location of Gains (Losses)
Commodity(2)	$	5		$	(87	)	$	26		$	(138	)
Interest Rate(3)		(3	)		—			(3	)		—
Total	$	2		$	(87	)	$	23		$	(138	)

(1) Includes derivative activity amortized out of regulatory assets/liabilities. Amounts deferred into regulatory assets/liabilities have no associated effect in Virginia Power’s Consolidated Statements of Income.

(2) Amounts are recorded in electric fuel and other energy-related purchases in Virginia Power’s Consolidated Statements of Income.

(3) Amounts are recorded in interest and related charges in Virginia Power’s Consolidated Statements of Income.

Note 11. Investments

Dominion

Rabbi Trust Securities

Marketable equity and debt securities and cash equivalents held in Dominion’s rabbi trusts and classified as trading totaled $91 million and $96 million at June 30, 2010 and December 31, 2009, respectively. Cost method investments held in Dominion’s rabbi trusts totaled $18 million and $17 million at June 30, 2010 and December 31, 2009, respectively.

Decommissioning Trust Securities

Dominion holds marketable equity and debt securities (classified as available-for-sale), cash equivalents and cost method investments in nuclear decommissioning trust funds in order to fund future decommissioning costs for its nuclear plants. Dominion’s decommissioning trust funds are summarized below.

	Amortized Cost		Total Unrealized Gains(1)		Total Unrealized Losses(1)			Fair Value
(millions)
June 30, 2010
Marketable equity securities	$	1,184	$	230	$	(1	)	$	1,413
Marketable debt securities:
Corporate bonds		308		16		(1	)		323
U.S. Treasury securities and agency debentures		403		18		—			421
State and municipal		208		11		(2	)		217
Other		28		—		—			28
Cost method investments		105		—		—			105
Cash equivalents and other(2)		51		—		—			51
Total	$	2,287	$	275	$	(4	)(3)	$	2,558
December 31, 2009
Marketable equity securities	$	1,191	$	338	$	—		$	1,529
Marketable debt securities:
Corporate bonds		241		13		(1	)		253
U.S. Treasury securities and agency debentures		281		13		(1	)		293
State and municipal		371		21		(3	)		389
Other		4		—		—			4
Cost method investments		97		—		—			97
Cash equivalents and other(2)		60		—		—			60
Total	$	2,245	$	385	$	(5	)(3)	$	2,625

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

(2) At June 30, 2010 and December 31, 2009, reflects $28 million and $11 million, respectively, related to net pending sales and purchases of securities.

(3) The fair value of securities in an unrealized loss position was $86 million and $169 million at June 30, 2010 and December 31, 2009, respectively.

PAGE    30

The fair value of Dominion’s marketable debt securities (classified as available for sale) at June 30, 2010 by contractual maturity is as follows:

	Amount
(millions)
Due in one year or less	$	81
Due after one year through five years		317
Due after five years through ten years		275
Due after ten years		316
Total	$	989

PAGE    31

Presented below is selected information regarding Dominion’s marketable equity and debt securities.

	Three Months Ended June 30,					Six Months Ended June 30,
	2010			2009		2010			2009
(millions)
Trading securities:
Net unrealized gain (loss)	$	(3	)	$	6	$	(1	)	$	2
Available-for-sale securities:
Proceeds from sales(1)		627			438		1,140			727
Realized gains(2)		17			45		73			61
Realized losses(2)		28			16		54			159

(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 or losses recorded to the decommissioning trust regulatory liability.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
(millions)
Total other-than-temporary impairment losses(1)	$	41		$	15		$	48		$	156
Losses recorded to decommissioning trust regulatory liability		(13	)		(7	)		(16	)		(70	)
Losses recognized in other comprehensive income (before taxes)		(1	)		(1	)		(2	)		(1	)
Net impairment losses recognized in earnings	$	27		$	7		$	30		$	85

(1) Amount includes other-than-temporary impairment losses for debt securities of $1 million and $2 million for the three months ended June 30, 2010 and 2009, respectively, and $3 million and $8 million for the six months ended June 30, 2010 and 2009, respectively.

Other Investments

In May 2010, using proceeds from the sale of the Appalachian E&P business, Dominion acquired $1.4 billion of short-term investments consisting of $700 million in time deposits and $700 million in Treasury Bills. As of June 30, 2010, $900 million of these investments are still held and are classified as other current investments on Dominion’s Consolidated Balance Sheet. There were no unrealized gains or losses for these investments as of June 30, 2010 and their amortized cost approximates fair value. Proceeds from the sale of these investments are expected to be used largely to pay the tax liability on the gain from the sale of the Appalachian E&P business.

Virginia Power

Decommissioning Trust Securities

Virginia Power holds marketable equity and debt securities (classified as available-for-sale), cash equivalents and cost method investments in nuclear decommissioning trust funds in order to fund future decommissioning costs for its nuclear plants. Virginia Power’s decommissioning trust funds are summarized below.

	Amortized Cost		Total Unrealized Gains(1)		Total Unrealized Losses(1)			Fair Value
(millions)
June 30, 2010
Marketable equity securities	$	488	$	91	$	—		$	579
Marketable debt securities:
Corporate bonds		208		9		(1	)		216
U.S. Treasury securities and agency debentures		151		4		—			155
State and municipal		80		2		—			82
Other		24		1		—			25
Cost method investments		105		—		—			105
Cash equivalents and other(2)		16		—		—			16
Total	$	1,072	$	107	$	(1	)(3)	$	1,178

PAGE    32

	Amortized Cost		Total Unrealized Gains(1)		Total Unrealized Losses(1)			Fair Value
(millions)
December 31, 2009
Marketable equity securities	$	499	$	135	$	—		$	634
Marketable debt securities:
Corporate bonds		153		9		(1	)		161
U.S. Treasury securities and agency debentures		95		3		—			98
State and municipal		181		9		(1	)		189
Other		3		—		—			3
Cost method investments		97		—		—			97
Cash equivalents and other(2)		22		—		—			22
Total	$	1,050	$	156	$	(2	)(3)	$	1,204

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

(2) At June 30, 2010 and December 31, 2009, reflects $31 million and $6 million, respectively, related to net pending sales and purchases of securities.

(3) The fair value of securities in an unrealized loss position was $60 million and $88 million at June 30, 2010, and December 31, 2009, respectively.

The fair value of Virginia Power’s marketable debt securities at June 30, 2010, by contractual maturity is as follows:

	Amount
(millions)
Due in one year or less	$	10
Due after one year through five years		167
Due after five years through ten years		160
Due after ten years		141
Total	$	478

Presented below is selected information regarding Virginia Power’s marketable equity and debt securities.

	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009
(millions)
Proceeds from sales(1)	$	407	$	193	$	711	$	330
Realized gains(2)		8		15		37		23
Realized losses(2)		2		6		20		70

(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 or losses recorded to the decommissioning trust regulatory liability.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
(millions)
Total other-than-temporary impairment losses(1)	$	16		$	8		$	19		$	82
Losses recorded to decommissioning trust regulatory liability		(13	)		(7	)		(16	)		(70	)
Net impairment losses recognized in earnings	$	3		$	1		$	3		$	12

(1) Amount includes other-than-temporary impairment losses for debt securities of $1 million for the three months ended June 30, 2010 and 2009, and $2 million and $5 million for the six months ended June 30, 2010 and 2009, respectively.

Note 12. Regulatory Matters

Other than the following matters, there have been no significant developments regarding the pending regulatory matters disclosed in Note 14 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009 and Note 12 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.

PAGE    33

Virginia Regulation

Virginia Fuel Expenses

In April 2010, Virginia Power filed its Virginia fuel factor application with the Virginia Commission. The application requested an annual decrease in fuel expense recovery of approximately $82 million for the period July 1, 2010 through June 30, 2011. The proposed fuel factor went into effect on July 1, 2010 on an interim basis and an evidentiary hearing on the Company’s application is to be held in September 2010.

Generation Riders R and S

In June 2010, Virginia Power filed annual updates for Riders R and S with the Virginia Commission. The proposed revenue requirements under Riders R and S, effective April 1, 2011, for the rate year ending March 31, 2012 are approximately $86 million and $200 million, respectively. The ROE utilized in both rider filings is 12.3%, consistent with the terms of the rate settlement approved by the Virginia Commission in March 2010. The proposed updates to Riders R and S are subject to the approval of the Virginia Commission.

Transmission Rider T

In June 2010, the Virginia Commission approved Virginia Power’s annual update to Rider T to be effective September 1, 2010, reflecting the revenue requirement of approximately $338 million recommended by Virginia Commission Staff and agreed to by Virginia Power.

Approval of DSM Programs – Riders C1 and C2

In March 2010, the Virginia Commission approved Virginia Power’s application for the recovery of approximately $28 million for five DSM programs through initiation of Riders C1 and C2, effective May 1, 2010.

North Anna Power Station

Virginia Power is considering the construction of a third nuclear unit at a site located at North Anna, which Virginia Power owns along with ODEC. Virginia Power and ODEC have obtained an Early Site Permit for the North Anna site from the NRC. In November 2007, Virginia Power, along with ODEC, filed an application with the NRC for a COL that references a specific reactor design and which would allow Virginia Power to build and operate a new nuclear unit at North Anna. In January 2008, the NRC accepted Virginia Power’s application for the COL and deemed it complete. In December 2008, Virginia Power terminated a long-lead agreement with its vendor with respect to the reactor design identified in its COL application and certain related equipment. A competitive process was initiated in 2009 to determine if vendors could provide an advanced technology reactor that could be licensed and built under terms acceptable to Virginia Power. In May 2010, Virginia Power announced its selection of US-APWR technology for the potential third nuclear unit.

In June 2010, Virginia Power and ODEC amended the COL application to reflect the selection of the US-APWR technology. Virginia Power has a cooperative agreement, scheduled to terminate September 30, 2010, with the DOE to share equally the cost of developing a COL that references the technology previously selected by Virginia Power. Funding is not available under the agreement for activities related to the US-APWR technology. Program activities to close out the agreement will continue to be funded by the DOE.

Virginia Power has not yet committed to building a new nuclear unit at North Anna. If Virginia Power decides to build the new unit, it must first receive a COL from the NRC and the approval of the Virginia Commission. The US-APWR design is currently undergoing the NRC certification process.

The NRC is required to conduct a hearing in all COL proceedings. In August 2008, the Atomic Safety and Licensing Board of the NRC granted a request for a hearing on one of eight contentions filed by the BREDL. In August 2009, the Atomic Safety and Licensing Board dismissed this contention as moot, but in November 2009 admitted a new contention filed by the BREDL. Virginia Power’s motion for reconsideration of this ruling was denied by the Atomic Safety and Licensing Board in March 2010. In June 2010, the BREDL filed a new proposed contention concerning Virginia Power’s change in reactor technology. Virginia Power and the NRC staff oppose the admission of this contention. In July 2010, Virginia Power also filed a motion to dismiss BREDL’s admitted contention as moot based on the change in the reactor technology. Absent additional admitted contentions, the mandatory NRC hearing

PAGE    34

will be uncontested with respect to other issues. In March 2010, the NRC completed its final supplemental environmental impact statement, finding that there are no environmental impacts that would preclude issuing a COL for the new nuclear unit. However, further safety and environmental review is now expected as a result of the change in reactor technology.

Electric Transmission Projects

In October 2008, the Virginia Commission authorized construction of the Meadow Brook-to-Loudoun line and affirmed the 65-mile route proposed for the line which is adjacent to, or within, existing transmission line right-of-ways. The Virginia Commission’s approval of the Meadow Brook-to-Loudoun line was conditioned on the respective state commission approvals of both the West Virginia and Pennsylvania portions of the transmission line. The West Virginia Commission’s approval of Trans-Allegheny Interstate Line Company’s application became effective in February 2009 and the Pennsylvania Commission granted approval in December 2008. On appeal by the ECCP, the Pennsylvania Commonwealth Court affirmed in May 2010 the Pennsylvania Commission’s approval and subsequently denied a request for reargument by the ECCP in June 2010. The Meadow Brook-to-Loudoun line is expected to cost approximately $255 million and be completed in June 2011.

In December 2008, as part of PJM’s RTEP process, the Hayes-to-Yorktown 230 kV line was authorized by PJM. In June 2010, the Virginia Commission authorized the construction of the Hayes-to-Yorktown line along the proposed eight-mile route utilizing existing easements and property previously acquired for the transmission line right-of-way. In accordance with the Virginia Commission’s approval, approximately 4.2 miles of the Hayes-to-Yorktown line will be constructed overhead and approximately 3.8 miles will be installed underground in order to cross under the York River. The Hayes-to-Yorktown line is expected to cost approximately $63 million and, subject to receipt of all regulatory approvals, is expected to be completed by June 2012.

DTI Appalachian Gateway Project

In August 2008, DTI announced the proposed development of the Appalachian Gateway gas pipeline project. In June 2010, DTI filed a certificate application with the FERC seeking approval for the Appalachian Gateway project. The project is expected to provide approximately 484,000 dekatherms per day of firm transportation services for new Appalachian gas supplies from the supply areas in the Appalachian Basin in West Virginia and southwestern Pennsylvania to an interconnection with Texas Eastern Transmission, LP at Oakford, Pennsylvania. Plans call for construction to start in 2011, with transportation services to begin by September 2012. DTI estimates the cost of the Appalachian Gateway project to be approximately $634 million.

Note 13. Variable Interest Entities

As discussed in Note 16 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009, certain variable pricing terms in some of the Companies’ long-term power and capacity contracts cause them to be considered variable interests in the counterparties.

Virginia Power has long-term power and capacity contracts with four non-utility generators with an aggregate generation capacity of approximately 947 MW at June 30, 2010. These contracts contain certain variable pricing mechanisms in the form of partial fuel reimbursement that Virginia Power considers to be variable interests. After an evaluation of the information provided by these entities, Virginia Power was unable to determine whether they were VIEs. However, the information they provided, as well as Virginia Power’s knowledge of generation facilities in Virginia, enabled Virginia Power to conclude that, if they were VIEs, it would not be the primary beneficiary. This conclusion reflects Virginia Power’s determination that its variable interests do not convey the power to direct the most significant activities that impact the economic performance of the entity during the remaining terms of Virginia Power’s contracts and for the years the entities are expected to operate after its contractual relationships expire. The contracts expire at various dates ranging from 2015 to 2021. Virginia Power is not subject to any risk of loss from these potential VIEs other than its remaining purchase commitments which totaled $1.7 billion as of June 30, 2010. Virginia Power paid $53 million and $51 million for electric capacity and $34 million and $25 million for electric energy to these entities for the three months ended June 30, 2010 and 2009, respectively. Virginia Power paid $107 million and $104 million for electric capacity and $75 million and $66 million for electric energy to these entities for the six months ended June 30, 2010 and 2009, respectively.

Virginia Power purchased shared services from DRS, an affiliated VIE, of approximately $107 million and $99 million for the three months ended June 30, 2010 and 2009, respectively, and $248 million and $199 million for the six months ended June 30, 2010 and 2009, respectively. Virginia Power determined that it is not the most closely associated entity with DRS and therefore not the primary beneficiary. DRS provides accounting, legal, finance and certain administrative and technical services to all Dominion subsidiaries, including Virginia Power. Virginia Power has no obligation to absorb more than its allocated share of DRS costs.

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Note 14. Significant Financing Transactions

Credit Facilities and Short-Term Debt

Dominion and Virginia Power use short-term debt to fund working capital requirements, as a bridge to long-term debt financing and as bridge financing for acquisitions, if applicable. The levels of borrowing 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, Dominion utilizes cash and letters of credit to fund collateral requirements under its commodities hedging program. Collateral requirements are impacted by commodity prices, hedging levels, Dominion’s credit quality and the credit quality of its counterparties.

At June 30, 2010, commercial paper, bank loans and letters of credit outstanding, as well as capacity available under credit facilities, were as follows:

	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	$	—	$	—	$	140	$	2,732
Five-year Dominion credit facility(2)		1,700		—		—		8		1,692
Five-year Dominion bilateral facility(3)		200		—		—		21		179
Totals	$	4,772	$	—	$	—	$	169	$	4,603

(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, Virginia Power also has a five-year $120 million credit facility that terminates in February 2011, which supports certain of its tax-exempt financings.

Dominion and Virginia Power plan to replace their existing credit facilities during the third quarter of 2010. They expect to operate with credit facilities of $3.0 to $3.5 billion, comprised of two joint credit facilities. The Companies expect one facility to be approximately $3.0 billion, which would be used principally to support the issuance of commercial paper but could also support bank borrowings and the issuance of letters of credit. The second facility of approximately $500 million also would support bank borrowings and the issuance of commercial paper, but would be the primary source for the issuance of letters of credit. In addition to these two facilities, Virginia Power expects to replace its existing $120 million credit facility that supports certain tax-exempt financings with a facility of a similar size. All three facilities should be for a three-year term. The Companies do not expect the overall reduction in the size and tenor of their credit facilities to negatively impact their ability to fund their operations.

Dominion repaid $411 million of long-term debt during the six months ended June 30, 2010.

Convertible Securities

At June 30, 2010, Dominion had $202 million of outstanding contingent convertible senior notes that are convertible by holders into a combination of cash and shares of Dominion’s 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 June 30, 2010, the conversion rate has been adjusted, primarily due to individual dividend payments above the level paid at issuance, to 28.3226 shares of common stock per $1,000 principal amount of senior notes, which represents a conversion price of $35.31.

The senior notes have not been eligible for conversion during 2010 and as of June 30, 2010, the closing price of Dominion’s common stock was not equal to $42.37 per share or higher for at least 20 out of the last 30 consecutive trading days; therefore, the senior notes are not eligible for conversion during the third quarter of 2010.

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Enhanced Junior Subordinated Notes

In the second quarter of 2010, Dominion purchased and cancelled $16 million of its $500 million 2006 Series B Enhanced Junior Subordinated Notes, which mature in 2066 and bear a coupon rate of 6.3%. These purchases were conducted in compliance with the Replacement Capital Covenant as disclosed in the Debt Covenants section of MD&A in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009.

Issuance of Common Stock

During the six months ended June 30, 2010, Dominion issued 1.5 million shares of common stock and received cash proceeds of $48 million. The shares issued and cash proceeds received during the six months ended June 30, 2010 were through Dominion Direct^®, employee savings plans and the exercise of employee stock options. In February 2010, Dominion began purchasing its common stock on the open market with proceeds received through Dominion Direct^® and employee savings plans, rather than issuing additional new common shares.

In March 2010, Virginia Power issued 14,600 shares of its common stock to Dominion reflecting the conversion of approximately $433 million of short-term demand note borrowings from Dominion to equity.

Repurchase of Common Stock

In March 2010, Dominion began repurchasing common shares on the open market in anticipation of proceeds from the sale of its Appalachian E&P operations. During the six months ended June 30, 2010, Dominion repurchased 12.2 million shares of its common stock for approximately $500 million.

Note 15. 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 Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009, or Note 15 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.

Guarantees

Dominion

At June 30, 2010, Dominion had issued $126 million of guarantees, primarily to support equity method investees. No significant amounts related to these guarantees have been recorded. As of June 30, 2010, Dominion’s exposure under these guarantees was $49 million, primarily related to certain reserve requirements associated with non-recourse financing.

Dominion also enters into guarantee arrangements on behalf of its 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 Dominion’s consolidated subsidiaries, that liability is included in Dominion’s Consolidated Financial Statements. Dominion is not required to recognize liabilities for guarantees issued on behalf of its subsidiaries unless it becomes probable that it will have to perform under the guarantees. Dominion currently believes it is unlikely that it would be required to perform or otherwise incur any losses associated with guarantees of its subsidiaries’ obligations.

At June 30, 2010, Dominion had issued the following subsidiary guarantees:

	Stated Limit		Value(1)
(millions)
Subsidiary debt(2)	$	126	$	126
Commodity transactions(3)		2,833		266
Lease obligation for power generation facility(4)		784		784
Nuclear obligations(5)		231		52
Other(6)		499		124
Total	$	4,473	$	1,352

(1) Represents the estimated portion of the guarantee’s stated limit that is utilized as of June 30, 2010 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 Dominion’s subsidiaries, the value includes the recorded amount.

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

(3) Guarantees related to energy trading and marketing activities and other commodity commitments of certain subsidiaries, including subsidiaries of Virginia Power and DEI. These guarantees were provided to counterparties in order to facilitate

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physical and financial transactions in gas, oil, electricity, pipeline capacity, transportation and related commodities and services. If any of these subsidiaries fail to perform or pay under the contracts and the counterparties seek performance or payment, Dominion would be required to satisfy such obligation. Dominion and its subsidiaries receive similar guarantees as collateral for credit extended to others.

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

(5) Guarantees related to certain DEI subsidiaries’ potential retrospective premiums that could be assessed if there is a nuclear incident under Dominion’s nuclear insurance programs and guarantees for a DEI subsidiary’s and Virginia Power’s commitment to buy nuclear fuel. Additionally, as of June 30, 2010, Dominion had agreements to provide up to $150 million and $60 million to two DEI subsidiaries to pay the operating expenses of Millstone and Kewaunee, respectively, in the event of a prolonged outage, as part of satisfying certain NRC requirements concerned with ensuring adequate funding for the operations of nuclear power stations.

(6) Guarantees related to other miscellaneous contractual obligations such as leases, environmental obligations and construction projects. Also includes guarantees related to certain DEI subsidiaries’ obligations for equity capital contributions and energy generation associated with Fowler Ridge and NedPower.

Virginia Power

As of June 30, 2010, Virginia Power had issued $16 million of guarantees primarily to support tax-exempt debt issued through conduits. No significant amounts related to these guarantees have been recorded.

Spent Nuclear Fuel

Under provisions of the Nuclear Waste Policy Act of 1982, Dominion and Virginia Power entered into contracts with the DOE for the disposal of spent nuclear fuel. The DOE failed to begin accepting the spent fuel on January 31, 1998, the date provided by the Nuclear Waste Policy Act and by the Companies’ contracts with the DOE.

In January 2004, Dominion and Virginia Power filed lawsuits in the U.S. Court of Federal Claims against the DOE requesting damages in connection with its failure to commence accepting spent nuclear fuel. In October 2008, the court issued an opinion and order for Dominion in the amount of approximately $155 million, which includes approximately $112 million in damages incurred by Virginia Power for spent nuclear fuel-related costs at Surry and North Anna and approximately $43 million in damages incurred for spent nuclear fuel-related costs at Millstone through June 30, 2006. In December 2008, the government appealed the judgment to the U. S. Court of Appeals for the Federal Circuit and the appeal was docketed. In March 2009, the Federal Circuit granted the government’s request to stay the appeal. In May 2010, the stay was lifted, and the government’s initial brief in the appeal was filed in June 2010. The issues raised by the government on appeal pertain to the damages awarded to Dominion for Millstone. The government did not take issue with the damages awarded to Virginia Power for Surry or North Anna. As a result, Virginia Power recognized a receivable in the amount of $174 million, largely offset against property, plant and equipment and regulatory assets and liabilities, representing certain spent nuclear fuel-related costs incurred through June 30, 2010. Briefing on the appeal and oral argument before the court is expected to be concluded in 2010. Payment of any damages will not occur until the appeal process has been resolved.

A lawsuit was also filed for Kewaunee, and that lawsuit is presently stayed through August 25, 2010. In June 2010, Dominion Energy Kewaunee, Inc. made a formal offer of settlement to the Authorized Representative of the Attorney General for resolution of claims incurred at Kewaunee prior to December 31, 2008. That offer has not yet been formally accepted by the government, and will not be effective until such formal acceptance is received. Dominion, however, believes it is probable that its offer will be accepted by the government. As a result, Dominion recognized a receivable in the amount of $23 million, largely offset against property, plant and equipment, for certain spent nuclear fuel-related costs incurred through June 30, 2010.

The recognition of these receivables did not materially impact the Companies’ results of operations. The Companies will continue to manage their spent nuclear fuel until it is accepted by the DOE.

Surety Bonds and Letters of Credit

As of June 30, 2010, Dominion had purchased $91 million of surety bonds, including $40 million at Virginia Power, and authorized the issuance of standby letters of credit by financial institutions of $169 million, including $88 million at Virginia Power, to facilitate commercial transactions by its subsidiaries with third parties. Under the terms of the surety bonds, the Companies are obligated to indemnify the respective surety bond company for any amounts paid.

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Environmental Matters

In December 2009, the EPA issued Final Endangerment and Cause or Contribute Findings for Greenhouse Gases Under Section 202(a) of the Clean Air Act, finding that GHGs “endanger both the public health and the public welfare of current and future generations.” In April 2010, the EPA and the U.S. Department of Transportation issued final rules (Final Rulemaking To Establish Light-Duty Vehicle Greenhouse Gas Emission Standards and Corporate Average Fuel Economy Standards) that will reduce GHG emissions and improve fuel economy for new cars and trucks sold in the U.S. When these rules take effect in January 2011, they will establish GHG emissions as regulated pollutants under the CAA. In May 2010, the EPA issued the Final Prevention of Significant Deterioration and Title V Greenhouse Gas Tailoring Rule that, combined with these prior actions, will require Dominion and Virginia Power to obtain permits for GHG emissions for new and modified facilities over certain size thresholds, and meet best available control technology for GHG emissions beginning in 2011. The EPA is planning to establish guidance for GHG permitting, including best available control technology. These regulations may affect capital costs, or create significant permitting delays, for new or modified facilities that emit GHGs.

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, 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. In September 2009, the hazardous emissions air permit was amended by the Virginia Department of Environmental Quality to comply with the Richmond Circuit Court Order. The permit amendment does not impact the project. In October 2009, SELC filed a Notice of Appeal of the court’s Order regarding the initial air permit with the Richmond Circuit Court, initiating the appeals process to the Virginia Court of Appeals. In May 2010, the Court of Appeals affirmed the Circuit Court’s opinion in the appeal of the Virginia City Hybrid Energy Center’s air permit. SELC did not further appeal the Court of Appeals decision to the Supreme Court of Virginia. These actions do not impact the project’s construction.

In May 2010, Dominion received a request for information pursuant to Section 114 of the CAA from the EPA. The request concerns historical operating changes and capital improvements undertaken at Brayton Point and Salem Harbor. Dominion is currently in the process of responding to the request and cannot predict the outcome of this matter.

The EPA has finalized rules establishing a new 1-hour NAAQS for NO ₂ (January 2010) and a new 1-hour NAAQS for SO₂ (June 2010), which could require additional NO_X and SO₂ controls in certain areas where the Companies operate. Until the states have developed implementation plans for these standards, the impact on Dominion’s or Virginia Power’s facilities that emit NO_X and SO₂ is uncertain. However, based on a preliminary assessment, Dominion has determined that the new 1-hour SO₂ NAAQS will likely require significant future capital expenditures at State Line, and has recorded an impairment charge on this facility as detailed in Note 9. In January 2010, the EPA proposed a new, more stringent NAAQS for ozone and in July 2010, the EPA announced a proposed new rule, called the “Transport Rule,” which will eventually replace the current “Clean Air Interstate Rule” and as proposed requires significant reductions in SO₂ and NO_X emissions. Until the ozone rulemaking is complete and states have developed implementation plans for the new standard, it is not possible to determine the impact on Dominion’s or Virginia Power’s facilities that emit NO_X. The Companies are studying the newly proposed Transport Rule and cannot currently predict whether the new proposed rule will ultimately require additional controls.

In June 2010, the EPA proposed regulations for coal combustion byproducts. The EPA is considering two possible options for the regulation of coal combustion byproducts. Both options fall under the RCRA. Under the first proposal, the EPA would list these byproducts as special wastes subject to regulation under subtitle C, the hazardous waste provisions of the RCRA, when destined for disposal at landfills or surface impoundments. Under the second proposal, the EPA would regulate coal combustion byproducts under subtitle D of the RCRA, the section for non-hazardous wastes. Regulation under either option will affect Dominion’s and Virginia Power’s disposal facilities and potentially require material investments. The Companies cannot currently predict the outcome of this matter.

In June 2010, the Conservation Law Foundation and Healthlink, Inc., filed a Complaint in the District Court of Massachusetts against Dominion Energy New England, Inc. alleging that Salem Harbor Units 1, 2, 3, and 4 have been and are in violation of visible emissions standards and monitoring requirements of the Massachusetts State Implementation Plan and the station’s state and federal operating permits. Dominion is evaluating the claims and cannot predict the outcome of this lawsuit at this time.

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In October 2007, the Virginia State Water Control Board issued a VPDES permit for North Anna. The BREDL, and other persons, appealed the Virginia State Water Control 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 Virginia State Water Control Board was required to regulate the thermal discharge from North Anna into the waste heat treatment facility. Virginia Power 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, Virginia Power filed a Notice of Appeal of the court’s Order with the Richmond Circuit Court, initiating the appeals process to the Virginia Court of Appeals. In June 2010, the Virginia Court of Appeals reversed the Richmond Circuit Court’s September 2009 order. The Virginia Court of Appeals held that the lower court had applied the wrong standard of review, and that the Virginia State Water Control Board’s determination not to regulate the station’s thermal discharge into the waste heat treatment facility was lawful. BREDL and the other original appellants can seek review of the Court of Appeals’ decision by the Supreme Court of Virginia within thirty days.

Note 16. Credit Risk

Credit risk is the risk of financial loss if counterparties fail to perform their contractual obligations. In order to minimize overall credit risk, credit policies are maintained, 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. In addition, counterparties may make available collateral, including letters of credit or cash held as margin deposits, as a result of exceeding agreed-upon credit limits, or may be required to prepay the transaction. Dominion and Virginia Power maintain a provision for credit losses based on factors surrounding the credit risk of their customers, historical trends and other information. Management believes, based on credit policies and the provision for credit losses, that it is unlikely that a material adverse effect on financial position, results of operations or cash flows would occur as a result of counterparty nonperformance.

Dominion

As a diversified energy company, Dominion transacts 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 Texas. Dominion does not believe that this geographic concentration contributes significantly to its overall exposure to credit risk. In addition, as a result of its large and diverse customer base, Dominion is not exposed to a significant concentration of credit risk for receivables arising from electric and gas utility operations.

Dominion’s exposure to credit risk is concentrated primarily within its energy marketing and price risk management activities, as Dominion transacts 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 June 30, 2010, Dominion’s gross credit exposure totaled $749 million. After the application of collateral, credit exposure is reduced to $651 million. Of this amount, investment grade counterparties, including those internally rated, represented 87%. Two counterparty exposures are greater than 10% of Dominion’s total exposure, one representing 10% and the other 11%, both of which are large financial institutions rated investment grade.

The majority of Dominion’s derivative instruments contain credit-related contingent provisions. These provisions require Dominion 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 June 30, 2010 and December 31, 2009, Dominion would have been required to post an additional $58 million and $36 million, respectively, of collateral to its 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. Dominion had posted $36 million in collateral, including $13 million of letters of credit at June 30, 2010 and $62 million in collateral, including $48 million of letters of credit at December 31, 2009, 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 June 30, 2010 and December 31, 2009 is $170 million and $181 million, respectively, and does not include the impact of any offsetting asset positions. See Note 10 for further information about derivative instruments.

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Virginia Power

Virginia Power sells electricity and provides distribution and transmission services to customers in Virginia and northeastern North Carolina. Management believes that this geographic concentration risk is mitigated by the diversity of Virginia Power’s customer base, which includes residential, commercial and industrial customers, as well as rural electric cooperatives and municipalities. Credit risk associated with trade accounts receivable from energy consumers is limited due to the large number of customers. Virginia Power’s exposure to potential concentrations of credit risk results primarily from sales to wholesale customers. Virginia Power’s 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 June 30, 2010, Virginia Power’s gross credit exposure totaled $25 million. After the application of collateral, credit exposure is reduced to $12 million. Of this amount, investment grade counterparties, including those internally rated, represented $3 million, and no single counterparty, whether investment grade or non-investment grade, exceeded $7 million of exposure.

Certain of Virginia Power’s derivative instruments contain credit-related contingent provisions. These provisions require Virginia Power 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 June 30, 2010 and December 31, 2009, Virginia Power would have been required to post an additional $2 million of collateral to its 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 June 30, 2010 and December 31, 2009, Virginia Power had not posted any collateral related to derivatives with credit-related contingent provisions that are in a liability position and not fully collateralized with cash. 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 June 30, 2010 and December 31, 2009 is $3 million and $2 million, respectively, and does not include the impact of any offsetting asset positions. See Note 10 for further information about derivative instruments.

Note 17. Related Party Transactions

Virginia Power engages in related party transactions primarily with other Dominion subsidiaries (affiliates). Virginia Power’s receivable and payable balances with affiliates are settled based on contractual terms or on a monthly basis, depending on the nature of the underlying transactions. Virginia Power is included in Dominion’s consolidated federal income tax return and participates in certain Dominion benefit plans. A discussion of other significant related party transactions follows.

Transactions with Affiliates

Virginia Power transacts with affiliates for certain quantities of natural gas and other commodities in the ordinary course of business. Virginia Power also enters into certain commodity derivative contracts with affiliates. Virginia Power uses these contracts, which are principally comprised of commodity swaps, to manage commodity price risks associated with purchases of natural gas. Virginia Power designates the majority of these contracts as cash flow hedges for accounting purposes.

DRS provides accounting, legal, finance and certain administrative and technical services to Virginia Power.

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Presented below are significant Virginia Power transactions with DRS and other affiliates:

	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009
(millions)
Commodity purchases from affiliates	$	89	$	55	$	156	$	154
Services provided by affiliates		108		100		249		201

Virginia Power’s short-term demand note borrowings from Dominion were $763 million at June 30, 2010.

In March 2010, Virginia Power issued 14,600 shares of its common stock to Dominion reflecting the conversion of approximately $433 million of short-term demand note borrowings from Dominion to equity.

Note 18. Employee Benefit Plans

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

	Pension Benefits						Other Postretirement Benefits
	2010			2009			2010			2009
(millions)
Three Months Ended June 30,
Service cost	$	25		$	27		$	14		$	15
Interest cost		68			62			25			25
Expected return on plan assets		(106	)		(102	)		(18	)		(14	)
Amortization of prior service cost (credit)		1			1			(1	)		(2	)
Amortization of net loss		15			10			3			8
Settlements and curtailments		—			2			(1	)		—
Special termination benefits		1			2			—			—
Net periodic benefit cost	$	4		$	2		$	22		$	32
Six Months Ended June 30,
Service cost	$	52		$	53		$	28		$	30
Interest cost		134			125			50			50
Expected return on plan assets		(205	)		(203	)		(35	)		(28	)
Amortization of prior service cost (credit)		2			2			(3	)		(4	)
Amortization of net loss		30			19			6			15
Settlements and curtailments(1)		84			2			37			—
Special termination benefits(2)		10			2			1			—
Net periodic benefit cost	$	107		$	—		$	84		$	63

(1) Relates to the sale of Peoples and a workforce reduction program.

(2) Represents a one-time special termination benefit for certain employees in connection with a workforce reduction program.

Employer Contributions

During the six months ended June 30, 2010, Dominion contributed $250 million to its defined benefit pension plans. Virginia Power’s portion of this contribution was $119 million. Dominion made no contributions to its other postretirement benefit plans during the six months ended June 30, 2010, but expects to contribute approximately $56 million, of which Virginia Power’s portion is expected to be $35 million, to its other postretirement benefit plans through Voluntary Employees’ Beneficiary Associations during the remainder of 2010.

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Note 19. Operating Segments

Dominion and Virginia Power are organized primarily on the basis of products and services sold in the U.S. A description of the operations included in the Companies’ primary operating segments is as follows:

Primary Operating Segment	Description of Operations	Dominion	Virginia Power
DVP	Regulated electric distribution	X	X
	Regulated electric transmission	X	X
	Nonregulated retail energy marketing (electric and gas)	X
Dominion Generation	Regulated electric fleet	X	X
	Merchant electric fleet	X
Dominion Energy	Gas transmission and storage	X
	Gas distribution	X
	LNG import and storage	X
	Producer services	X

In addition to the operating segments above, the Companies also report a Corporate and Other segment.

The Corporate and Other Segment of Dominion includes its corporate, service company and other functions (including unallocated debt) and certain specific items that are not included in profit measures evaluated by executive management in assessing segment performance or allocating resources among the segments.

In the six months ended June 30, 2010, Dominion reported after-tax net benefits of $933 million for specific items in the Corporate and Other segment, with $1.1 billion of these net benefits attributable to its operating segments. In the six months ended June 30, 2009, Dominion reported after-tax net expenses of $276 million for specific items in the Corporate and Other segment, with $274 million of these net expenses attributable to its operating segments.

The net benefits for specific items in 2010 primarily related to the impact of the following items:

• A $2.5 billion ($1.4 billion after-tax) benefit resulting from the gain on the sale of substantially all of Dominion’s Appalachian E&P operations net of charges related to the divestiture, attributable to Dominion Energy; partially offset by

• A $338 million ($206 million after-tax) charge primarily reflecting severance pay and other benefits related to a workforce reduction program, attributable to:

• DVP ($67 million after-tax);

• Dominion Energy ($24 million after-tax); and

• Dominion Generation ($115 million after-tax);

• A $134 million ($147 million after-tax) loss from the discontinued operations of Peoples primarily reflecting a net loss on the sale; attributable to the Corporate and Other segment; and

• A $163 million ($95 million after-tax) impairment charge at State Line to reflect the estimated fair value of the power station, attributable to Dominion Generation.

The net expenses for specific items in 2009 primarily related to the impact of the following items:

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

• A $64 million ($38 million after-tax) net loss on investments held in nuclear decommissioning trust funds, attributable to Dominion Generation; 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 Corporate and Other Segment of Virginia Power primarily includes certain specific items that are not included in profit measures evaluated by executive management in assessing segment performance or allocating resources among the segments. In the six months ended June 30, 2010 and 2009, Virginia Power reported after-tax net expenses of $141 million and $6 million, respectively, for specific items attributable to its operating segments in the Corporate and Other segment.

PAGE    43

The net expenses for specific items in 2010 primarily related to the impact of the following:

• A $202 million ($123 million after-tax) charge primarily reflecting severance pay and other benefits related to a workforce reduction program, attributable to:

• DVP ($63 million after-tax); and

• Dominion Generation ($60 million after-tax).

The following table presents segment information pertaining to Dominion’s operations:

	DVP		Dominion Generation		Dominion Energy		Corporate and Other			Adjustments/ Eliminations			Consolidated Total
(millions)
Three Months Ended June 30, 2010
Total revenue from external customers	$	787	$	1,831	$	450	$	(6	)	$	271		$	3,333
Intersegment revenue		19		108		294		167			(588	)		—
Total operating revenue		806		1,939		744		161			(317	)		3,333
Income from discontinued operations, net of tax		—		—		—		2			—			2
Net income attributable to Dominion		112		276		86		1,287			—			1,761
2009
Total revenue from external customers	$	660	$	2,019	$	457	$	(1	)	$	271		$	3,406
Intersegment revenue		20		95		328		162			(605	)		—
Total operating revenue		680		2,114		785		161			(334	)		3,406
Loss from discontinued operations, net of tax		—		—		—		(15	)		—			(15	)
Net income attributable to Dominion		82		270		102		—			—			454
Six Months Ended June 30,
2010
Total revenue from external customers	$	1,790	$	3,809	$	1,300	$	34		$	568		$	7,501
Intersegment revenue		107		210		567		399			(1,283	)		—
Total operating revenue		1,897		4,019		1,867		433			(715	)		7,501
Loss from discontinued operations, net of tax		—		—		—		(147	)		—			(147	)
Net income attributable to Dominion		226		601		261		847			—			1,935
2009
Total revenue from external customers	$	1,649	$	4,281	$	1,493	$	(22	)	$	591		$	7,992
Intersegment revenue		83		161		641		350			(1,235	)		—
Total operating revenue		1,732		4,442		2,134		328			(644	)		7,992
Loss from discontinued operations, net of tax		—		—		—		(6	)		—			(6	)
Net income (loss) attributable to Dominion		197		639		279		(413	)		—			702

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

PAGE    44

The following table presents segment information pertaining to Virginia Power’s operations:

	DVP		Dominion Generation		Corporate and Other			Consolidated Total
(millions)
Three Months Ended June 30,
2010
Operating revenue	$	398	$	1,313	$	—		$	1,711
Net income		105		160		2			267
2009
Operating revenue	$	353	$	1,322	$	—		$	1,675
Net income		76		72		1			149
Six Months Ended June 30,
2010
Operating revenue	$	800	$	2,650	$	—		$	3,450
Net income (loss)		198		303		(139	)		362
2009
Operating revenue	$	733	$	2,801	$	—		$	3,534
Net income (loss)		166		193		(6	)		353

PAGE    45

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

MD&A discusses Dominion’s and Virginia Power’s results of operations and general financial condition. MD&A should be read in conjunction with the Companies’ Consolidated Financial Statements.

Contents of MD&A

MD&A consists of the following information:

• Forward-Looking Statements

• Accounting Matters

• Dominion

• Results of Operations

• Segment Results of Operations

• Virginia Power

• Results of Operations

• Segment Results of Operations

• Liquidity and Capital Resources

• Future Issues and Other Matters

Forward-Looking Statements

This report contains statements concerning Dominion’s and Virginia Power’s 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.

Dominion and Virginia Power 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 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 GHGs 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;

• Unplanned outages of the Companies’ generation facilities;

• Fluctuations in energy-related commodity prices and the effect these could have on Dominion’s earnings and Dominion’s and Virginia Power’s liquidity position and the underlying value of their assets;

• Counterparty credit risk;

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

• Risks associated with Virginia Power’s membership and participation in PJM related to obligations created by the default of other participants;

• Price risk due to investments held in nuclear decommissioning trusts by Dominion and Virginia Power and in benefit plan trusts by Dominion;

• 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;

PAGE    46

• Changes in rules for RTOs and independent system operators in which Dominion and Virginia Power participate, including changes in rate designs and new and evolving capacity models;

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

• Changes to regulated electric rates collected by Virginia Power;

• Changes to regulated electric transmission rates collected by Virginia Power and regulated gas distribution, transportation and storage rates, including LNG storage, collected by Dominion;

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

• The inability to complete planned construction projects within the terms and time frames initially anticipated; 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 Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009.

Dominion’s and Virginia Power’s forward-looking statements are based on beliefs and assumptions using information available at the time the statements are made. The Companies caution the reader not to place undue reliance on their forward-looking statements because the assumptions, beliefs, expectations and projections about future events may, and often do, differ materially from actual results. Dominion and Virginia Power 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 June 30, 2010, there have been no significant changes with regard to the critical accounting policies and estimates disclosed in MD&A in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009, other than the accounting for gas and oil operations, which is no longer a critical accounting policy due to the sale of substantially all of Dominion’s Appalachian E&P operations. The other policies disclosed included the accounting for regulated operations, AROs, income taxes, derivative contracts and other instruments at fair value, goodwill and long-lived asset impairment testing, employee benefit plans and unbilled revenue.

Other

See Note 9 to Dominion’s and Virginia Power’s Consolidated Financial Statements for information on fair value measurements.

Dominion

Results of Operations

Presented below is a summary of Dominion’s consolidated results:

	2010		2009		$ Change
(millions, except EPS)
Second Quarter
Net income attributable to Dominion	$	1,761	$	454	$	1,307
Diluted EPS		2.98		0.76		2.22
Year-To-Date
Net income attributable to Dominion	$	1,935	$	702	$	1,233
Diluted EPS		3.25		1.19		2.06

Overview

Second Quarter 2010 vs. 2009

Net income attributable to Dominion increased by $1.3 billion. Favorable drivers include a gain on the sale of Dominion’s Appalachian E&P operations and the impact of favorable weather on electric utility operations. Unfavorable drivers include an impairment charge related to State Line and lower margins from merchant generation operations.

Year-to-Date 2010 vs. 2009

Net income attributable to Dominion increased by $1.2 billion. Favorable drivers include a gain on the sale of Dominion’s Appalachian E&P operations and lower ceiling test impairment charges related to these properties. Unfavorable drivers include charges related to a workforce reduction program, a loss on the sale of Peoples, lower margins from merchant generation operations and an impairment charge related to State Line.

PAGE    47

Analysis of Consolidated Operations

Presented below are selected amounts related to Dominion’s results of operations.

	Second Quarter									Year-To-Date
	2010			2009			$ Change			2010			2009			$ Change
(millions)
Operating revenue	$	3,333		$	3,406		$	(73	)	$	7,501		$	7,992		$	(491	)
Electric fuel and other energy-related purchases		956			998			(42	)		1,984			2,139			(155	)
Purchased electric capacity		109			105			4			217			213			4
Purchased gas		391			351			40			1,183			1,358			(175	)
Net revenue		1,877			1,952			(75	)		4,117			4,282			(165	)
Other operations and maintenance		853			685			168			1,921			1,919			2
Depreciation, depletion and amortization		262			271			(9	)		531			550			(19	)
Other taxes		119			107			12			288			260			28
Gain on sale of Appalachian E&P operations		2,467			—			2,467			2,467			—			2,467
Other income (loss)		(25	)		69			(94	)		46			8			38
Interest and related charges		188			220			(32	)		371			439			(68	)
Income tax expense		1,134			265			869			1,429			406			1,023
Income (loss) from discontinued operations		2			(15	)		17			(147	)		(6	)		(141	)

An analysis of Dominion’s results of operations follows:

Second Quarter 2010 vs. 2009

Net revenue decreased 4%, primarily reflecting:

• A $142 million decrease from merchant generation operations, primarily reflecting a $109 million decrease due to lower volumes resulting primarily from higher scheduled nuclear refueling outage days and a $30 million decrease in realized prices;

• A $44 million decrease from E&P operations primarily reflecting the sale of Dominion’s Appalachian E&P business in April 2010; and

• A $30 million decrease from producer services primarily related to unfavorable price changes on economic hedging positions and lower physical margins all associated with natural gas aggregation, marketing and trading activities.

These decreases were partially offset by:

• A $128 million increase from electric utility operations primarily due to an increase in cooling degree days ($65 million) and the impact of Riders C1 and C2, R, S and T ($57 million); and

• A $22 million increase from regulated gas distribution operations, primarily reflecting increased rider revenue associated with the recovery of deferred bad debt expense which is offset in other operations and maintenance expense.

Other operations and maintenance increased 25%, primarily reflecting a $163 million impairment charge related to State Line.

Other taxes increased 11% primarily due to additional property tax from increased investments and higher rates, as well as an increase in gross receipts tax due to new non-regulated retail energy customers.

Gain on sale of Appalachian E&P operations reflects a gain on the sale of Dominion’s Appalachian E&P business in April 2010, as described in Note 3 to the Consolidated Financial Statements in this report.

Other income (loss) was a loss of $25 million for the second quarter of 2010 versus income of $69 million for the second quarter of 2009 primarily due to lower net realized gains (including investment income) on nuclear decommissioning trust funds ($42 million) and a $50 million charitable contribution in 2010.

Interest and related charges decreased 15%, primarily due to a benefit resulting from the discontinuance of hedge accounting for certain interest rate hedges ($70 million) partially offset by subsequent changes in fair value of these interest rate derivatives ($37 million).

PAGE    48

Income tax expense increased $869 million, primarily reflecting higher federal and state taxes largely due to the gain on the sale of Dominion’s Appalachian E&P business.

Income (loss) from discontinued operations reflects income of $2 million for the second quarter of 2010 versus a loss of $15 million for the second quarter of 2009, primarily reflecting the net impact of Peoples’ 2009 interim income tax provision and income from operations.

Year-to-Date 2010 vs. 2009

Net revenue decreased 4%, primarily reflecting:

• A $240 million decrease from merchant generation operations, primarily reflecting a $116 million decrease due to lower volumes resulting primarily from higher scheduled nuclear refueling outage days and a $103 million decrease in realized prices;

• A $68 million decrease from E&P operations primarily reflecting the sale of Dominion’s Appalachian E&P business and the February 2009 expiration of VPP royalty interests; and

• A $56 million decrease from producer services primarily related to less favorable price changes on economic hedging positions and lower physical margins all associated with natural gas aggregation, marketing and trading activities.

These decreases were partially offset by:

• A $171 million increase from electric utility operations, primarily due to the net impact of Riders C1 and C2, R, S and T ($118 million), and an increase in cooling degree days ($83 million), partially offset by a $28 million decrease due to the impact of unfavorable economic conditions on customer usage and other factors; and

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

Other operations and maintenance primarily reflects costs related to a workforce reduction program ($274 million) and an impairment charge related to State Line ($163 million), offset by a decrease in ceiling test impairment charges related to the carrying value of Dominion’s E&P properties ($434 million).

Other taxes increased 11% primarily due to higher payroll taxes associated with a workforce reduction program and additional property tax due to increased investments and higher rates.

Gain on sale of Appalachian E&P operations reflects a gain on the sale of Dominion’s Appalachian E&P operations, as described in Note 3 to the Consolidated Financial Statements in this report.

Other income (loss) increased $38 million, primarily reflecting higher net realized gains (including investment income) on nuclear decommissioning trust funds ($62 million) and the absence of an impairment loss on an equity method investment ($23 million), partially offset by an increase in charitable contributions ($48 million).

Interest and related charges decreased 15%, primarily due to a benefit resulting from the discontinuance of hedge accounting for certain interest rate hedges ($110 million) partially offset by subsequent changes in fair value of these interest rate derivatives ($37 million).

Income tax expense increased $1 billion, primarily reflecting higher federal and state taxes largely due to the gain on the sale of Dominion’s Appalachian E&P business.

Income (loss) from discontinued operations primarily reflects a loss on the sale of Peoples.

PAGE    49

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 Dominion’s operating segments to net income attributable to Dominion:

	Net Income attributable to Dominion								Diluted EPS
Second Quarter	2010		2009			$ Change			2010		2009			$ Change
(millions, except EPS)
DVP	$	112	$	82		$	30		$	0.19	$	0.14		$	0.05
Dominion Generation		276		270			6			0.47		0.46			0.01
Dominion Energy		86		102			(16	)		0.14		0.17			(0.03	)
Primary operating segments		474		454			20			0.80		0.77			0.03
Corporate and Other		1,287		—			1,287			2.18		(0.01	)		2.19
Consolidated	$	1,761	$	454		$	1,307		$	2.98	$	0.76		$	2.22
Year-To-Date
DVP	$	226	$	197		$	29		$	0.38	$	0.33		$	0.05
Dominion Generation		601		639			(38	)		1.01		1.08			(0.07	)
Dominion Energy		261		279			(18	)		0.44		0.48			(0.04	)
Primary operating segments		1,088		1,115			(27	)		1.83		1.89			(0.06	)
Corporate and Other		847		(413	)		1,260			1.42		(0.70	)		2.12
Consolidated	$	1,935	$	702		$	1,233		$	3.25	$	1.19		$	2.06

DVP

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

	Second Quarter				Year-To-Date
	2010	2009	% Change		2010	2009	% Change
Electricity delivered (million MWh)	20.0	19.0	5	%	41.2	40.3	2	%
Degree days (electric distribution service area):
Cooling(1)	724	459	58		724	463	56
Heating(2)	197	294	(33	)	2,323	2,457	(5	)
Average electric distribution customer accounts (thousands)(3)	2,420	2,401	1		2,419	2,400	1
Average retail energy marketing customer accounts (thousands)(3)	2,046	1,725	19		1,996	1,679	19

(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    50

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

	Second Quarter 2010 vs. 2009 Increase (Decrease)					Year-To-Date 2010 vs. 2009 Increase (Decrease)
	Amount			EPS		Amount			EPS
(millions, except EPS)
Regulated electric sales:
Weather	$	13		$	0.02	$	17		$	0.03
FERC transmission rates		10			0.02		19			0.03
Other		—			—		(5	)		(0.01	)
Interest expense		2			—		3			—
Storm damage and service restoration – electric distribution operations		(1	)		—		(7	)		(0.01	)
Retail energy marketing operations		—			—		(3	)		—
Other(1)		6			0.01		5			0.01
Change in net income contribution	$	30		$	0.05	$	29		$	0.05

(1) Primarily reflects lower operations and maintenance largely due to a reduction in salaries, wages and benefits expense associated with a workforce reduction program.

Dominion Generation

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

	Second Quarter				Year-To-Date
	2010	2009	% Change		2010	2009	% Change
Electricity supplied (million MWh):
Utility	20.0	19.0	5	%	41.2	40.3	2	%
Merchant	10.5	12.1	(13	)	22.9	24.7	(7	)
Degree days (electric utility service area):
Cooling	724	459	58		724	463	56
Heating	197	294	(33	)	2,323	2,457	(5	)

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

	Second Quarter 2010 vs. 2009 Increase (Decrease)						Year-To-Date 2010 vs. 2009 Increase (Decrease)
	Amount			EPS			Amount			EPS
(millions, except EPS)
Regulated electric sales:
Weather	$	27		$	0.05		$	34		$	0.06
Rate adjustment clauses		20			0.03			45			0.08
Other		—			—			(8	)		(0.02	)
Outage costs		13			0.02			22			0.04
PJM ancillary service revenue		12			0.02			13			0.02
Interest expense		5			0.01			9			0.02
Merchant generation margin		(92	)		(0.16	)		(163	)		(0.28	)
Other(1)		21			0.04			10			0.02
Share dilution		—			—			—			(0.01	)
Change in net income contribution	$	6		$	0.01		$	(38	)	$	(0.07	)

(1) Primarily reflects lower operations and maintenance largely due to a reduction in salaries, wages and benefits expense associated with a workforce reduction program.

PAGE    51

Dominion Energy

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

	Second Quarter						Year-To-Date
	2010		2009		% Change		2010		2009		% Change
Gas distribution throughput (bcf):
Sales		4		4	—	%		19		31	(39	)%
Transportation		37		32	16			136		119	14
Heating degree days (gas distribution service area)		436		649	(33	)		3,383		3,749	(10	)
Average gas distribution customer accounts (thousands)(1):
Sales		257		293	(12	)		260		371	(30	)
Transportation		1,047		1,019	3			1,050		946	11
Production(2) (bcfe):		5.2		12.0	(57	)		17.4		26.4	(34	)
Average realized prices without hedging results (per mcfe)	$	4.10	$	3.58	15		$	4.99	$	4.37	14
Average realized prices with hedging results (per mcfe)		6.49		7.14	(9	)		6.51		7.55	(14	)
DD&A (unit of production rate per mcfe)		1.06		1.39	(24	)		1.26		1.67	(25	)
Average production (lifting) cost (per mcfe)		1.33		1.26	6			1.34		1.25	7

(1) Period average.

(2) Includes natural gas, NGLs and oil. Production includes 2.3 bcfe for the year-to-date period ended June 30, 2009 associated with the VPP royalty interests. There was no production related to VPPs for the quarter ended June 30, 2009 or the quarter and year-to-date periods ended June 30, 2010 due to the expiration of these interests in February 2009.

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

	Second Quarter 2010 vs. 2009 Increase (Decrease)						Year-To-Date 2010 vs. 2009 Increase (Decrease)
	Amount			EPS			Amount			EPS
(millions, except EPS)
Producer services	$	(12	)	$	(0.02	)	$	(28	)	$	(0.05	)
E&P disposed operations		(9	)		(0.02	)		(9	)		(0.02	)
Expired E&P VPP royalty interests		—			—			(12	)		(0.02	)
Cove Point expansion revenue		—			—			20			0.03
Gas distribution margin:
Weather		(1	)		—			(3	)		—
AMR and PIR revenue(1)		3			—			5			0.01
Other		6			0.01			5			0.01
Other		(3	)		—			4			—
Change in net income contribution	$	(16	)	$	(0.03	)	$	(18	)	$	(0.04	)

(1) Primarily reflects an allowed return on investment through the AMR and PIR programs.

PAGE    52

Corporate and Other

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

	Second Quarter								Year-To-Date
	2010			2009			$ Change		2010			2009			$ Change
(millions, except EPS)
Specific items attributable to operating segments	$	1,280		$	61		$	1,219	$	1,065		$	(274	)	$	1,339
Specific items attributable to corporate operations:
Peoples discontinued operations		2			(15	)		17		(147	)		(6	)		(141	)
Other		53			4			49		15			4			11
Total specific items		1,335			50			1,285		933			(276	)		1,209
Other corporate operations		(48	)		(50	)		2		(86	)		(137	)		51
Total net benefit (expense)	$	1,287		$	—		$	1,287	$	847		$	(413	)	$	1,260
EPS impact	$	2.18		$	(0.01	)	$	2.19	$	1.42		$	(0.70	)	$	2.12

Total Specific Items

Corporate and Other includes specific items that are not included in profit measures evaluated by management in assessing segment performance or in allocating resources among the segments. See Note 19 to the Consolidated Financial Statements for discussion of these items.

Other Corporate Operations

Second Quarter 2010 vs. 2009

Net expenses decreased $2 million primarily reflecting a $14 million benefit resulting largely from the discontinuance of hedge accounting and subsequent changes in fair value of certain interest rate derivatives, partially offset by a $12 million reduction in consolidated tax benefits that are not attributed to the operating segments.

Year-to-Date 2010 vs. 2009

Net expenses decreased $51 million primarily due to a $41 million benefit resulting from the discontinuance of hedge accounting and subsequent changes in fair value of certain interest rate derivatives and a $14 million increase in consolidated tax benefits that are not attributed to the operating segments.

Virginia Power

Results of Operations

Presented below is a summary of Virginia Power’s consolidated results:

	Second Quarter						Year-To-Date
	2010		2009		$ Change		2010		2009		$ Change
(millions)
Net income	$	267	$	149	$	118	$	362	$	353	$	9

Overview

Second Quarter 2010 vs. 2009

Net income increased 79%, primarily reflecting the impact of favorable weather and lower outage costs.

Year-To-Date 2010 vs. 2009

Net income increased 3%, primarily reflecting the combined effects of favorable weather and lower outage costs, partially offset by charges related to a workforce reduction program.

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Analysis of Consolidated Operations

Presented below are selected amounts related to Virginia Power’s results of operations:

	Second Quarter							Year-To-Date
	2010		2009		$ Change			2010		2009		$ Change
(millions)
Operating revenue	$	1,711	$	1,675	$	36		$	3,450	$	3,534	$	(84	)
Electric fuel and other energy-related purchases		589		685		(96	)		1,221		1,479		(258	)
Purchased electric capacity		108		104		4			215		212		3
Net revenue		1,014		886		128			2,014		1,843		171
Other operations and maintenance		317		381		(64	)		836		728		108
Depreciation and amortization		165		160		5			328		317		11
Other taxes		53		46		7			117		97		20
Other income		28		23		5			42		32		10
Interest and related charges		83		87		(4	)		171		174		(3	)
Income tax expense		157		86		71			242		206		36

An analysis of Virginia Power’s results of operations follows:

Second Quarter 2010 vs. 2009

Net revenue increased 14%, primarily reflecting an increase in sales to retail customers due to an increase in cooling degree days ($65 million) and the impact from Riders C1 and C2, R, S and T ($57 million).

Other operations and maintenance decreased 17%, primarily reflecting lower outage costs due to fewer scheduled outage days as compared to the prior year ($47 million) and a decrease in salaries, wages and benefits related to a workforce reduction program ($13 million).

Income tax expense increased 83%, primarily reflecting higher pre-tax income in 2010.

Year-to-Date 2010 vs. 2009

Net revenue increased 9%, primarily due to the net impact of Riders C1 and C2, R, S and T ($118 million) and an increase in cooling degree days ($83 million), partially offset by a $28 million decrease due to the impact of unfavorable economic conditions on customer usage and other factors.

Other operations and maintenance increased 15%, primarily reflecting costs related to a workforce reduction program ($177 million), partially offset by a decrease in outage costs due to fewer scheduled outage days as compared to the prior year ($57 million) and a decrease in bad debt expense ($12 million).

Other taxes increased 21% primarily due to higher payroll taxes associated with a workforce reduction program and additional property tax due to increased investments and higher rates.

Other income increased 31% primarily reflecting higher net realized gains (including investment income) on nuclear decommissioning trust funds ($8 million) and an increase in the equity component of allowance for funds used during construction as a result of construction and expansion projects ($6 million), partially offset by a decrease in other miscellaneous income ($4 million).

Income tax expense increased 17%, primarily reflecting higher pretax income ($17 million) and a charge related to 2010 health care law changes that eliminated tax deductions for a portion of certain retiree health care costs ($16 million).

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Segment Results of Operations

Presented below is a summary of contributions by Virginia Power’s operating segments to net income:

	Second Quarter						Year-To-Date
	2010		2009		$ Change		2010			2009			$ Change
(millions)
DVP	$	105	$	76	$	29	$	198		$	166		$	32
Dominion Generation		160		72		88		303			193			110
Primary operating segments		265		148		117		501			359			142
Corporate and Other		2		1		1		(139	)		(6	)		(133	)
Consolidated	$	267	$	149	$	118	$	362		$	353		$	9

DVP

Presented below are operating statistics related to Virginia Power’s DVP segment:

	Second Quarter				Year-To-Date
	2010	2009	% Change		2010	2009	% Change
Electricity delivered (million MWh)	20.0	19.0	5	%	41.2	40.3	2	%
Degree days (electric distribution service area):
Cooling	724	459	58		724	463	56
Heating	197	294	(33	)	2,323	2,457	(5	)
Average electric distribution customer accounts (thousands)(1)	2,420	2,401	1		2,419	2,400	1

(1) Period average.

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

	Second Quarter 2010 vs. 2009 Increase (Decrease)			Year-to-Date 2010 vs.  2009 Increase (Decrease)
(millions)
Regulated electric sales:
Weather	$	13		$	17
FERC transmission rates		10			19
Other		—			(5	)
Interest expense		2			3
Storm damage and service restoration – electric distribution operations		(1	)		(7	)
Other(1)		5			5
Change in net income contribution	$	29		$	32

(1) Primarily reflects lower operations and maintenance largely due to a reduction in salaries, wages and benefits expense associated with a workforce reduction program.

PAGE    55

Dominion Generation

Presented below are operating statistics related to Virginia Power’s Dominion Generation segment:

	Second Quarter				Year-To-Date
	2010	2009	% Change		2010	2009	% Change
Electricity supplied (million MWh):	20.0	19.0	5	%	41.2	40.3	2	%
Degree days (electric utility service area):
Cooling	724	459	58		724	463	56
Heating	197	294	(33	)	2,323	2,457	(5	)

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

	Second Quarter 2010 vs. 2009 Increase (Decrease)		Year-To-Date 2010 vs. 2009 Increase (Decrease)
(millions)
Regulated electric sales:
Weather	$	27	$	34
Rate adjustment clauses		20		45
Other		—		(8	)
Outage costs		29		35
PJM ancillary service revenue		12		13
Other		—		(9	)
Change in net income contribution	$	88	$	110

Corporate and Other

Corporate and Other includes specific items that are not included in profit measures evaluated by management in assessing segment performance or in allocating resources among the segments. See Note 19 to the Consolidated Financial Statements for discussion of these items.

Liquidity and Capital Resources

Dominion and Virginia Power 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. Net proceeds from the sale of Dominion’s Appalachian E&P operations will be used to offset substantially all of Dominion’s equity needs for 2010 and its market equity issuances for 2011, repurchase common stock, fund contributions to Dominion’s pension plans and the Dominion Foundation, reduce debt and offset the majority of the impact of Virginia Power’s rate case settlement.

At June 30, 2010, Dominion had $4.6 billion of unused capacity under its credit facilities, including $2.7 billion of unused capacity under a joint credit facility available to Virginia Power.

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A summary of Dominion’s cash flows is presented below:

	2010			2009
(millions)
Cash and cash equivalents at January 1(1)	$	50		$	71
Cash flows provided by (used in):
Operating activities		1,406			1,902
Investing activities		1,661			(1,788	)
Financing activities		(2,706	)		(119	)
Net increase (decrease) in cash and cash equivalents		361			(5	)
Cash and cash equivalents at June 30(2)	$	411		$	66

(1) 2010 and 2009 amounts include $2 million and $5 million, respectively, of cash classified as held for sale in Dominion’s Consolidated Balance Sheets.

(2) 2009 amount includes $2 million of cash classified as held for sale in Dominion’s Consolidated Balance Sheet.

A summary of Virginia Power’s cash flows is presented below:

	2010			2009
(millions)
Cash and cash equivalents at January 1	$	19		$	27
Cash flows provided by (used in):
Operating activities		559			911
Investing activities		(1,112	)		(1,257	)
Financing activities		549			348
Net increase (decrease) in cash and cash equivalents		(4	)		2
Cash and cash equivalents at June 30	$	15		$	29

Operating Cash Flows

Net cash provided by Dominion’s operating activities decreased by $496 million primarily due to lower deferred fuel and gas cost recoveries, a contribution to Dominion’s pension plans, lower margins in merchant generation operations and refunds related to the rate case settlement, partially offset by lower income tax payments, lower margin collateral requirements and the favorable impact of weather on electric utility operations.

Net cash provided by Virginia Power’s operating activities decreased by $352 million, primarily due to lower deferred fuel cost recoveries, the refunds related to the rate case settlement and a contribution to the Dominion pension plan, partially offset by the favorable impact of weather, lower outage costs, and lower income tax payments in 2010. Virginia Power believes that its operations provide a stable source of cash flow to contribute to planned levels of capital expenditures and provide dividends to Dominion.

The Companies’ 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 Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009.

PAGE    57

Credit Risk

Dominion’s exposure to potential concentrations of credit risk results primarily from its energy marketing and price risk management activities. Presented below is a summary of Dominion’s credit exposure as of June 30, 2010 for these activities. 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)	$	587	$	85	$	502
Non-investment grade(2)		24		11		13
No external ratings:
Internally rated—investment grade(3)		64		2		62
Internally rated—non-investment grade(4)		74		—		74
Total	$	749	$	98	$	651

(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 37% of the total net credit exposure.

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

(3) The five largest counterparty exposures, combined, for this category represented approximately 6% of the total net credit exposure.

(4) The five largest counterparty exposures, combined, for this category represented approximately 7% of the total net credit exposure.

Virginia Power’s exposure to potential concentrations of credit risk results primarily from sales to wholesale customers. Presented below is a summary of Virginia Power’s gross credit exposure as of June 30, 2010, for these activities. 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)	$	6	$	3	$	3
Non-investment grade(2)		17		10		7
No external ratings:
Internally rated—non-investment grade(3)		2		—		2
Total	$	25	$	13	$	12

(1) Designations as investment grade are based on minimum credit ratings assigned by Moody’s and Standard & Poor’s. The five largest counterparty exposures, combined, for this category represented approximately 25% of the total net credit exposure.

(2) The only counterparty exposure for this category represented 58% of the total net credit exposure.

(3) The only two counterparty exposures for this category represented 17% of the total net credit exposure.

Investing Cash Flows

For the six months ended June 30, 2010, net cash provided by Dominion’s investing activities was approximately $1.7 billion as compared to net cash used in investing activities of $1.8 billion in 2009, primarily reflecting the proceeds received from the sale of Dominion’s Appalachian E&P operations in April 2010 and the sale of Peoples in February 2010. Portions of the proceeds from the E&P sale were invested in time deposit certificates and other short-term securities.

Net cash used in Virginia Power’s investing activities decreased by $145 million as compared to 2009, primarily due to lower capital expenditures.

Financing Cash Flows and Liquidity

Dominion and Virginia Power rely on banks and capital markets as significant sources of funding for capital requirements not satisfied by cash provided by their operations. As discussed further in Credit Ratings and Debt Covenants in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009, the Companies’ ability to borrow funds or issue securities and the return demanded by investors are affected by credit ratings. In addition, the raising of external capital is subject to certain regulatory requirements, including registration with the SEC and, in the case of Virginia Power, approval by the Virginia Commission.

PAGE    58

Each of the Companies meets the definition of a well-known seasoned issuer under SEC rules governing the registration, communications and offering processes under the Securities Act of 1933. The rules provide for a streamlined shelf registration process to provide registrants with timely access to capital. This allows the Companies to use automatic shelf registration statements to register any offering of securities, other than those for business combination transactions.

Net cash used in Dominion’s financing activities increased by $2.6 billion, primarily due to net debt repayments in 2010 as compared to net debt issuances in 2009, and net repurchases of common stock in 2010 as compared to issuances of common stock in 2009. This reflects the use of proceeds from the sales of Dominion’s Appalachian E&P operations and Peoples.

Net cash provided by Virginia Power’s financing activities increased by $201 million, primarily due to higher net debt issuances in 2010 as compared to 2009, as a result of lower cash flow from operations.

See Note 14 to the Consolidated Financial Statements for further information regarding Dominion’s and Virginia Power’s credit facilities, liquidity and significant financing transactions, including stock repurchases.

Credit Ratings

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 Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009, there is a discussion on the use of capital markets by the Companies, as well as the impact of credit ratings on the accessibility and costs of using these markets. As of June 30, 2010, there have been no changes in the Companies’ credit ratings.

Debt Covenants

In the Debt Covenants section of MD&A in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009, there is a discussion on the various covenants present in the enabling agreements underlying the Companies’ debt. As of June 30, 2010, there have been no changes to, or events of default under, the Companies’ debt covenants.

Future Cash Payments for Contractual Obligations and Planned Capital Expenditures

As of June 30, 2010, there have been no material changes outside the ordinary course of business to Dominion’s or Virginia Power’s contractual obligations as disclosed in MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2009. As of June 30, 2010, Dominion’s planned capital expenditures for 2010, 2011 and 2012 are expected to total approximately $3.6 billion, $3.4 billion and $3.8 billion, respectively. The decrease in planned capital expenditures, as compared to the amounts originally forecasted in Dominion’s Annual Report on Form 10-K for the year ended December 31, 2009, primarily reflects the sale of Dominion’s Appalachian E&P operations. As of June 30, 2010, there have been no material changes to Virginia Power’s planned capital expenditures as disclosed in MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2009.

Use of Off-Balance Sheet Arrangements

Other than a $135 million reduction in guarantees issued to third parties and equity method investees, as of June 30, 2010, there have been no material changes in the off-balance sheet arrangements disclosed in MD&A in Dominion’s Annual Report on Form 10-K for the year ended December 31, 2009.

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, the dates of Dominion’s and Virginia Power’s Consolidated Financial Statements that may impact the Companies’ future results of operations and/or financial condition. This section should be read in conjunction with Item 1. Business and Future Issues and Other Matters in MD&A in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009 and Future Issues and Other Matters in their Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.

Regulatory Matters

See Note 14 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009, Note 12 to the Consolidated Financial Statements in their Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and Note 12 to the Consolidated Financial Statements in this report for additional information on various regulatory matters.

PAGE    59

Environmental Matters

Dominion and Virginia Power 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. See Note 23 to the Consolidated Financial Statements in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009, Note 15 to the Consolidated Financial Statements in their Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and Note 15 to the Consolidated Financial Statements in this report for additional information on various environmental matters.

Legal Matters

See Item 3. Legal Proceedings in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009 and Part II, Item 1. Legal Proceedings in their Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and this report for additional information on various legal matters.

Sale of Appalachian E&P Operations

In April 2010, Dominion completed the sale of substantially all of its Appalachian E&P operations to CONSOL for approximately $3.5 billion, subject to adjustments pursuant to the terms of the sale agreement. A more detailed description of the sale can be found in Note 3 to the Consolidated Financial Statements in this report.

Net proceeds of the sale will be used to offset substantially all of Dominion’s equity needs for 2010 and its market equity issuances for 2011, repurchase common stock, fund contributions to Dominion’s pension plans and the Dominion Foundation, reduce debt and offset the majority of the impact of Virginia Power’s rate case settlement. Dominion has projected that approximately $910 million of such proceeds will be used to repurchase common shares in 2010. From March 2010 to June 30, 2010, 12.2 million common shares have been repurchased for approximately $500 million.

Collective Bargaining Agreement

In May 2010, members of the Local 69 ratified a new three-year labor contract with Dominion. The new contract is retroactive to April 1, 2010 and runs through April 1, 2013. Local 69 represents about 870 DTI employees in West Virginia, New York, Pennsylvania, Ohio and Virginia and about 160 Hope employees in West Virginia.

DTI Firm Transportation Agreement

In June 2010, DTI entered into a 15-year firm transportation agreement with the gas subsidiary of CONSOL. The project is expected to provide approximately 200,000 dekatherms per day of firm transportation services for CONSOL’s Marcellus Shale natural gas production from various receipt points in central and southwestern Pennsylvania to a nexus of market pipelines and storage facilities in Leidy, Pennsylvania. The project will involve the construction by DTI of new compression facilities at three existing compressor stations in central Pennsylvania, subject to the receipt of regulatory approval. Dominion plans to apply for a FERC certificate in December 2010. If the project is approved, construction is expected to begin in March 2012, with a projected in-service date of November 2012.

Dodd-Frank Act

In July 2010, the Dodd-Frank Act was signed into law in an effort to improve regulation of financial markets. Dominion and Virginia Power are currently evaluating the Act and cannot yet predict the impact it may have on Dominion’s and Virginia Power’s financial condition, results of operations or cash flows.

Issuance of Common Stock

In July 2010, the Virginia Commission approved Dominion and Virginia Power’s joint request allowing Virginia Power to issue and sell up to $500 million of common stock to Dominion. This request was necessitated by the impact that the recently approved rate case settlement had on Virginia Power’s common equity.

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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 impact Dominion and Virginia Power.

Market Risk Sensitive Instruments and Risk Management

Dominion’s and Virginia Power’s 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 Dominion’s and Virginia Power’s electric operations, Dominion’s gas production and procurement operations, and Dominion’s energy marketing and trading operations due to the exposure to market shifts in prices received and paid for electricity, natural gas and other commodities. The Companies use commodity derivative contracts to manage price risk exposures for these operations. Interest rate risk is generally related to their outstanding debt. In addition, they 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, Dominion and Virginia Power 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 its strategy to market energy and to manage related risks, Dominion also holds commodity-based financial derivative instruments for trading purposes.

The derivatives used to manage 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 Dominion’s non-trading commodity-based financial derivative instruments would have resulted in a decrease in fair value of approximately $161 million and $150 million as of June 30, 2010 and December 31, 2009, respectively. A hypothetical 10% unfavorable change in commodity prices would have resulted in a decrease of approximately $14 million and $11 million in the fair value of Dominion’s commodity-based financial derivative instruments held for trading purposes as of June 30, 2010 and December 31, 2009, respectively.

A hypothetical 10% unfavorable change in commodity prices would have resulted in a decrease of approximately $4 million and $3 million in the fair value of Virginia Power’s non-trading commodity-based financial derivatives as of June 30, 2010 and December 31, 2009, respectively.

The impact of a change in commodity prices on Dominion’s and Virginia Power’s 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.

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Interest Rate Risk

Dominion and Virginia Power may use forward-starting interest rate swaps and interest rate lock agreements as anticipatory hedges. At December 31, 2009, Dominion and Virginia Power had $1.7 billion and $850 million, respectively, in aggregate notional amounts of these interest rate derivatives outstanding. At December 31, 2009, a hypothetical 10% decrease in market interest rates would have resulted in a decrease of approximately $62 million and $33 million in the fair value of these interest rate derivatives held by Dominion and Virginia Power, respectively. Subsequent to June 30, 2010, all forward-starting interest rate swap contracts were terminated; therefore, Dominion and Virginia Power have no sensitivity to changes in interest rates related to these interest rate swaps. In the six months ended June 30, 2010, Dominion recognized a $67 million after-tax benefit, recorded in interest and related charges in its Consolidated Statement of Income, reflecting the discontinuance of hedge accounting for certain of these interest rate derivatives since it became probable that the forecasted interest payments would not occur.

Investment Price Risk

Dominion and Virginia Power 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 the Consolidated Balance Sheets at fair value.

Dominion recognized net realized gains (including investment income) on nuclear decommissioning trust investments of $41 million and $29 million for the six months ended June 30, 2010 and for the year ended December 31, 2009, respectively. Dominion recognized net realized losses (net of investment income) on nuclear decommissioning trust investments of $89 million for the six months ended June 30, 2009. Net realized gains and losses include gains and losses from the sale of investments as well as any other-than-temporary declines in fair value. For the six months ended June 30, 2010 and 2009 and the year ended December 31, 2009, Dominion recorded, in AOCI and regulatory liabilities, a net increase in unrealized losses on these investments of $108 million, and a net increase in unrealized gains on these investments of $152 million and $349 million, respectively.

Virginia Power recognized net realized gains (including investment income) on nuclear decommissioning trust investments of $20 million for the six months ended June 30, 2010. Virginia Power recognized net realized losses (net of investment income) on nuclear decommissioning trust investments of $53 million and $3 million for the six months ended June 30, 2009 and for the year ended December 31, 2009, respectively. Net realized gains and losses include gains and losses from the sale of investments as well as any other-than-temporary declines in fair value. Virginia Power recorded, in AOCI and regulatory liabilities, a net increase in unrealized losses on these investments of $48 million, and a net increase in unrealized gains on these investments of $72 million and $149 million for the six months ended June 30, 2010 and 2009 and for the year ended December 31, 2009, respectively.

Dominion sponsors employee pension and other postretirement benefit plans, in which Dominion’s and Virginia Power’s employees participate, that hold investments in trusts to fund benefit payments. If the values of investments held in these trusts decline, it 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 contributions to be made to the employee benefit plans.

ITEM 4. CONTROLS AND PROCEDURES

Senior management of each of Dominion and Virginia Power, including Dominion’s and Virginia Power’s CEO and CFO, evaluated the effectiveness of each of their respective Companies’ disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation process, both Dominion’s and Virginia Power’s CEO and CFO have concluded that each of the Companies’ disclosure controls and procedures are effective.

There were no changes in either Dominion’s or Virginia Power’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, either of the Companies’ internal control over financial reporting.

The Dodd-Frank Act permanently exempts small public companies with less than $75 million in market capitalization (nonaccelerated filers) from the requirement to obtain an external audit on the effectiveness of internal financial reporting controls provided in Section 404(b) of the Sarbanes-Oxley Act. As a result, Virginia Power will be permanently exempt from providing an attestation report on internal controls over financial reporting by an independent registered public accounting firm. Disclosure of management attestations on internal controls over financial reporting under existing Section 404(a) is still required.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, Dominion and Virginia Power 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 the Companies, or permits issued by various local, state and/or 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, the Companies and their subsidiaries are involved in various legal proceedings. Dominion and Virginia Power believe that the ultimate resolution of these proceedings will not have a material adverse effect on their financial position, liquidity or results of operations. See Notes 12 and 15 to the Consolidated Financial Statements and Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009 and their Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 for discussions on various environmental and other regulatory proceedings to which Dominion and/or Virginia Power are a party.

In May 2010, Dominion received a request for information pursuant to Section 114 of the CAA from the EPA. The request concerns historical operating changes and capital improvements undertaken at Brayton Point and Salem Harbor. Dominion is currently in the process of responding to the request and cannot predict the outcome of this matter.

ITEM 1A. RISK FACTORS

Dominion’s and Virginia Power’s businesses are influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond the Companies’ control. A number of these risk factors have been identified in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009, which should be taken into consideration when reviewing the information contained in this report. Except for the risk factor on credit rating agency requirements below, which has been amended to delete the references to Dominion’s and Virginia Power’s current credit ratings due to the Dodd-Frank Act, there have been no material changes with regard to the risk factors previously disclosed in Dominion’s and Virginia Power’s Annual Report on Form 10-K for the year ended December 31, 2009 or their Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. 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.

Changing rating agency requirements could negatively affect Dominion’s and Virginia Power’s growth and business strategy. In order to maintain current credit ratings in light of existing or future requirements, Dominion and Virginia Power may find it necessary to take steps or change their business plans in ways that may adversely affect their growth and earnings. A reduction in Dominion’s credit ratings or the credit ratings of Virginia Power could result in an increase in borrowing costs, loss of access to certain markets, or both, thus adversely affecting operating results and could require Dominion to post additional collateral in connection with some of its price risk management activities.

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

Dominion

ISSUER PURCHASES OF EQUITY SECURITIES

Period	(a) Total Number of Shares (or Units) Purchased(1)	(b) Average Price Paid per Share (or Unit)(2)		(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(3)
4/1/10-4/30/10	6,672,030	$	41.43	6,474,700	$	42,762,448 shares/ 2.22 billion
5/1/10-5/31/10	987,050		41.54	979,028	$	41,783,420 shares/ 2.18 billion
6/1/10-6/30/10	4,348		38.96	N/A	$	41,783,420 shares/ 2.18 billion
Total	7,663,428	$	41.44	7,453,728	$	41,783,420 shares/ 2.18 billion

(1) In April, May and June 2010, 197,330 shares, 8,022 shares and 4,348 shares, respectively, were tendered by employees to satisfy tax withholding obligations on vested restricted and goal-based stock.

(2) Represents the weighted-average price paid per share.

(3) The remaining repurchase authorization is pursuant to repurchase authority granted by the Dominion Board of Directors in February 2005, as modified in June 2007. The aggregate authorization granted by the Dominion Board of Directors was 86 million shares (as adjusted to reflect a two-for-one stock split distributed in November 2007) not to exceed $4 billion.

PAGE    64

ITEM 6. EXHIBITS

Exhibit Number	Description	Dominion	Virginia Power
3.1.a	Dominion Resources, Inc. Articles of Incorporation, as amended and restated effective May 20, 2010 (Exhibit 3.1, Form 8-K filed May 20, 2010, File No. 1-8489).	X
3.1.b	Virginia Electric and Power Company Restated Articles of Incorporation, as in effect on October 28, 2003 (Exhibit 3.1, Form 10-Q for the quarter ended September 30, 2003 filed November 7, 2003, File No. 1-2255).		X
3.2.a	Dominion Resources, Inc. Bylaws, as amended and restated effective May 18, 2010 (Exhibit 3.2, Form 8-K filed May 20, 2010, File No. 1-8489).	X
3.2.b	Virginia Electric and Power Company Amended and Restated Bylaws, effective June 1, 2009 (Exhibit 3.1, Form 8-K filed June 3, 2009, File No. 1-2255).		X
4	Dominion Resources, Inc. and Virginia Electric and Power Company agree to furnish to the Securities and Exchange Commission 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 either of their total consolidated assets.	X	X
10.1	Supplemental retirement agreement dated May 19, 2010 between Dominion and Mark F. McGettrick (Exhibit 10.1, Form 8-K filed May 20, 2010, File No. 1-8489).	X
10.2*	$3.0 billion Five-Year Credit Agreement dated February 28, 2006 among Dominion Resources, Inc., Virginia Electric and Power Company, Consolidated Natural Gas Company, JP Morgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. as Syndication Agent and Barclay’s Bank PLC, The Bank of Nova Scotia and Wachovia Bank, National Association, as Co-Documentation Agents and other lenders named therein (filed herewith) (Portions of this exhibit have been omitted pursuant to a request for confidential treatment).	X	X
10.3*	$1.70 billion Amended and Restated Five-Year Credit Agreement dated February 28, 2006 among Consolidated Natural Gas Company, Barclay’s Bank PLC, as Administrative Agent, Barclays Bank PLC and KeyBank National Association, as Syndication Agents, and SunTrust Bank, The Bank of Nova Scotia and ABN AMRO Bank, N.V., as Co-Documentation Agents and other lenders as named therein (filed herewith) (Portions of this exhibit have been omitted pursuant to a request for confidential treatment).	X
10.4*	$500 million 364-Day Revolving Credit Agreement dated July 30, 2008, among Dominion Resources, Inc., The Royal Bank of Scotland PLC, as Administrative Agent, Barclays Bank PLC and Morgan Stanley Bank, as Co-Syndication Agents, Citibank N.A. and The Bank of Nova Scotia, as Co-Documentation Agents and other lenders named therein (filed herewith) (Portions of this exhibit have been omitted pursuant to a request for confidential treatment).	X
10.5*	Offshore Package Purchase Agreement dated April 27, 2007 between Dominion Exploration & Production, Inc. and Eni Petroleum Co. Inc. (Exhibit 99.1, Form 8-K filed August 2, 2010, File No. 1-8489).	X
10.6*	Alabama/Michigan/Permian Package Purchase Agreement dated as of June 1, 2007 between Dominion Resources, Inc., through certain of its wholly owned subsidiaries, and L O & G Acquisition Corp. (Exhibit 99.2, Form 8-K filed August 2, 2010, File No. 1-8489).	X
10.7*	Gulf Coast/Rockies/San Juan Package Purchase Agreement dated as of June 1, 2007 between Dominion Resources, Inc., through certain of its wholly owned subsidiaries, and XTO Energy, Inc. (Exhibit 99.1, Form 8-K filed August 2, 2010, File No. 1-8489).	X
12.1	Ratio of earnings to fixed charges for Dominion Resources, Inc. (filed herewith).	X
12.2a	Ratio of earnings to fixed charges for Virginia Electric and Power Company (filed herewith).		X
12.2b	Ratio of earnings to fixed charges and preferred dividends for Virginia Electric and Power Company (filed herewith).		X

PAGE    65

Exhibit Number	Description	Dominion	Virginia Power
31.a	Certification by Chief Executive Officer of Dominion Resources, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).	X
31.b	Certification by Chief Financial Officer of Dominion Resources, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).	X
31.c	Certification by Chief Executive Officer of Virginia Electric and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).		X
31.d	Certification by Chief Financial Officer of Virginia Electric and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).		X
32.a	Certification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer of Dominion Resources, Inc. as required by Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).	X
32.b	Certification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer of Virginia Electric and Power Company as required by Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).		X
99	Condensed consolidated earnings statements (unaudited) (filed herewith).	X	X
101^	The following financial statements from Dominion Resources, Inc. and Virginia Electric and Power Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on July 29, 2010, formatted in XBRL: (i) Consolidated Statements of Income; (ii) Consolidated Balance Sheets; (iii) Consolidated Statements of Cash Flows; and (iv) the Notes to Consolidated Financial Statements.	X

* This exhibit is being re-filed to include certain previously omitted schedules and/or exhibits.

^ 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.

PAGE    66

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
August 2, 2010	/S/    ASHWINI SAWHNEY
	Ashwini Sawhney Vice President – Accounting and Controller (Chief Accounting Officer)
	VIRGINIA ELECTRIC AND POWER COMPANY Registrant
August 2, 2010	/S/    ASHWINI SAWHNEY
	Ashwini Sawhney Vice President - Accounting (Chief Accounting Officer)

PAGE    67

EXHIBIT INDEX

Exhibit Number	Description	Dominion	Virginia Power
3.1.a	Dominion Resources, Inc. Articles of Incorporation, as amended and restated effective May 20, 2010 (Exhibit 3.1, Form 8-K filed May 20, 2010, File No. 1-8489).	X
3.1.b	Virginia Electric and Power Company Restated Articles of Incorporation, as in effect on October 28, 2003 (Exhibit 3.1, Form 10-Q for the quarter ended September 30, 2003 filed November 7, 2003, File No. 1-2255).		X
3.2.a	Dominion Resources, Inc. Bylaws, as amended and restated effective May 18, 2010 (Exhibit 3.2, Form 8-K filed May 20, 2010, File No. 1-8489).	X
3.2.b	Virginia Electric and Power Company Amended and Restated Bylaws, effective June 1, 2009 (Exhibit 3.1, Form 8-K filed June 3, 2009, File No. 1-2255).		X
4	Dominion Resources, Inc. and Virginia Electric and Power Company agree to furnish to the Securities and Exchange Commission 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 either of their total consolidated assets.	X	X
10.1	Supplemental retirement agreement dated May 19, 2010 between Dominion and Mark F. McGettrick (Exhibit 10.1, Form 8-K filed May 20, 2010, File No. 1-8489).	X
10.2	$3.0 billion Five-Year Credit Agreement dated February 28, 2006 among Dominion Resources, Inc., Virginia Electric and Power Company, Consolidated Natural Gas Company, JP Morgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. as Syndication Agent and Barclay’s Bank PLC, The Bank of Nova Scotia and Wachovia Bank, National Association, as Co-Documentation Agents and other lenders named therein (filed herewith) (Portions of this exhibit have been omitted pursuant to a request for confidential treatment).	X	X
10.3	$1.70 billion Amended and Restated Five-Year Credit Agreement dated February 28, 2006 among Consolidated Natural Gas Company, Barclay’s Bank PLC, as Administrative Agent, Barclays Bank PLC and KeyBank National Association, as Syndication Agents, and SunTrust Bank, The Bank of Nova Scotia and ABN AMRO Bank, N.V., as Co-Documentation Agents and other lenders as named therein (filed herewith) (Portions of this exhibit have been omitted pursuant to a request for confidential treatment).	X
10.4	$500 million 364-Day Revolving Credit Agreement dated July 30, 2008, among Dominion Resources, Inc., The Royal Bank of Scotland PLC, as Administrative Agent, Barclays Bank PLC and Morgan Stanley Bank, as Co-Syndication Agents, Citibank N.A. and The Bank of Nova Scotia, as Co-Documentation Agents and other lenders named therein (filed herewith) (Portions of this exhibit have been omitted pursuant to a request for confidential treatment).	X
10.5	Offshore Package Purchase Agreement dated April 27, 2007 between Dominion Exploration & Production, Inc. and Eni Petroleum Co. Inc. (Exhibit 99.1, Form 8-K filed August 2, 2010, File No. 1-8489).	X
10.6	Alabama/Michigan/Permian Package Purchase Agreement dated as of June 1, 2007 between Dominion Resources, Inc., through certain of its wholly owned subsidiaries, and L O & G Acquisition Corp. (Exhibit 99.2, Form 8-K filed August 2, 2010, File No. 1-8489).	X
10.7	Gulf Coast/Rockies/San Juan Package Purchase Agreement dated as of June 1, 2007 between Dominion Resources, Inc., through certain of its wholly owned subsidiaries, and XTO Energy, Inc. (Exhibit 99.1, Form 8-K filed August 2, 2010, File No. 1-8489).	X
12.1	Ratio of earnings to fixed charges for Dominion Resources, Inc. (filed herewith).	X
12.2a	Ratio of earnings to fixed charges for Virginia Electric and Power Company (filed herewith).		X
12.2b	Ratio of earnings to fixed charges and preferred dividends for Virginia Electric and Power Company (filed herewith).		X

PAGE    68

Exhibit Number	Description	Dominion	Virginia Power
31.a	Certification by Chief Executive Officer of Dominion Resources, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).	X
31.b	Certification by Chief Financial Officer of Dominion Resources, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).	X
31.c	Certification by Chief Executive Officer of Virginia Electric and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).		X
31.d	Certification by Chief Financial Officer of Virginia Electric and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).		X
32.a	Certification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer of Dominion Resources, Inc. as required by Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).	X
32.b	Certification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer of Virginia Electric and Power Company as required by Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).		X
99	Condensed consolidated earnings statements (unaudited) (filed herewith).	X	X
101	The following financial statements from Dominion Resources, Inc. and Virginia Electric and Power Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on July 29, 2010, formatted in XBRL: (i) Consolidated Statements of Income; (ii) Consolidated Balance Sheets; (iii) Consolidated Statements of Cash Flows; and (iv) the Notes to Consolidated Financial Statements.	X

PAGE    69

EX-10.2

Exhibit 10.2

EXECUTION COPY

$3,000,000,000

FIVE-YEAR REVOLVING CREDIT AGREEMENT

among

DOMINION RESOURCES, INC.,

VIRGINIA ELECTRIC AND POWER COMPANY,

CONSOLIDATED NATURAL GAS COMPANY,

The Several Lenders from Time to Time Parties Hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

CITIBANK, N.A.,

as Syndication Agent,

BARCLAYS BANK PLC,

THE BANK OF NOVA SCOTIA AND

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents

J.P. MORGAN SECURITIES INC. AND

CITIGROUP GLOBAL MARKETS INC.,

as Joint Lead Arrangers and Joint Bookrunners

Dated as of February 28, 2006

Table of Contents

		Page
SECTION 1. DEFINITIONS AND ACCOUNTING TERMS		1
1.1	Definitions	1
1.2	Computation of Time Periods; Other Definitional Provisions	15
1.3	Accounting Terms	15
1.4	Time	15
SECTION 2. LOANS		15
2.1	Revolving Loan Commitment	15
2.2	Method of Borrowing for Revolving Loans	18
2.3	Funding of Revolving Loans	19
2.4	Minimum Amounts of Revolving Loans	20
2.5	Reductions of Revolving Loan Commitment	20
2.6	Revolving Loan Commitment Increase	20
2.7	Notes	21
2.8	Extension of Maturity Date	22
SECTION 3. PAYMENTS		23
3.1	Interest	23
3.2	Prepayments	24
3.3	Payment in Full at Maturity	24
3.4	Fees	25
3.5	Place and Manner of Payments	25
3.6	Pro Rata Treatment	25
3.7	Computations of Interest and Fees	26
3.8	Sharing of Payments	26
3.9	Evidence of Debt	27
SECTION 4. ADDITIONAL PROVISIONS REGARDING LOANS		28
4.1	Eurodollar Loan Provisions	28
4.2	Capital Adequacy	29
4.3	Compensation	29
4.4	Taxes	30
4.5	Mitigation; Mandatory Assignment	32
SECTION 5. LETTERS OF CREDIT		32
5.1	L/C Commitment	32
5.2	Procedure for Issuance of Letter of Credit	33
5.3	Fees and Other Charges	33

5.4	L/C Participations	34
5.5	Reimbursement Obligation of the Borrowers	34
5.6	Obligations Absolute	35
5.7	Letter of Credit Payments	35
5.8	Applications	35
SECTION 6. CONDITIONS PRECEDENT		36
6.1	Closing Conditions	36
6.2	Conditions to Loans and Letters of Credit	37
SECTION 7. REPRESENTATIONS AND WARRANTIES		38
7.1	Organization and Good Standing	38
7.2	Due Authorization	38
7.3	No Conflicts	39
7.4	Consents	39
7.5	Enforceable Obligations	39
7.6	Financial Condition	39
7.7	No Default	40
7.8	Indebtedness	40
7.9	Litigation	40
7.10	Taxes	40
7.11	Compliance with Law	40
7.12	ERISA	40
7.13	Government Regulation	41
7.14	Solvency	41
SECTION 8. AFFIRMATIVE COVENANTS		41
8.1	Information Covenants	41
8.2	Preservation of Existence and Franchises	42
8.3	Books and Records	43
8.4	Compliance with Law	43
8.5	Payment of Taxes	43
8.6	Insurance	43
8.7	Performance of Obligations	43
8.8	ERISA	43
8.9	Use of Proceeds	44
8.10	Audits/Inspections	44
8.11	Total Funded Debt to Capitalization	45
SECTION 9. NEGATIVE COVENANTS		45
9.1	Nature of Business	45
9.2	Consolidation and Merger	45
9.3	Sale or Lease of Assets	45

ii

9.4	Limitation on Liens	46
9.5	Fiscal Year	46
SECTION 10. EVENTS OF DEFAULT		46
10.1	Events of Default	46
10.2	Acceleration; Remedies	49
10.3	Allocation of Payments After Event of Default	50
SECTION 11. AGENCY PROVISIONS		51
11.1	Appointment	51
11.2	Delegation of Duties	51
11.3	Exculpatory Provisions	51
11.4	Reliance on Communications	52
11.5	Notice of Default	52
11.6	Non-Reliance on Administrative Agent and Other Lenders	53
11.7	Indemnification	53
11.8	Administrative Agent in Its Individual Capacity	54
11.9	Successor Administrative Agent	54
SECTION 12. MISCELLANEOUS		54
12.1	Notices	54
12.2	Right of Set-Off; Adjustments	55
12.3	Benefit of Agreement	55
12.4	No Waiver; Remedies Cumulative	58
12.5	Payment of Expenses, etc	59
12.6	Amendments, Waivers and Consents	59
12.7	Counterparts; Telecopy	60
12.8	Headings	60
12.9	Defaulting Lender	60
12.10	Survival of Indemnification and Representations and Warranties	61
12.11	GOVERNING LAW	61
12.12	WAIVER OF JURY TRIAL	61
12.13	Severability	61
12.14	Entirety	61
12.15	Binding Effect	61
12.16	Submission to Jurisdiction	62
12.17	Confidentiality	62
12.18	Designation of SPVs	62
12.19	USA Patriot Act	63

iii

SCHEDULES
Schedule 1.1	Commitment Percentages
Schedule 5.1	Existing Letters of Credit
Schedule 7.8	Indebtedness
Schedule 12.1	Notices
EXHIBITS
Exhibit 2.1(b)(ii)	Form of Competitive Bid Request
Exhibit 2.2(a)	Form of Notice of Borrowing
Exhibit 2.2(c)	Form of Notice of Conversion/Continuation
Exhibit 2.7(a)	Form of Revolving Loan Note
Exhibit 2.7(b)	Form of Competitive Bid Loan Note
Exhibit 2.8(a)	Form of Extension of Maturity Date Request
Exhibit 2.8(b)	Form of Extension of Maturity Date Certificate
Exhibit 6.1(c)	Form of Closing Certificate
Exhibit 6.1(f)	Form of Legal Opinion
Exhibit 8.1(c)	Form of Officer’s Certificate
Exhibit 12.3	Form of Assignment Agreement

iv

5-YEAR

CREDIT AGREEMENT

5-YEAR CREDIT AGREEMENT (this “Credit Agreement”), dated as of February 28, 2006 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), CITIBANK, N.A., as Syndication Agent, and BARCLAYS BANK PLC, THE BANK OF NOVA SCOTIA and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

The parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS AND ACCOUNTING TERMS

1.1 Definitions.

As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular:

“Absolute Rate Competitive Bid Loan” means a Competitive Bid Loan bearing interest at a fixed percentage rate per annum as requested by the relevant Borrower and as specified in the Competitive Bid made by the Lender in connection with such Competitive Bid Loan.

“Additional Lender” shall have the meaning set forth in Section 2.6(b).

“Additional Lender Supplement” shall have the meaning set forth in Section 2.6(b)

“Adjusted Base Rate” means with respect to any Borrower the Base Rate plus the Applicable Percentage for Base Rate Loans for the relevant Borrower.

“Adjusted Eurodollar Rate” means with respect to any Borrower the Eurodollar Rate plus the Applicable Percentage for Eurodollar Loans for the relevant Borrower.

“Administrative Agent” means JPMorgan Chase Bank, N.A. and any successors and assigns in such capacity.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power (i) to

vote 20% or more of the securities having ordinary voting power for the election of directors of such corporation or (ii) to direct or cause direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

“Applicable Percentage” means, for Revolving Loans made to, and Utilization Fees payable by, each Borrower, the appropriate applicable percentages, in each case, corresponding to the Rating of the relevant Borrower in effect from time to time as shown below:

Pricing Level	Long-Term Senior Unsecured Non-Credit Enhanced Debt Rating of Borrower	Applicable Percentage for Base Rate Loans		Applicable Percentage for Eurodollar Loans		Applicable Percentage for Facility Fees		Applicable Percentage for Utilization Fees
I.	•A from S&P or	0	%	.130	%	.07	%	.10	%
	•A2 from Moody’s or
	•A from Fitch
II.	A- from S&P or	0	%	.170	%	.08	%	.10	%
	A3 from Moody’s or
	A- from Fitch
III.	BBB+ from S&P or	0	%	.285	%	.09	%	.10	%
	Baa1 from Moody’s or
	BBB+ from Fitch
IV.	BBB from S&P or	0	%	.365	%	.11	%	.10	%
	Baa2 from Moody’s or
	BBB from Fitch
V.	BBB- from S&P or	0	%	.450	%	.15	%	.10	%
	Baa3 from Moody’s or
	BBB- from Fitch
VI.	BB+ from S&P or	0	%	.675	%	.20	%	.10	%
	Ba1 from Moody’s or
	BB+ from Fitch
VII.	<BB+ from S&P or	0	%	.750	%	.25	%	.10	%
	<Ba1 from Moody’s or
	< BB+ from Fitch

2

Notwithstanding the above, if at any time there is a split in Ratings between S&P, Moody’s and Fitch and (i) two Ratings are equal and higher than the third, the higher Rating will apply, (ii) two Ratings are equal and lower than the third, the lower Rating will apply or (iii) no Ratings are equal, the intermediate Rating will apply. In the event that the Borrower shall maintain Ratings from only two of S&P, Moody’s and Fitch and the Borrower is split-rated and (x) the Ratings differential is one level, the higher Rating will apply and (y) the Ratings differential is two levels or more, the level one level lower than the higher Rating will apply.

The Applicable Percentages shall be determined and adjusted on the date of any applicable change in the Rating of the relevant Borrower. Any adjustment in the Applicable Percentages shall be applicable to all existing Loans as well as any new Loans.

The Applicable Percentage for the Facility Fees payable by DRI shall be the appropriate applicable percentages from time to time, as shown above, calculated based on the Ratings of the lowest rated Borrower at such time. These lowest Ratings shall be determined based upon the Rating for the relevant Borrower in effect on such day as published by S&P, Moody’s and Fitch; it being understood that the initial Applicable Percentages for Facility Fees are based on Pricing Level III (as shown above) and shall remain at Pricing Level III until an applicable change in the Ratings of the lowest rated Borrower. The Borrower shall at all times maintain a Rating from at least two of S&P, Moody’s and Fitch. If at any time the Borrower does not have a Rating from at least two of S&P, Moody’s and Fitch, the Applicable Percentages shall be set at Pricing Level VII.

Each Borrower shall promptly deliver to the Administrative Agent, at the address set forth on Schedule 12.1, information regarding any change in the Rating of such Borrower that would change the existing Pricing Level (as set forth in the chart above) with respect to such Borrower and/or the Facility Fees.

“Application” means an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to issue a Letter of Credit.

“Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

“Base Rate” means, for any day, a simple rate per annum equal to the greater of (a) the Prime Rate for such day or (b) the sum of one-half of one percent (.50%) plus the Federal Funds Rate for such day.

“Base Rate Loan” means a Loan that bears interest at an Adjusted Base Rate.

“Borrower” has the meaning set forth in the preamble hereof.

“Business Day” means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or other governmental action to close in New York, New York; provided that in the case of Eurodollar Loans, such day is also a day on which dealings between banks are carried on in Dollar deposits in the London interbank market.

3

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Capitalization” means the sum of (a) Total Funded Debt plus (b) Net Worth.

“CGMI” means Citigroup Global Markets Inc.

“Change of Control” means (i) with respect to Dominion Resources, the direct or indirect acquisition by any person (as such term is defined in Section 13(d) of the Securities and Exchange Act of 1934, as amended) of beneficial ownership of more than 50% of the outstanding shares of the capital stock of Dominion Resources entitled to vote generally for the election of directors of Dominion Resources and (ii) with respect to any other Borrower, either such Borrower shall cease to be a Subsidiary of Dominion Resources or a Change of Control shall occur with respect to Dominion Resources.

“Closing Date” means the date hereof.

“CNG” means Consolidated Natural Gas Company, a Delaware corporation and its successors and permitted assigns.

“CNG Indenture” means the Indenture dated as of April 1, 1995 between CNG and United States Trust Company of New York, as Trustee, as in effect on the date hereof and without giving effect to any modifications or supplements thereto, or terminations thereof, after the date hereof.

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

“Commitment” means, with respect to each Lender, such Lender’s share of the Revolving Loan Commitment based upon such Lender’s Commitment Percentage.

“Commitment Increase” means an increase in the Revolving Loan Commitment as set forth in Section 2.6.

“Commitment Increase Supplement” has the meaning set forth in Section 2.6(c).

“Commitment Percentage” means, for each Lender, the percentage identified as its Commitment Percentage opposite such Lender’s name on Schedule 1.1 attached hereto, as such percentage may be modified in accordance with the terms of this Credit Agreement.

“Commitment Period” means the period from the Closing Date to the Maturity Date.

4

“Competitive Bid” means an offer by a Lender to make a Competitive Bid Loan to a Borrower pursuant to the terms of Section 2.1(b) hereof.

“Competitive Bid Loan” means a loan made by a Lender in its discretion to a Borrower pursuant to the provisions of Section 2.1(b) hereof.

“Competitive Bid Loan Notes” means with respect to any Borrower the promissory notes of such Borrower in favor of each Lender evidencing the Competitive Bid Loans made to such Borrower and substantially in the form of Exhibit 2.7(b), as such promissory notes may be amended, modified, supplemented or replaced from time to time.

“Competitive Bid Rate” means, as to any Competitive Bid made by a Lender to a Borrower in accordance with the provisions of Section 2.1(b) hereof, the rate of interest offered by the Lender making the Competitive Bid (which for a Eurodollar Competitive Bid Loan shall be a rate of interest determined by reference to the Eurodollar Rate).

“Competitive Bid Request” means a request by a Borrower for Competitive Bids in the form of Exhibit 2.1(b)(ii).

“Competitive Bid Request Fee” means $2,500 for each Competitive Bid Request made by a Borrower.

“Consolidated Subsidiary” means, as to any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired), the financial statements of which are consolidated with the financial statements of such Person in accordance with GAAP, including principles of consolidation.

“Continuing Lender” has the meaning set forth in Section 2.8(b).

“Controlled Group” means with respect to each Borrower (i) the controlled group of corporations as defined in Section 414(b) of the Code and the applicable regulations thereunder or (ii) the group of trades or businesses under common control as defined in Section 414(c) of the Code and the applicable regulations thereunder, of which such Borrower is a part or may become a part.

“Credit Documents” means this Credit Agreement, the Notes (if any), and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto.

“Credit Exposure” has the meaning set forth in the definition of “Required Lenders” below.

“Default” means with respect to each Borrower any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default by such Borrower.

“Defaulting Lender” means, at any time, any Lender that, at such time (a) has failed to make a Loan required pursuant to the terms of this Credit Agreement, (b) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of this Credit Agreement or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar official.

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“Dollar”, “dollar” and “$” means lawful currency of the United States.

“Dominion Resources or DRI” means Dominion Resources, Inc., a Virginia corporation, and its successors and permitted assigns.

“Effective Date” has the meaning set forth in Section 12.15 hereof.

“Eligible Assignee” means (a) any Lender or Affiliate or Subsidiary of a Lender and (b) any other commercial bank, financial institution or “accredited investor” (as defined in Regulation D) that is either a bank organized or licensed under the laws of the United States of America or any State thereof or that has agreed to provide the information listed in Section 4.4(d) to the extent that it may lawfully do so and that is approved by the Administrative Agent and DRI (such approval not to be unreasonably withheld or delayed); provided that (i) DRI’s consent is not required pursuant to clause (a) or, with respect to clause (b), during the existence and continuation of a Default or an Event of Default, (ii) no person or entity shall be an Eligible Assignee without the consent of the Issuing Lenders, which consent may be given or withheld in the sole discretion of the Issuing Lenders and (iii) neither the Borrowers nor any Affiliate or Subsidiary of the Borrowers shall qualify as an Eligible Assignee.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

“ERISA Affiliate” means with respect to each Borrower each person (as defined in Section 3(9) of ERISA) which together with such Borrower or any Subsidiary of such Borrower would be deemed to be a member of the same “controlled group” within the meaning of Section 414(b), (c), (m) and (o) of the Code.

“Eurodollar Competitive Bid Loan” means a Competitive Bid Loan bearing interest at a fixed rate of interest determined by reference to the Eurodollar Rate as requested by the relevant Borrower and as specified in the Competitive Bid made by the Lender in connection with such Competitive Bid Loan.

“Eurodollar Loans” means a Loan that bears interest at the Eurodollar Rate (including a Eurodollar Competitive Bid Loan).

“Eurodollar Rate” means with respect to any Eurodollar Loan, for the Interest Period applicable thereto, a rate per annum determined pursuant to the following formula:

“Eurodollar Rate” =	Interbank Offered Rate
	1 - Eurodollar Reserve Percentage

“Eurodollar Reserve Percentage” means, for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D, as such regulation may be amended from time to time or any successor regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal

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reserves) applicable with respect to Eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of Eurodollar Loans is determined), whether or not any Lender has any Eurocurrency liabilities subject to such reserve requirement at that time. Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to a Lender. The Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

“Eurodollar Revolving Loan” means a Revolving Loan bearing interest at a rate of interest determined by reference to the Eurodollar Rate.

“Event of Default” with respect to any Borrower has the meaning specified in Section 9.1.

“Exchange Act” means the Securities and Exchange Act of 1934, as amended.

“Existing DRI/CNG Facility” means the $1,900,000,000 Credit Agreement, dated as of January 11, 2006 among DRI, CNG, the lenders from time to time party thereto and Wachovia Bank, National Association, as administrative agent.

“Existing Maturity Date” has the meaning set forth in Section 2.8(a).

“Extension of Maturity Date Certificate” has the meaning set forth in Section 2.8(b).

“Extension of Maturity Date Request” has the meaning set forth in Section 2.8(a).

“Extension Period” has the meaning set forth in Section 2.8(a).

“Facility Fee” has the meaning set forth in Section 3.4(a).

“Federal Funds Rate” means for any day the rate per annum (rounded upward to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Fee Payment Date” shall mean (a) the first Business Day of each January, April, July and October and (b) the Maturity Date.

“Fitch” means Fitch Ratings Ltd., or any successor or assignee of the business of such company in the business of rating securities.

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“Funded Debt” means, as to any Person, without duplication: (a) all Indebtedness of such Person for borrowed money or which has been incurred in connection with the acquisition of assets (excluding letters of credit, bankers’ acceptances, Non-Recourse Debt, Mandatorily Convertible Securities, Trust Preferred Securities and Hybrid Equity Securities), (b) all capital lease obligations (including Synthetic Lease Obligations) of such Person and (c) all Guaranty Obligations of Funded Debt of other Persons.

“GAAP” means generally accepted accounting principles in the United States applied on a consistent basis and subject to Section 1.3.

“Governmental Authority” means any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“Granting Lender” has the meaning set forth in Section 12.18 hereof.

“Guaranty Obligations” means, in respect of any Person, any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness of another Person, including, without limitation, any obligation (a) to purchase or pay, or advance or supply funds for the purchase or payment of, such Indebtedness or (b) entered into primarily for the purpose of assuring the owner of such Indebtedness of the payment thereof (such as, for example, but without limitation, an agreement to advance or provide funds or other support for the payment or purchase of such Indebtedness or to maintain working capital, solvency or other balance sheet conditions of such other Person, including, without limitation, maintenance agreements, comfort letters or similar agreements or arrangements, or to lease or purchase property, securities or services) if such obligation would constitute an indirect guarantee of indebtedness of others, the disclosure of which would be required in such Person’s financial statements under GAAP; provided, however, that the term Guaranty Obligations shall not include (i) endorsements for deposit or collection in the ordinary course of business, (ii) obligations under purchased power contracts or (iii) obligations of such Person otherwise constituting Guaranty Obligations under this definition to provide contingent equity support, to keep well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise in respect of any Subsidiary or Affiliate of such Person in connection with the non-utility non-recourse financing activities of such Subsidiary or Affiliate.

“Hybrid Equity Securities” means any securities issued by a Borrower or a financing vehicle of a Borrower that (i) are classified as possessing a minimum of “intermediate equity content” by S&P, Basket C equity credit by Moody’s, and 50% equity credit by Fitch and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Revolving Loans and all other amounts due under this Credit Agreement.

“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 payable arising in the ordinary course of business, customer deposits, provisions for rate refunds, deferred fuel expenses and obligations in respect of

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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.

“Interbank Offered Rate” means, for any Eurodollar Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Telerate Page 3750, the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%). If, for any reason, such rate is not available, the term “Interbank Offered Rate” shall mean, for any Eurodollar Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%).

“Interest Payment Date” means (a) as to Base Rate Loans of any Borrower, the last day of each fiscal quarter of such Borrower and the Maturity Date, (b) as to Eurodollar Loans of any Borrower, the last day of each applicable Interest Period and the Maturity Date and (c) as to Absolute Rate Competitive Bid Loans of any Borrower, the last day of the Interest Period for each Absolute Rate Competitive Bid Loan and the Maturity Date. If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment Date shall be deemed to be the next succeeding Business Day, except that in the case of Eurodollar Loans where the next succeeding Business Day falls in the next succeeding calendar month, then such Interest Payment Date shall be deemed to be the immediately preceding Business Day.

“Interest Period” means, (a) as to Eurodollar Loans, a period of 14 days (in the case of new money borrowings) and one, two or three months’ duration, as the relevant Borrower may elect, commencing, in each case, on the date of the borrowing (including continuations and conversions of Eurodollar Revolving Loans) and (b) with respect to Absolute Rate Competitive Bid Loans, a period beginning on the date the Absolute Rate Competitive Bid Loan is made and ending on the date specified in the respective Competitive Bid whereby the offer to make such Absolute Rate Competitive Loan was extended, which shall not be less than 7 days nor more than 360 days duration; provided, however, (i) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, then such Interest Period shall end on the next preceding Business Day), (ii) no Interest Period shall extend beyond the Maturity Date and (iii) with respect to Eurodollar Loans, where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last Business Day of such calendar month.

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“Issuing Lender” means, with respect to any Letter of Credit, the issuer thereof, which shall be JPMCB, Citibank, N.A., or any affiliate thereof, or one or more consenting Lenders selected by the Joint Lead Arrangers in consultation with the Borrowers, each in its capacity as issuer of any Letter of Credit.

“Joint Lead Arrangers” means J.P. Morgan Securities Inc. and CGMI.

“JPMCB” means JPMorgan Chase Bank, N.A.

“L/C Commitment” means $1,500,000,000.

“L/C Obligations” means, at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 5.5.

“L/C Participants” means the collective reference to all the Lenders other than the applicable Issuing Lender.

“Lenders” means those banks and other financial institutions identified as such on the signature pages hereto and such other institutions that may become Lenders pursuant to Section 12.3(b).

“Letter of Credit” has the meaning set forth in Section 5.1(a).

“Letter of Credit Fees” has the meaning set forth in Section 5.3(a).

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code as adopted and in effect in the relevant jurisdiction or other similar recording or notice statute, and any lease in the nature thereof).

“Loan” means any loan made by any Lender pursuant to this Credit Agreement.

“Mandatorily Convertible Securities” means any mandatorily convertible equity-linked securities issued by a Borrower, so long as the terms of such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Loans and all other amounts due under this Credit Agreement.

“Material Adverse Effect” means with respect to any Borrower a material adverse effect, after taking into account applicable insurance, if any, on (a) the operations, financial condition or business of such Borrower, (b) the ability of such Borrower to perform its

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obligations under this Credit Agreement or (c) the validity or enforceability of this Credit Agreement or any of the other Credit Documents against such Borrower, or the rights and remedies of the Lenders against such Borrower hereunder or thereunder; provided, however, that a transfer of assets permitted under and in compliance with Section 9.3 shall not be considered to have a Material Adverse Effect.

“Material Subsidiary” shall mean with respect to any Borrower, a Subsidiary of such Borrower whose total assets (as determined in accordance with GAAP) represent at least 20% of the total assets of such Borrower, on a consolidated basis.

“Maturity Date” means the fifth anniversary of the Closing Date or such later date as shall be determined pursuant to the provisions of Section 2.8, or if such date is not a Business Day, the Business Day next succeeding such date.

“Moody’s” means Moody’s Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.

“Multiemployer Plan” means at any time an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the Controlled Group during such five year period but only with respect to the period during which such Person was a member of the Controlled Group.

“Net Worth” means with respect to any Borrower, as of any date, the shareholders’ equity or net worth of such Borrower and its Consolidated Subsidiaries (including, but not limited to, the value of any Mandatorily Convertible Securities, Trust Preferred Securities, Hybrid Equity Securities and Preferred Stock; but, excluding the accumulated other comprehensive income or loss component of shareholders’ equity), on a consolidated basis, as determined in accordance with GAAP.

“Non-Recourse Debt” means Indebtedness (a) as to which no Borrower (i) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (ii) is directly or indirectly liable as a guarantor or otherwise, or (iii) constitutes the lender; (b) no default with respect to which would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Loans or the Notes) of any Borrower to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and (c) as to which the lenders will not have any recourse to the stock or assets of any Borrower (other than the specific assets pledged to secure such Indebtedness) and the relevant legal documents so provide.

“Non-Regulated Assets” means with respect to any Borrower, the operations that are not regulated by a Governmental Authority (i.e. merchant generation, exploration and production, producer services or retail supply assets of the Borrower).

“Notes” means the collective reference to the Revolving Loan Notes and the Competitive Bid Loan Notes of the Borrowers.

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“Notice of Borrowing” means a request by a Borrower for a Loan in the form of Exhibit 2.2(a).

“Notice of Continuation/Conversion” means a request by a Borrower for the continuation or conversion of a Loan in the form of Exhibit 2.2(c).

“Offered Increase Amount” has the meaning set forth in Section 2.6(a).

“Other Taxes” has the meaning set forth in Section 4.4(b) hereof.

“PBGC” means the Pension Benefit Guaranty Corporation established under ERISA and any successor thereto.

“Pension Plans” has the meaning set forth in Section 8.8 hereof.

“Person” means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated), or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means any single-employer plan as defined in Section 4001 of ERISA, which is maintained, or at any time during the five calendar years preceding the date of this Credit Agreement was maintained, for employees of a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate of a Borrower.

“Preferred Stock” means any Capital Stock issued by a Borrower that is entitled to preference or priority over any other Capital Stock of such Borrower in respect of the payment of dividends or distribution of assets upon liquidation, or both.

“Prime Rate” means the per annum rate of interest established from time to time by JPMCB at its principal office in New York, New York as its Prime Rate. Any change in the interest rate resulting from a change in the Prime Rate shall become effective as of 12:01 a.m. of the Business Day on which each change in the Prime Rate is announced by the Administrative Agent. The Prime Rate is a reference rate used by the Administrative Agent in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged on any extension of credit to any debtor.

“Rating” means the rating assigned by S&P, Moody’s or Fitch to a Borrower based on such Borrower’s senior, unsecured, non-credit-enhanced obligations.

“Register” has the meaning set forth in Section 12.3(c).

“Regulation A, D, T, U or X” means Regulation A, D, T, U or X, respectively, of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“Reimbursement Obligation” means the obligation of the Borrowers to reimburse the Issuing Lenders pursuant to Section 5.5 for amounts drawn under Letters of Credit.

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“Reportable Event” means a “reportable event” as defined in Section 4043 of ERISA with respect to which the notice requirements to the PBGC have not been waived.

“Requested Maturity Date” has the meaning set forth in Section 2.8(a).

“Required Lenders” means Lenders whose aggregate Credit Exposure (as hereinafter defined) constitutes more than 50% of the aggregate Credit Exposure of all Lenders at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time then there shall be excluded from the determination of Required Lenders the aggregate principal amount of Credit Exposure of such Lender at such time. For purposes of the preceding sentence, the term “Credit Exposure” as applied to each Lender shall mean (a) at any time prior to the termination of the Commitments, the Commitment Percentage of such Lender multiplied by the Revolving Loan Commitment and (b) at any time after the termination of the Commitments, the sum of (i) the outstanding amount of Loans owed to such Lender and (ii) such Lender’s Commitment Percentage of the L/C Obligations then outstanding.

“Revolving Loan” means a Loan made by the Lenders to a Borrower pursuant to Section 2.1(a) hereof.

“Revolving Loan Commitment” means Three Billion Dollars ($3,000,000,000), as such amount may be otherwise reduced in accordance with Section 2.5 or increased in accordance with Section 2.6.

“Revolving Loan Commitment Increase Notice” has the meaning set forth in Section 2.6(a).

“Revolving Loan Notes” means with respect to any Borrower the promissory notes of such Borrower in favor of each Lender evidencing the Revolving Loans made to such Borrower and substantially in the form of Exhibit 2.7(a), as such promissory notes may be amended, modified, supplemented or replaced from time to time.

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., or any successor or assignee of the business of such division in the business of rating securities.

“Solvent” means, with respect to any Person as of a particular date, that on such date (a) the fair saleable value (on a going concern basis) of such Person’s assets exceeds its liabilities, contingent or otherwise, fairly valued, (b) such Person will be able to pay its debts as they become due, (c) such Person does not have unreasonably small capital with which to satisfy all of its current and reasonably anticipated obligations and (d) such Person does not intend to incur nor does it reasonably anticipate that it will incur debts beyond its ability to pay as such debts become due.

“SPV” has the meaning set forth in Section 12.18 hereof.

“Subsidiary” means, as to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening

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of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries has more than 50% equity interest at any time.

“Synthetic Lease” means each arrangement, however described, under which the obligor accounts for its interest in the property covered thereby under GAAP as lessee of a lease which is not a capital lease under GAAP and accounts for its interest in the property covered thereby for federal income tax purposes as the owner.

“Synthetic Lease Obligation” means, as to any Person with respect to any Synthetic Lease at any time of determination, the amount of the liability of such Person in respect of such Synthetic Lease that would (if such lease was required to be classified and accounted for as a capital lease on a balance sheet of such Person in accordance with GAAP) be required to be capitalized on the balance sheet of such Person at such time.

“Taxes” has the meaning set forth in Section 4.4(a).

“Terminating Lender” has the meaning set forth in Section 2.8(a).

“Total Funded Debt” means with respect to each Borrower all Funded Debt of such Borrower and its Consolidated Subsidiaries, on a consolidated basis, as determined in accordance with GAAP.

“Trust Preferred Securities” means the trust preferred securities issued by a subsidiary capital trust established by any of the Borrowers outstanding on the date hereof and reflected as such in the financial statements of Dominion Resources for the fiscal year ended December 31, 2004, and any additional trust preferred securities that are substantially similar thereto, along with the junior subordinated debt obligations of the Borrowers, so long as (a) the terms thereof require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Loans and all other amounts due under this Credit Agreement, (b) such securities are subordinated and junior in right of payment to all obligations of the Borrowers for or in respect of borrowed money and (c) the obligors in respect of such preferred securities and subordinated debt have the right to defer interest and dividend payments, in each case to substantially the same extent as such currently outstanding preferred securities or on similar terms customary for trust preferred securities and not materially less favorable to the interests of the Borrowers or the Lenders.

“Utilization Fees” has the meaning set forth in Section 3.4(b).

“Utilized Revolving Commitment” means, for any Borrower for any day from the Closing Date to the Maturity Date, an amount equal to the sum of (a) the aggregate principal amount of all Loans outstanding on such day to such Borrower and (b) the aggregate L/C Obligations then outstanding.

“VaPower” means Virginia Electric and Power Company, a Virginia corporation and its successors and assigns.

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“VaPower Indenture” means the first mortgage bond indenture, dated November 1, 1935, by and between VaPower and The Chase Manhattan Bank, as supplemented and amended.

“Wholly Owned Subsidiary” means, as to any Person, any other Person all of the Capital Stock of which (other than de minimis directors’ qualifying shares or local ownership shares required by law and outstanding publicly owned Preferred Stock of VaPower) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

1.2 Computation of Time Periods; Other Definitional Provisions.

For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.” References in this Credit Agreement to “Sections”, “Schedules” and “Exhibits” shall be to Sections, Schedules or Exhibits of or to this Credit Agreement unless otherwise specified.

1.3 Accounting Terms.

Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 8.1 (or, prior to the delivery of the first financial statements pursuant to Section 8.1, consistent with the financial statements described in Section 6.1(g)); provided, however, if (a) a Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) the Administrative Agent or the Required Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by such Borrower to the Lenders as to which no such objection shall have been made.

1.4 Time.

All references to time herein shall be references to Eastern Standard Time or Eastern Daylight time, as the case may be, unless specified otherwise.

SECTION 2. LOANS

2.1 Revolving Loan Commitment.

(a) Revolving Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans to each Borrower in Dollars, at any time and from time to time, during the Commitment Period (each a “Revolving Loan” and collectively the “Revolving Loans”); provided that (i) the sum of the aggregate amount of Revolving Loans plus the L/C Obligations then outstanding plus the aggregate amount of Competitive Bid Loans

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outstanding to the Borrowers on any day shall not exceed the Revolving Loan Commitment and (ii) with respect to each individual Lender, the Lender’s pro rata share of the sum of outstanding Revolving Loans plus the L/C Obligations then outstanding on any day shall not exceed such Lender’s Commitment Percentage of the Revolving Loan Commitment. Revolving Loans made to any Borrower shall be the several obligations of such Borrower. Subject to the terms and conditions of this Credit Agreement, each Borrower may borrow, repay and reborrow the amount of the Revolving Loan Commitment made to it.

(b) Competitive Bid Loans Subfacility.

(i) Competitive Bid Loans. Subject to the terms and conditions set forth herein, a Borrower may, from time to time, during the period from the Closing Date until the date occurring seven days prior to the Maturity Date, request and each Lender may, in its sole discretion, agree to make Competitive Bid Loans to such Borrower; provided, however, that (A) the sum of the aggregate amount of Revolving Loans outstanding plus the L/C Obligations then outstanding plus the aggregate amount of Competitive Bid Loans outstanding to the Borrowers on any day shall not exceed the Revolving Loan Commitment and (B) if a Lender makes a Competitive Bid Loan, such Lender’s obligation to make its pro rata share of any Revolving Loan shall not be reduced thereby.

(ii) Competitive Bid Requests. Each Borrower may solicit Competitive Bids by delivery of a Competitive Bid Request to the Administrative Agent by 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, on a Business Day four Business Days prior to the date of a requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on a Business Day not less than one nor more than five Business Days prior to the date of the requested Absolute Rate Competitive Bid Loan. A Competitive Bid Request must be substantially in the form of Exhibit 2.1(b)(ii), shall be accompanied by the Competitive Bid Request Fee and shall specify (I) the date of the requested Competitive Bid Loan (which shall be a Business Day), (II) the amount of the requested Competitive Bid Loan, (III) whether such Borrower is requesting a Eurodollar Competitive Bid Loan or an Absolute Rate Competitive Bid Loan and (IV) the applicable Interest Period or Interest Periods requested. The Administrative Agent shall notify the Lenders of its receipt of a Competitive Bid Request and the contents thereof and invite the Lenders to submit Competitive Bids in response thereto. Such Borrower may not request a Competitive Bid for more than three different Interest Periods per Competitive Bid Request nor request Competitive Bid Requests more frequently than four times every calendar month.

(iii) Competitive Bid Procedure. Each Lender may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms

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thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (II) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.

(iv) Acceptance of Competitive Bids. Each Borrower may, in its sole discretion, subject only to the provisions of this subsection (iv), accept or refuse any Competitive Bid offered to it. To accept a Competitive Bid, the relevant Borrower shall give oral notification of its acceptance of any or all such Competitive Bids (which shall be promptly confirmed in writing) to the Administrative Agent by 11:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the Absolute Rate Competitive Bid Loan; provided, however, (I) the failure by such Borrower to give timely notice of its acceptance of a Competitive Bid shall be deemed to be a refusal thereof, (II) to the extent Competitive Bids are for comparable Interest Periods, such Borrower may accept Competitive Bids only in ascending order of rates, (III) the aggregate amount of Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (IV) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate, but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to be in excess of the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate and (V) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof, except that where a portion of a Competitive Bid is accepted in accordance with the provisions of clause (IV) of subsection (iv) hereof, then in a minimum principal amount of $500,000 and integral multiples of $100,000 (but not in any event less than the minimum amount specified in the Competitive Bid), and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (IV) of subsection (iv) hereof, the amounts shall be rounded to integral multiples of $100,000 in a manner which shall be in the discretion of such Borrower. A notice of acceptance of a

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Competitive Bid given by a Borrower in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall, not later than noon (A) with respect to a Eurodollar Competitive Bid Loan, three Business Days prior to the date of such Eurodollar Competitive Bid Loan and (B) with respect to a Absolute Rate Competitive Bid Loan, on the proposed date of such Competitive Bid Loan, notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate), and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been accepted.

(v) Funding of Competitive Bid Loans. Each Lender which is to make a Competitive Bid Loan shall make its Competitive Bid Loan available to the Administrative Agent by 2:00 p.m. on the date specified in the Competitive Bid Request by deposit of immediately available funds at the office of the Administrative Agent in New York, New York or at such other address as the Administrative Agent may designate in writing. The Administrative Agent will, upon receipt, make the proceeds of such Competitive Bid Loans available to the relevant Borrower.

(vi) Maturity of Competitive Bid Loans. Each Competitive Bid Loan shall mature and be due and payable in full on the last day of the Interest Period applicable thereto. Unless the relevant Borrower shall give notice to the Administrative Agent otherwise (or repays such Competitive Bid Loan), or a Default or Event of Default with respect to such Borrower exists and is continuing, such Borrower shall be deemed to have requested Revolving Loans from all of the Lenders (in the amount of the maturing Competitive Bid Loan and accruing interest at the Base Rate), the proceeds of which will be used to repay such Competitive Bid Loan.

2.2 Method of Borrowing for Revolving Loans.

(a) Base Rate Loans. By no later than 11:00 a.m. on the date of a Borrower’s request for the borrowing (or for the conversion of Eurodollar Revolving Loans to Base Rate Loans), such Borrower shall submit a Notice of Borrowing to the Administrative Agent setting forth (i) the amount requested, (ii) the desire to have such Revolving Loans accrue interest at the Base Rate and (iii) except in the case of conversions of Eurodollar Revolving Loans to Base Rate Loans, complying in all respects with Section 6.2 hereof.

(b) Eurodollar Revolving Loans. By no later than 11:00 a.m. three Business Days prior to the date of a Borrower’s request for the borrowing (or for the conversion of Base Rate Loans to Eurodollar Revolving Loans or the continuation of existing Eurodollar Loans), such Borrower shall submit a Notice of Borrowing to the Administrative Agent setting forth (i) the amount requested, (ii) the desire to have such Revolving Loans accrue interest at the Adjusted Eurodollar Rate, (iii) the Interest Period applicable thereto, and (iv) except in the case of conversions of Base Rate Loans to Eurodollar Revolving Loans or the continuation of existing Eurodollar Loans, complying in all respects with Section 6.2 hereof.

(c) Continuation and Conversion. Each Borrower shall have the option, on any Business Day, to continue existing Eurodollar Revolving Loans made to it for a subsequent

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Interest Period, to convert Base Rate Loans made to it into Eurodollar Revolving Loans or to convert Eurodollar Revolving Loans made to it into Base Rate Loans. By no later than 11:00 a.m. (a) on the date of the requested conversion of a Eurodollar Revolving Loan to a Base Rate Loan or (b) three Business Days prior to the date for a requested continuation of a Eurodollar Revolving Loan or conversion of a Base Rate Loan to a Eurodollar Revolving Loan, the relevant Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion, setting forth (i) whether the relevant Borrower wishes to continue or convert such Loans and (ii) if the request is to continue a Eurodollar Revolving Loan or convert a Base Rate Loan to a Eurodollar Revolving Loan, the Interest Period applicable thereto. Notwithstanding anything herein to the contrary, (i) except as provided in Section 4.1 hereof, Eurodollar Revolving Loans may be converted to Base Rate Loans only on the last day of an Interest Period applicable thereto; (ii) Eurodollar Revolving Loans may be continued and Base Rate Loans may be converted to Eurodollar Revolving Loans only if no Default or Event of Default with respect to the relevant Borrower is in existence on the date of such extension or conversion; (iii) any continuation or conversion must comply with Sections 2.2(a) or 2.2(b) hereof, as applicable; and (iv) failure by such Borrower to properly continue Eurodollar Revolving Loans at the end of an Interest Period shall be deemed a conversion to Base Rate Loans.

2.3 Funding of Revolving Loans.

Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender will make its pro rata share of the Revolving Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit (in Dollars) of immediately available funds at the offices of the Administrative Agent at its principal office in New York, New York, or at such other address as the Administrative Agent may designate in writing. All Revolving Loans shall be made by the Lenders pro rata on the basis of each Lender’s Commitment Percentage.

No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the time of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the relevant Borrower and such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or such Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to such Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) the applicable rate for such Loan pursuant to the Notice of Borrowing, if recovered from such Borrower, and (b) the Federal Funds Rate, if recovered from a Lender.

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2.4 Minimum Amounts of Revolving Loans.

Each request for Revolving Loans shall be, in the case of Eurodollar Revolving Loans, in an aggregate principal amount that is not less than the lesser of $10,000,000 or the remaining amount available to be borrowed and, in the case of Base Rate Loans, in an aggregate principal amount that is not less than the lesser of $5,000,000 or the remaining amount available to be borrowed. Any Revolving Loan requested shall be in an integral multiple of $1,000,000 unless the request is for all of the remaining amount available to be borrowed.

2.5 Reductions of Revolving Loan Commitment.

Upon at least three Business Days’ notice, Dominion Resources, on its own behalf and/or acting on the request of any other Borrower, shall have the right to permanently terminate or reduce the aggregate unused amount of the Revolving Loan Commitment available to it and/or such other Borrower at any time or from time to time; provided that (a) each partial reduction shall be in an aggregate amount at least equal to $10,000,000 and in integral multiples of $1,000,000 above such amount and (b) no reduction shall be made which would reduce the Revolving Loan Commitment to an amount less than the sum of the then outstanding Revolving Loans plus the then outstanding Competitive Bid Loans plus the then outstanding L/C Obligations. Any reduction in (or termination of) the Revolving Loan Commitment shall be permanent and may not be reinstated.

2.6 Revolving Loan Commitment Increase.

(a) The Borrowers shall have the right to increase the Revolving Loan Commitments pursuant to this Section 2.6 subject to the restrictions of subsection 2.6(d) below (any such increase, a “Commitment Increase”) provided that (i) no Default or Event of Default has occurred and is continuing on the date of the Commitment Increase or shall result from the proposed Commitment Increase and (ii) the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of the Commitment Increase as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date). In the event that the Borrowers wish to increase the aggregate Revolving Loan Commitment at any time, the Borrowers shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Revolving Loan Commitment Increase Notice”); provided, that the aggregate amount of any such increase in the Revolving Loan Commitment shall be at least $25,000,000. The Borrowers shall (x) first, offer the existing Lenders the opportunity to participate in a pro rata increase of their Commitments among such existing Lenders to provide the Offered Increase Amount pursuant to subsection 2.6(c) and (y) second, offer one or more additional banks, financial institutions or other entities (approved by the Administrative Agent, such approval not to be unreasonably withheld) the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to subsection 2.6(b). Each Revolving Loan Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrowers desire to

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participate in such Commitment Increase. The Borrowers or, if requested by the Borrowers, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer.

(b) Any additional bank, financial institution or other entity which the Borrowers select to offer participation in the Commitment Increase and which elects to become a party to this Credit Agreement and provide a commitment in an amount so offered and accepted by it pursuant to subsection 2.6(a)(y) shall execute an Additional Lender Supplement (in substantially the form specified by the Administrative Agent, each an “Additional Lender Supplement”) with the Borrowers and the Administrative Agent, whereupon such bank, financial institution or other entity (herein called an “Additional Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Credit Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such Additional Lender, provided that the Commitment of any such new Additional Lender shall be in an amount not less than $25,000,000.

(c) Any existing Lender which accepts an offer to it by the Borrowers to increase its Commitment pursuant to subsection 2.6(a)(x) shall, in each case, execute a Commitment Increase Supplement (in substantially the form specified by the Administrative Agent, each a “Commitment Increase Supplement”) with the Borrowers and the Administrative Agent whereupon such Lender shall be bound by and entitled to the benefits of this Credit Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.1 shall be deemed to be amended to so increase the Commitment of such Lender.

(d) Notwithstanding anything to the contrary in this Section 2.6, (i) in no event shall any Commitment Increase or transaction effected pursuant to this Section 2.6 cause the aggregate Revolving Loan Commitment hereunder to exceed $3,500,000,000, (ii) no existing Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (iii) for each increase in the aggregate amount of the Revolving Loan Commitment, the commitments under the Existing DRI/CNG Facility shall be concurrently reduced dollar-for-dollar in an amount equal to such increase pursuant to Section 3.2(b) of the Existing DRI/CNG Facility.

2.7 Notes.

(a) Revolving Loan Notes. The Revolving Loans made by the Lenders to a Borrower shall be evidenced, upon request by any Lender, by a promissory note of such Borrower payable to each Lender in substantially the form of Exhibit 2.7(a) hereto (the “Revolving Loan Notes”) and in a principal amount equal to the amount of such Lender’s Commitment Percentage of the Revolving Loan Commitment as originally in effect.

(b) Competitive Bid Loan Notes. The Competitive Bid Loans made by the Lenders to a Borrower shall be evidenced, upon request by any Lender, by a promissory note of such Borrower payable to each Lender in substantially the form of Exhibit 2.7(b) hereto (the “Competitive Bid Loan Notes”) and in a principal amount equal to the Revolving Loan Commitment as originally in effect.

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The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to each Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books; provided that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of such Borrower to make a payment when due of any amount owing hereunder or under any Note in respect of the Loans to be evidenced by such Note, and each such recordation or endorsement shall be conclusive and binding absent manifest error.

2.8 Extension of Maturity Date

(a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.

(b) If and only if (i) the Required Lenders (including in the determination thereof the Commitments of all Terminating Lenders on such date) shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date

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specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments of the Terminating Lenders shall continue until the Existing Maturity Date, and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.

(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.

(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

SECTION 3. PAYMENTS

3.1 Interest.

(a) Interest Rate.

(i) All Base Rate Loans made to a Borrower shall accrue interest at the Adjusted Base Rate with respect to such Borrower.

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(ii) All Eurodollar Loans made to a Borrower shall accrue interest at the Adjusted Eurodollar Rate with respect to such Borrower applicable to such Eurodollar Loan.

(iii) All Competitive Bid Loans shall accrue interest at the applicable Competitive Bid Rate with respect to each Competitive Bid Loan.

(b) Default Rate of Interest. Upon the occurrence, and during the continuance, of an Event of Default with respect to any Borrower, the principal of and, to the extent permitted by law, interest on the Loans outstanding to such Borrower and any other amounts owing by such Borrower hereunder or under the other Credit Documents shall bear interest, payable on demand, at a per annum rate equal to 2% plus the rate which would otherwise be applicable (or if no rate is applicable, then the rate for Loans outstanding to such Borrower that are Base Rate Loans plus 2% per annum).

(c) Interest Payments. Interest on Loans shall be due and payable in arrears on each Interest Payment Date.

3.2 Prepayments.

(a) Voluntary Prepayments. Each Borrower shall have the right to prepay Loans made to it in whole or in part from time to time without premium or penalty; provided, however, that (i) Eurodollar Loans may only be prepaid on three Business Days’ prior written notice to the Administrative Agent and any prepayment of Eurodollar Loans will be subject to Section 4.3 hereof and (ii) each such partial prepayment of Loans shall be in the minimum principal amount of $10,000,000. Amounts prepaid hereunder shall be applied as such Borrower may elect; provided that if such Borrower fails to specify the application of a voluntary prepayment then such prepayment shall be applied in each case first to Base Rate Loans of such Borrower and then to Eurodollar Revolving Loans of such Borrower in direct order of Interest Period maturities.

(b) Mandatory Prepayments. If at any time the amount of Revolving Loans outstanding plus the aggregate amount of Competitive Bid Loans outstanding plus the aggregate amount of L/C Obligations exceeds the Revolving Loan Commitment, one or more of the Borrowers shall immediately make a principal payment to the Administrative Agent in the manner and in an amount necessary to be in compliance with Section 2.1 hereof. Any payments made under this Section 3.2(b) shall be subject to Section 4.3 hereof and shall be applied first to Base Rate Loans of the relevant Borrower, then to Eurodollar Revolving Loans of the relevant Borrower in direct order of Interest Period maturities, then to Competitive Bid Loans of the relevant Borrower pro rata among all Lenders holding same.

3.3 Payment in Full at Maturity.

On the Maturity Date, the entire outstanding principal balance of all Loans, together with accrued but unpaid interest and all other sums owing under this Credit Agreement, shall be due and payable in full, unless accelerated sooner pursuant to Section 10 hereof.

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3.4 Fees.

(a) Facility Fees.

(i) In consideration of the Revolving Loan Commitment being made available by the Lenders hereunder, DRI agrees to pay to the Administrative Agent, for the pro rata benefit of each Lender, a per annum fee equal to the Applicable Percentage for Facility Fees multiplied by the Revolving Loan Commitment (the “Facility Fees”).

(ii) The accrued Facility Fees shall be due and payable in arrears on each Fee Payment Date (as well as on any date that the Revolving Loan Commitment is reduced) for the immediately preceding fiscal quarter (or portion thereof), beginning with the first of such dates to occur after the Closing Date.

(b) Utilization Fees.

(i) If on any day the sum of the aggregate outstanding principal amount of all Loans to the Borrowers plus the L/C Obligations then outstanding exceeds the product of (A) one-half (1/2) times (B) the Revolving Loan Commitment, each Borrower shall pay to the Administrative Agent, for the pro rata benefit of each Lender, a per annum fee equal to the Applicable Percentage for Utilization Fees multiplied by such Borrower’s outstanding Loans plus the L/C Obligations then outstanding (the “Utilization Fees”).

(ii) The accrued Utilization Fees shall be due and payable quarterly in arrears on each Fee Payment Date (as well as on any date that the Revolving Loan Commitment is reduced), beginning with the first of such dates to occur after the Closing Date.

(c) Administrative Fees. Dominion Resources agrees to pay to the Administrative Agent an annual fee as agreed to between the Borrowers and the Administrative Agent.

3.5 Place and Manner of Payments.

All payments of principal, interest, fees, expenses and other amounts to be made by each Borrower under this Credit Agreement shall be received not later than 2:00 p.m. on the date when due in Dollars and in immediately available funds, without setoff, deduction, counterclaim or withholding of any kind, by the Administrative Agent at its offices in New York, New York, except payments to be made directly to an Issuing Lender as provided herein. Each Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent, the Loans, fees or other amounts payable by such Borrower hereunder to which such payment is to be applied (and in the event that it fails to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent, shall distribute such payment to the Lenders in such manner as it reasonably determines in its sole discretion).

3.6 Pro Rata Treatment.

Except to the extent otherwise provided herein, all Revolving Loans, each payment or prepayment of principal of any Revolving Loan, each payment of interest on the

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Revolving Loans, each payment of Facility Fees and Letter of Credit Fees, each reduction of the Revolving Loan Commitment, and each conversion or continuation of any Revolving Loans, shall be allocated pro rata among the Lenders in accordance with the respective Commitment Percentages.

3.7 Computations of Interest and Fees.

(a) Except for Base Rate Loans, on which interest shall be computed on the basis of a 365 or 366 day year as the case may be, all computations of interest and fees hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days.

(b) It is the intent of the Lenders and each Borrower to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Borrowers are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum non-usurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum non-usurious amount, any such construction shall be subject to the provisions of this paragraph and such documents shall be automatically reduced to the maximum non-usurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum lawful amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans of the relevant Borrower and not to the payment of interest, or refunded to the relevant Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans of the relevant Borrower. The right to demand payment of the Loans of any Borrower or any other indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum non-usurious amount permitted by applicable law.

3.8 Sharing of Payments.

Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other

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Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

3.9 Evidence of Debt.

(a) Each Lender shall maintain an account or accounts evidencing each Loan made by such Lender to a Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender by or for the account of each Borrower from time to time under this Credit Agreement. Each Lender will make reasonable efforts to maintain the accuracy of its account or accounts and to promptly update its account or accounts from time to time, as necessary.

(b) The Administrative Agent shall maintain the Register for each Borrower pursuant to Section 12.3(c), and a subaccount for each Lender, in which Registers and subaccounts (taken together) shall be recorded (i) the amount, type and Interest Period of each such Loan hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from or for the account of the Borrowers and each Lender’s share thereof. The Administrative Agent will make reasonable efforts to maintain the accuracy of the subaccounts referred to in the preceding sentence and to promptly update such subaccounts from time to time, as necessary.

(c) The entries made in the accounts, Registers and subaccounts maintained pursuant to subsection (b) of this Section 3.9 (and, if consistent with the entries of the Administrative Agent, subsection (a)) shall be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain any such account, such Registers or such subaccounts, as applicable, or any error therein, shall not in any manner affect the obligation of any Borrower to repay the Loans made by such Lender to such Borrower in accordance with the terms hereof.

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SECTION 4. ADDITIONAL PROVISIONS REGARDING LOANS

4.1 Eurodollar Loan Provisions.

(a) Unavailability. In the event that the Administrative Agent shall have determined in good faith (i) that U.S. dollar deposits in the principal amounts requested with respect to a Eurodollar Loan are not generally available in the London interbank Eurodollar market or (ii) that reasonable means do not exist for ascertaining the Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give notice of such determination to the Borrowers and the Lenders. In the event of any such determination under clauses (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any request by a Borrower for Eurodollar Loans shall be deemed to be a request for Base Rate Loans (or Absolute Rate Competitive Bid Loans, as the case may be), and (B) any request by a Borrower for conversion into or continuation of Eurodollar Revolving Loans shall be deemed to be a request for conversion into or continuation of Base Rate Loans.

(b) Change in Legality.

(i) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the relevant Borrower and to the Administrative Agent, such Lender may:

(A) declare that Eurodollar Loans, and conversions to or continuations of Eurodollar Loans, will not thereafter be made by such Lender to such Borrower hereunder, whereupon any request by such Borrower for, or for conversion into or continuation of, Eurodollar Loans shall, as to such Lender only, be deemed a request for, or for conversion into or continuation of, Base Rate Loans (or Absolute Rate Competitive Bid Loans, as the case may be), unless such declaration shall be subsequently withdrawn; and

(B) require that all outstanding Eurodollar Loans made by it to such Borrower be converted to Base Rate Loans (or Absolute Rate Competitive Bid Loans, as the case may be) in which event all such Eurodollar Loans shall be automatically converted to Base Rate Loans (or Absolute Rate Competitive Bid Loans, as the case may be).

In the event any Lender shall exercise its rights under clause (A) or (B) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender to such Borrower or the converted Eurodollar Loans of such Lender to such Borrower shall instead be applied to repay the Base Rate Loans (or Absolute Rate Competitive Bid Loans, as the case may be) made by such Lender to such Borrower in lieu of, or resulting from the conversion of, such Eurodollar Loans.

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(c) Increased Costs. If at any time a Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to the making, the commitment to make or the maintaining of any Eurodollar Loan because of (i) any change since the date of this Credit Agreement in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or such order) including, without limitation, the imposition, modification or deemed applicability of any reserves, deposits or similar requirements (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Adjusted Eurodollar Rate) or (ii) other circumstances affecting the London interbank Eurodollar market; then the relevant Borrower shall pay to such Lender promptly upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender may determine in its sole discretion) as may be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder.

Each determination and calculation made by a Lender under this Section 4.1 shall, absent manifest error, be binding and conclusive on the parties hereto.

4.2 Capital Adequacy.

If, after the date hereof, any Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to any Borrower to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s (or parent corporation’s) policies with respect to capital adequacy), then, upon notice from such Lender, the relevant Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent corporation) for such reduction. Each determination by any such Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto.

4.3 Compensation.

Each Borrower shall compensate each Lender, upon its written request, for all reasonable losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Lender to fund its Eurodollar Loans to such Borrower) which such Lender may sustain:

(a) if for any reason (other than a default by such Lender or the Administrative Agent) a borrowing of Eurodollar Loans or Absolute Rate Competitive Bid Loans to such Borrower does not occur on a date specified therefor in a Notice of Borrowing or Competitive Bid Request to such Borrower, as the case may be;

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(b) if any repayment, continuation or conversion of any Eurodollar Loan or Absolute Rate Competitive Bid Loan by such Borrower occurs on a date which is not the last day of an Interest Period applicable thereto, including, without limitation, in connection with any demand, acceleration, mandatory prepayment or otherwise (including any demand under this Section 4); or

(c) if such Borrower fails to repay its Eurodollar Loans or Absolute Rate Competitive Bid Loan when required by the terms of this Credit Agreement.

Calculation of all amounts payable to a Lender under this Section 4.3 shall be made as though the Lender has actually funded its relevant Eurodollar Loan through the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurodollar Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 4.3.

4.4 Taxes.

(a) Tax Liabilities Imposed on a Lender. Any and all payments by a Borrower hereunder or under any of the Credit Documents shall be made, in accordance with the terms hereof and thereof, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by net income and franchise taxes imposed on any Lender by the jurisdiction under the laws of which such Lender is organized or transacting business or any political subdivision thereof (all such non-excluded taxes, being hereinafter referred to as “Taxes”). If such Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) such Borrower shall deliver to such Lender evidence of such payment to the relevant Governmental Authority.

(b) Other Taxes. In addition, each Borrower agrees to pay, upon notice from a Lender and prior to the date when penalties attach thereto, all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies of the United States or any state or political subdivision thereof or any applicable foreign jurisdiction that arise from any payment made hereunder by such Borrower or from the execution, delivery or registration of, or otherwise from such Borrower’s participation with respect to, this Credit Agreement (collectively, the “Other Taxes”).

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(c) Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund.

If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

(d) Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrowers and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, of the United States Internal Revenue Service entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Notes or (2) Form W-8ECI, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrowers and the Administrative Agent such additional duly completed and signed copies of such forms (or such

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successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrowers or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of any Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrowers and the Administrative Agent a certificate to the effect that it is such a “United States person.”

4.5 Mitigation; Mandatory Assignment.

The Administrative Agent and each Lender shall use reasonable efforts to avoid or mitigate any increased cost or suspension of the availability of an interest rate under Sections 4.1 through 4.4 above to the greatest extent practicable (including transferring the Loans to another lending office or Affiliate of a Lender) unless, in the opinion of the Administrative Agent or such Lender, such efforts would be likely to have an adverse effect upon it. In the event a Lender makes a request to a Borrower for additional payments in accordance with Section 4.1, 4.2 or 4.4, then, provided that no Default or Event of Default with respect to such Borrower has occurred and is continuing at such time, such Borrower may, at its own expense (such expense to include any transfer fee payable to the Administrative Agent under Section 12.3(b) and any expense pursuant to Section 4 hereof) and in its sole discretion, require such Lender to transfer and assign in whole (but not in part), without recourse (in accordance with and subject to the terms and conditions of Section 12.3(b)), all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee which shall assume such assigned obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (a) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (b) the Borrowers or such Eligible Assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Loans hereunder held by such assigning Lender and all other amounts owed to such assigning Lender hereunder, including amounts owed pursuant to Sections 4.1 through 4.4 hereof.

SECTION 5. LETTERS OF CREDIT

5.1 L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), agrees to issue new letters of credit (“Letters of Credit”) for the account of the relevant Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the

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Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB-as published by S&P, is at least Baa3 as published by Moody’s and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by Moody’s or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrowers shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrowers by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).

(b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

5.2 Procedure for Issuance of Letter of Credit. The Borrowers may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender and such other certificates, documents and other papers and information as such Issuing Lender may request. Upon receipt of any Application, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the relevant Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the relevant Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

5.3 Fees and Other Charges. (a) The Borrowers will pay a fee (“Letter of Credit Fees”) on all outstanding Letters of Credit at a per annum rate equal to the Applicable Percentage then in effect with respect to Eurodollar Loans, shared ratably among the Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the relevant Borrower shall pay to each Issuing Lender for its own account a fronting fee on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date.

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(b) In addition to the foregoing fees, the relevant Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

5.4 L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Credit Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.

(b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 5.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Adjusted Base Rate. A certificate of such Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.

(c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrowers or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

5.5 Reimbursement Obligation of the Borrowers. The Borrowers agree to reimburse each Issuing Lender on the Business Day next succeeding each Business Day on

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which such Issuing Lender notifies the relevant Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full (i) at the Adjusted Base Rate until the Business Day next succeeding the date of the relevant notice and (ii) thereafter, at the rate set forth in Section 3.1(b).

5.6 Obligations Absolute. The Borrowers’ obligations under this Section 5 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that any Borrower may have or have had against the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrowers also agree with the Issuing Lender that the Issuing Lender shall not be responsible for, and the relevant Borrower’s Reimbursement Obligations under Section 5.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of any Borrower against any beneficiary of such Letter of Credit or any such transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Lender. The Borrowers agree that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrowers and shall not result in any liability of the Issuing Lender to the Borrowers.

5.7 Letter of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the relevant Borrower of the date and amount thereof. The responsibility of the Issuing Lender to the relevant Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit, subject to Section 5.6.

5.8 Applications. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 5, the provisions of this Section 5 shall control.

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SECTION 6. CONDITIONS PRECEDENT

6.1 Closing Conditions.

The obligation of the Lenders to enter into the Credit Documents is subject to satisfaction of the following conditions (all documents described below to be in form and substance acceptable to the Lenders), on or before February 28, 2006:

(a) Credit Documents. Receipt by the Administrative Agent of duly executed copies of: (i) this Credit Agreement and (ii) the other Credit Documents.

(b) Corporate Documents. Receipt by the Administrative Agent of the following:

(i) Charter Documents. Copies of the articles of incorporation or other charter documents of each Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and certified by a secretary or assistant secretary of the relevant Borrower to be true and correct as of the Closing Date.

(ii) Bylaws. A copy of the bylaws of each Borrower certified by a secretary or assistant secretary of the relevant Borrower to be true and correct as of the Closing Date.

(iii) Resolutions. Copies of resolutions of the Board of Directors of each Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the relevant Borrower to be true and correct and in force and effect as of the Closing Date.

(iv) Good Standing. Copies of (a) certificates of good standing, existence or its equivalent with respect to each Borrower certified as of a recent date by the appropriate Governmental Authorities of its jurisdiction of incorporation and (b) to the extent available, a certificate indicating payment of all corporate franchise taxes certified as of a recent date by the appropriate Governmental Authorities of each Borrower’s jurisdiction of incorporation.

(c) Closing Certificate. Receipt by the Administrative Agent of a certificate of each Borrower, dated the Closing Date, substantially in the form of Exhibit 6.1(c), executed by any Assistant Treasurer and the Secretary or any Assistant Secretary of such Borrower, and attaching the documents referred to in subsections 6.1(b).

(d) Outstanding Facilities. (i) The Existing DRI/CNG Facility shall have been, or shall simultaneously with the Closing Date be, reduced dollar-for-dollar by an amount equal to the Revolving Loan Commitment in excess of $2,500,000,000; and (ii) the revolving loan commitments under the existing $2,500,000,000 Five-Year Credit Agreement, dated as of May 12, 2005 among the Borrowers, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as administrative agent, shall have been terminated and all amounts owing thereunder shall have been paid in full.

(e) Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented.

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(f) Opinion of Counsel. Receipt by the Administrative Agent of an opinion, or opinions, satisfactory in form and content to the Administrative Agent and the Lenders, addressed to the Administrative Agent and each of the Lenders and dated as of the Closing Date, substantially in the form of Exhibit 6.1(f), from McGuireWoods LLP, legal counsel to the Borrowers.

(g) Financial Statements. Receipt and approval by the Administrative Agent and the Lenders of the audited financial statements of each Borrower and its Consolidated Subsidiaries for each of the fiscal years ended as of December 31, 2003 and December 31, 2004 and the unaudited financial statements of each Borrower and its Consolidated Subsidiaries dated as of September 30, 2005.

(h) Consents. Receipt by the Administrative Agent of a written representation from each Borrower that (i) all governmental, shareholder and third party consents and approvals necessary or, in the reasonable opinion of the Administrative Agent, advisable in connection with the transactions contemplated hereby have been received and are in full force and effect and (ii) no condition or requirement of law exists which could reasonably be likely to restrain, prevent or impose any material adverse condition on the transactions contemplated hereby, and receipt by the Administrative Agent of copies of any required orders of the Virginia State Corporation Commission or any other state utilities commission approving the relevant Borrower’s execution, delivery and performance of this Credit Agreement and the borrowings hereunder.

(i) No Default; Representations and Warranties. As of the Closing Date (i) there shall exist no Default or Event of Default by any Borrower and (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects.

(j) Material Adverse Effect. No event or condition shall have occurred since the dates of the financial statements delivered pursuant to Section 6.1(g) above that has or would be likely to have a Material Adverse Effect on the Borrowers.

(k) Other. Receipt by the Lenders of such other documents, instruments, agreements or information as reasonably requested by any Lender.

The Administrative Agent shall provide written notice to the Borrowers and the Lenders upon the occurrence of the Effective Date (as defined in Section 12.15).

6.2 Conditions to Loans and Letters of Credit.

In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make new Loans to any Borrower (including the initial Loans to be made hereunder) or to issue, renew or participate in any Letter of Credit unless:

(a) Request. Such Borrower shall have timely delivered a duly executed and completed Notice of Borrowing, Competitive Bid Request or Application, as applicable, in conformance with all the terms and conditions of this Credit Agreement.

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(b) Representations and Warranties. The representations and warranties made by such Borrower in or pursuant to the Credit Documents are true and correct in all material respects at and as if made as of the date of the funding of the Loans or issuance or renewal of any Letter of Credit or, if any such representation and warranty was made as of a specific date, such representation and warranty was true and correct in all material respects as of such date; provided, however, that the representation and warranty set forth in clause (ii) of the second paragraph of Section 7.6 hereof need not be true and correct as a condition to the making of any Loans or the issuance, renewal or participations in any Letter of Credit made after the Closing Date.

(c) No Default. On the date of the funding of the Loans or issuance or renewal of any Letter of Credit, no Default or Event of Default with respect to such Borrower has occurred and is continuing or would be caused by making the Loans or issuing the Letter of Credit.

(d) Availability. Immediately after giving effect to the making of a Loan (and the application of the proceeds thereof) or issuance or renewal of the Letter of Credit, the sum of Loans outstanding and the L/C Obligations shall not exceed the Revolving Loan Commitment.

The delivery of each Notice of Borrowing and Application shall constitute a representation and warranty by such Borrower of the correctness of the matters specified in subsections (b), (c) and (d) above.

SECTION 7. REPRESENTATIONS AND WARRANTIES

Each Borrower, severally and not jointly, hereby represents and warrants to each Lender that:

7.1 Organization and Good Standing.

Such Borrower and each Material Subsidiary of such Borrower (other than any Material Subsidiary that is not a corporation) (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (b) is duly qualified and in good standing as a foreign corporation authorized to do business in every jurisdiction where the failure to so qualify would have a Material Adverse Effect on such Borrower and (c) has the requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted. Each Material Subsidiary of such Borrower that is not a corporation (a) is a legal entity duly organized, existing and in good standing under the laws of its jurisdiction of organization, (b) is registered or qualified as an entity authorized to do business in every jurisdiction where the failure to be so registered or qualified would have a Material Adverse Effect on such Borrower and (c) has the requisite power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted.

7.2 Due Authorization.

Such Borrower (a) has the requisite corporate power and authority to execute, deliver and perform this Credit Agreement and the other Credit Documents and to incur the obligations herein and therein provided for and (b) is duly authorized to, and has been authorized by all necessary corporate action, to execute, deliver and perform this Credit Agreement and the other Credit Documents.

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7.3 No Conflicts.

Neither the execution and delivery of the Credit Documents and the consummation of the transactions contemplated therein, nor the performance of and compliance with the terms and provisions thereof by such Borrower will (a) violate or conflict with any provision of its articles of incorporation or bylaws, (b) violate, contravene or materially conflict with any law, regulation (including without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or materially conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the violation of which could have a Material Adverse Effect on such Borrower or (d) result in or require the creation of any Lien upon or with respect to its properties.

7.4 Consents.

No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required to be obtained or made by such Borrower in connection with such Borrower’s execution, delivery or performance of this Credit Agreement or any of the other Credit Documents that has not been obtained or made, other than any filings with the Securities and Exchange Commission and other Governmental Authorities that may be required to be made after the date hereof.

7.5 Enforceable Obligations.

This Credit Agreement and the other Credit Documents have been duly executed and delivered and constitute legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their respective terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors’ rights generally or by general equitable principles.

7.6 Financial Condition.

The financial statements provided to the Lenders pursuant to Section 6.1(g) and pursuant to Section 8.1(a) and (b) present fairly the financial condition, results of operations and cash flows of such Borrower and its Consolidated Subsidiaries as of the dates stated therein.

In addition, (i) such financial statements were prepared in accordance with GAAP and (ii) since the latest date of such financial statements, there have occurred no changes or circumstances which have had or would be reasonably expected to have a Material Adverse Effect on such Borrower.

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7.7 No Default.

Neither such Borrower nor any of its Material Subsidiaries is in default in any respect under any contract, lease, loan agreement, indenture, mortgage, security agreement or other agreement or obligation to which it is a party or by which any of its properties is bound which default would have or would be reasonably expected to have a Material Adverse Effect on such Borrower.

7.8 Indebtedness.

As of the Closing Date, such Borrower has no Indebtedness except as disclosed in the financial statements referenced in Section 6.1(g) and on Schedule 7.8.

7.9 Litigation.

Except as disclosed in such Borrower’s Annual Report on Form 10-K for the year ended December 31, 2004 and such Borrower’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, there are no actions, suits or legal, equitable, arbitration or administrative proceedings, pending or, to the knowledge of such Borrower, threatened against such Borrower or a Material Subsidiary of such Borrower in which there is a reasonable possibility of an adverse decision which would have or would reasonably be expected to have a Material Adverse Effect on such Borrower.

7.10 Taxes.

Such Borrower and each Material Subsidiary of such Borrower has filed, or caused to be filed, all material tax returns (federal, state, local and foreign) required to be filed by it and paid all amounts of taxes shown thereon to be due (including interest and penalties) and has paid all other material taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes which are not yet delinquent or that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP.

7.11 Compliance with Law.

Except as disclosed in such Borrower’s Annual Report on Form 10-K for the year ended December 31, 2004 and such Borrower’s Quarterly Report for the quarter ended September 30, 2005, such Borrower and each Material Subsidiary of such Borrower is in compliance with all laws, rules, regulations, orders and decrees applicable to it, or to its properties, unless such failure to comply would not have a Material Adverse Effect on such Borrower.

7.12 ERISA.

(a) No Reportable Event has occurred and is continuing with respect to any Plan of such Borrower; (b) no Plan of such Borrower has an accumulated funding deficiency determined under Section 412 of the Code; (c) no proceedings have been instituted, or, to the knowledge of such Borrower, planned to terminate any Plan of such Borrower; (d) neither such Borrower, nor any member of a Controlled Group including such Borrower, nor any duly-

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appointed administrator of a Plan of such Borrower has instituted or intends to institute proceedings to withdraw from any Multiemployer Pension Plan (as defined in Section 3(37) of ERISA); and (e) each Plan of such Borrower has been maintained and funded in all material respects in accordance with its terms and with the provisions of ERISA applicable thereto.

7.13 Government Regulation.

Such Borrower is not an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and is not controlled by such a company, nor is otherwise subject to regulation under the Investment Company Act.

7.14 Solvency.

Such Borrower is and, after the consummation of the transactions contemplated by this Credit Agreement and the other Credit Documents, will be Solvent.

SECTION 8. AFFIRMATIVE COVENANTS

Each Borrower, severally but not jointly, hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Loans made to it, together with interest, fees and other obligations hereunder, have been paid in full and the Commitments and all Letters of Credit hereunder shall have terminated:

8.1 Information Covenants.

Such Borrower will furnish, or cause to be furnished, to the Administrative Agent and each Lender:

(a) Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of such Borrower, a Form 10-K as required to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Exchange Act, which includes financial information required by such Form 10-K, such financial information to be in reasonable form and detail and audited by Deloitte & Touche or another independent registered public accounting firm of recognized national standing reasonably acceptable to the Administrative Agent and whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP (except for changes with which such accountants concur) and shall not be limited as to the scope of the audit or qualified in any respect.

(b) Quarterly Financial Statements. As soon as available, and in any event within 60 days after the close of each of the first three fiscal quarters of such Borrower a Form 10-Q as required to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Exchange Act, which includes the financial information required by such Form 10-Q, such financial information to be in reasonable form and detail and accompanied by a certificate of the chief financial officer or treasurer of such Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of such Borrower and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments.

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(c) Officer’s Certificate. At the time of delivery of the financial statements provided for in Sections 8.1(a) and 8.1(b) above, a certificate of the chief financial officer or treasurer of such Borrower, substantially in the form of Exhibit 8.1(c), (i) demonstrating compliance with the financial covenant contained in Section 8.11 by calculation thereof as of the end of each such fiscal period and (ii) stating that no Default or Event of Default by such Borrower exists, or if any such Default or Event of Default does exist, specifying the nature and extent thereof and what action such Borrower proposes to take with respect thereto.

(d) Reports. Promptly upon transmission or receipt thereof, copies of any filings and registrations with, and reports to or from, the Securities and Exchange Commission, or any successor agency, and copies of all financial statements, proxy statements, notices and reports as Dominion Resources shall send to its shareholders.

(e) Notices. Upon such Borrower obtaining knowledge thereof, such Borrower will give written notice to the Administrative Agent immediately of (i) the occurrence of an event or condition consisting of a Default or Event of Default by such Borrower, specifying the nature and existence thereof and what action such Borrower proposes to take with respect thereto and (ii) the occurrence of any of the following: (A) the pendency or commencement of any litigation, arbitral or governmental proceeding against such Borrower or a Material Subsidiary of such Borrower which, if adversely determined, is likely to have a Material Adverse Effect on such Borrower, (B) the institution of any proceedings against such Borrower or a Material Subsidiary of such Borrower with respect to, or the receipt of notice by such Person of potential liability or responsibility for violation, or alleged violation of any federal, state or local law, rule or regulation, the violation of which would likely have a Material Adverse Effect on such Borrower or (C) any notice or determination concerning the imposition of any withdrawal liability by a Multiemployer Plan against such Borrower or any of its ERISA Affiliates, the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA or the termination of any Plan of such Borrower.

(f) Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of such Borrower as the Administrative Agent or the Required Lenders may reasonably request.

In lieu of furnishing the Lenders the items referred to in this Section 8.1, the Borrower may make available such items on the Borrower’s corporate website, any Securities and Exchange Commission website or any such other publicly available website as notified to the Administrative Agent and the Lenders.

8.2 Preservation of Existence and Franchises.

Such Borrower will do (and will cause each of its Material Subsidiaries to do) all things necessary to preserve and keep in full force and effect its (i) existence and (ii) to the extent material to the conduct of the business of the Borrower or any of its Material Subsidiaries, its rights, franchises and authority; provided that nothing in this Section 8.2 shall prevent any

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transaction otherwise permitted under Section 9.2 or Section 9.3 or any change in the form of organization (by merger or otherwise) of any Material Subsidiary of any Borrower so long as such change shall not have an adverse effect on such Borrower’s ability to perform its obligations hereunder.

8.3 Books and Records.

Such Borrower will keep (and will cause each of its Material Subsidiaries to keep) complete and accurate books and records of its transactions in accordance with good accounting practices on the basis of GAAP (including the establishment and maintenance of appropriate reserves).

8.4 Compliance with Law.

Such Borrower will comply (and will cause each of its Material Subsidiaries to comply) with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction would be reasonably expected to have a Material Adverse Effect on such Borrower.

8.5 Payment of Taxes.

Such Borrower will pay and discharge all material taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent; provided, however, that such Borrower shall not be required to pay any such tax, assessment, charge, levy, or claim which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP.

8.6 Insurance.

Such Borrower will at all times maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance and casualty insurance) in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry practice.

8.7 Performance of Obligations.

Such Borrower will perform (and will cause each of its Material Subsidiaries to perform) in all material respects all of its obligations under the terms of all agreements that are material to the conduct of the business of the Borrower or any of its Material Subsidiaries and all indentures, mortgages, security agreements or other debt instruments to which it is a party or by which it is bound.

8.8 ERISA.

Such Borrower and each of its ERISA Affiliates will (a) at all times make prompt payment of all contributions (i) required under all employee pension benefit plans (as defined in

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Section 3(2) of ERISA) (“Pension Plans”) and (ii) required to meet the minimum funding standard set forth in ERISA with respect to each of its Plans; (b) promptly upon request, furnish the Administrative Agent and the Lenders copies of each annual report/return (Form 5500 Series), as well as all schedules and attachments required to be filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA, and the regulations promulgated thereunder, in connection with each of its Pension Plans for each Plan Year (as defined in ERISA); (c) notify the Administrative Agent immediately of any fact, including, but not limited to, any Reportable Event arising in connection with any of its Plans, which might constitute grounds for termination thereof by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan, together with a statement, if requested by the Administrative Agent, as to the reason therefor and the action, if any, proposed to be taken in respect thereof; and (d) furnish to the Administrative Agent, upon its request, such additional information concerning any of its Plans as may be reasonably requested. Such Borrower will not nor will it permit any of its ERISA Affiliates to (A) terminate a Plan if any such termination would have a Material Adverse Effect on such Borrower or (B) cause or permit to exist any Reportable Event under ERISA or other event or condition which presents a material risk of termination at the request of the PBGC if such termination would have a Material Adverse Effects.

8.9 Use of Proceeds.

The proceeds of the Loans made to each Borrower hereunder may be used solely (a) to provide credit support for such Borrower’s commercial paper, (b) for working capital of such Borrower and its Subsidiaries and (c) for other general corporate purposes.

None of the proceeds of the Loans made to such Borrower hereunder will be used for the purpose of purchasing or carrying any “margin stock” which violates Regulation U or Regulation X or for the purpose of reducing or retiring in violation of Regulation U or Regulation X any Indebtedness which was originally incurred to purchase or carry “margin stock” or for any other purpose which might constitute this transaction a “purpose credit” in violation of Regulation U or Regulation X.

8.10 Audits/Inspections.

Upon reasonable notice, during normal business hours and in compliance with the reasonable security procedures of such Borrower, such Borrower will permit representatives appointed by the Administrative Agent or the Required Lenders (or, upon a Default or Event of Default, any Lender), including, without limitation, independent accountants, agents, attorneys, and appraisers to visit and inspect such Borrower’s property, including its books and records, its accounts receivable and inventory, the Borrower’s facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Required Lenders (or, upon a Default or Event of Default, any Lender) or the Administrative Agent or its representatives to investigate and verify the accuracy of information provided to the Lenders and to discuss all such matters with the officers, employees and representatives of such Borrower.

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8.11 Total Funded Debt to Capitalization.

The ratio of (a) Total Funded Debt to (b) Capitalization for each Borrower shall at all times be less than or equal to .65 to 1.00 (each on a consolidated basis).

SECTION 9. NEGATIVE COVENANTS

Each Borrower, severally but not jointly, hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Loans, together with interest, fees and other obligations hereunder, have been paid in full and the Commitments and all Letters of Credit hereunder shall have terminated:

9.1 Nature of Business.

Such Borrower will not alter the character of its business from that conducted as of the Closing Date and activities reasonably related thereto and similar and related businesses; provided, however, that the Borrower may transfer Non-Regulated Assets to one or more Wholly-Owned Subsidiaries of DRI to the extent permitted under Section 9.3.

9.2 Consolidation and Merger.

Such Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such Borrower exists:

(a) a Subsidiary of such Borrower may be merged or consolidated with or into any Borrower; provided that a Borrower shall be the continuing or surviving entity;

(b) such Borrower may merge or consolidate with any other Person if either (i) such Borrower shall be the continuing or surviving entity or (ii) such Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and

(c) such Borrower may be merged or consolidated with or into any other Borrower.

9.3 Sale or Lease of Assets.

Such Borrower will not convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its business or assets whether

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now owned or hereafter acquired, it being understood and agreed that any Borrower (or any Material Subsidiary of a Borrower) may transfer Non-Regulated Assets to one or more Wholly-Owned Subsidiaries of Dominion Resources, provided that (i) each such Wholly-Owned Subsidiary remains at all times a Wholly-Owned Subsidiary of Dominion Resources and (ii) the Ratings of Dominion Resources and such Borrower will not be lowered to less than BBB by S&P, Baa2 by Moody’s or BBB by Fitch in connection with or as a result of such transfer.

9.4 Limitation on Liens.

In the case of VaPower, VaPower shall not, nor shall it permit any of its Material Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for (i) Liens permitted by the VaPower Indenture and (ii) Liens created in the ordinary course of business.

In the case of CNG, if CNG shall pledge, mortgage or hypothecate, or permit any Lien upon, any property or assets at any time owned by CNG and by reason thereof CNG would under the CNG Indenture be obligated to cause the securities outstanding under the CNG Indenture as from time to time in effect to be secured by such pledge, mortgage, hypothecation or other Lien, CNG shall concurrently make effective provision whereby the Loans outstanding hereunder will be equally and ratably secured with any and all other indebtedness thereby secured.

In the case of Dominion Resources, if Dominion Resources shall pledge as security for any indebtedness or obligations, or permit any Lien as security for Indebtedness or obligations upon, any capital stock owned by it on the date hereof or thereafter acquired, of any of its Material Subsidiaries, Dominion Resources will secure the outstanding Loans ratably with the indebtedness or obligations secured by such pledge, except for Liens incurred or otherwise arising in the ordinary course of business.

9.5 Fiscal Year.

Such Borrower will not change its fiscal year without prior notification to the Lenders.

SECTION 10. EVENTS OF DEFAULT

10.1 Events of Default.

An Event of Default with respect to a Borrower shall exist upon the occurrence and continuation of any of the following specified events with respect to such Borrower (each an “Event of Default”):

(a) Payment. Such Borrower shall:

(i) default in the payment when due of any principal of any of the Loans or Reimbursement Obligations, or shall fail to deliver to the Administrative Agent, when due, any cash collateral required to be provided in accordance with Section 5.1(a); or

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(ii) default, and such default shall continue for five or more Business Days, in the payment when due of any interest on the Loans or of any fees or other amounts owing hereunder, under any of the other Credit Documents or in connection herewith.

(b) Representations. Any representation, warranty or statement made or deemed to be made by such Borrower herein, in any of the other Credit Documents, or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto shall prove untrue in any material respect on the date as of which it was deemed to have been made.

(c) Covenants. Such Borrower shall:

(i) default in the due performance or observance of any term, covenant or agreement contained in Sections 8.2, 8.9, 8.11 or 9.1 through 9.5, inclusive; or

(ii) default in the due performance or observance by it of any term, covenant or agreement contained in Section 8.1(a), (b), (c) or (e) and such default shall continue unremedied for a period of five Business Days after the earlier of such Borrower becoming aware of such default or notice thereof given by the Administrative Agent; or

(iii) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in subsections (a), (b), (c)(i), or (c)(ii) of this Section 10.1) contained in this Credit Agreement or any other Credit Document and such default shall continue unremedied for a period of at least 30 days after the earlier of such Borrower becoming aware of such default or notice thereof given by the Administrative Agent.

(d) Credit Documents. Any Credit Document shall fail to be in full force and effect in all material respects with respect to such Borrower or to give the Administrative Agent and/or the Lenders all material security interests, liens, rights, powers and privileges purported to be created thereby and relating to such Borrower.

(e) Bankruptcy, etc. The occurrence of any of the following with respect to such Borrower or a Material Subsidiary of such Borrower (i) a court or governmental agency having jurisdiction in the premises shall enter a decree or order for relief in respect of such Borrower or a Material Subsidiary of such Borrower in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Borrower or a Material Subsidiary of such Borrower or for any substantial part of its property or ordering the winding up or liquidation of its affairs; or (ii) an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect is commenced against such Borrower or a Material Subsidiary of such Borrower and such petition remains unstayed and in effect for a period of 60 consecutive days; or (iii) such Borrower or a Material Subsidiary of such Borrower shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or any substantial part of its property or make any general assignment for the benefit of creditors; or (iv) such Borrower

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or a Material Subsidiary of such Borrower shall admit in writing its inability to pay its debts generally as they become due or any action shall be taken by such Person in furtherance of any of the aforesaid purposes.

(f) Defaults under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $35,000,000, (i) such Borrower or a Material Subsidiary of such Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

(g) Judgments. One or more judgments, orders, or decrees shall be entered against such Borrower or a Material Subsidiary of such Borrower involving a liability of $35,000,000 or more, in the aggregate, (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage) and such judgments, orders or decrees shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (i) the last day on which such judgment, order or decree becomes final and unappealable and, where applicable, with the status of a judicial lien or (ii) 30 days.

(h) ERISA. (i) Such Borrower, or a Material Subsidiary of such Borrower or any member of the Controlled Group including such Borrower shall fail to pay when due an amount or amounts aggregating in excess of $35,000,000 which it shall have become liable to pay under Title IV of ERISA; or (ii) notice of intent to terminate a Plan or Plans of such Borrower which in the aggregate have unfunded liabilities in excess of $35,000,000 (individually and collectively, a “Material Plan”) shall be filed under Title IV of ERISA by such Borrower or any member of the Controlled Group including such Borrower, any plan administrator or any combination of the foregoing; or (iii) the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan of such Borrower; or (iv) a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan of such Borrower must be terminated; or (v) there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the Controlled Group including such Borrower to incur a current payment obligation in excess of $35,000,000.

(i) Change of Control. The occurrence of any Change of Control with respect to such Borrower.

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10.2 Acceleration; Remedies.

(a) Upon the occurrence of an Event of Default with respect to any Borrower, and at any time thereafter unless and until such Event of Default has been waived by the Required Lenders or cured to the satisfaction of the Required Lenders, the Administrative Agent may with the consent of the Required Lenders, and shall, upon the request and direction of the Required Lenders, by written notice to such Borrower take any of the following actions without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against such Borrower, except as otherwise specifically provided for herein:

(i) Termination of Commitments. Declare the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) terminated whereupon the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall be immediately terminated.

(ii) Acceleration of Loans. Declare the unpaid principal of and any accrued interest in respect of all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) and any and all other indebtedness or obligations of any and every kind (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to any of the Lenders or the Administrative Agent hereunder to be due whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources).

(iii) Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents, including, without limitation, all rights of set-off, as against such Borrower.

(b) Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources), all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders.

(c) With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, the Borrowers shall at such time deposit in a cash collateral account established with the

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Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrowers hereunder and under the other Credit Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrowers hereunder and under the other Credit Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowers (or such other Person as may be lawfully entitled thereto).

10.3 Allocation of Payments After Event of Default.

Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any Borrower, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below;

SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth below;

THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below;

FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth below;

FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and

SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

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SECTION 11. AGENCY PROVISIONS

11.1 Appointment.

Each Lender hereby designates and appoints JPMCB as administrative agent of such Lender to act as specified herein and the other Credit Documents, and each such Lender hereby authorizes the Administrative Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated by the terms hereof and of the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere herein and in the other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and no Borrower shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Borrower.

11.2 Delegation of Duties.

The Administrative Agent may execute any of its duties hereunder or under the other Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

11.3 Exculpatory Provisions.

Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), or responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by a Borrower contained herein or in any of the other Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrowers to perform their respective obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by a Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of a Borrower to the Administrative Agent or any Lender or be required to ascertain or

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inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of a Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Credit Agreement as “Syndication Agent” or “Co-Documentation Agents” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

11.4 Reliance on Communications.

The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to a Borrower, independent accountants and other experts selected by the Administrative Agent with reasonable care). The Administrative Agent may deem and treat the Lenders as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with Section 12.3(b). The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Credit Documents unless it shall first receive such advice or concurrence of the Required Lenders (or to the extent specifically provided in Section 12.6, all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section 12.6, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).

11.5 Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the relevant Borrower referring to the Credit Document, describing such Default or Event of Default and stating that such notice is a “notice of default.” In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be directed by the Required Lenders (or, to the extent specifically provided in Section 12.6, all the Lenders).

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11.6 Non-Reliance on Administrative Agent and Other Lenders.

Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any review of the affairs of a Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of a Borrower and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of a Borrower. Except for (i) delivery of the Credit Documents and (ii) notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of a Borrower which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

11.7 Indemnification.

Each Lender agrees to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by a Borrower and without limiting the obligation of a Borrower to do so), ratably according to its Revolving Loan Commitment, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent in its capacity as such in any way relating to or arising out of this Credit Agreement or the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder and under the other Credit Documents.

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11.8 Administrative Agent in Its Individual Capacity.

The Administrative Agent and its Affiliates may make loans to, issue or participate in Letters of Credit for the account of, accept deposits from and generally engage in any kind of business with a Borrower as though the Administrative Agent were not Administrative Agent hereunder. With respect to the Loans made by it, the Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though they were not Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

11.9 Successor Administrative Agent.

The Administrative Agent may, at any time, resign upon 30 days written notice to the Lenders. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent until such time, if any, as a successor Administrative Agent shall have been so appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

SECTION 12. MISCELLANEOUS

12.1 Notices.

Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (a) when delivered, (b) when transmitted via telecopy (or other facsimile device), (c) the Business Day following the day on which the same has been delivered prepaid (or pursuant to an invoice arrangement) to a reputable national overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address or telecopy numbers set forth on Schedule 12.1, or at such other address as such party may specify by written notice to the other parties hereto.

Notices and other communications to any Lender hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or a Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

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12.2 Right of Set-Off; Adjustments.

In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

12.3 Benefit of Agreement.

(a) Generally. This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that a Borrower may not assign and transfer any of its interests hereunder (except as permitted by Section 9.2) without prior written consent of the Lenders; and provided further that the rights of each Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in this Section 12.3.

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(b) Assignments. Each Lender may assign all or a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its Loans, its Notes, and its Commitment); provided, however, that:

(i) each such assignment shall be to an Eligible Assignee;

(ii) each of (A) the Administrative Agent and (B) the Issuing Lenders, shall have provided their written consent (not to be unreasonably withheld);

(iii) DRI shall have provided its written consent (not to be unreasonably withheld) which consent shall not be required during the existence of a Default or Event of Default;

(iv) any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof;

(v) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and

(vi) the parties to such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment Agreement in substantially the form of Exhibit 12.3, together with a processing fee from the assignor of $4,000.

Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4.

By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished

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pursuant hereto or thereto or the financial condition of a Borrower or the performance or observance by such Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

(c) Register. The Administrative Agent shall maintain a copy of each Assignment Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time by each Borrower (collectively, the “Registers”). The entries in the Registers shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the relevant Register as a Lender hereunder for all purposes of this Credit Agreement. The Registers shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Acceptance. Upon its receipt of an assignment agreement executed by the parties thereto, together with any Note subject to such assignment and payment of the processing fee, the Administrative Agent shall, if such Assignment Agreement has been completed and is in substantially the form of Exhibit 12.3, (i) accept such assignment agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the parties thereto.

(e) Participations. Each Lender may sell, transfer, grant or assign participations in all or any part of such Lender’s interests and obligations hereunder; provided that (i) such selling Lender shall remain a “Lender” for all purposes under this Credit Agreement (such selling Lender’s obligations under the Credit Documents remaining unchanged) and the participant shall not constitute a Lender hereunder, (ii) no such participant shall have, or be granted, rights to approve any amendment or waiver relating to this Credit Agreement or the other Credit Documents except to the extent any such amendment or waiver would (A) reduce the principal of

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or rate of interest on or fees in respect of any Loans in which the participant is participating, or (B) postpone the date fixed for any payment of principal (including extension of the Maturity Date or the date of any mandatory prepayment), interest or fees in respect of any Loans in which the participant is participating and (iii) sub-participations by the participant (except to an Affiliate, parent company or Affiliate of a parent company of the participant) shall be permitted with the consent of the Borrowers (which, in each case, shall not be unreasonably withheld or delayed and shall not be required during the existence of a Default or Event of Default). In the case of any such participation, the participant shall not have any rights under this Credit Agreement or the other Credit Documents (the participant’s rights against the selling Lender in respect of such participation to be those set forth in the participation agreement with such Lender creating such participation) and all amounts payable by such Borrower hereunder shall be determined as if such Lender had not sold such participation; provided, however, that such participant shall be entitled to receive additional amounts under Section 4 to the same extent that the Lender from which such participant acquired its participation would be entitled to the benefit of such cost protection provisions.

(f) Payments. No Eligible Assignee, participant or other transferee of any Lender’s rights shall be entitled to receive any greater payment under Section 4 than such Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the relevant Borrower’s written consent.

(g) Nonrestricted Assignments. Notwithstanding any other provision set forth in this Credit Agreement, any Lender may at any time assign and pledge all or any portion of its Loans and its Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A and any operating circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.

(h) Information. Any Lender may furnish any information concerning a Borrower or any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants) who is notified of the confidential nature of the information and agrees to use its reasonable best efforts to keep confidential all non-public information from time to time supplied to it.

12.4 No Waiver; Remedies Cumulative.

No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between a Borrower and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or demand on a Borrower in any case shall entitle such Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand.

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12.5 Payment of Expenses, etc.

Each Borrower agrees to: (a) pay all reasonable out-of-pocket costs and expenses of (i) the Administrative Agent in connection with the negotiation, preparation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of outside legal counsel to the Administrative Agent) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by such Borrower under this Credit Agreement and (ii) of the Administrative Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Administrative Agent and each of the Lenders) against such Borrower; and (b) indemnify the Administrative Agent and each Lender and its Affiliates, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender or its Affiliates is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document by such Borrower, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified).

12.6 Amendments, Waivers and Consents.

Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowers; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby:

(a) extend the Maturity Date;

(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;

(c) reduce or forgive the principal amount of any Loan or Reimbursement Obligation;

(d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);

59

(e) release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations;

(f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 11.7, 12.2, 12.3 or 12.5;

(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or

(h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding.

Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Lenders without the prior written consent of the Administrative Agent or the Issuing Lenders, as the case may be.

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein.

12.7 Counterparts; Telecopy.

This Credit Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Credit Agreement to produce or account for more than one such counterpart. Delivery of executed counterparts by facsimile shall be effective as an original and shall constitute a representation that an original will be delivered.

12.8 Headings.

The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement.

12.9 Defaulting Lender.

Each Lender understands and agrees that if such Lender is a Defaulting Lender then it shall not be entitled to vote on any matter requiring the consent of the Required Lenders or to object to any matter requiring the consent of all the Lenders; provided, however, that all other benefits and obligations under the Credit Documents shall apply to such Defaulting Lender.

60

12.10 Survival of Indemnification and Representations and Warranties.

All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

12.11 GOVERNING LAW.

THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each Borrower irrevocably consents to the service of process out of any competent court in any action or proceeding brought in connection with this Credit Agreement by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 12.1, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by law.

12.12 WAIVER OF JURY TRIAL.

EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.13 Severability.

If any provision of any of the Credit Documents is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

12.14 Entirety.

This Credit Agreement together with the other Credit Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the transactions contemplated herein and therein.

12.15 Binding Effect.

This Credit Agreement shall become effective at such time (the “Effective Date”) when all of the conditions set forth in Section 6.1 have been satisfied or waived by the Lenders and this Credit Agreement shall have been executed by each of the Borrowers and the Administrative Agent, and the Administrative Agent shall have received copies (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of each Borrower, the Administrative Agent and each Lender and their respective successors and permitted assigns.

61

12.16 Submission to Jurisdiction.

Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Credit Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Credit Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Credit Agreement against any Borrower or its properties in the courts of any jurisdiction. Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Credit Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the Borrowers also hereby irrevocably and unconditionally waives any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

12.17 Confidentiality. Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Borrower pursuant to this Credit Agreement that is designated by such Borrower as confidential; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any of its Affiliates, (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Assignee or participant, (c) to its employees, directors, agents, attorneys and accountants or those of any of its affiliates, (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any requirement of law, (f) if required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Credit Document.

12.18 Designation of SPVs.

Notwithstanding anything to the contrary contained herein, any Lender, (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as

62

such in writing from time to time by such Granting Lender to the Administrative Agent and the Borrowers, the option to fund all or any part of any Loan that such Granting Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to fund any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPV shall have any voting rights pursuant to Section 12.6 and (iv) with respect to notices, payments and other matters hereunder, the Borrowers, the Administrative Agent and the Lenders shall not be obligated to deal with an SPV, but may limit their communications and other dealings relevant to such SPV to the applicable Granting Lender. The funding of a Loan by an SPV hereunder shall utilize the Revolving Loan Commitment of the Granting Lender to the same extent that, and as if, such Loan were funded by such Granting Lender.

As to any Loans or portion thereof made by it, each SPV shall have all the rights that its applicable Granting Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however, that each SPV shall have granted to its Granting Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV’s behalf, all of such SPV’s voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Granting Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Granting Lender as agent for such SPV.

Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.

In addition, notwithstanding anything to the contrary contained in this Credit Agreement, any SPV may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 12.17 may not be amended without the written consent of any Granting Lender affected thereby.

12.19 USA Patriot Act. Each Lender hereby notifies each Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow such Lender to identify each Borrower in accordance with the Act.

63

[Remainder of Page Intentionally Left Blank]

64

Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written.

DOMINION RESOURCES, INC.,

as a Borrower

By:

/s/ James P. Carney

Name:

James P. Carney

Title:

Assistant Treasurer

VIRGINIA ELECTRIC AND POWER COMPANY,

as a Borrower

By:

/s/ James P. Carney

Name:

James P. Carney

Title:

Assistant Treasurer

CONSOLIDATED NATURAL GAS COMPANY,

as a Borrower

By:

/s/ James P. Carney

Name:

James P. Carney

Title:

Assistant Treasurer

JPMORGAN CHASE BANK, N.A., as

Administrative Agent and as a Lender

By:

Name:

Title:

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written.

DOMINION RESOURCES, INC.,

as a Borrower

By:

Name:

Title:

VIRGINIA ELECTRIC AND POWER COMPANY,

as a Borrower

By:

Name:

Title:

CONSOLIDATED NATURAL GAS COMPANY,

as a Borrower

By:

Name:

Title:

JPMORGAN CHASE BANK, N.A., as

Administrative Agent and as a Lender

By:

/s/ Michael J. DeForge

Name:

Michael J. DeForge

Title:

Vice President

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

CITIBANK, N.A. as Syndication Agent and as a Lender

By:

/s/ Amit Vasani

Name:

Amit Vasani

Title:

Vice President

BARCLAYS BANK PLC, as Co-Documentation

Agent and as a Lender

By:

Name:

Title:

THE BANK OF NOVA SCOTIA, as

Co-Documentation Agent and as a Lender

By:

Name:

Title:

WACHOVIA BANK, NATIONAL

ASSOCIATION, as Co-Documentation Agent and

as a Lender

By:

Name:

Title:

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

CITIBANK, N.A. as Syndication Agent and as a Lender

By:

Name:

Title:

BARCLAYS BANK PLC, as Co-Documentation Agent and as a Lender

By:

Name:

Title:

THE BANK OF NOVA SCOTIA, as Co-Documentation Agent and as a Lender

By:

/s/ Thane Rattew

Name:

Thane Rattew

Title:

Managing Director - US Power

WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and as a Lender

By:

Name:

Title:

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

CITIBANK, N.A. as Syndication Agent and as a Lender

By:

Name:

Title:

BARCLAYS BANK PLC, as Co-Documentation Agent and as a Lender

By:

Name:

Title:

THE BANK OF NOVA SCOTIA, as Co-Documentation Agent and as a Lender

By:

Name:

Title:

WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and as a Lender

By:

/s/ Lawrence P. Sullivan

Name:

Lawrence P. Sullivan

Title:

Director

DOMINION RESOURCES, INC.

FIVE-YEAR REVOLVING CREDIT AGREEMENT, DATED

AS OF FEBRUARY 28, 2006

Barclays Bank PLC

By:

/s/ Alison McGuigan

Name:

Alison McGuigan

Title:

Associate Director

[Dominion Resources Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC. FIVE-YEAR

REVOLVING CREDIT AGREEMENT, DATED

AS OF FEBRUARY 28, 2006

The Bank of Tokyo-Mitsubishi UFJ, Ltd.,

New York Branch

By:

/s/ Linda Tam

Name:

Linda Tam

Title:

Authorized Signatory

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC. FIVE-YEAR REVOLVING CREDIT AGREEMENT, DATED

AS OF FEBRUARY 28, 2006

WILLIAM STREET COMMITMENT CORPORATION

(Recourse only to assets of William Street Commitment Corporation)

By:

/s/ Mark Walton

Name:

Mark Walton

Title:

Assistant Vice President

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC. FIVE-YEAR REVOLVING CREDIT AGREEMENT, DATED

AS OF FEBRUARY 28, 2006

LEHMAN BROTHERS BANK, FSB

By:

/s/ Gary T. Taylor

Name:

Gary T. Taylor

Title:

Senior Vice President

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC. FIVE-YEAR REVOLVING CREDIT AGREEMENT,

DATED AS OF FEBRUARY 28,2006

MERRILL LYNCH BANK USA

By:

/s/ Derek Befus

Name:

Derek Befus

Title:

Vice President

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC.

F1VE-YEAR REVOLVING CREDIT AGREEMENT, DATED AS OF

FEBRUARY 28, 2006

MORGAN STANLEY BANK

By:

/s/ Daniel Twenge

Name:

Daniel Twenge

Title:

Vice President

Morgan Stanley Bank

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC.

FIVE-YEAR REVOLVING CREDIT AGREEMENT, DATED AS OF

FEBRUARY 28, 2006

ABN Amro Bank N.V.

By: /s/ John D. Reed

Name:

John D. Reed

Title:

Director

By: /s/ Todd D. Vaubel

Name:

Todd D. Vaubel

Title:

Assistant Vice President

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC.

FIVE-YEAR REVOLVING CREDIT AGREEMENT,

DATED AS OF FEBRUARY 28, 2006

BANK OF AMERICA

By:

/s/ Kevin Bertelsen

Name:

Kevin Bertelsen

Title:

SVP

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC.

FIVE-YEAR REVOLVING CREDIT AGREEMENT,

DATED AS OF FEBRUARY 28, 2006

Credit Suisse, Cayman Islands Branch

By:

/s/ Thomas R. Cantello

Name:

Thomas R. Cantello

Title:

Vice President

By:

/s/ Gregory Richards

Name:

Gregory Richards

Title:

Associate

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC.

FIVE-YEAR REVOLVING CREDIT AGREEMENT,

DATED AS OF FEBRUARY 28, 2006

DEUTSCHE BANK AG NEW YORK BRANCH

By:

/s/ Marcus Tarkington

Name:

Marcus Tarkington

Title:

Director

By:

/s/ Rainer Meier

Name:

Rainer Meier

Title:

Vice President

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC. FIVE-YEAR REVOLVING CREDIT AGREEMENT, DATED AS OF FEBRUARY 28, 2006

KeyBank National Association

[LENDER]

By:

/s/ Sherrie I. Manson

Name:

Sherrie I. Manson

Title:

Senior Vice President

[Dominion Resources, Inc, Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC. FIVE-YEAR REVOLVING CREDIT AGREEMENT, DATED AS OF FEBRUARY 28,2006

MIZUHO CORPORATE BANK, LTD., as a Lender

By:

/s/ Raymond Ventura

Name:

Raymond Ventura

Title:

Deputy General Manager

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC. FIVE-YEAR REVOLVING CREDIT AGREEMENT, DATED AS OF FEBRUARY 28, 2006

THE ROYAL BANK OF SCOTLAND plc

By:

/s/ Emily Freedman

Name:

Emily Freedman

Title:

Vice President

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC. FIVE-YEAR

REVOLVING CREDIT AGREEMENT, DATED

AS OF FEBRUARY 28,2006

SunTrust Bank

[LENDER]

By:

/s/ Mark A. Flatin

Name:

Mark A. Flatin

Title:

Managing Director

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC. FIVE-YEAR REVOLVING CREDIT AGREEMENT, DATED

AS OF FEBRUARY 28, 2006

UBS LOAN FINANCE LLC

By:

/s/ lrja R. Otsa

Name:

Title:

lrja R. Otsa

Associate Director

Banking Products

Services, US

By:

/s/ Salloz Sikka

Name:

Title:

Salloz Sikka

Associate Director

Banking Products

Services, US

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC, FIVE-YEAR

REVOLVING CREDIT AGREEMENT, DATED

AS OF FEBRUARY 28, 2006

The Bank of New York

[LENDER]

By:

/s/ John Watt

Name:

John Watt

Title:

Vice President

[Dominion Rresources, Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC.

FIVE-YEAR REVOLVING CREDIT AGREEMENT,

DATED AS OF FEBRUARY 28, 2006

BNP Paribas

By:

/s/ FRANCIS J. DeLANEY

Name:

FRANCIS J. DeLANEY

Title:

Managing Director

By:

/s/ JEFFREY STUFSKY

Name:

JEFFREY STUFSKY

Title:

Managing Director

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC.

FIVE-YEAR REVOLVING CREDIT AGREEMENT,

DATED AS OF FEBRUARY 28, 2006

KBC BANK NV

[LENDER]

By:

/s/ JEAN-PIERRE DIELS

Name:

JEAN-PIERRE DIELS

Title:

First Vice President

By:

/s/ ERIC RASKIN

Name:

ERIC RASKIN

Title:

VICE PRESIDENT

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

DOMINION RESOURCES, INC.

FIVE-YEAR REVOLVING CREDIT

AGREEMENT,

DATED AS OF FEBRUARY 28, 2006

MELLON BANK. N.A.

By:

/s/ Mark W. Rogers

Name:

Mark W. Rogers

Title:

Vice President

[Dominion Resources, Inc. Five-Year Revolving Credit Agreement]

SCHEDULE 1.1

COMMITMENT PERCENTAGES

Lender	Commitment	Commitment Percentage (rounded to nearest 1/100%)
JPMorgan Chase Bank, N.A.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
Citibank, N.A.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
Barclays Bank PLC	[CONFIDENTIAL]*	[CONFIDENTIAL]*
The Bank of Nova Scotia	[CONFIDENTIAL]*	[CONFIDENTIAL]*
Wachovia Bank, National Association	[CONFIDENTIAL]*	[CONFIDENTIAL]*
The Bank of Tokyo-Mitsubishi UTF, LTd.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
William Street Commitment Corporation	[CONFIDENTIAL]*	[CONFIDENTIAL]*
Lehman Brothers Bank, FSB	[CONFIDENTIAL]*	[CONFIDENTIAL]*
Merrill Lynch Bank USA	[CONFIDENTIAL]*	[CONFIDENTIAL]*
Morgan Stanley Bank	[CONFIDENTIAL]*	[CONFIDENTIAL]*
ABN Amro Bank, N.V.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
Bank of America, N.A.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
Credit Suisse, Cayman Islands Branch	[CONFIDENTIAL]*	[CONFIDENTIAL]*
Deutsche Bank AG New York Branch	[CONFIDENTIAL]*	[CONFIDENTIAL]*
KeyBank National Association	[CONFIDENTIAL]*	[CONFIDENTIAL]*
Mizuho Corporate Bank, Ltd.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
The Royal Bank of Scotland plc	[CONFIDENTIAL]*	[CONFIDENTIAL]*
Sun Trust Bank	[CONFIDENTIAL]*	[CONFIDENTIAL]*
UBS Loan Finance LLC	[CONFIDENTIAL]*	[CONFIDENTIAL]*
The Bank of New York	[CONFIDENTIAL]*	[CONFIDENTIAL]*
BNP Paribas	[CONFIDENTIAL]*	[CONFIDENTIAL]*
KBC Bank NV	[CONFIDENTIAL]*	[CONFIDENTIAL]*
Mellon Bank, N.A.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
TOTAL:	$3,000,000,000	100.0%

* Confidential treatment has been requested for the redacted portions of this agreement pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential, redacted portions have been filed separately with the United States Securities and Exchange Commission.

Schedule 5.1

EXISTING LETTERS OF CREDIT

Borrower

Issuing Bank

Outstanding Amount

Expiration/ Maturity Date

Beneficiary

Dominion Resources

JPMorgan Chase Bank

$10,000,000

06/01/2006

Exelon Generation Company, LLC

Dominion Resources

JPMorgan Chase Bank

$260,000

07/01/2006

The Commissioners of Thurmont

Dominion Resources

JPMorgan Chase Bank

$60,000

07/01/2006

The Town of Williamsport

Dominion Resources

JPMorgan Chase Bank

$520,000

07/01/2006

Town of Front Royal, Virginia

Dominion Resources

JPMorgan Chase Bank

$1,160,000

07/01/2006

The City of Hagerstown Light

Dominion Resources

JPMorgan Chase Bank

$150,000,000

07/01/2006

Morgan Stanley Capital Group, Inc.

Dominion Resources

JPMorgan Chase Bank

$1,000,000

03/30/2006

J. Aron & Company

Dominion Resources

JPMorgan Chase Bank

$1,000,000

06/30/2006

Constellation Engery Commodities

Dominion Resources

JPMorgan Chase Bank

$1,000,000

06/30/2006

Citadel Equity Fund Ltd.

Dominion Resources

JPMorgan Chase Bank

$1,000,000

06/30/2006

Morgan Stanley Capital Group, Inc.

Dominion Resources

JPMorgan Chase Bank

$700,000

06/30/2006

Deutsche Bank AG New York Branch

Dominion Resources

JPMorgan Chase Bank

$1,000,000

06/30/2006

Barclays Bank PLC

Dominion Resources

JPMorgan Chase Bank

$31,000,000

06/30/2006

J. Aron & Company

Dominion Resources

JPMorgan Chase Bank

$2,500,000

06/30/2006

PSEG Energy Resources & Trade LLC

Dominion Resources

JPMorgan Chase Bank

$2,000,000

06/30/2006

Merrill Lynch Commodities, Inc.

Dominion Resources

JPMorgan Chase Bank

$1,000,000

06/30/2006

WPS Energy Services, Inc.

Dominion Resources

JPMorgan Chase Bank

$300,000

06/30/2006

Hartford Fire Insurance Company

Dominion Resources

JPMorgan Chase Bank

$1,000,000

12/31/2006

Sempra Energy Trading Corp.

Dominion Resources

JPMorgan Chase Bank

$20,000,000

06/30/2006

ABN AMRO Inc. New York

Dominion Resources

JPMorgan Chase Bank

$1,000,000

06/30/2006

Constellation Energy Commodities

Dominion Resources

Citibank

$260,000,000

06/30/2006

Deutsche Bank

Virginia Power

JPMorgan Chase Bank

$10,000

12/31/2006

Town of Gordonsville

Virginia Power

JPMorgan Chase Bank

$300,000

12/31/2006

Town of Gordonsville

Total:

$486,810,000

Schedule 7.8

INDEBTEDNESS

Approximately $1,338 million in commercial paper issued by Dominion Resources, Inc. and/or its consolidated subsidiaries and outstanding as of February 28, 2006.

Approximately $18,030 million in long-term debt (including securities due within one year) issued by Dominion Resources, Inc. and/or its consolidated subsidiaries and outstanding as of February 28, 2006.

Schedule 12.1

NOTICES

Borrowers

Dominion Resources, Inc.

120 Tredegar Street

Richmond, Virginia 23219

Attn: James P. Carney

Telephone:

804-819-2107

Fax:

804-819-2211

Consolidated Natural Gas Company

120 Tredegar Street

Richmond, Virginia 23219

Attn: James P. Carney

Telephone:

804-819-2107

Fax:

804-819-2211

Virginia Electric & Power Company

120 Tredegar Street

Richmond, Virginia 23219

Attn: James P. Carney

Telephone:

804-819-2107

Fax:

804-819-2211

with a copy to:

Dominion Resources, Inc.

120 Tredegar Street

Richmond, Virginia 23219

Attn: Mark O. Webb, Esq.

Telephone:

804-819-2140

Fax:

804-819-2202

Administrative Agent

JPMorgan Chase Bank, NA

270 Park Ave

New York, NY 10017

Attn: Mike DeForge

Telephone: 212-270-1656

Fax: 212-270-3089

Exhibit 2.1(b)(ii)

FORM OF COMPETITIVE BID REQUEST

                    ,     

JPMorgan Chase Bank, N.A.,

 as Administrative Agent

270 Park Avenue

New York, New York 10017

Reference is made to the Five-Year Revolving Credit Agreement dated as of February 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dominion Resources, Inc., Virginia Electric and Power Company, Consolidated Natural Gas Company, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

This is a [Eurodollar] [Absolute Rate] Competitive Bid Request pursuant to subsection 2.1 of the Credit Agreement requesting quotes for the following Competitive Bid Loans:

	Loan 1	Loan 2	Loan 3
Aggregate Principal Amount	$	$	$
Borrowing Date
Interest Period
Competitive Bid Loan Maturity
Date
Interest Payment Dates

Very truly yours,

[Insert name of relevant Borrower]

By:

Name:

Title:

Exhibit 2.2(a)

FORM OF NOTICE OF BORROWING

Pursuant to subsection 6.2(a) of the Five-Year Revolving Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of February 28, 2006, among Dominion Resources, Inc., a Virginia corporation, Virginia Electric and Power Company, a Virginia corporation, and Consolidated Natural Gas Company, a Delaware corporation (each of the above, individually, a “Borrower”, collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., a national banking association, as Administrative Agent and the other agents party thereto, the undersigned hereby delivers this Notice of Borrowing.

[Insert name of relevant Borrower] hereby requests that a [Eurodollar Revolving/ Base Rate] Loan be made in the aggregate principal amount of             on             , 200     [with an Interest Period of      [days] [months]].

The undersigned hereby certifies as follows:

(a) The representations and warranties made by [insert name of relevant Borrower] in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof [and [insert name of relevant Borrower] hereby certifies that the proceeds of this Loan will be used to repay its commercial paper program][; provided that the representation and warranty set forth in clause (ii) of the second paragraph of subsection 7.6 of the Credit Agreement need not be true and correct as a condition to any borrowing utilized by [insert name of relevant Borrower]]¹ ; and

(b) No Default or Event of Default has occurred and is continuing on the date hereof or after giving effect to the Loans and other extensions of credit requested to be made on such date.

Capitalized terms used herein and not defined herein shall have the meanings given to them in the Credit Agreement.

[Insert name of relevant Borrower] agrees that if prior to the time of the borrowing requested hereby any matter certified to herein by it will not be true and correct in all material respects at such time as if then made, it will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of the borrowing requested hereby the Administrative Agent shall receive written notice to the contrary from [insert name of relevant Borrower], each matter certified to herein shall be deemed once again to be certified as true and correct in all material respects at the date of such borrowings as if then made.

¹ include with any Notice of Borrowing delivered after the Closing Date.

Please wire transfer the proceeds of the borrowing as directed by [insert name of relevant Borrower] on the attached Schedule 1.

[Insert name of relevant Borrower] has caused this Notice of Borrowing to be executed and delivered, and the certification and warranties contained herein to be made, by its [Treasurer] this      day of             , 200    .

[Insert name of relevant Borrower]

By:

Name:

Title:

2

Exhibit 2.2(c)

FORM OF NOTICE OF CONVERSION/CONTINUATION

Pursuant to subsection 2.2(c) of the Five-Year Revolving Credit Agreement, dated as of February 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dominion Resources, Inc., a Virginia corporation, Virginia Electric and Power Company, a Virginia corporation, and Consolidated Natural Gas Company, a Delaware corporation (each of the above, individually, a “Borrower”, collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., a national banking association, as Administrative Agent and the other agents party thereto, this represents [insert name of relevant Borrower]’s request to convert or continue Revolving Loans as follows:

1.	Date of conversion/continuation:
2.	Amount of Revolving Loans being converted/continued: $
3.	Type of Revolving Loans being converted/continued:
	¨	a.      Eurodollar Revolving Loans
	¨	b.      Base Rate Loans
4.	Nature of conversion/continuation:
	¨	a.      Conversion of Base Rate Loans to Eurodollar Revolving Loans
	¨	b.      b Conversion of Eurodollar Revolving Loans to Base Rate Loans
	¨	c.      Continuation of Eurodollar Revolving Loans as such
5.		Interest Periods:
		If Revolving Loans are being continued as or converted to Eurodollar Revolving Loans, the duration of the new Interest Period that commences on the conversion/ continuation date:                      month(s)

In the case of a conversion to or continuation of Eurodollar Revolving Loans, the undersigned officer, to the best of his or her knowledge, on behalf of [insert name of relevant Borrower], certifies that no Default or Event of Default has occurred and is continuing under the Credit Agreement.

Capitalized terms used herein and not defined herein shall have the meanings given to them in the Credit Agreement.

DATED:	[insert name of relevant Borrower]
	By:
	Name:
	Title:

3

Exhibit 2.7(a)

FORM OF REVOLVING LOAN NOTE

$	New York, New York
	,

FOR VALUE RECEIVED, the undersigned, [Dominion Resources, Inc., a Virginia Corporation] [Virginia Electric and Power Company, a Virginia corporation] [Consolidated Natural Gas Company, a Delaware corporation] hereby unconditionally promises to pay on the Maturity Date to the order of             (the “Lender”) at the office of JPMorgan Chase Bank, N.A. located at 270 Park Avenue, New York, New York, 10017, in lawful money of the United States of America and in immediately available funds, the lesser of (a)              DOLLARS ($        ) and (b) the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the undersigned pursuant to subsection 2.1 of the Credit Agreement. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates per annum and on the dates specified in subsection 3.1 of the Credit Agreement, until paid in full (both before and after judgment to the extent permitted by law). The holder of this Revolving Loan Note is hereby authorized to endorse the date, amount, type, interest rate and duration of each Revolving Loan made or converted by the Lender to the undersigned, the date and amount of each repayment of principal thereof, and, in the case of Eurodollar Revolving Loans, the Interest Period with respect thereto, on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information so endorsed; provided, however, that failure by any holder to make any such recordation on such schedules or continuation thereof shall not in any manner affect any of the obligations of the undersigned to make payments of principal and interest in accordance with the terms of this Revolving Loan Note and the Credit Agreement.

This Revolving Loan Note is one of the Revolving Loan Notes referred to in the Five-Year Revolving Credit Agreement dated as of February 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dominion Resources, Inc., Virginia Electric and Power Company, Consolidated Natural Gas Company, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto, is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein.

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving Loan Note shall become, or may be declared to be, immediately due and payable as provided therein.

This Revolving Loan Note shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

[Insert name of relevant Borrower]

By:

Name:

Title:

2

Schedule I to

Revolving

Loan Note

BASE RATE LOANS AND CONVERSIONS AND

REPAYMENTS OF PRINCIPAL

Date Amount of Base Rate Loans Amount of Base Rate Loans Converted into Eurodollar Revolving Loans Amount of Eurodollar Revolving Loans Converted into Base Rate Loans Amount of Principal Repaid Unpaid Principal Balance Notation Made by

Schedule II to

Revolving

Loan Note

EURODOLLAR REVOLVING LOANS AND CONVERSIONS

AND REPAYMENTS OF PRINCIPAL

Date Amount of Eurodollar Revolving Loans Interest Period Amount of Base Rates Loans Converted into Eurodollar Revolving Loans Amount of Eurodollar Revolving Loans Converted
into Base Rate Loans Amount of Principal Repaid Unpaid Principal Balance Notation Made by

Exhibit 2.7(b)

FORM OF COMPETITIVE BID LOAN NOTE

$	New York, New York
	,

FOR VALUE RECEIVED, the undersigned, [Dominion Resources, Inc., a Virginia Corporation] [Virginia Electric and Power Company, a Virginia corporation] [Consolidated Natural Gas Company, a Delaware corporation], hereby promises to pay, on the earlier of the Maturity Date or the maturity date listed on the schedules annexed hereto and made a part hereof, to the order of                                  (the “Lender”) at the office of JPMorgan Chase Bank, N.A. located at 270 Park Avenue, New York, New York, 10017, in lawful money of the United States of America and in immediately available funds, the lesser of (a)              DOLLARS ($            ) and (b) the aggregate unpaid principal amount of all Competitive Bid Loans made by the Lender to the undersigned pursuant to subsection 2.1 of the Credit Agreement referred to below. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding from the Borrowing Date at the rates per annum and on the dates specified on the schedules annexed hereto and made a part hereof until the due date hereof (whether at the stated maturity, by acceleration, or otherwise) and thereafter at the rates determined in accordance with subsection 3.1 of the Credit Agreement. This Competitive Bid Loan Note may not be prepaid at the option of the Borrower. The holder of this Competitive Bid Loan Note is hereby authorized to endorse the date, amount, type, interest rate and duration of each Competitive Bid Loan made by the Lender to the undersigned, the date and amount of each repayment of principal thereof, and, in the case of Eurodollar Competitive Bid Loans, the Interest Period with respect thereto, on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information so endorsed; provided, however, that failure by any holder to make any such recordation on such schedules or continuation thereof shall not in any manner affect any of the obligations of the undersigned to make payments of principal and interest in accordance with the terms of this Competitive Bid Loan Note and the Credit Agreement.

This Competitive Bid Loan Note is one of the Competitive Bid Loan Notes referred to in the Five-Year Revolving Credit Agreement dated as of February 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dominion Resources, Inc., Virginia Electric and Power Company, Consolidated Natural Gas Company, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto, and is entitled to the benefits thereof and is subject to mandatory prepayment as provided therein.

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Competitive Bid Loan Note shall become, or may be declared to be, immediately due and payable as provided therein.

This Competitive Bid Loan Note shall be governed by and construed in accordance with the laws of the State of New York.

[Insert name of relevant Borrower]

By:

Name:

Title:

2

COMPETITIVE BID LOANS

Borrowing Date Maturity
Date Principal
Amount of
Competitive
Bid Loan Type of
Competitive
Bid Loan Interest
Period Interest
Payment
Dates [Interest
Rate]/
[Margin] Amount of
Principal
Repaid Unpaid
Principal
Balance Notation
Made By

Exhibit 2.8(a)

EXTENSION OF MATURITY DATE REQUEST

[Date]

JPMorgan Chase Bank, N.A., as Administrative Agent

270 Park Avenue

New York, New York 10017

Attention:

Ladies and Gentlemen:

Reference is made to the Credit Agreement, dated as of February 28, 2006, among the undersigned, the lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Barclays Bank PLC, The Bank of Nova Scotia and Wachovia Bank, National Association, as Co-Documentation Agents (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are used herein as therein defined.

The undersigned hereby represents and warrants that (i) on the date hereof no Default or Event of Default has occurred or is continuing and (ii) the representations and warranties made by the Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date hereof with the same effect as if made on such date.

This is an Extension of Maturity Date Request pursuant to Section 2.8(a) of the Credit Agreement requesting an extension of the Maturity Date to [INSERT REQUESTED MATURITY DATE]. Please transmit a copy of this Extension of Maturity Date Request to each of the Lenders.

DOMINION RESOURCES, INC.

By:

Title:

CONSOLIDATED NATURAL GAS COMPANY

By:

Title:

VIRIGINA ELECTRIC AND POWER COMPANY

By:

Title:

2

Exhibit 2.8(b)

EXTENSION OF MATURITY DATE CERTIFICATE

[Date]

JPMorgan Chase Bank, N.A., as Administrative Agent

270 Park Avenue

New York, New York 10017

Attention:

Ladies and Gentlemen:

Reference is made to the Credit Agreement, dated as of February 28, 2006, among the undersigned, the lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Barclays Bank PLC, The Bank of Nova Scotia and Wachovia Bank, National Association, as Co-Documentation Agents (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are used herein as therein defined.

The undersigned hereby represents and warrants that (i) on the date hereof no Default or Event of Default has occurred or is continuing and (ii) the representations and warranties made by the Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date hereof with the same effect as if made on such date.

This is an Extension of Maturity Date Certificate required to be furnished pursuant to Section 2.8(b) of the Credit Agreement in connection with the extension of the Maturity Date to [INSERT REQUESTED MATURITY DATE].

DOMINION RESOURCES, INC.

By:

Title:

CONSOLIDATED NATURAL GAS COMPANY

By:

Title:

VIRIGINA ELECTRIC AND POWER COMPANY

By:

Title:

2

Exhibit 6.1(c)

FORM OF CLOSING CERTIFICATE

Pursuant to Section 6.1(c) of the Five-Year Revolving Credit Agreement dated as of February 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dominion Resources, Inc., Virginia Electric and Power Company, Consolidated Natural Gas Company, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto, the undersigned Assistant Treasurer of the [insert name of relevant Borrower] (the “Borrower”) (solely in his or her capacity as such and not personally) hereby certifies as follows:

1. The representations and warranties made by the Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date hereof with the same effect as if made on such date;

2. The conditions precedent set forth in subsection 6.1 of the Credit Agreement have been satisfied;

3. On the date hereof, no Default or Event of Default has occurred;

4.                                  is and at all times since                  ,         has been the duly elected and qualified [Assistant] Secretary of the Borrower and the signature set forth on the signature line for such officer below is such officer’s true and genuine signature;

and the undersigned [Assistant] Secretary of the Borrower hereby certifies as follows:

5. The Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the State of [Virginia] [Delaware];

6. Attached hereto as Exhibit A is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower (or a duly authorized committee thereof) on                  , 2006 authorizing (i) the execution, delivery and performance of the Credit Agreement and (ii) the borrowings contemplated thereunder; such resolutions have not in any way been amended, modified, revoked or rescinded and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect; and such resolutions are the only corporate proceedings of the Borrower now in force relating to or affecting the matters referred to therein; attached hereto as Exhibit B is a true and complete copy of the By-Laws of the Borrower as in effect at all times since                  ,          to and including the date hereof; and attached hereto as Exhibit C is a true and complete copy of the Articles of Incorporation as in effect at all times since                  ,         , to and including the date hereof; and attached hereto as Exhibit D is a certified copy of the Borrower’s good standing certificate or its equivalent and, if available, a tax good standing certificate of the Borrower.

7. All governmental, shareholder and third party consents (including Securities and Exchange Commission clearance) and approvals necessary or desirable in connection with the transactions contemplated hereby have been received and are in full force and effect and no condition or requirement of law exists which could reasonably be likely to restrain, prevent or impose any material adverse condition on the transactions contemplated by the Credit Agreement, and attached hereto are copies of any required orders of the Virginia State Corporation Commission or any other state utilities commission approving the Borrower’s execution, delivery and performance of the Credit Agreement and the borrowings thereunder.

8. The following persons are now duly elected and qualified officers of the Borrower, holding the offices indicated next to their respective names below, and such officers have held such offices with the Borrower at all times since                  ,          to and including the date hereof, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is an authorized signatory of the Borrower and is duly authorized to execute and deliver on behalf of the Borrower, any and all notes, notices, documents, statements and papers under and relating to the Credit Agreement, and otherwise to act as an authorized signatory of the Borrower under the Credit Documents and all other documents to be executed in connection therewith for all purposes:

Name Office Signature

IN WITNESS WHEREOF, the undersigned have hereunto set our names.

By:		By:
Name:		Name:
Title:	[Assistant Treasurer]	Title:	[Assistant Secretary]

Date                                         

2

Exhibit 6.1(f)

FORM OF LEGAL OPINION

[see attached]

The Administrative Agent

  and each of the Lenders

May 29, 2003

Page 2

February 28, 2006

Each of the Lender Parties

  referenced below

Dominion Resources, Inc.

Ladies and Gentlemen:

We have acted as special counsel to Dominion Resources, Inc., a Virginia corporation (“DRI”), Virginia Electric and Power Company, a Virginia corporation (“VaPower”), and Consolidated Natural Gas Company, a Delaware corporation (“CNG”; DRI, VaPower and CNG are collectively referred to as the “Borrower Parties” and individually as a “Borrower Party”), in connection with the transactions contemplated by the $3,000,000,000 5-Year Revolving Credit Agreement dated as of February 28, 2006 (the “Credit Agreement”) among the Borrower Parties, the several Lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Agent”; the Agent and the Lenders are collectively referred to as the “Lender Parties” and individually as a “Lender Party”), Citibank, N.A., as Syndication Agent, and Barclays Bank PLC, The Bank of Nova Scotia and Wachovia Bank, National Association, as Co-Documentation Agents. This opinion letter is furnished to you pursuant to Section 6.1(f) of the Credit Agreement. Unless otherwise defined herein, terms used herein have the meanings provided for in the Credit Agreement.

Documents Reviewed

In connection with this opinion letter, we have examined the Credit Agreement and have also examined, and relied upon, the following:

(i) certificates from the secretary or assistant secretary of each Borrower Party certifying in each instance as to true and correct copies of the articles (or certificate) of incorporation, bylaws and board of directors resolutions of each such Borrower Party (the “Organizational Documents”) and as to the incumbency and specimen signatures of officers authorized to execute the Credit Agreement on behalf of each such Borrower Party;

The Administrative Agent

  and each of the Lenders

May 29, 2003

Page 3

(ii) with respect to each of DRI and VaPower, a certificate issued by the State Corporation Commission of Virginia attesting to the continued existence and good standing of each such Borrower Party in the Commonwealth of Virginia, and with respect to CNG, a certificate issued by the Secretary of State of Delaware, attesting to the continued existence and good standing of CNG in the State of Delaware (collectively, the “Good Standing Certificates”); and

(iii) a Certificate of the Borrower Parties, a copy of which is attached as Annex A hereto (the “Borrower’s Certificate”), together with (A) the indentures, mortgages, deeds of trust, credit agreements, guarantees and other agreements referred to on Schedule I thereto (collectively, the “Reviewed Agreements”) and (B) the orders, writs, injunctions, decrees and judgments referred to on Schedule II thereto (collectively, the “Reviewed Orders”).

We have also reviewed originals, or copies identified to our satisfaction as being true copies, of such other records, documents and other instruments, and made such other investigations, as we have deemed necessary or appropriate for the purposes of this opinion letter.

Assumptions Underlying Our Opinions

For all purposes of the opinions expressed herein, we have assumed, without independent investigation, the following:

(a) Factual Matters. To the extent that we have reviewed and relied upon (i) certificates of each Borrower Party, (ii) representations of each Borrower Party set forth in the Credit Agreement and (iii) certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with regard to factual matters;

(b) Contrary Knowledge of Addressee. No addressee of this opinion letter has any actual knowledge that any of our factual assumptions is inaccurate;

(c) Signatures. The signatures of individuals signing the Credit Agreement are genuine and, except as to those individuals signing on behalf of the Borrower Parties, are authorized;

(d) Authentic and Conforming Documents. All documents submitted to us as originals are authentic, complete and accurate, and all documents submitted to us as copies conform to authentic original documents;

(e) Capacity of Certain Parties. All parties to the Credit Agreement (other than the Borrower Parties) have the capacity and full power and authority to execute, deliver and perform the Credit Agreement and the documents required or permitted to be delivered and performed thereunder;

The Administrative Agent

  and each of the Lenders

May 29, 2003

Page 4

(f) Credit Agreement Binding on Certain Parties. Except with respect to the Borrower Parties, the Credit Agreement and the documents required or permitted to be delivered thereunder have been duly authorized by all necessary corporate or other action on the part of the parties thereto, have been duly executed and delivered by such parties and are legal, valid and binding obligations enforceable against such parties in accordance with their terms;

(g) Noncontravention. Neither the execution, delivery and performance of the Credit Agreement by any party thereto nor the compliance by any party thereto with the terms and provisions thereof will conflict with or result in a breach or violation of (i) any law or regulation of any jurisdiction (other than the laws and regulations applicable to the Borrower Parties specified in paragraph 4(a) of our opinions), (ii) any order, writ, injunction or decree of any court or governmental instrumentality or agency other than the Reviewed Orders or (iii) any agreement or instrument other than the Reviewed Agreements;

(h) Consents for Certain Parties. All necessary consents, authorizations, approvals, permits or certificates (governmental and otherwise) which are required as a condition to the execution and delivery of the Credit Agreement by the parties thereto (other than the Borrower Parties) and to the consummation by such parties of the transactions contemplated thereby have been obtained; and

(i) Accurate Description of Parties’ Understanding. The Credit Agreement accurately describes and contains the mutual understanding of the parties, and there are no oral or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any of the terms thereof;

(j) Use of Proceeds. With respect to our opinion in paragraph 4(a) as it relates to Regulations T, U and X of the Board of Governors of the Federal Reserve System, the Borrower Parties will comply with the provisions of the Credit Agreement relating to the use of proceeds; and

(k) Reviewed Agreements and Reviewed Orders. With respect to our opinion in paragraph 4(c), if the law governing any Reviewed Agreement or any Reviewed Order is the law of a state other than the State of New York, the law governing each such Reviewed Agreement and Reviewed Order would have the same effect as the law of the State of New York.

Opinions

Based on and subject to the foregoing and the exclusions, qualifications and other assumptions set forth in this opinion letter, we are of the opinion that:

1. Organizational Status. Based solely upon the Good Standing Certificates, each Borrower Party is a validly existing corporation in good standing under the laws of the state in which it is incorporated as of the date set forth in the applicable Good Standing Certificate.

The Administrative Agent

  and each of the Lenders

May 29, 2003

Page 5

2. Power and Authority. Each Borrower Party has the corporate power and authority to execute, deliver and perform the terms and provisions of the Credit Agreement and has taken all necessary corporate action to authorize the execution, delivery and performance thereof.

3. Execution, Validity and Enforceability. Each Borrower Party has duly executed and delivered the Credit Agreement, and the Credit Agreement constitutes its valid, binding and enforceable obligation.

4. Noncontravention. Neither the execution, delivery and performance by any Borrower Party of the Credit Agreement, nor the compliance by any Borrower Party with the terms and provisions thereof, (a) violates any present law, statute or regulation of the State of New York, the Commonwealth of Virginia or the United States (including Regulations T, U and X of the Board of Governors of the Federal Reserve System) or the Delaware General Corporation Law that, in each case, is applicable to such Borrower Party; (b) violates any provision of the Organizational Documents of such Borrower Party; or (c) results in any breach of any of the terms of, or constitutes a default under, any Reviewed Agreement or Reviewed Order or results in the creation or imposition of any lien, security interest or other encumbrance (except as contemplated by the Credit Agreement) upon any assets of such Borrower Party pursuant to the terms of any Reviewed Agreement.

5. Governmental Approvals. No consent, approval or authorization of, or filing with, any governmental authority of the State of New York, the Commonwealth of Virginia or the United States, or the State of Delaware pursuant to the Delaware General Corporation Law, that, in each case, is applicable to any Borrower Party is required for (a) the due execution, delivery and performance by any Borrower Party of the Credit Agreement or (b) the validity, binding effect or enforceability of the Credit Agreement, except (i) in each case as have previously been made or obtained and (ii) consents, approvals, authorizations or filings as may be required to be obtained or made by any Lender Party as a result of its involvement in the transactions contemplated by the Credit Agreement.

6. Proceedings. To our knowledge, there is no outstanding judgment, action, suit or proceeding pending against any Borrower Party or any of its Subsidiaries before any court, governmental agency or arbitrator which challenges the legality, validity, binding effect or enforceability of the Credit Agreement.

7. Investment Company Act. No Borrower Party is an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

The Administrative Agent

  and each of the Lenders

May 29, 2003

Page 6

Exclusions

We express no opinion with respect to the following matters:

(a) Indemnification. The enforceability of any provision of the Credit Agreement relating to indemnification, contribution or exculpation from costs, expenses or other liabilities that is contrary to public policy or applicable law;

(b) Jurisdiction, Venue, etc. The enforceability in any court of any agreement of a Borrower Party (i) to submit to the jurisdiction of any specific federal or state court (other than the enforceability in a court of the State of New York of any such agreement to submit to the jurisdiction of a court of the State of New York), (ii) to waive (A) any objection to the laying of the venue, (B) the defense of forum non conveniens in any action or proceeding or (C) trial by jury, (iii) to effect service of process in any particular manner, (iv) to establish evidentiary standards or (v) regarding the choice of law governing the Credit Agreement (other than the enforceability in a court of the State of New York of an agreement that the laws of the State of New York govern the Credit Agreement);

(c) Trust Relationship. The creation of any trust relationship by any Borrower Party on behalf of any Lender Party;

(d) Certain Laws. Federal securities laws or regulations, state securities and Blue Sky laws or regulations, federal and state banking laws and regulations, pension and employee benefit laws and regulations, federal and state environmental laws and regulations, federal and state tax laws and regulations, federal and state health and occupational safety laws and regulations, building code, zoning, subdivision and other laws and regulations governing the development, use and occupancy of real property, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other federal and state antitrust and unfair competition laws and regulations, the Assignment of Claims Act of 1940, and the effect of any of the foregoing on any of the opinions expressed;

(e) Local Ordinances. The ordinances, statutes, administrative decisions, orders, rules and regulations of any municipality, county, special district or other political subdivision of a state;

(f) Certain Agreements of Borrower Parties. The enforceability of any agreement of a Borrower Party providing for:

(i) specific performance of such Borrower Party’s obligations;

(ii) the right of any purchaser of a participation interest from any Lender to set off or apply any deposit, property or indebtedness with respect to any such participation interest;

(iii) establishment of a contractual rate of interest payable after judgment;

The Administrative Agent

  and each of the Lenders

May 29, 2003

Page 7

(iv) adjustments of payments among Lenders or rights of set off;

(v) the granting of any power of attorney;

(vi) survival of liabilities and obligations of any party under the Credit Agreement arising after the effective date of termination of the Credit Agreement; or

(vii) obligations to make an agreement in the future; and

(g) Remedies. The enforceability of any provision in the Credit Agreement to the effect that rights or remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to any other right or remedy, that the election of some particular remedy does not preclude recourse to one or more others or that failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such right or remedy.

(h) Incorporated Documents. Any documents or instruments referenced or incorporated in the Credit Agreement and any other documents or instruments (other than the Credit Agreement, the Reviewed Agreements and the Reviewed Orders) or as to the interplay between the Credit Agreement and any such other documents and instruments.

(i) Reviewed Agreements and Reviewed Orders. With respect to our opinion in paragraph 4(c), any violation of a Reviewed Agreement or a Reviewed Order not readily ascertainable from the face of any Reviewed Agreement or Reviewed Order or arising from any cross-default provision insofar as it relates to a default under an agreement that is not a Reviewed Agreement or arising under a covenant of a financial or numerical nature or requiring computation.

Qualifications and Limitations

The opinions set forth above are subject to the following qualifications and limitations:

(a) Applicable Law. Our opinions are limited to the federal law of the United States, the laws of the State of New York, the laws of the Commonwealth of Virginia and the Delaware General Corporation Law, and we do not express any opinion concerning any other law.

(b) Bankruptcy. Our opinions are subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium and other similar laws affecting creditors’ rights generally.

The Administrative Agent

  and each of the Lenders

May 29, 2003

Page 8

(c) Equitable Principles. Our opinions are subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing. In applying such principles, a court, among other things, might limit the availability of specific equitable remedies (such as injunctive relief and the remedy of specific performance), might not allow a creditor to accelerate maturity of debt or exercise other remedies upon the occurrence of a default deemed immaterial or for non-credit reasons or might decline to order a debtor to perform covenants in the Credit Agreement. Further, a court may refuse to enforce a covenant if and to the extent that it deems such covenant to be violative of applicable public policy, including, for example, provisions requiring indemnification of a Lender Party against liability for its own wrongful or negligent acts.

(d) Knowledge. Whenever we use the phrase “to our knowledge” or “known to us” (or words of similar import) in this opinion letter, it means the actual knowledge of the particular McGuireWoods LLP attorneys who have represented the Borrower Parties in connection with the Credit Agreement and who have given substantive attention to the preparation and negotiation thereof. Except as expressly set forth herein, we have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files or records or dockets or any review of our files) to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn from our reliance on the same in connection with the preparation and delivery of this opinion letter.

(e) Choice of New York Law and Forum. To the extent that any opinion relates to the enforceability of the choice of New York law and the choice of New York forum provisions of the Credit Agreement, our opinion is rendered in reliance upon N.Y. Gen Oblig. Law §§5-1401 and 5-1402 (McKinney 2001) and N.Y. CPLR 327(b) (McKinney 2001) and is subject to the qualification that such enforceability may be limited by public policy considerations of any jurisdiction, other than the courts of the State of New York, in which enforcement of such provisions, or of a judgment upon an agreement containing such provisions, is sought.

(f) Noncontravention and Governmental Approvals. With respect to the opinions expressed in paragraphs 4(a) and 5, our opinions are limited to our review of (i) those laws and regulations that, in our experience, are normally applicable to business corporations generally, (ii) those laws and regulations applicable to the Borrower Parties’ specially regulated business activities known to us and (iii) those laws and regulations that, in our experience, are normally applicable to transactions of the type contemplated by the Credit Agreement. In addition, we note that the order of the State Corporation Commission of Virginia dated February 23, 2006 regarding the incurrence by VaPower of the indebtedness contemplated by the Credit Agreement will not become a final and nonappealable order until 30 days after the date of issuance, although as of the date hereof there are no parties with standing to appeal such order.

The Administrative Agent

  and each of the Lenders

May 29, 2003

Page 9

(g) Mathematical Calculations. We have made no independent verification of any of the numbers, schedules, formulae or calculations in the Credit Agreement, and we render no opinion with regard to the accuracy, validity or enforceability of any of them.

Miscellaneous

The foregoing opinions are being furnished to the Lender Parties for the purpose referred to in the first paragraph of this opinion letter, and this opinion letter is not to be furnished to any other person or entity or used or relied upon for any other purpose without our prior written consent. The opinions set forth herein are made as of the date hereof, and we assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof or if we become aware after the date hereof of any facts that might change the opinions expressed herein. Headings in this opinion letter are intended for convenience of reference only and shall not affect its interpretation.

Very truly yours,                                                 

Attachments:
Annex A	-        Borrower’s Certificate

Exhibit 8.1(c)

FORM OF OFFICER’S CERTIFICATE

This certificate is provided pursuant to Section 8.1(c) of the Five-Year Revolving Credit Agreement, dated as of February 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dominion Resources, Inc., Virginia Electric and Power Company, Consolidated Natural Gas Company, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned officer of the Borrower hereby certifies that [he/she] is the [Chief Financial Officer][Treasurer] of the Borrower, and that as such [he/she] is authorized to execute this certificate required to be furnished pursuant to subsection 8.1(c) of the Credit Agreement, and further certifies that:

(a) Attached hereto is a copy of the financial statements of the Borrower required to be delivered pursuant to Section 8.1(a) or 8.1(b) of the Credit Agreement.

(b) The financial statements attached hereto are complete and correct in all material respects and were prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein.

(c) The undersigned has no knowledge of any Default or Event of Default.

(d) The Borrower has complied with the financial covenants set forth in Section 8.11 of the Credit Agreement, as supported by the following calculation (all amounts are as of [insert date]):

IN WITNESS WHEREOF, I have hereunto set my hand this day         of                     ,         .

By:

Name:

Title:

Exhibit 12.3

FORM OF ASSIGNMENT AGREEMENT

Reference is made to the Five-Year Revolving Credit Agreement, dated as of February 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dominion Resources, Inc., Virginia Electric and Power Company, Consolidated Natural Gas Company, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. This Assignment Agreement, between the Assignor (as set forth on Schedule 1 hereto and made a part hereof) and the Assignee (as set forth on Schedule 1 hereto and made a part hereof) is dated as of the Effective Date (as set forth on Schedule 1 hereto and made a part hereof, the “Effective Date”).

1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, a     % interest (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement respecting those credit facilities contained in the Credit Agreement as are set forth on Schedule 1 (the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on Schedule 1; provided, however, it is expressly understood and agreed that (i) the Assignor is not assigning to the Assignee and the Assignor shall retain (A) all of the Assignor’s rights under subsection 4.3 of the Credit Agreement with respect to any cost, reduction or payment incurred or made prior to the Effective Date, including, without limitation, the rights to indemnification and to reimbursement for taxes, costs and expenses and (B) any and all amounts paid to the Assignor prior to the Effective Date and (ii) both Assignor and Assignee shall be entitled to the benefits of subsection 12.5 of the Credit Agreement.

2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Credit Document or any other instrument or document furnished pursuant thereto, other than that it has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers, any of their subsidiaries or any other obligor or the performance or observance by the Borrowers, any of their subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto or thereto; (iii) attaches the Competitive Bid Loan Note held by it evidencing the Assigned Facilities and requests that the Administrative Agent exchange such Competitive Bid Loan Note for a new Competitive Bid Loan Note payable to the Assignor (if the Assignor has retained any interest in the Assigned Facility) and a new Competitive Bid Loan Note payable to the Assignee in the respective amounts which reflect the assignment being made hereby (and after giving effect to

any other assignments which have become effective on the Effective Date); and (iv) attaches the Revolving Loan Note held by it evidencing the Assigned Facilities and requests that the Administrative Agent exchange such Revolving Loan Note for a new Revolving Loan Note payable to the Assignor (if the Assignor has retained any interest in the Assigned Facility) and a new Revolving Loan Note payable to the Assignee in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date).

3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment Agreement; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 8.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (iii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other person which has become a Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 4.4(d) of the Credit Agreement to deliver the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement, or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty.

4. Following the execution of this Assignment Agreement, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to subsection 12.3(b) of the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of acceptance and recording by the Administrative Agent of the executed Assignment Agreement).

5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date.

6. From and after the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other Credit Documents and shall be bound by the provisions thereof and (ii) the Assignor shall, to the extent provided in this Assignment Agreement, relinquish its rights and be released from its obligations under the Credit Agreement.

2

7. This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by their respective duly authorized officers on Schedule 1 hereto.

3

Schedule 1 to Assignment Agreement

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

A. Revolving Loans Principal Amount Assigned Commitment Percentage Assigned (to at least fifteen decimals) (shown as a percentage of aggregate principal amount of all Lenders)

B. Competitive Bid Loans Principal Amount Assigned Interest Rate Maturity Date

[Name of Assignee]

By:

Name:

Title:

	[Name of Assignor]
	By:
	Name:
	Title:
Accepted and Consented to:	Accepted and Consented to:
JPMORGAN CHASE BANK, N.A., as Administrative Agent	JPMORGAN CHASE BANK, N.A., as Issuing Lender
By:	By:
Name:	Name:
Title:	Title:
	Accepted and Consented to:
	CITIBANK, N.A.,
	as Issuing Lender
	By:
	Name:
	Title:

Consented To:

DOMINION RESOURCES, INC.,

as Borrower

By:

Name:

Title:

VIRGINIA ELECTRIC AND POWER COMPANY,

as Borrower

By:

Name:

Title:

CONSOLIDATED NATURAL GAS COMPANY,

as Borrower

By:

Name:

Title:

2

EX-10.3

Exhibit 10.3

EXECUTION COPY

$1,700,000,000

AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

among

CONSOLIDATED NATURAL GAS COMPANY,

The Several Lenders from Time to Time Parties Hereto,

BARCLAYS BANK PLC,

as Administrative Agent,

BARCLAYS BANK PLC AND

KEYBANK NATIONAL ASSOCIATION,

as Syndication Agents

and

SUNTRUST BANK,

THE BANK OF NOVA SCOTIA AND

ABN AMRO BANK N.V.

as Co-Documentation Agents

BARCLAYS CAPITAL AND

KEYBANK NATIONAL ASSOCIATION,

as Joint Lead Arrangers and Joint Bookrunners

Dated as of February 28, 2006

Table of Contents

		Page
SECTION 1.     DEFINITIONS AND ACCOUNTING TERMS		2
1.1.	Definitions	2
1.2.	Computation of Time Periods; Other Definitional Provisions	14
1.3.	Accounting Terms	15
1.4.	Time	15
SECTION 2.     LOANS		15
2.1.	Loan Commitment	15
2.2.	Method of Borrowing for Loans	15
2.3.	Funding of Loans	16
2.4.	Minimum Amounts of Loans	17
2.5.	Reductions and Increases of Loan Commitment	17
2.6.	Loan Notes	18
2.7.	Extension of Maturity Date	18
SECTION 3.     PAYMENTS		21
3.1.	Interest	21
3.2.	Prepayments	21
3.3.	Payment in Full at Maturity	22
3.4.	Fees and Utilization Margin	22
3.5.	Place and Manner of Payments	23
3.6.	Pro Rata Treatment	23
3.7.	Computations of Interest and Fees	24
3.8.	Sharing of Payments	24
3.9.	Evidence of Debt	25

SECTION 4.     ADDITIONAL PROVISIONS REGARDING LOANS		26
4.1.	Eurodollar Loan Provisions	26
4.2.	Capital Adequacy	27
4.3.	Compensation	27
4.4.	Taxes	28
4.5.	Mitigation; Mandatory Assignment	30
SECTION 5.     LETTERS OF CREDIT		30
5.1.	L/C Commitment	30
5.2.	Procedure for Issuance of Letter of Credit	31
5.3.	Fees and Other Charges	32
5.4.	L/C Participations	32
5.5.	Reimbursement Obligation of the Borrower	33
5.6.	Obligations Absolute	33
5.7.	Letter of Credit Payments	34
5.8.	Applications	34
SECTION 6.     CONDITIONS PRECEDENT		34
6.1.	Closing Conditions	34
6.2.	Conditions to Loans and Letters of Credit	36
SECTION 7.     REPRESENTATIONS AND WARRANTIES		36
7.1.	Organization and Good Standing	36
7.2.	Due Authorization	37
7.3.	No Conflicts	37
7.4.	Consents	37
7.5.	Enforceable Obligations	37
7.6.	Financial Condition	38

ii

7.7.	No Default	38
7.8.	Indebtedness	38
7.9.	Litigation	38
7.10.	Taxes	38
7.11.	Compliance with Law	39
7.12.	ERISA	39
7.13.	Government Regulation	39
7.14.	Solvency	39
SECTION 8.     AFFIRMATIVE COVENANTS		39
8.1.	Information Covenants	39
8.2.	Preservation of Existence and Franchises	41
8.3.	Books and Records	41
8.4.	Compliance with Law	41
8.5.	Payment of Taxes	41
8.6.	Insurance	42
8.7.	Performance of Obligations	42
8.8.	ERISA	42
8.9.	Use of Proceeds	42
8.10.	Audits/Inspections	43
8.11.	Total Funded Debt to Capitalization	43
SECTION 9.     NEGATIVE COVENANTS		43
9.1.	Nature of Business	43
9.2.	Consolidation and Merger	43
9.3.	Sale or Lease of Assets	44
9.4.	Limitation on Liens	44

iii

9.5.	Fiscal Year	44
SECTION 10.     EVENTS OF DEFAULT		44
10.1.	Events of Default	44
10.2.	Acceleration; Remedies	47
10.3.	Allocation of Payments After Event of Default	48
SECTION 11.     AGENCY PROVISIONS		48
11.1.	Appointment	48
11.2.	Delegation of Duties	49
11.3.	Exculpatory Provisions	49
11.4.	Reliance on Communications	50
11.5.	Notice of Default	50
11.6.	Non-Reliance on Administrative Agent and Other Lenders	50
11.7.	Indemnification	51
11.8.	Administrative Agent in Its Individual Capacity	51
11.9.	Successor Administrative Agent	52
SECTION 12.     MISCELLANEOUS		52
12.1.	Notices	52
12.2.	Right of Set-Off; Adjustments	53
12.3.	Benefit of Agreement	53
12.4.	No Waiver; Remedies Cumulative	56
12.5.	Payment of Expenses, etc	57
12.6.	Amendments, Waivers and Consents	57
12.7.	Counterparts; Telecopy	58
12.8.	Headings	58
12.9.	Defaulting Lender	58

iv

12.10.	Survival of Indemnification and Representations and Warranties	59
12.11.	GOVERNING LAW	59
12.12.	WAIVER OF JURY TRIAL	59
12.13.	Severability	59
12.14.	Entirety	59
12.15.	Binding Effect	59
12.16.	Submission to Jurisdiction	60
12.17.	Confidentiality	60
12.18.	Designation of SPVs	61
12.19.	USA PATRIOT Act	62
12.20.	Restatement	62

v

SCHEDULES
Schedule 1.1	Commitment Percentages
Schedule 5.1	Existing Letters of Credit
Schedule 7.8	Indebtedness
Schedule 12.1	Notices
EXHIBITS
Exhibit 2.2(a)	Form of Notice of Borrowing
Exhibit 2.2(c)	Form of Notice of Conversion/Continuation
Exhibit 2.6(a)	Form of Loan Note
Exhibit 6.1(c)	Form of Closing Certificate
Exhibit 6.1(e)	Form of Legal Opinion
Exhibit 8.1(c)	Form of Officer’s Certificate
Exhibit 12.3	Form of Assignment Agreement

vi

FIVE-YEAR

AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT (this “Credit Agreement”), dated as of February 28, 2006 among:

– CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (the “Borrower”);

– the several banks and other financial institutions from time to time parties to this Credit Agreement (each, a “Lender” and, collectively, the “Lenders”);

– BARCLAYS BANK PLC (“Barclays”) (main office: New York, New York), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), and SUNTRUST BANK (“SunTrust”), as the Issuing Lenders hereunder (and as defined herein);

– BARCLAYS, the investment banking division of Barclays, and KEYBANK, as Syndication Agents;

– SUNTRUST BANK, THE BANK OF NOVA SCOTIA and ABN AMRO BANK N.V., as Co-Documentation Agents;

and

– BARCLAYS, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).

PRELIMINARY STATEMENTS

(1) The Borrower is a party to that certain $1,750,000,000 Five-Year Credit Agreement, dated as of August 17, 2005, among the Borrower, the several lenders from time to time parties thereto (including the Departing Lenders as hereinafter defined), Barclays, as Administrative Agent, Barclays and KeyBank, as Syndication Agents, and SunTrust Bank, The Bank of Nova Scotia and ABN AMRO Bank N.V., as Co-Documentation Agents, as amended as of the date hereof (the “Original Credit Agreement”).

(2) The Borrower has requested that the Lenders and the other parties hereto agree to enter into this Credit Agreement to amend and restate the Original Credit Agreement, and the Lenders and such other parties have agreed to enter into this Credit Agreement on the terms and conditions stated herein.

(3) Each Departing Lender has agreed to execute and deliver a Departing Lender Signature Page, pursuant to which such Departing Lender shall cease to be a party to the Original Credit Agreement, each Departing Lender’s “Commitment” under (and as defined in) the Original Credit Agreement shall be terminated and each Departing Lender shall not be a

Lender hereunder (provided that the indemnities and obligations of the Borrower contained in Section 12.05 of the Original Credit Agreement in favor of each Departing Lender shall survive the termination of such Departing Lender’s “Commitment” under the Original Credit Agreement).

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties hereto hereby agree, subject to the satisfaction of the conditions set forth in Section 6, that the Original Credit Agreement is hereby amended and restated in its entirety as of the date hereof as follows:

SECTION 1. DEFINITIONS AND ACCOUNTING TERMS

1.1. Definitions.

As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular:

“Adjusted Base Rate” means the Base Rate plus the Applicable Percentage for Base Rate Loans.

“Adjusted Eurodollar Rate” means the Eurodollar Rate plus the Applicable Percentage for Eurodollar Loans.

“Administrative Agent” means Barclays and its successors and assigns in such capacity.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power (i) to vote 20% or more of the securities having ordinary voting power for the election of directors of such corporation or (ii) to direct or cause direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

“Anniversary Date” has the meaning set forth in Section 2.7(a) hereof.

2

“Applicable Percentage” means, for Loans made to, Letters of Credit issued for the account of, and Utilization Margins payable by, the Borrower, the appropriate applicable percentages, in each case, corresponding to the Rating of the Borrower in effect at such time, as shown below:

Pricing Level	Rating of Borrower	Applicable Commitment Fee		Applicable Percentage for Utilization Margin		Applicable Percentage for Base Rate Loans		Applicable Percentage for Eurodollar Loans		Applicable Percentage for Letters of Credit
1	A2 or higher from Moody’s or A or higher from S&P or A or higher from Fitch	0.07	%	0.10	%	0.0	%	0.20	%	0.30	%
2	A3 from Moody’s or A- from S&P or A- from Fitch	0.08	%	0.10	%	0.0	%	0.25	%	0.35	%
3	Baa1 from Moody’s or BBB+ from S&P or BBB+ from Fitch	0.09	%	0.10	%	0.0	%	0.375	%	0.475	%
4	Baa2 from Moody’s or BBB from S&P or BBB from Fitch	0.11	%	0.10	%	0.0	%	0.475	%	0.575	%
5	Baa3 from Moody’s or BBB- from S&P or BBB- from Fitch	0.15	%	0.10	%	0.0	%	0.60	%	0.70	%
6	Ba1 from Moody’s or BB+ from S&P or BB+ from Fitch	0.20	%	0.10	%	0.0	%	0.875	%	0.975	%
7	Ba2 or lower from Moody’s or BB or lower from S&P or BB or lower from Fitch	0.25	%	0.10	%	0.0	%	1.00	%	1.10	%

Notwithstanding the above, if at any time (i) the Borrower is split-rated and two Ratings fall within the same Pricing Level and the other Rating falls in any Pricing Level higher or lower than the Pricing Level of the two same Ratings, the Applicable Percentage and the Commitment Fees shall be determined by reference to the Pricing Level of the two same Ratings; (ii) the Borrower is split-rated and each of the Ratings fall within different Pricing Levels, the Applicable Percentage and the Commitment Fees shall be determined based on the Pricing Level of the middle Rating; or (iii) the Borrower shall maintain Ratings from only two of Moody’s, S&P and Fitch and each of the Ratings fall within different Pricing Levels, the Applicable Percentage and the Commitment Fees shall be determined based on (a) the higher Pricing Level if the Ratings’ differential is one level and (b) the Pricing Level one level below the higher Rating if the Ratings’ differential is two levels or more. If any such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend the Credit Documents to reflect the unavailability of Ratings from such rating agency, and, pending the effectiveness of any such amendment, the Applicable Percentage and the Commitment Fees will be determined by reference to the Rating of such rating agency most recently in effect prior to such cessation.

3

The Applicable Percentages and the Commitment Fees shall be determined and adjusted on the date of any applicable change in a Rating of the Borrower. Any adjustment in the Applicable Percentages shall be applicable to all existing Base Rate Loans and Letters of Credit as well as any new Base Rate Loans or Eurodollar Loans and Letters of Credit.

The Borrower shall promptly deliver to the Administrative Agent, at the address set forth on Schedule 12.1, information regarding any change in any Rating of the Borrower that would change the existing Pricing Level (as set forth in the chart above).

“Application” means an application, in such form as the applicable Issuing Lender may specify from time to time, requesting such Issuing Lender to issue a Letter of Credit.

“Assuming Lender” has the meaning assigned to such term in Section 2.7(c).

“Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

“Barclays” has the meaning set forth in the preamble hereof.

“Barclays Capital” has the meaning set forth in the preamble hereof.

“Base Rate” means, for any day, a simple rate per annum equal to the greater of (a) the Prime Rate for such day or (b) the sum of one-half of one percent (.50%) plus the Federal Funds Rate for such day.

“Base Rate Loan” means a Loan that bears interest at an Adjusted Base Rate.

“Benefitted Lender” has the meaning set forth in Section 12.2 hereof.

“Borrower” has the meaning set forth in the preamble hereof.

“Business Day” means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or other governmental action to close in New York, New York or, solely for purposes of the issuance of any Letter of Credit by KeyBank, Cleveland, Ohio; provided that in the case of Eurodollar Loans, such day is also a day on which dealings between banks are carried on in Dollar deposits in the London interbank market.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Capitalization” means the sum of (a) Total Funded Debt plus (b) Net Worth.

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“Change of Control” means either: (i) the Borrower shall cease to be a Subsidiary of Dominion Resources or (ii) any person (as such term is defined in Section 13(d) of the Securities and Exchange Act of 1934, as amended) shall acquire, directly or indirectly, beneficial ownership of more than 50% of the outstanding shares of the capital stock of Dominion Resources entitled to vote generally for the election of directors of Dominion Resources.

“Closing Date” means the date hereof.

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

“Commitment” means, with respect to each Lender, such Lender’s share of the Loan Commitment based upon such Lender’s Commitment Percentage.

“Commitment Fees” has the meaning set forth in Section 3.4(a).

“Commitment Percentage” means, for each Lender, the percentage identified as its Commitment Percentage opposite such Lender’s name on Schedule 1.1 attached hereto, as such percentage may be modified in accordance with the terms of this Credit Agreement.

“Consenting Lender” has the meaning assigned to such term in Section 2.7(b).

“Consolidated Subsidiary” means, as to any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired), the financial statements of which are or are required to be consolidated with the financial statements of such Person in accordance with GAAP, including principles of consolidation.

“Controlled Group” means (i) the controlled group of corporations as defined in Section 414(b) of the Code and the applicable regulations thereunder or (ii) the group of trades or businesses under common control as defined in Section 414(c) of the Code and the applicable regulations thereunder, of which the Borrower is a part or may become a part.

“Credit Documents” means this Credit Agreement, the Loan Notes, and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto.

“Credit Exposure” has the meaning set forth in the definition of “Required Lenders” below.

“Default” means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“Defaulting Lender” means, at any time, any Lender that, at such time (a) has failed to make a Loan required pursuant to the terms of this Credit Agreement, (b) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of this Credit Agreement or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar official.

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“Departing Lender” means each lender under the Original Credit Agreement that executes and delivers to the Administrative Agent a Departing Lender Signature Page.

“Departing Lender Signature Page” means each signature page to this Credit Agreement on which it is indicated that the Departing Lender executing the same shall cease to be a party to the Original Credit Agreement on the Closing Date.

“Dollar”, “dollar” and “$” means lawful currency of the United States.

“Dominion Resources or DRI” means Dominion Resources, Inc., a Virginia corporation, and its successors and permitted assigns.

“Effective Date” has the meaning set forth in Section 12.15 hereof.

“Eligible Assignee” means:

(a) any Lender or Affiliate or Subsidiary of a Lender; and

(b) any other commercial bank, financial institution or “accredited investor” (as defined in Regulation D promulgated by the Securities and Exchange Commission) that is either a bank organized or licensed under the laws of the United States of America or any State thereof or that has agreed to provide the information listed in Section 4.4(d) to the extent that it may lawfully do so and that is approved by the Administrative Agent and the Borrower (each such approval not to be unreasonably withheld or delayed);

provided that, for purposes of:

(i) clause (a), the Borrower’s consent is not required;

(ii) clause (b), the Borrower’s consent is not required during the existence and continuation of a Default or an Event of Default;

(iii) clause (a) and clause (b), no person or entity shall be an Eligible Assignee without the consent of the Issuing Lenders, which consent may be given or withheld in the sole discretion of the Issuing Lenders; and

(iv) clause (a) and clause (b), neither the Borrower nor any Affiliate or Subsidiary of the Borrower shall qualify as an Eligible Assignee.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

“ERISA Affiliate” means each person (as defined in Section 3(9) of ERISA) which together with the Borrower or any Subsidiary of the Borrower would be deemed to be a member of the same “controlled group” within the meaning of Section 414(b), (c), (m) and (o) of the Code.

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“Eurodollar Loan” means a Loan bearing interest at a rate of interest determined by reference to the Eurodollar Rate.

“Eurodollar Rate” means with respect to any Eurodollar Loan, for the Interest Period applicable thereto, a rate per annum determined pursuant to the following formula:

“Eurodollar Rate” = Interbank Offered Rate        

1 - Eurodollar Reserve Percentage

“Eurodollar Reserve Percentage” means, for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D, as such regulation may be amended from time to time or any successor regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of Eurodollar Loans is determined), whether or not any Lender has any Eurocurrency liabilities subject to such reserve requirement at that time. Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to a Lender. The Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

“Event of Default” has the meaning specified in Section 10.1.

“Exchange Act” means the Securities and Exchange Act of 1934, as amended.

“Extension Date” has the meaning assigned to such term in Section 2.7(b).

“Federal Funds Rate” means for any day the rate per annum (rounded upward to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Fitch” means Fitch Ratings Ltd., or any successor or assignee of the business of such company in the business of rating securities.

“Funded Debt” means, as to any Person, without duplication: (a) all Indebtedness of such Person for borrowed money or which has been incurred in connection with the acquisition of assets (excluding letters of credit, bankers’ acceptances, Non-Recourse Debt, Mandatorily Convertible Securities, Trust Preferred Securities and Hybrid Equity Securities), (b) all capital lease obligations (including Synthetic Lease Obligations) of such Person and (c) all Guaranty Obligations of Funded Debt of other Persons.

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“GAAP” means generally accepted accounting principles in the United States applied on a consistent basis and subject to Section 1.3.

“Governmental Authority” means any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“Granting Lender” has the meaning set forth in Section 12.18 hereof.

“Guaranty Obligations” means, in respect of any Person, any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness of another Person, including, without limitation, any obligation (a) to purchase or pay, or advance or supply funds for the purchase or payment of, such Indebtedness or (b) entered into primarily for the purpose of assuring the owner of such Indebtedness of the payment thereof (such as, for example, but without limitation, an agreement to advance or provide funds or other support for the payment or purchase of such Indebtedness or to maintain working capital, solvency or other balance sheet conditions of such other Person, including, without limitation, maintenance agreements, comfort letters or similar agreements or arrangements, or to lease or purchase property, securities or services) if such obligation would constitute an indirect guarantee of indebtedness of others, the disclosure of which would be required in such Person’s financial statements under GAAP; provided, however, that the term Guaranty Obligations shall not include (i) endorsements for deposit or collection in the ordinary course of business, (ii) obligations under purchased power contracts or (iii) obligations of the Borrower otherwise constituting Guaranty Obligations under this definition to provide contingent equity support, to keep well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise in respect of any Subsidiary or Affiliate of the Borrower in connection with the non-utility nonrecourse financing activities of such Subsidiary or Affiliate.

“Hybrid Equity Securities” means any securities issued by the Borrower or a financing vehicle of the Borrower, that (i) are classified as possessing a minimum of “intermediate equity content” by S&P, Basket C equity credit by Moody’s and 50% equity credit by Fitch and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Loans and all other amounts due under this Credit Agreement.

“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 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 the 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.

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“Indenture” means the Indenture dated as of April 1, 1995 between the Borrower and United States Trust Company of New York, as Trustee, as in effect on the date hereof and without giving effect to any modifications or supplements thereto, or terminations thereof, after the date hereof.

“Interbank Offered Rate” means, for any Eurodollar Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Telerate Page 3750, the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%). If, for any reason, such rate is not available, the term “Interbank Offered Rate” shall mean, for any Eurodollar Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%).

“Interest Payment Date” means (a) as to Base Rate Loans, the last day of each fiscal quarter of the Borrower and the Maturity Date, and (b) as to Eurodollar Loans, the last day of each applicable Interest Period, and the Maturity Date. If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment Date shall be deemed to be the next succeeding Business Day, except that in the case of Eurodollar Loans where such next succeeding Business Day falls in the next succeeding calendar month, then such Interest Payment Date shall be deemed to be the immediately preceding Business Day.

“Interest Period” means, as to Eurodollar Loans, a period of 14 days (in the case of new money borrowings) or one, two or three months’ duration, as the Borrower may elect, commencing, in each case, on the date of the borrowing (including continuations and conversions of Eurodollar Loans); provided, however, (i) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, then such Interest Period shall end on the next preceding Business Day), (ii) no Interest Period shall extend beyond the Maturity Date and (iii) with respect to Eurodollar Loans, where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last Business Day of such calendar month.

“Issuing Lender” means, with respect to any Letter of Credit, the issuer thereof, which shall be Barclays, KeyBank, SunTrust and/or any other Lender that agrees to act as an issuing Lender hereunder with the consent of the Borrower, the other Issuing Lenders and the Administrative Agent.

“Joint Lead Arrangers” means Barclays Capital and KeyBank.

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“KeyBank” has the meaning set forth in the preamble hereof.

“L/C Commitment” means $1,700,000,000, or such lesser or greater amount equal to the then effective Loan Commitment as modified from time to time in accordance with Section 2.5.

“L/C Fee Payment Date” means each of the first Business Day of each January, April, July and October (as well as on the Maturity Date).

“L/C Obligations” means, at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 5.5.

“L/C Participants” means, with respect to any Letter of Credit, the collective reference to all the Lenders other than the applicable Issuing Lender.

“Lenders” means those banks and other financial institutions identified as such on the signature pages hereto and such other institutions that may become Lenders pursuant to Section 12.3(b).

“Letter of Credit” has the meaning set forth in Section 5.1(a).

“Letter of Credit Fees” has the meaning set forth in Section 5.3(a).

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code as adopted and in effect in the relevant jurisdiction or other similar recording or notice statute, and any lease in the nature thereof).

“Loan” means any loan made by any Lender to the Borrower pursuant to Section 2.1.

“Loan Commitment” means One Billion Seven Hundred Million Dollars ($1,700,000,000), which amount includes the L/C Commitment, as such amount may be otherwise reduced or increased in accordance with Section 2.5.

“Loan Notes” means the promissory notes of the Borrower in favor of each Lender evidencing the Loans made to the Borrower and substantially in the form of Exhibit 2.6(a), as such promissory notes may be amended, modified, supplemented or replaced from time to time.

“Mandatorily Convertible Securities” means any mandatorily convertible equity-linked securities issued by the Borrower, so long as the terms of such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Loans and all other amounts due under this Credit Agreement.

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“Material Adverse Effect” means a material adverse effect, after taking into account applicable insurance, if any, on (a) the operations, financial condition or business of the Borrower and its Consolidated Subsidiaries, taken as a whole, (b) the ability of the Borrower to perform its obligations under this Credit Agreement or (c) the validity or enforceability of this Credit Agreement or any of the other Credit Documents against the Borrower, or the rights and remedies of the Lenders against the Borrower hereunder or thereunder.

“Material Plan” has the meaning set forth in Section 10.1(h) hereof.

“Material Subsidiary” shall mean a Subsidiary of the Borrower whose total assets (as determined in accordance with GAAP) represent at least 20% of the total assets of the Borrower, on a consolidated basis.

“Maturity Date” means August 17, 2010, subject to extension pursuant to Section 2.7.

“Moody’s” means Moody’s Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.

“Multiemployer Plan” means at any time an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the Controlled Group during such five year period but only with respect to the period during which such Person was a member of the Controlled Group.

“Net Worth” means, as of any date, the shareholders’ equity or net worth of the Borrower and its Consolidated Subsidiaries, on a consolidated basis, as determined in accordance with GAAP (including, but not limited to, Mandatorily Convertible Securities, Trust Preferred Securities, Hybrid Equity Securities and Preferred Stock, but excluding the accumulated other comprehensive income or loss component of shareholders’ equity).

“Non-Recourse Debt” means Indebtedness (a) as to which the Borrower (i) does not provide credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (ii) is not directly or indirectly liable as a guarantor or otherwise, and (iii) is not the lender; (b) in respect of which default would not permit (whether upon notice, lapse of time or both) any holder of any other Indebtedness (other than the Loans or the Loan Notes) of the Borrower to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and (c) as to which the lenders will not have any recourse to the stock or assets of the Borrower.

“Non-Regulated Assets” means the operations of the Borrower that are not regulated by a Governmental Authority (i.e., exploration and production, producer services or retail supply assets of the Borrower).

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“Notice of Borrowing” means a request by the Borrower for a Loan in the form of Exhibit 2.2(a).

“Notice of Continuation/Conversion” means a request by the Borrower for the continuation or conversion of a Loan in the form of Exhibit 2.2(c).

“Original Credit Agreement” has the meaning set forth in the preamble hereof.

“Other Taxes” has the meaning set forth in Section 4.4(b) hereof.

“PBGC” means the Pension Benefit Guaranty Corporation established under ERISA and any successor thereto.

“Pension Plans” has the meaning set forth in Section 8.8 hereof.

“Person” means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated), or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means any single-employer plan as defined in Section 4001 of ERISA, which is maintained, or at any time during the five calendar years preceding the date of this Credit Agreement was maintained, for employees of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of the Borrower.

“Preferred Stock” means any Capital Stock issued by the Borrower that is entitled to preference or priority over any other Capital Stock of the Borrower in respect of the payment of dividends, or distribution of assets upon liquidation, or both.

“Prime Rate” means the per annum rate of interest established from time to time by Barclays at its principal office in New York, New York as its Prime Rate. Any change in the interest rate resulting from a change in the Prime Rate shall become effective as of 12:01 a.m. of the Business Day on which each change in the Prime Rate is announced by the Administrative Agent. The Prime Rate is a reference rate used by the Administrative Agent in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged on any extension of credit to any debtor.

“Rating” means the rating assigned by Moody’s, S&P or Fitch to the Borrower’s senior, unsecured, long-term, non-credit enhanced public debt.

“Refund” has the meaning set forth in Section 4.4(c) hereof.

“Register” has the meaning set forth in Section 12.3(c).

“Regulation A, D, T, U or X” means Regulation A, D, T, U or X, respectively, of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

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“Reimbursement Obligation” means the obligation of the Borrower to reimburse the Issuing Lenders pursuant to Section 5.5 for amounts drawn under Letters of Credit.

“Reportable Event” means a “reportable event” as defined in Section 4043 of ERISA with respect to which the notice requirements to the PBGC have not been waived.

“Required Lenders” means Lenders whose aggregate Credit Exposure (as hereinafter defined) constitutes more than 50% of the aggregate Credit Exposure of all Lenders at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time then there shall be excluded from the determination of Required Lenders the aggregate Credit Exposure of such Lender at such time. For purposes of the preceding sentence, the term “Credit Exposure” as applied to each Lender shall mean (a) at any time prior to the termination of the Commitments, the Commitment Percentage of such Lender multiplied by the Loan Commitment and (b) at any time after the termination of the Commitments, the sum of (i) the outstanding principal amount of Loans owed to such Lender and (ii) such Lender’s Commitment Percentage of the L/C Obligations then outstanding.

“Responsible Officer” means the chief executive officer, president, executive vice president, chief operating officer, chief financial officer, principal accounting officer, general counsel, treasurer or assistant treasurer of the Borrower.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., or any successor or assignee of the business of such division in the business of rating securities.

“Solvent” means, with respect to any Person as of a particular date, that on such date (a) the fair saleable value (on a going concern basis) of such Person’s assets exceeds its liabilities, contingent or otherwise, fairly valued, (b) such Person will be able to pay its debts as they become due, (c) such Person does not have unreasonably small capital with which to satisfy all of its current and reasonably anticipated obligations and (d) such Person does not intend to incur nor does it reasonably anticipate that it will incur debts beyond its ability to pay as such debts become due.

“SPV” has the meaning set forth in Section 12.18 hereof.

“Stated Amount” of each Letter of Credit means, at any time, the maximum amount available to be drawn thereunder (in each case determined without regard to whether any conditions to drawing could be met).

“Subsidiary” means, as to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries has more than 50% equity interest at any time.

“SunTrust” has the meaning set forth in the preamble hereof.

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“Synthetic Lease” means each arrangement, however described, under which the obligor accounts for its interest in the property covered thereby under GAAP as lessee of a lease which is not a capital lease under GAAP and accounts for its interest in the property covered thereby for federal income tax purposes as the owner.

“Synthetic Lease Obligation” means, as to any Person with respect to any Synthetic Lease at any time of determination, the amount of the liability of such Person in respect of such Synthetic Lease that would (if such lease was required to be classified and accounted for as a capital lease on a balance sheet of such Person in accordance with GAAP) be required to be capitalized on the balance sheet of such Person at such time.

“Taxes” has the meaning set forth in Section 4.4(a).

“Total Funded Debt” means all Funded Debt of the Borrower and its Consolidated Subsidiaries, on a consolidated basis, as determined in accordance with GAAP.

“Trust Preferred Securities” means the trust preferred securities issued by a subsidiary capital trust established by the Borrower outstanding on the date hereof and reflected as such in the financial statements of Dominion Resources for the fiscal year ended December 31, 2004, and any additional trust preferred securities that are substantially similar thereto, along with the junior subordinated debt obligations of the Borrower, so long as (a) the terms thereof require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Loans, Reimbursement Obligations and all other amounts due under this Credit Agreement, (b) such securities are subordinated and junior in right of payment to all obligations of the Borrower for or in respect of borrowed money and (c) the obligors in respect of such preferred securities and subordinated debt have the right to defer interest and dividend payments, in each case to substantially the same extent as such currently outstanding preferred securities or on similar terms customary for trust preferred securities and not materially less favorable to the interests of the Borrower or the Lenders.

“Utilization Margin” has the meaning set forth in Section 3.4(b).

“Utilized Commitment” means, for any day from the Closing Date to the Maturity Date, an amount equal to the sum of (a) the aggregate principal amount of all Loans outstanding on such day to the Borrower and (b) the aggregate L/C Obligations then outstanding.

“Wholly Owned Subsidiary” means, as to any Person, any other Person all of the Capital Stock of which (other than de minimis directors’ qualifying shares or local ownership shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

1.2. Computation of Time Periods; Other Definitional Provisions.

For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.” References in this Credit Agreement to “Sections”, “Schedules” and “Exhibits” shall be to Sections, Schedules or Exhibits of or to this Credit Agreement unless otherwise specified.

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1.3. Accounting Terms.

Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 8.1 (or, prior to the delivery of the first financial statements pursuant to Section 8.1, consistent with the financial statements described in Section 6.1(f)); provided, however, if (a) the Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) the Administrative Agent or the Required Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Borrower to the Lenders as to which no such objection shall have been made.

1.4. Time.

All references to time herein shall be references to Eastern Standard Time or Eastern Daylight time, as the case may be, unless specified otherwise.

SECTION 2. LOANS

2.1. Loan Commitment.

Subject to the terms and conditions set forth herein, each Lender severally agrees to make Loans to the Borrower in Dollars, at any time and from time to time, during the period from the Closing Date to the earlier of the Maturity Date and the date of termination of the Loan Commitment (each, a “Loan” and collectively, the “Loans”); provided that (i) the sum of the aggregate amount of Loans outstanding to the Borrower plus the L/C Obligations then outstanding on any day shall not exceed the Loan Commitment and (ii) with respect to each individual Lender, the Lender’s pro rata share of the sum of outstanding Loans plus the L/C Obligations then outstanding on any day shall not exceed such Lender’s Commitment Percentage of the Loan Commitment. Subject to the terms and conditions of this Credit Agreement, the Borrower may borrow, repay and reborrow the amount of the Loan Commitment made to it.

2.2. Method of Borrowing for Loans.

(a) Base Rate Loans. By no later than 11:00 a.m. on the date of a request for borrowing (or for the conversion of Eurodollar Loans to Base Rate Loans), the Borrower shall submit a Notice of Borrowing to the Administrative Agent setting forth (i) the amount requested, (ii) the desire to have such Loans accrue interest at the Base Rate and (iii) except in the case of conversions of Eurodollar Loans to Base Rate Loans, complying in all respects with Section 6.2 hereof.

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(b) Eurodollar Loans. By no later than 11:00 a.m. three Business Days prior to the date of a borrowing (or for the conversion of Base Rate Loans to Eurodollar Loans or the continuation of existing Eurodollar Loans) (the “Notice Date”), the Borrower shall submit a Notice of Borrowing to the Administrative Agent (x) setting forth (i) the amount requested, (ii) the desire to have such Loans accrue interest at the Adjusted Eurodollar Rate, and (iii) the Interest Period applicable thereto, and (y) except in the case of conversions of Base Rate Loans to Eurodollar Loans or the continuation of existing Eurodollar Loans, complying in all respects with Section 6.2 hereof.

(c) Continuation and Conversion. The Borrower shall have the option, on any Business Day, to continue existing Eurodollar Loans made to it for a subsequent Interest Period, to convert Base Rate Loans made to it into Eurodollar Loans or to convert Eurodollar Loans made to it into Base Rate Loans. By no later than 11:00 a.m. (a) on the date of the requested conversion of a Eurodollar Loan to a Base Rate Loan or (b) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion, setting forth (i) whether the Borrower wishes to continue or convert such Loans and (ii) if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto. Notwithstanding anything herein to the contrary, (i) except as provided in Section 4.1 hereof, Eurodollar Loans may be converted to Base Rate Loans only on the last day of an Interest Period applicable thereto; (ii) Eurodollar Loans may be continued and Base Rate Loans may be converted to Eurodollar Loans only if no Default or Event of Default is in existence on the date of such extension or conversion; (iii) any continuation or conversion must comply with Sections 2.2(a) or 2.2(b) hereof, as applicable; and (iv) failure by the Borrower to properly continue Eurodollar Loans at the end of an Interest Period shall be deemed a conversion to Base Rate Loans.

2.3. Funding of Loans.

Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender will make its pro rata share of the Loans available to the Administrative Agent by 2:00 p.m. on the date specified in the Notice of Borrowing by deposit (in Dollars) of immediately available funds at the offices of the Administrative Agent at its principal office in New York, New York, or at such other address as the Administrative Agent may designate in writing. All Loans shall be made by the Lenders pro rata on the basis of each Lender’s Commitment Percentage.

No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower a corresponding amount. If such

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corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) the applicable rate for such Loan pursuant to the Notice of Borrowing, if recovered from the Borrower and (b) the Federal Funds Rate, if recovered from a Lender.

2.4. Minimum Amounts of Loans.

Each request for Loans shall be, in the case of Eurodollar Loans, in an aggregate principal amount that is not less than the lesser of $10,000,000 or the remaining amount available to be borrowed and in the case of Base Rate Loans, in an aggregate principal amount that is not less than the lesser of $5,000,000 or the remaining amount available to be borrowed. Any Loan requested shall be in an integral multiple of $1,000,000 unless the request is for all of the remaining amount available to be borrowed.

2.5. Reductions and Increases of Loan Commitment.

(a) Upon at least three Business Days’ notice, the Borrower shall have the right to permanently terminate or reduce the aggregate unused amount of the Loan Commitment available to it at any time or from time to time; provided that (i) each partial reduction shall be in an aggregate amount at least equal to $10,000,000 and in integral multiples of $1,000,000 above such amount and (ii) no reduction shall be made which would reduce the Loan Commitment to an amount less than the sum of the then outstanding Loans plus the then outstanding L/C Obligations. Any reduction in (or termination of) the Loan Commitment shall be permanent and may not be reinstated.

(b) At any time and from time to time prior to the Maturity Date, the Borrower may, by written notice to the Administrative Agent (which the Administrative Agent shall promptly furnish to each Lender), request that one or more Persons (which may include the Lenders, as provided below) offer to increase their respective Commitments (if they are Lenders) or make an additional Commitment (if they are not already Lenders) (such increased and/or additional Commitments being, an “Increase”) under this paragraph (b), it being understood that (i) if such offer is to be made by a Person that is not already a Lender, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 12.3(b) in the event of an assignment to such Person (such consent not to be unreasonably withheld), and (ii) the Issuing Lenders shall have consented to such Person increasing or making such Commitment, which consent may be withheld in the sole discretion of the Issuing Lender. The minimum aggregate amount of any Increase shall be $50,000,000. In no event shall the aggregate amount of all Increases pursuant to this paragraph (b) exceed $500,000,000. Subject to the terms of this paragraph (b), the Borrower may arrange for one or more eligible banks or other financial institutions, which may include any Lender, to

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extend applicable Commitments or increase their existing applicable Commitments in an aggregate amount equal to the proposed Increase. In the event that one or more of such Persons elects in its sole discretion to offer to increase or enter into such Commitments, and such Persons, the Borrower and the Administrative Agent agree as to the amount of such Commitments to be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Borrower in connection therewith, the Borrower, such Persons, the Administrative Agent and the Issuing Lenders shall execute and deliver an appropriate amendment to this Credit Agreement, which amendment shall specify, among other things, the procedures for reallocating any outstanding Loans and L/C Obligations and the Issuing Lenders’ respective shares of any concurrent increase in the L/C Commitment.

(c) Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section unless, (i) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 6.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by the chief financial officer, treasurer or assistant treasurer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (e) of Section 6.1 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such Increase.

2.6. Loan Notes.

(a) The Loans made by any Lender shall be evidenced, upon request by such Lender, by a promissory note of the Borrower payable to such Lender in substantially the form of Exhibit 2.6(a) hereto (a “Loan Note”) and in a principal amount equal to the amount of such Lender’s Commitment Percentage of the Loan Commitment as in effect as of the date such Lender becomes a party to this Credit Agreement.

(b) The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books; provided that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing hereunder or under any Loan Note, and each such recordation or endorsement shall be conclusive and binding absent manifest error.

2.7. Extension of Maturity Date.

(a) Extension Request. The Borrower may request, no more than once during the term of this Agreement, a one-year extension of the Maturity Date by submitting a written request for an extension to the Administrative Agent (an “Extension Request”) no earlier than 90 days but not later than 60 days prior to any anniversary of the Closing Date (such anniversary being an “Anniversary Date”). Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no earlier than 30 days but no later than 20 days prior to such Anniversary Date (it being

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understood and agreed that such consent may be given or withheld in such Lender’s sole and absolute discretion). If any Lender shall fail to notify the Administrative Agent in writing of its consent to any such request for extension of the Maturity Date by the 20th day prior to such Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender (as defined below) with respect to such request. The election of any Lender to agree to an Extension Request shall not obligate any other Lender to so agree. The Administrative Agent shall deliver to the Borrower written notification of the Lenders’ decisions no later than 15 days prior to such Anniversary Date.

(b) Extension. If all of the Lenders consent in writing to any such request in accordance with Section 2.7(a), the Maturity Date in effect at such time shall, effective as at such next Anniversary Date (the “Extension Date”), be extended for one calendar year; provided that no such extension shall become effective under this sentence unless, (i) on the applicable Extension Date, the conditions set forth in Sections 6.2(b) and (c) shall be satisfied (or waived by Lenders holding more than 50% of the Loan Commitment) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by the chief financial officer or treasurer of the Borrower and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such extension. If Lenders holding more than 50% of the Loan Commitment, but less than all of the Lenders, consent in writing to any such request in accordance with Section 2.7(a), unless the Borrower shall deliver written notice to the Administrative Agent terminating such requested extension not less than ten Business Days prior to the proposed Extension Date (it being understood and agreed that any Extension Request issued in connection with any such terminated extension shall constitute an Extension Request for purposes of determining the then remaining available number of Extension Requests under Section 2.7(a)), the Maturity Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.7 and the Commitment of such Lender is not assumed in accordance with Section 2.7(c) on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person and the Borrower shall pay all Loans, together with accrued but unpaid interest thereon, and all other amounts owing under this Credit Agreement to such Non-Consenting Lender on such unextended Maturity Date; provided that such Non-Consenting Lender shall continue to be entitled to the benefits of, and subject to, those provisions of this Credit Agreement and the other Credit Documents which survive payment of the Loans, Reimbursement Obligations and other obligations of the Borrower hereunder and termination of the applicable agreement. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Maturity Date.

(c) Assuming Lenders. If less than all of the Lenders consent to any such request pursuant to Section 2.7(a), the Borrower may arrange for one or more Persons (who may be Consenting Lenders) acceptable to the Administrative Agent and the Issuing Banks (each an “Assuming Lender”) (x) to assume, effective as of the Extension Date or such other date as may be agreed among the Borrower, the Non-Consenting Lender, such Assuming Lender and the

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Administrative Agent, any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Credit Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender and (y) to accept, effective as of the Extension Date or such later date as any Assuming Lender executes and delivers an assignment agreement in substantially the form of Exhibit 12.3 (an “Assumption Agreement”), the Maturity Date applicable to Consenting Lenders; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:

(i) any such Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, owing to such Non-Consenting Lender plus (B) any accrued but unpaid commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment;

(ii) all additional accrued and unpaid cost reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and

(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 12.3(b)(vi) for such assignment shall have been paid;

provided further that such Non-Consenting Lender shall continue to be entitled to the benefits of, and subject to, those provisions of this Credit Agreement and the other Credit Documents which survive payment of the Loans, Reimbursement Obligations and other obligations of the Borrower hereunder and termination of the applicable agreement. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent (acting reasonably) as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.7 shall have delivered to the Administrative Agent any Loan Note held by such Non-Consenting Lender. Upon the payment of all amounts referred to in clauses (i), (ii) and (iii) of this Section 2.7(c), each such Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Credit Agreement and shall be a Lender for all purposes of this Credit Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder arising after the Extension Date shall, by the provisions hereof, be released and discharged.

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(d) Consent of Majority of Existing Lenders. If Lenders holding more than 50% of the Loan Commitment (after giving effect to any assignments pursuant to Section 2.7(c)) consent in a writing delivered to the Administrative Agent to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as (i) on the Extension Date, the conditions set forth in Sections 6.2(b) and (c) shall be satisfied or waived by Lenders holding more than 50% of the Loan Commitment (after giving effect to any assignments pursuant to Section 2.7(c)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by the chief financial officer or treasurer of the Borrower and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such extension, the Maturity Date then in effect shall be extended for the additional one-year period as described in Section 2.7(b), and all references in this Credit Agreement, and in any Loan Notes to the “Maturity Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Maturity Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Maturity Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

SECTION 3. PAYMENTS

3.1. Interest.

(a) Interest Rate.

(i) All Base Rate Loans shall accrue interest at the Adjusted Base Rate.

(ii) All Eurodollar Loans shall accrue interest at the Adjusted Eurodollar Rate.

(b) Default Rate of Interest. Upon the occurrence, and during the continuance, of an Event of Default, the principal of and, to the extent permitted by law, interest on the Loans, Reimbursement Obligations and any other amounts owing by the Borrower hereunder or under the other Credit Documents shall bear interest, payable on demand, at a per annum rate equal to 2% plus the rate which would otherwise be applicable (or if no rate is applicable, then the Adjusted Base Rate plus 2% per annum).

(c) Interest Payments. Interest on Loans shall be due and payable in arrears on each Interest Payment Date.

3.2. Prepayments.

(a) Voluntary Prepayments. The Borrower shall have the right to prepay Loans made to it in whole or in part from time to time without premium or penalty; provided,

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however, that (i) Eurodollar Loans may only be prepaid on three Business Days’ prior written notice to the Administrative Agent and any prepayment of Eurodollar Loans will be subject to Section 4.3 hereof, (ii) each such partial prepayment of Loans shall be in the minimum principal amount of $10,000,000 and (iii) all prepayments shall be accompanied by all accrued and unpaid interest on the principal prepaid. Amounts prepaid hereunder shall be applied as the Borrower may elect; provided that if the Borrower fails to specify the application of a voluntary prepayment then such prepayment shall be applied in each case first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities.

(b) Mandatory Prepayments. If at any time the amount of Loans outstanding plus the L/C Obligations then outstanding exceeds the Loan Commitment, the Borrower shall immediately make a principal payment to the Administrative Agent in the manner and in an amount necessary to be in compliance with Section 2.1 hereof. Any payments made under this Section 3.2(b) shall be subject to Section 4.3 hereof and shall be applied first, to Base Rate Loans, and second, to Eurodollar Loans in direct order of Interest Period maturities; provided, that if the aggregate principal amount of Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. All prepayments shall be accompanied by all accrued and unpaid interest on the principal prepaid.

3.3. Payment in Full at Maturity.

On the Maturity Date, the entire outstanding principal balance of all Loans, together with accrued but unpaid interest and all other sums owing under this Credit Agreement, shall be due and payable in full, unless accelerated sooner pursuant to Section 10 hereof.

3.4. Fees and Utilization Margin.

(a) Commitment Fees.

(i) In consideration of the Loan Commitment being made available by the Lenders hereunder, the Borrower agrees to pay to the Administrative Agent, for the pro rata benefit of each Lender, a commitment fee for each day that will accrue on the unutilized Loan Commitment (i.e., the amount of the Loan Commitment less the outstanding aggregate principal amount of Loans and L/C Obligations) on such day according to the per annum percentages set forth under the heading “Applicable Commitment Fee” in the table included in the definition of “Applicable Percentage” (the “Commitment Fee”).

(ii) The accrued Commitment Fees shall be due and payable in arrears on the first Business Day of each January, April, July and October (as well as on the Maturity Date and on any date that the Loan Commitment is reduced) for the immediately preceding fiscal quarter (or portion thereof), beginning with the first of such dates to occur after the Closing Date.

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(b) Utilization Margin.

(i) If on any day the sum of the aggregate outstanding principal amount of all Loans plus the L/C Obligations then outstanding exceeds the product of (A) one-half (1/2) times (B) the Loan Commitment (or if all of the Commitments shall have been terminated, the Loan Commitment in effect immediately prior to such termination), the Applicable Percentage otherwise applicable to the Loans shall be increased by a per annum percentage set forth under the heading “Applicable Percentage for Utilization Margin” in the table included in the definition of “Applicable Percentage” (the “Utilization Margin”).

(ii) The accrued Utilization Margin shall be due and payable on each Interest Payment Date (as well as on any date that the Loan Commitment is reduced), beginning with the first of such dates to occur after the Closing Date.

(c) Administrative Fees. The Borrower agrees to pay to the Administrative Agent an annual fee as agreed to between the Borrower and the Administrative Agent.

(d) Fees Under Original Credit Agreement. On the Closing Date, the Borrower shall pay to the Administrative Agent, for the ratable account of the lenders then party to the Original Credit Agreement, the accrued and unpaid “Commitment Fees” (as such term is defined in the Original Credit Agreement before giving effect to this Credit Agreement) under the Original Credit Agreement to but not including the Closing Date.

3.5. Place and Manner of Payments.

All payments of principal, interest, fees, expenses and other amounts to be made by the Borrower under this Credit Agreement shall be received not later than 2:00 p.m. on the date when due in Dollars and in immediately available funds, without setoff, deduction, counterclaim or withholding of any kind, by the Administrative Agent at its offices in New York, New York, except payments to be made directly to an Issuing Lender as provided herein. The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent, the Loans, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent, shall distribute such payment to the Lenders in such manner as it reasonably determines in its sole discretion).

3.6. Pro Rata Treatment.

Except to the extent otherwise provided herein, all Loans, each payment or prepayment of principal of any Loan, each payment of interest on the Loans, each payment of Commitment Fees and Letter of Credit Fees, each reduction of the Loan Commitment, each payment to Lenders in respect of their participations in L/C Obligations and each conversion or continuation of any Loans, shall be allocated pro rata among the Lenders in accordance with the respective Commitment Percentages.

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3.7. Computations of Interest and Fees.

(a) Except for Base Rate Loans, on which interest shall be computed on the basis of a 365 or 366 day year as the case may be, all computations of interest and fees hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days.

(b) It is the intent of the Lenders and the Borrower to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Borrower are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Loan Notes or otherwise, exceed the maximum non-usurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum non-usurious amount, any such construction shall be subject to the provisions of this paragraph and such documents shall be automatically reduced to the maximum non-usurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum lawful amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum non-usurious amount permitted by applicable law.

3.8. Sharing of Payments.

Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement (other than any such payment made to a Non-Consenting Lender pursuant to Section 2.7(b) or (c)), such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be

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restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a participation in Loans made to the Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

3.9. Evidence of Debt.

(a) Each Lender shall maintain an account or accounts evidencing each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender by or for the account of the Borrower from time to time under this Credit Agreement. Each Lender will make reasonable efforts to maintain the accuracy of its account or accounts and to promptly update its account or accounts from time to time, as necessary.

(b) The Administrative Agent shall maintain the Register pursuant to Section 12.3(c), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount, type and Interest Period of each such Loan hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from or for the account of the Borrower and each Lender’s share thereof. The Administrative Agent will make reasonable efforts to maintain the accuracy of the subaccounts referred to in the preceding sentence and to promptly update such subaccounts from time to time, as necessary.

(c) The entries made in the accounts, Register and subaccounts maintained pursuant to subsection (b) of this Section 3.9 (and, if consistent with the entries of the Administrative Agent, subsection (a)) shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain any such account, the Register or such subaccounts, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay the Loans made by such Lender to the Borrower in accordance with the terms hereof.

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SECTION 4. ADDITIONAL PROVISIONS REGARDING LOANS

4.1. Eurodollar Loan Provisions.

(a) Unavailability. In the event that the Administrative Agent shall have determined in good faith (i) that Dollar deposits in the principal amounts requested with respect to a Eurodollar Loan are not generally available in the London interbank Eurodollar market or (ii) that reasonable means do not exist for ascertaining the Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give notice of such determination to the Borrower and the Lenders. In the event of any such determination under clauses (i) or (ii) above, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any request by the Borrower for Eurodollar Loans shall be deemed to be a request for Base Rate Loans, and (B) any request by the Borrower for conversion into or continuation of Eurodollar Loans shall be deemed to be a request for conversion into or continuation of Base Rate Loans.

(b) Change in Legality.

(i) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrower and to the Administrative Agent, such Lender may:

(A) declare that Eurodollar Loans, and conversions to or continuations of Eurodollar Loans, will not thereafter be made by such Lender to the Borrower hereunder, whereupon any request by the Borrower for, or for conversion into or continuation of, Eurodollar Loans shall, as to such Lender only, be deemed a request for, or for conversion into or continuation of, Base Rate Loans, unless such declaration shall be subsequently withdrawn; and

(B) require that all outstanding Eurodollar Loans made by it to the Borrower be converted to Base Rate Loans in which event all such Eurodollar Loans shall be automatically converted to Base Rate Loans.

(ii) In the event any Lender shall exercise its rights under clause (A) or (B) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender to the Borrower or the converted Eurodollar Loans of such Lender to the Borrower shall instead be applied to repay the Base Rate Loans made by such Lender to the Borrower in lieu of, or resulting from the conversion of, such Eurodollar Loans.

(c) Increased Costs. If at any time a Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to the making, the commitment to make or the maintaining of any Eurodollar Loan because of (i) any change since

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the date of this Credit Agreement in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or such order) including, without limitation, the imposition, modification or deemed applicability of any reserves, deposits or similar requirements (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Adjusted Eurodollar Rate) or (ii) other circumstances affecting the London interbank Eurodollar market; then the Borrower shall pay to such Lender promptly upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender may determine in its sole discretion) as may be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder.

Each determination and calculation made by a Lender under this Section 4.1 shall, absent manifest error, be binding and conclusive on the parties hereto.

4.2. Capital Adequacy.

If, after the date hereof, any Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to the Borrower to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s (or parent corporation’s) policies with respect to capital adequacy), then, upon notice from such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent corporation) for such reduction. Each determination by any such Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto.

4.3. Compensation.

The Borrower shall compensate each Lender, upon its written request, for all reasonable losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Lender to fund its Eurodollar Loans to the Borrower) which such Lender may sustain:

(a) if for any reason (other than a default by such Lender or the Administrative Agent) a borrowing of Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing;

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(b) if any repayment, continuation or conversion of any Eurodollar Loan by the Borrower occurs on a date which is not the last day of an Interest Period applicable thereto, including, without limitation, in connection with any demand, acceleration, mandatory prepayment or otherwise (including any demand under this Section 4); or

(c) if the Borrower fails to repay its Eurodollar Loans when required by the terms of this Credit Agreement.

Calculation of all amounts payable to a Lender under this Section 4.3 shall be made as though the Lender has actually funded its Eurodollar Loan through the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurodollar Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 4.3.

4.4. Taxes.

(a) Tax Liabilities Imposed on a Lender. Any and all payments by the Borrower hereunder or under any of the Credit Documents shall be made, in accordance with the terms hereof and thereof, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by net income and franchise taxes imposed on any Lender by the jurisdiction under the laws of which such Lender is organized or transacting business or any political subdivision thereof (all such non-excluded taxes, being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) the Borrower shall deliver to such Lender evidence of such payment to the relevant Governmental Authority.

(b) Other Taxes. In addition, the Borrower agrees to pay, upon notice from a Lender and prior to the date when penalties attach thereto, all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies of the United States or any state or political subdivision thereof or any applicable foreign jurisdiction that arise from any payment made hereunder by the Borrower or from the execution, delivery or registration of, or otherwise from the Borrower’s participation with respect to, this Credit Agreement (collectively, the “Other Taxes”).

(c) Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which

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the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify the Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by the Borrower, make a claim to such Governmental Authority for such Refund at the Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund.

If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

(d) Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, of the United States Internal Revenue Service entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes or (2) Form W-8ECI, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative Agent,

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each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a “United States person.”

4.5. Mitigation; Mandatory Assignment.

The Administrative Agent and each Lender shall use reasonable efforts to avoid or mitigate any increased cost or suspension of the availability of an interest rate under Sections 4.1 through 4.4 above to the greatest extent practicable (including transferring the Loans to another lending office or Affiliate of a Lender) unless, in the opinion of the Administrative Agent or such Lender, such efforts would be likely to have an adverse effect upon it. In the event a Lender makes a request to the Borrower for additional payments in accordance with Section 4.1, 4.2 or 4.4, then, provided that no Default or Event of Default has occurred and is continuing at such time, the Borrower may, at its own expense (such expense to include any transfer fee payable to the Administrative Agent under Section 12.3(b) and any expense pursuant to Section 4 hereof) and in its sole discretion, require such Lender to transfer and assign in whole (but not in part), without recourse (in accordance with and subject to the terms and conditions of Section 12.3(b)), all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee which shall assume such assigned obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (a) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (b) the Borrower or such Eligible Assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Loans hereunder held by such assigning Lender and all other amounts owed to such assigning Lender hereunder, including amounts owed pursuant to Sections 4.1 through 4.4 hereof.

SECTION 5. LETTERS OF CREDIT

5.1. L/C Commitment.

(a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4, agrees to issue letters of credit (each a “Letter of Credit”) for the account of the Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the Utilized Commitments would be greater than the Loan Commitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by such Issuing Lender would exceed 33 ¹/3% of the L/C Commitment. Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (z) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than five Business Days prior to the Maturity Date, the Borrower shall, not later than (i) five Business Days preceding the Maturity Date,

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deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by Moody’s and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit if the Borrower’s Rating in effect is lower than BBB- as published by S&P, or is lower than Baa3 as published by Moody’s or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the applicable Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).

(b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement of law.

(c) Schedule 5.1 contains a description of all letters of credit issued by the Issuing Lenders pursuant to the Original Credit Agreement and which are to remain outstanding on the Effective Date. Each such letter of credit, including any extension thereof, shall continue to constitute a “Letter of Credit” for all purposes of this Credit Agreement.

5.2. Procedure for Issuance of Letter of Credit.

The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering an Application therefor to such Issuing Lender, with a copy to the Administrative Agent, at their respective addresses for notices specified herein, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. The applicable Issuing Lender shall promptly furnish to the Administrative Agent notice of the issuance of such Letter of Credit (including the amount thereof), together with a copy of such Letter of Credit, whereupon the Administrative Agent shall in turn promptly furnish such notice to the Lenders and a copy of such Letter of Credit to any Lender requesting the same.

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5.3. Fees and Other Charges.

(a) The Borrower will pay a fee (“Letter of Credit Fees”) on all outstanding Letters of Credit at the per annum percentages set forth under the heading “Applicable Percentage for Letters of Credit” in the table included in the definition of “Applicable Percentage”, multiplied by the Stated Amount of each Letter of Credit, shared ratably among the Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the undrawn and unexpired amount of each Letter of Credit issued by it as agreed between the Borrower and such Issuing Lender.

(b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by it.

5.4. L/C Participations.

(a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to issue their respective Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees that, if a draft is paid under any Letter of Credit for which an Issuing Lender is not indefeasibly reimbursed in cash in full by the Borrower in accordance with the terms of this Credit Agreement (notwithstanding delivery of cash collateral pursuant to Sections 5.1(a) and 10.2(c)), such L/C Participant shall pay to the Administrative Agent for the account of the applicable Issuing Lender, upon demand, an amount equal to such L/C Participant’s Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.

(b) If any amount required to be paid by any L/C Participant to or for the account of an Issuing Lender pursuant to Section 5.4(a) in respect of any unreimbursed portion of any payment made by an Issuing Lender under any Letter of Credit is paid within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the applicable Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available by such L/C Participant within three Business Days after the date such payment is due, the applicable Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Adjusted Base Rate. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.

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(c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will cause the Administrative Agent to distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

5.5. Reimbursement Obligation of the Borrower.

The Borrower agrees to reimburse each Issuing Lender on the Business Day next succeeding the Business Day on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full (i) at the Adjusted Base Rate until the Business Day next succeeding the date of the relevant notice, and (ii) thereafter, at the rate set forth in Section 3.1(b).

5.6. Obligations Absolute.

The Borrower’s obligations under this Section 5 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 5.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower.

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5.7. Letter of Credit Payments.

If any draft shall be presented for payment under any Letter of Credit, the applicable Issuing Lender shall promptly notify the Administrative Agent and the Borrower of the date and amount thereof. The responsibility of an Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit, subject to Section 5.6.

5.8. Applications.

To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 5, the provisions of this Section 5 shall apply.

SECTION 6. CONDITIONS PRECEDENT

6.1. Closing Conditions.

The obligation of the Lenders to enter into the Credit Documents is subject to satisfaction of the following conditions (all documents, certificates and opinions described below to be in form and substance acceptable to the Lenders) on or prior to February 28, 2006:

(a) Credit Documents. Receipt by the Administrative Agent of duly executed copies of: (i) this Credit Agreement and (ii) the other Credit Documents.

(b) Corporate Documents. Receipt by the Administrative Agent of the following:

(i) Charter Documents. Copies of the articles of incorporation or other charter documents of the Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and certified by a secretary or assistant secretary of the Borrower to be true and correct as of the Closing Date.

(ii) Bylaws. A copy of the bylaws of the Borrower certified by a secretary or assistant secretary of the Borrower to be true and correct as of the Closing Date.

(iii) Resolutions. Copies of resolutions of the Board of Directors of the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the Borrower to be true and correct and in force and effect as of the Closing Date.

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(iv) Good Standing. Copies of (a) certificates of good standing, existence or its equivalent, certified as of a recent date by the appropriate Governmental Authorities of its jurisdiction of incorporation and (b) to the extent available, a certificate indicating payment of all corporate franchise taxes certified as of a recent date by the appropriate Governmental Authorities of the Borrower’s jurisdiction of incorporation.

(c) Closing Certificate. Receipt by the Administrative Agent of a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit 6.1(c), executed by any Assistant Treasurer and the Secretary or any Assistant Secretary of the Borrower, and attaching the documents referred to in subsection 6.1(b).

(d) Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented, and the Borrower shall have paid all interest, fees and expenses accrued under the Original Credit Agreement to but not including the Closing Date.

(e) Opinion of Counsel. Receipt by the Administrative Agent of an opinion or opinions, satisfactory in form and content to the Administrative Agent and the Lenders, addressed to the Administrative Agent and each of the Lenders and dated as of the Closing Date, substantially in the form of Exhibit 6.1(e), from McGuireWoods LLP, outside legal counsel to the Borrower.

(f) Financial Statements. Receipt and approval by the Administrative Agent and the Lenders of the audited consolidated financial statements of the Borrower dated as of December 31, 2003 and December 31, 2004 and the unaudited interim consolidated financial statements of the Borrower for the periods ended March 31, 2005, June 30, 2005 and September 30, 2005.

(g) Consents. Receipt by the Administrative Agent of a written representation from the Borrower that (i) all governmental, shareholder and third party consents and approvals necessary or, in the reasonable opinion of the Administrative Agent, advisable in connection with the transactions contemplated hereby have been received and are in full force and effect and (ii) no condition or requirement of law exists which could reasonably be likely to restrain, prevent or impose any material adverse condition on the transactions contemplated hereby, and receipt by the Administrative Agent of copies of any required orders of any regulatory authority approving the Borrower’s execution, delivery and performance of this Credit Agreement and the borrowings hereunder.

(h) No Default; Representations and Warranties. As of the Closing Date (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects.

(i) Material Adverse Effect. No event or condition shall have occurred since the dates of the financial statements delivered pursuant to Section 6.1(f) above that has or would be likely to have a Material Adverse Effect.

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(j) Other. Receipt by the Lenders of such other documents, instruments, agreements or information as reasonably requested by any Lender.

The Administrative Agent shall provide written notice to the Borrower and the Lenders upon the occurrence of the Effective Date (as defined in Section 12.15).

6.2. Conditions to Loans and Letters of Credit.

In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make new Loans to the Borrower (including the initial Loans to be made hereunder) or issue, renew or participate in any Letter of Credit unless:

(a) Request. The Borrower shall have timely delivered a duly executed and completed Notice of Borrowing or Application in conformance with all the terms and conditions of this Credit Agreement.

(b) Representations and Warranties. The representations and warranties made by the Borrower in or pursuant to the Credit Documents are true and correct in all material respects at and as if made as of the date of the funding of the Loans, issuance of any Letter of Credit or increase in Loan Commitment pursuant to Section 2.5(b) or extension of the Maturity Date under Section 2.7 or, if any such representation and warranty was made as of a specific date, such representation and warranty was true and correct in all material respects as of such date; provided, however, that the representation and warranty set forth in clause (ii) of the second paragraph of Section 7.6 hereof need not be true and correct as a condition to the making of any Loans or the issuance, renewal or participations in any Letter of Credit made after the Closing Date.

(c) No Default. On the date of the funding of the Loans, issuance of the Letter of Credit or increase in Loan Commitment pursuant to Section 2.5(b), no Default or Event of Default has occurred and is continuing or would be caused by making the Loans or issuance of a Letter of Credit.

(d) Availability. Immediately after giving effect to the making of a Loan (and the application of the proceeds thereof) or issuance or renewal of the Letter of Credit, the sum of Loans outstanding and the L/C Obligations shall not exceed the Loan Commitment.

The delivery of each Notice of Borrowing and Application shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), and (d) above.

SECTION 7. REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants to each Lender that:

7.1. Organization and Good Standing.

The Borrower and each Material Subsidiary of the Borrower (other than any Material Subsidiary that is not a corporation) (a) is a corporation duly incorporated, validly

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existing and in good standing under the laws of the jurisdiction of its incorporation, (b) is duly qualified and in good standing as a foreign corporation authorized to do business in every jurisdiction where the failure to so qualify would have a Material Adverse Effect and (c) has the requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted. Each Material Subsidiary of the Borrower that is not a corporation (a) is a legal entity duly organized, existing and in good standing under the laws of its jurisdiction of organization, (b) is registered or qualified as an entity authorized to do business in every jurisdiction where the failure to be so registered or qualified would have a Material Adverse Effect and (c) has the requisite power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted.

7.2. Due Authorization.

The Borrower (a) has the requisite corporate power and authority to execute, deliver and perform this Credit Agreement and the other Credit Documents and to incur the obligations herein and therein provided for and (b) is duly authorized to, and has been authorized by all necessary corporate action, to execute, deliver and perform this Credit Agreement and the other Credit Documents.

7.3. No Conflicts.

Neither the execution and delivery of the Credit Documents and the consummation of the transactions contemplated therein, nor the performance of and compliance with the terms and provisions thereof by the Borrower will (a) violate or conflict with any provision of its articles of incorporation or bylaws, (b) violate, contravene or materially conflict with any law, regulation (including, without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or materially conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the violation of which could have a Material Adverse Effect or (d) result in or require the creation of any Lien upon or with respect to its properties.

7.4. Consents.

No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required to be obtained or made by the Borrower in connection with the Borrower’s execution, delivery or performance of this Credit Agreement or any of the other Credit Documents that has not been obtained or made, other than any filings with the Securities and Exchange Commission and other Governmental Authorities that may be required to be made after the date hereof and which are properly filed in accordance with applicable laws, rules and regulations as of such later date.

7.5. Enforceable Obligations.

This Credit Agreement and the other Credit Documents have been duly executed and delivered and constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors’ rights generally or by general equitable principles.

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7.6. Financial Condition.

The financial statements provided to the Lenders pursuant to Section 6.1(f) and pursuant to Section 8.1(a) and (b) present fairly the financial condition, results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of the dates stated therein.

In addition, (i) such financial statements were prepared in accordance with GAAP and, (ii) since September 30, 2005, there have occurred no changes or circumstances which have had or would be reasonably expected to have a Material Adverse Effect.

7.7. No Default.

Neither the Borrower nor any of its Material Subsidiaries is in default in any respect under any contract, lease, loan agreement, indenture, mortgage, security agreement or other agreement or obligation to which it is a party or by which any of its properties is bound which default would have or would be reasonably expected to have a Material Adverse Effect.

7.8. Indebtedness.

As of the Closing Date, the Borrower has no Indebtedness except as disclosed in the financial statements referenced in Section 6.1(f) and on Schedule 7.8.

7.9. Litigation.

Except as disclosed in the Borrower’s Annual Report on Form 10-K for the year ended December 31, 2004 and the Borrower’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005, there are no actions, suits or legal, equitable, arbitration or administrative proceedings, pending or, to the knowledge of the Borrower, threatened against the Borrower or a Material Subsidiary of the Borrower in which there is a reasonable possibility of an adverse decision which would have or would reasonably be expected to have a Material Adverse Effect.

7.10. Taxes.

The Borrower and each Material Subsidiary of the Borrower has (i) filed, or caused to be filed, all material tax returns (federal, state, local and foreign) required to be filed by it and paid all amounts of taxes shown thereon to be due (including interest and penalties) and (ii) except to the extent such failure to pay would not reasonably be expected to have a Material Adverse Effect, paid all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except, in the case of each of clause (i) and (ii), for such taxes which are not yet delinquent or that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP.

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7.11. Compliance with Law.

Except as disclosed in the Borrower’s Annual Report on Form 10-K for the year ended December 31, 2004 and the Borrower’s Quarterly Reports for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005, the Borrower and each Material Subsidiary of the Borrower is in compliance with all laws, rules, regulations, orders and decrees applicable to it, or to its properties, unless such failure to comply would not have a Material Adverse Effect.

7.12. ERISA.

(a) No Reportable Event has occurred and is continuing with respect to any Plan; (b) no Plan has an accumulated funding deficiency determined under Section 412 of the Code; (c) no proceedings have been instituted, or, to the knowledge of the Borrower, planned to terminate any Plan; (d) neither the Borrower, nor any member of a Controlled Group including the Borrower, nor any duly-appointed administrator of a Plan has instituted or intends to institute proceedings to withdraw from any Multiemployer Pension Plan (as defined in Section 3(37) of ERISA); and (e) each Plan has been maintained and funded in all material respects in accordance with its terms and with the provisions of ERISA applicable thereto.

7.13. Government Regulation.

The Borrower is not an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, and is not controlled by such a company, nor is otherwise subject to regulation under said Act.

7.14. Solvency.

The Borrower is and, after the consummation of the transactions contemplated by this Credit Agreement and the other Credit Documents, will be Solvent.

SECTION 8. AFFIRMATIVE COVENANTS

The Borrower hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Loans made to it, together with interest, fees and all other obligations hereunder, have been paid in full and the Commitments and all Letters of Credit hereunder shall have terminated:

8.1. Information Covenants.

The Borrower will furnish, or cause to be furnished, to the Administrative Agent and each Lender:

(a) Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of the Borrower, a Form 10-K as required to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Exchange Act, which includes financial information required by such Form 10-K, such financial information to be in reasonable form and detail and audited by Deloitte &

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Touche LLP or another independent registered public accounting firm of recognized national standing reasonably acceptable to the Administrative Agent and whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP (except for changes with which such accountants concur) and shall not be limited as to the scope of the audit or qualified in any respect.

(b) Quarterly Financial Statements. As soon as available, and in any event within 60 days after the close of each of the first three fiscal quarters of the Borrower, a Form 10-Q as required to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Exchange Act, which includes the financial information required by such Form 10-Q, such financial information to be in reasonable form and detail, and accompanied by a certificate of the chief financial officer or treasurer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Borrower and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments.

(c) Officer’s Certificate. At the time of delivery of the financial statements provided for in Sections 8.1(a) and 8.1(b) above, a certificate of the chief financial officer or treasurer of the Borrower, substantially in the form of Exhibit 8.1(c), (i) demonstrating compliance with the financial covenant contained in Section 8.11 by calculation thereof as of the end of each such fiscal period and (ii) stating that no Default or Event of Default exists, or if any such Default or Event of Default does exist, specifying the nature and extent thereof and what action the Borrower proposes to take with respect thereto.

(d) Reports. Promptly upon transmission or receipt thereof, notice of any filings and registrations of the Borrower with, and reports to or from, the Securities and Exchange Commission, or any successor agency, and copies of all financial statements, proxy statements, notices and reports as Dominion Resources shall send to its shareholders.

(e) Notices. Upon the Borrower obtaining knowledge thereof, the Borrower will give written notice to the Administrative Agent immediately of (i) the occurrence of an event or condition consisting of a Default or Event of Default, specifying the nature and existence thereof and what action the Borrower proposes to take with respect thereto, and (ii) the occurrence of any of the following: (A) the pendency or commencement of any litigation, arbitral or governmental proceeding against the Borrower or a Material Subsidiary of the Borrower which, if adversely determined, is likely to have a Material Adverse Effect, (B) the institution of any proceedings against the Borrower or a Material Subsidiary of the Borrower with respect to, or the receipt of notice by such Person of potential liability or responsibility for violation, or alleged violation of any federal, state or local law, rule or regulation, the violation of which would likely have a Material Adverse Effect or (C) any notice or determination concerning the imposition of any withdrawal liability by a Multiemployer Plan against the Borrower or any of its ERISA Affiliates, the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA or the termination of any Plan.

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(f) Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Administrative Agent or the Required Lenders may reasonably request.

Financial statements and reports required to be delivered pursuant to Section 8.1(a), (b) or (d) (to the extent any such statements are included in materials otherwise filed with the Securities and Exchange Commission) may be made available by the Borrower on the Borrower’s corporate website, any Securities and Exchange Commission website or any other publicly available website as notified to the Administrative Agent and the Lenders; provided that upon the request of the Administrative Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Administrative Agent or such Lender, as the case may be. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the financial statements referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

8.2. Preservation of Existence and Franchises.

The Borrower will do (and will cause each of its Material Subsidiaries to do) all things necessary to preserve and keep in full force and effect (i) its existence and (ii) to the extent material to the conduct of the business of the Borrower or any of its Material Subsidiaries, its rights, franchises and authority; provided that nothing in this Section 8.2 shall prevent any transaction otherwise permitted under Section 9.2 or Section 9.3 or any change in the form of organization (by merger or otherwise) of any Material Subsidiary of the Borrower so long as such change shall not have an adverse effect on the Borrower’s ability to perform its obligations hereunder.

8.3. Books and Records.

The Borrower will keep (and will cause each of its Material Subsidiaries to keep) complete and accurate books and records of its transactions in accordance with good accounting practices on the basis of GAAP (including the establishment and maintenance of appropriate reserves).

8.4. Compliance with Law.

The Borrower will comply (and will cause each of its Material Subsidiaries to comply) with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction would be reasonably expected to have a Material Adverse Effect.

8.5. Payment of Taxes.

The Borrower will pay and discharge all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent if the failure to make such payment and discharge would reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower

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shall not be required to pay any such tax, assessment, charge, levy, or claim which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP.

8.6. Insurance.

The Borrower will at all times maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance and casualty insurance) in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry practice.

8.7. Performance of Obligations.

The Borrower will perform (and will cause each of its Material Subsidiaries to perform) in all material respects all of its obligations under the terms of all agreements that are material to the conduct of the business of the Borrower or any of its Material Subsidiaries and all indentures, mortgages, security agreements or other debt instruments to which it is a party or by which it is bound.

8.8. ERISA.

The Borrower and each of its ERISA Affiliates will (a) at all times make prompt payment of all contributions (i) required under all employee pension benefit plans (as defined in Section 3(2) of ERISA) (“Pension Plans”) and (ii) required to meet the minimum funding standard set forth in ERISA with respect to each of its Plans; (b) promptly upon request, furnish the Administrative Agent and the Lenders copies of each annual report/return (Form 5500 Series), as well as all schedules and attachments required to be filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA, and the regulations promulgated thereunder, in connection with each of its Pension Plans for each Plan Year (as defined in ERISA); (c) notify the Administrative Agent immediately of any fact, including, but not limited to, any Reportable Event arising in connection with any of its Plans, which might constitute grounds for termination thereof by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan, together with a statement, if requested by the Administrative Agent, as to the reason therefor and the action, if any, proposed to be taken in respect thereof; and (d) furnish to the Administrative Agent, upon its request, such additional information concerning any of its Plans as may be reasonably requested. The Borrower will not nor will it permit any of its ERISA Affiliates to (A) terminate a Plan if any such termination would have a Material Adverse Effect or (B) cause or permit to exist any Reportable Event under ERISA or other event or condition which presents a material risk of termination at the request of the PBGC if such termination would have a Material Adverse Effect.

8.9. Use of Proceeds.

The Borrower intends that the facilities afforded by this Credit Agreement will be used primarily in the form of Letters of Credit, and secondarily, in the form of Loans. The Letters of Credit issued hereunder and proceeds of the Loans made to the Borrower hereunder may be used solely (a) to provide credit support for the Borrower’s commercial paper, (b) for working capital of the Borrower and its Subsidiaries and (c) for other general corporate purposes.

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None of the proceeds of the Loans made to the Borrower hereunder will be used for the purpose of purchasing or carrying any “margin stock” which violates Regulation U or Regulation X or for the purpose of reducing or retiring in violation of Regulation U or Regulation X any Indebtedness which was originally incurred to purchase or carry “margin stock” or for any other purpose which might constitute this transaction a “purpose credit” in violation of Regulation U or Regulation X.

8.10. Audits/Inspections.

Upon reasonable notice, during normal business hours and in compliance with the reasonable security procedures of the Borrower, the Borrower will permit representatives appointed by the Administrative Agent or the Required Lenders (or upon a Default or Event of Default, any Lender), including, without limitation, independent accountants, agents, attorneys, and appraisers to visit and inspect the Borrower’s property, including its books and records, its accounts receivable and inventory, the Borrower’s facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Required Lenders (or upon a Default or Event of Default, any Lender) or the Administrative Agent or its representatives to investigate and verify the accuracy of information provided to the Lenders and to discuss all such matters with the officers, employees and representatives of the Borrower.

8.11. Total Funded Debt to Capitalization.

The ratio of (a) Total Funded Debt to (b) Capitalization for the Borrower shall at all times be less than or equal to .65 to 1.00.

SECTION 9. NEGATIVE COVENANTS

The Borrower hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Loans, together with interest, fees and all other obligations hereunder, have been paid in full and the Commitments and all Letters of Credit hereunder shall have terminated:

9.1. Nature of Business.

The Borrower will not alter the character of its business from that conducted as of the Closing Date and activities reasonably related thereto and similar and related businesses; provided that the Borrower may transfer Non-Regulated Assets to one or more Wholly-Owned Subsidiaries of DRI to the extent permitted under Section 9.3.

9.2. Consolidation and Merger.

The Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, both immediately prior thereto and after giving effect thereto, no Default or Event of Default exists:

(a) a Subsidiary of the Borrower may be merged or consolidated with or into the Borrower; provided that the Borrower shall be the continuing or surviving entity; and

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(b) the Borrower may merge or consolidate with any other Person if either (i) the Borrower shall be the continuing or surviving entity or (ii) the Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans and all of the other obligations of the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request.

9.3. Sale or Lease of Assets.

The Borrower will not convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its business or assets whether now owned or hereafter acquired, it being understood and agreed that the Borrower (or any Material Subsidiary of the Borrower) may transfer Non-Regulated Assets to one or more Wholly-Owned Subsidiaries of Dominion Resources, provided that (i) each such Wholly-Owned Subsidiary remains at all times a Wholly-Owned Subsidiary of Dominion Resources and (ii) the Ratings of Dominion Resources and the Borrower will not be lowered to less than BBB by S&P, Baa2 by Moody’s or BBB by Fitch in connection with or as a result of such transfer.

9.4. Limitation on Liens.

If the Borrower shall pledge, mortgage or hypothecate, or permit any Lien upon, any property or assets at any time owned by the Borrower and by reason thereof the Borrower would under the Indenture be obligated to cause the securities outstanding under the Indenture as from time to time in effect to be secured by such pledge, mortgage, hypothecation or other Lien, the Borrower shall concurrently make effective provision whereby the Loans and Reimbursement Obligations outstanding hereunder will be equally and ratably secured with any and all other indebtedness thereby secured.

9.5. Fiscal Year.

The Borrower will not change its fiscal year without prior notification to the Lenders.

SECTION 10. EVENTS OF DEFAULT

10.1. Events of Default.

An Event of Default shall exist upon the occurrence and continuation of any of the following specified events (each an “Event of Default”):

(a) Payment. The Borrower shall:

(i) default in the payment when due of any principal of any of the Loans or Reimbursement Obligations, or shall fail to deliver to the Administrative Agent, when due, any cash collateral required to be provided in accordance with Sections 3.2(b) or 5.1(a); or

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(ii) default, and such default shall continue for five or more Business Days, in the payment when due of any interest on the Loans, Reimbursement Obligations or of any fees or other amounts owing hereunder, under any of the other Credit Documents or in connection herewith.

(b) Representations. Any representation, warranty or statement made or deemed to be made by the Borrower herein, in any of the other Credit Documents, or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto shall prove untrue in any material respect on the date as of which it was deemed to have been made.

(c) Covenants. The Borrower shall:

(i) default in the due performance or observance of any term, covenant or agreement contained in Sections 8.2, 8.9, 8.11 or 9.1 through 9.5, inclusive; or

(ii) default in the due performance or observance by it of any term, covenant or agreement contained in Section 8.1(a), (b), (c) or (e) and such default shall continue unremedied for a period of five Business Days after the earlier of a Responsible Officer becoming aware of such default or notice thereof given by the Administrative Agent; or

(iii) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in subsections (a), (b), (c)(i), or (c)(ii) of this Section 10.1) contained in this Credit Agreement or any other Credit Document and such default shall continue unremedied for a period of at least 30 days after the earlier of a Responsible Officer becoming aware of such default or notice thereof given by the Administrative Agent.

(d) Credit Documents. Any Credit Document shall fail to be in full force and effect or shall fail to give the Administrative Agent and/or the Lenders the security interests, liens, rights, powers and privileges purported to be created thereby.

(e) Bankruptcy, etc. The occurrence of any of the following: (i) a court or governmental agency having jurisdiction in the premises shall enter a decree or order for relief in respect of the Borrower or a Material Subsidiary of the Borrower in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Borrower or a Material Subsidiary of the Borrower or for any substantial part of its property or ordering the winding up or liquidation of its affairs; or (ii) an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect is commenced against the

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Borrower or a Material Subsidiary of the Borrower and such petition remains unstayed and in effect for a period of 60 consecutive days; or (iii) the Borrower or a Material Subsidiary of the Borrower shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or any substantial part of its property or make any general assignment for the benefit of creditors; or (iv) the Borrower or a Material Subsidiary of the Borrower shall admit in writing its inability to pay its debts generally as they become due or any action shall be taken by such Person in furtherance of any of the aforesaid purposes.

(f) Defaults under Other Agreements. With respect to any Indebtedness (other than Indebtedness outstanding under this Credit Agreement) of the Borrower or a Material Subsidiary of the Borrower in a principal amount in excess of $35,000,000, (i) the Borrower or a Material Subsidiary of the Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

(g) Judgments. One or more judgments, orders, or decrees shall be entered against the Borrower or a Material Subsidiary of the Borrower involving a liability of $35,000,000 or more, in the aggregate, (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage) and such judgments, orders or decrees shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (i) the last day on which such judgment, order or decree becomes final and unappealable and, where applicable, with the status of a judicial lien and (ii) 30 days.

(h) ERISA. (i) The Borrower, a Material Subsidiary of the Borrower or any member of the Controlled Group including the Borrower shall fail to pay when due an amount or amounts aggregating in excess of $35,000,000 which it shall have become liable to pay under Title IV of ERISA; or (ii) notice of intent to terminate a Plan or Plans of the Borrower which in the aggregate have unfunded liabilities in excess of $35,000,000 (individually and collectively, a “Material Plan”) shall be filed under Title IV of ERISA by the Borrower or any member of the Controlled Group including the Borrower, any plan administrator or any combination of the foregoing; or (iii) the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan of the Borrower; or (iv) a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan of the Borrower must be terminated; or (v) there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of

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ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the Controlled Group including the Borrower to incur a current payment obligation in excess of $35,000,000.

(i) Change of Control. The occurrence of any Change of Control.

10.2. Acceleration; Remedies.

(a) Upon the occurrence of an Event of Default, and at any time thereafter unless and until such Event of Default has been waived by the Required Lenders or cured to the satisfaction of the Required Lenders, the Administrative Agent may with the consent of the Required Lenders, and shall, upon the request and direction of the Required Lenders, by written notice to the Borrower take any of the following actions without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrower, except as otherwise specifically provided for herein:

(i) Termination of Commitments. Declare the Commitments terminated whereupon the Commitments shall be immediately terminated.

(ii) Acceleration of Loans. Declare the unpaid principal of and any accrued interest on the Loans, and any and all other indebtedness or obligations of any and every kind (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by the Borrower to any of the Lenders or the Administrative Agent hereunder to be due whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

(iii) Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents, including, without limitation, all rights of set-off, as against the Borrower.

(b) Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e) shall occur, then the Commitments shall automatically terminate and all Loans, all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by the Borrower to the Lenders and the Administrative Agent hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders.

(c) With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, the Borrower shall at such time deposit in a cash collateral account established with the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn

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upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Credit Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Credit Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).

10.3. Allocation of Payments After Event of Default.

Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below;

SECOND, to payment of any fees owed to the Administrative Agent or any Lender, pro rata as set forth below;

THIRD, to the payment of all accrued interest payable to the Lenders, pro rata as set forth below;

FOURTH, to the payment of the outstanding principal amount of the Loans, pro rata as set forth below;

FIFTH, to all other obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and

SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

SECTION 11. AGENCY PROVISIONS

11.1. Appointment.

Each Lender hereby designates and appoints Barclays as administrative agent of such Lender to act as specified herein and the other Credit Documents, and each such Lender hereby authorizes the Administrative Agent, as the agent for such Lender, to take such action on

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its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated by the terms hereof and of the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere herein and in the other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower.

11.2. Delegation of Duties.

The Administrative Agent may execute any of its duties hereunder or under the other Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

11.3. Exculpatory Provisions.

Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), or responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the other Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or

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signature pages of this Credit Agreement as “Syndication Agent” or “Co-Documentation Agents” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

11.4. Reliance on Communications.

The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower, independent accountants and other experts selected by the Administrative Agent with reasonable care). The Administrative Agent may deem and treat the Lenders as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with Section 12.3(b). The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Credit Documents unless it shall first receive such advice or concurrence of the Required Lenders (or to the extent specifically provided in Section 12.6, all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section 12.6, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).

11.5. Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the Borrower referring to the Credit Document, describing such Default or Event of Default and stating that such notice is a “notice of default.” In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be directed by the Required Lenders (or, to the extent specifically provided in Section 12.6, all the Lenders).

11.6. Non-Reliance on Administrative Agent and Other Lenders.

Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance

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upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower. Except for (i) delivery of the Credit Documents and (ii) notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

11.7. Indemnification.

Each Lender agrees to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to its Loan Commitment (as in effect at the time indemnification is sought hereunder), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent in its capacity as such in any way relating to or arising out of this Credit Agreement or the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder and under the other Credit Documents.

11.8. Administrative Agent in Its Individual Capacity.

The Administrative Agent and its Affiliates may make loans to, issue to or participate in Letters of Credit by, accept deposits from and generally engage in any kind of business with the Borrower as though the Administrative Agent were not Administrative Agent hereunder. With respect to the Loans made by it, the Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though they were not Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

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11.9. Successor Administrative Agent.

The Administrative Agent may, at any time, resign upon 30 days written notice to the Lenders. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent until such time, if any, as a successor Administrative Agent shall have been so appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

SECTION 12. MISCELLANEOUS

12.1. Notices.

Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (a) when delivered, (b) when transmitted via telecopy (or other facsimile device), (c) the Business Day following the day on which the same has been delivered prepaid (or pursuant to an invoice arrangement) to a reputable national overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address or telecopy numbers set forth on Schedule 12.1, or at such other address as such party may specify by written notice to the other parties hereto.

Notices and other communications to any Lender hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

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12.2. Right of Set-Off; Adjustments.

In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by the Borrower and the commencement of remedies described in Section 10.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of the Borrower to the Lenders hereunder, under the Loan Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 12.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by the Borrower under this Credit Agreement, receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by the Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

12.3. Benefit of Agreement.

(a) Generally. This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that the Borrower may not assign and transfer any of its interests hereunder (except as permitted by Section 9.2) without prior written consent of the Lenders; and provided further that the rights of each Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in this Section 12.3.

(b) Assignments. Each Lender may assign all or a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its Loans, its Loan Notes, and its Commitment); provided, however, that:

(i) each such assignment shall be to an Eligible Assignee;

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(ii) each of (A) the Administrative Agent and (B) the Issuing Lenders, shall have provided their written consent (not to be unreasonably withheld);

(iii) subject to the definition of “Eligible Assignee”, the Borrower shall have provided its written consent (not to be unreasonably withheld) which consent shall not be required during the existence of a Default or Event of Default;

(iv) any such partial assignment shall be in an amount at least equal to $10,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof;

(v) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Loan Notes; and

(vi) the parties to such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment Agreement in substantially the form of Exhibit 12.3, together with a processing fee from the assignor of $4,000.

Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Loan Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4.

By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the

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other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

(c) Register. The Administrative Agent shall maintain a copy of each Assignment Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time by the Borrower (collectively, the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Credit Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Acceptance. Upon its receipt of an assignment agreement executed by the parties thereto, together with any Loan Note subject to such assignment and payment of the processing fee, the Administrative Agent shall, if such Assignment Agreement has been completed and is in substantially the form of Exhibit 12.3, (i) accept such assignment agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the parties thereto.

(e) Participations. Each Lender may sell, transfer, grant or assign participations in all or any part of such Lender’s interests and obligations hereunder; provided that (i) such selling Lender shall remain a “Lender” for all purposes under this Credit Agreement (such selling Lender’s obligations under the Credit Documents remaining unchanged) and the participant shall not constitute a Lender hereunder, (ii) no such participant shall have, or be granted, rights to approve any amendment or waiver relating to this Credit Agreement or the other Credit Documents except to the extent any such amendment or waiver would (A) reduce the principal of or rate of interest on or fees in respect of any Loans in which the participant is participating, or (B) postpone the date fixed for any payment of principal (including extension of

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the Maturity Date or the date of any mandatory prepayment), interest or fees in respect of any Loans in which the participant is participating, (iii) sub-participations by the participant (except to an Affiliate, parent company or Affiliate of a parent company of the participant) shall be permitted with the consent of the Borrower (which, in each case, shall not be unreasonably withheld or delayed and shall not be required during the existence of a Default or Event of Default), and (iv) any such participations shall be in a minimum aggregate amount of $10,000,000 of the Loan Commitment and in integral multiples of $2,500,000 in excess thereof. In the case of any such participation, the participant shall not have any rights under this Credit Agreement or the other Credit Documents (the participant’s rights against the selling Lender in respect of such participation to be those set forth in the participation agreement with such Lender creating such participation) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; provided, however, that such participant shall be entitled to receive additional amounts under Section 4 to the same extent that the Lender from which such participant acquired its participation would be entitled to the benefit of such cost protection provisions.

(f) Payments. No Eligible Assignee, participant or other transferee of any Lender’s rights shall be entitled to receive any greater payment under Section 4 than such Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower’s written consent.

(g) Nonrestricted Assignments. Notwithstanding any other provision set forth in this Credit Agreement, any Lender may at any time assign and pledge all or any portion of its Loans and its Loan Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A and any operating circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.

(h) Information. Any Lender may furnish any information concerning the Borrower or any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants) who is notified of the confidential nature of the information and agrees to use its reasonable best efforts to keep confidential all non-public information from time to time supplied to it.

12.4. No Waiver; Remedies Cumulative.

No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Borrower and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand.

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12.5. Payment of Expenses, etc.

The Borrower agrees to: (a) pay all reasonable out-of-pocket costs and expenses of (i) the Administrative Agent and the Lead Arrangers in connection with the negotiation, preparation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of outside legal counsel to the Administrative Agent) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (ii) of the Administrative Agent, the Lead Arrangers and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Administrative Agent and each of the Lenders) against the Borrower; and (b) indemnify the Administrative Agent, the Lead Arrangers and each Lender and its Affiliates, their respective officers, directors, employees, representatives, and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Lead Arrangers or any Lender and its Affiliates is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document by the Borrower, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified).

12.6. Amendments, Waivers and Consents.

Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby:

(a) extend the Maturity Date;

(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) with respect to any Loan, any Reimbursement Obligation or fees hereunder;

(c) reduce or forgive the principal amount of any Loan or any Reimbursement Obligation;

(d) extend the Commitment of a Lender beyond the Maturity Date or increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);

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(e) release the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations;

(f) amend, modify or waive any provision of this Section or Section 3.3, 3.6, 3.8, 10.1(a), 11.7, 12.2, 12.3 or 12.5;

(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or

(h) release all or substantially all of any cash collateral while any Letters of Credit or Reimbursement Obligations remain outstanding.

Notwithstanding the above, no provisions of (a) Section 11 may be amended or modified without the consent of the Administrative Agent and (b) Section 5 may be amended or modified without the consent of each Issuing Lender.

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein.

12.7. Counterparts; Telecopy.

This Credit Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Credit Agreement to produce or account for more than one such counterpart. Delivery of executed counterparts by facsimile shall be effective as an original and shall constitute a representation that an original will be delivered.

12.8. Headings.

The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement.

12.9. Defaulting Lender.

Each Lender understands and agrees that if such Lender is a Defaulting Lender then it shall not be entitled to vote on any matter requiring the consent of the Required Lenders or to object to any matter requiring the consent of all the Lenders; provided, however, that all other benefits and obligations under the Credit Documents shall apply to such Defaulting Lender.

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12.10. Survival of Indemnification and Representations and Warranties.

All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

12.11. GOVERNING LAW.

THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Borrower irrevocably consents to the service of process out of any competent court in any action or proceeding brought in connection with this Credit Agreement by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 12.1, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by law.

12.12. WAIVER OF JURY TRIAL.

EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.13. Severability.

If any provision of any of the Credit Documents is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

12.14. Entirety.

This Credit Agreement together with the other Credit Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the transactions contemplated herein and therein.

12.15. Binding Effect.

This Credit Agreement shall become effective at such time (the “Effective Date”) when all of the conditions set forth in Section 6.1 have been satisfied or waived by the Lenders and this Credit Agreement shall have been executed by the Borrower and the Administrative Agent, and the Administrative Agent shall have received copies (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and permitted assigns.

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12.16. Submission to Jurisdiction.

The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Credit Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Credit Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Credit Agreement against the Borrower or its properties in the courts of any jurisdiction. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Credit Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Borrower also hereby irrevocably and unconditionally waives any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

12.17. Confidentiality.

Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by the Borrower pursuant to this Credit Agreement that is designated by the Borrower as confidential; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any of its Affiliates, (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Assignee or participant, (c) to its employees, directors, agents, attorneys and accountants or those of any of its affiliates, (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any requirement of law, (f) if required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Credit Document.

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12.18. Designation of SPVs.

Notwithstanding anything to the contrary contained herein, any Lender, (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by such Granting Lender to the Administrative Agent and the Borrower, the option to fund all or any part of any Loan that such Granting Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to fund any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPV shall have any voting rights pursuant to Section 12.6 and (iv) with respect to notices, payments and other matters hereunder, the Borrower, the Administrative Agent and the Lenders shall not be obligated to deal with an SPV, but may limit their communications and other dealings relevant to such SPV to the applicable Granting Lender. The funding of a Loan by an SPV hereunder shall utilize the Loan Commitment of the Granting Lender to the same extent that, and as if, such Loan were funded by such Granting Lender.

As to any Loans or portion thereof made by it, each SPV shall have all the rights that its applicable Granting Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however, that each SPV shall have granted to its Granting Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV’s behalf, all of such SPV’s voting rights under this Credit Agreement. No additional Loan Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Granting Lender shall be deemed to hold its Loan Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Granting Lender as agent for such SPV.

Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.

In addition, notwithstanding anything to the contrary contained in this Credit Agreement, any SPV may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 12.18 may not be amended without the written consent of any Granting Lender affected thereby.

61

12.19. USA PATRIOT Act.

Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”)), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

12.20. Restatement.

On and following the Effective Date, this Credit Agreement shall be deemed to amend, restate and consolidate the Original Credit Agreement without impairment of any of the obligations thereunder. On and following the Effective Date, all of the Lenders listed on the signature pages hereto shall have the rights and obligations of Lenders hereunder. Prior to the Effective Date and notwithstanding the execution and delivery of this Credit Agreement, the rights and obligations of the parties thereto under the Original Credit Agreement shall be as set forth in the Original Credit Agreement.

[Remainder of Page Intentionally Blank]

62

Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written.

CONSOLIDATED NATURAL GAS COMPANY, as the Borrower

By:

Name:

James P. Carney

Title:

Assistant Treasurer

Amended and Restated 5 Year Credit Agreement

BARCLAYS BANK PLC

(Main Office: New York, New York),

as Administrative Agent, a Syndication Agent, an

Issuing Lender and a Lender

By:

Name:

Gary B. Wenslow

Title:

Associate Director

Amended and Restated 5 Year Credit Agreement

KEYBANK NATIONAL ASSOCIATION, as a Syndication Agent, an Issuing Lender and as a Lender

By:

Name:

Sherrie I. Manson

Title:

Senior Vice President

Amended and Restated 5 Year Credit Agreement

ABN AMRO BANK N.V., as Co-Documentation Agent and as a Lender

By:

Name:

John D.Reed

Title:

Director

By:

Name:

Todd D. Vaubel

Title:

Assistant Vice President

Amended and Restated 5 Year Credit Agreement

SUNTRUST BANK, as a Lender

By:

Name:

Mark A. Flatin

Title:

Managing Director

Amended and Restated 5 Year Credit Agreement

THE BANK OF NOVA SCOTIA, as Co-Documentation Agent and as a Lender

By:

Name:

Thane Rattew

Title:

Managing Director

Amended and Restated 5 Year Credit Agreement

S-9

BNP PARIBAS, as a Under

By:

Name

:

Title:

By:

Name: Name:

Title:

Amended and Restated 5 Year Credit Agreement

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (successor by merger to UFJ Bank Limited), as a Lender

By:

Name:

Linda Tam

Title:

Authorized Signatory

Amended and Restated 5 Year Credit Agreement

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (formerly known as The Bank of Tokyo-Mitsubishi, Ltd., New York Branch), as a Lender

By:

Name:

Linda Tam

Title:

Authorized Signatory

Amended and Restated 5 Year Credit Agreement

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender

By:

Name:

Brian M. Smith

Title:

Managing Director

By:

Name:

Thomas R. Brady

Title:

Director

Amended and Restated 5 Year Credit Agreement

BAYERISCHE LANDESBANK CAYMAN ISLANDS BRANCH, as a Lender

By:

Name:

John Gregory

Title:

Vice President

By:

Name:

Gerard Machado

Title:

Vice President

Amended and Restated 5 Year Credit Agreement

BAYERISCHE HYPO- UND VEREINSBANK AQ NEW YORK BRANCH, as a Lender

By:

Name:

William W. Hunter

Director

By:

Name:

Shannon Batchman

Title:

Director

Amended and Restated 5 Year Credit Agreement

MIZUHO CORPORATE BANK (USA), as a Lender

By:

Name:

Raymond Ventura

Title:

Senior Vice President

Amended and Restated 5 Year Credit Agreement

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By:

Name:

Thomas A. Majeski

Title:

Vice President

Amended and Restated 5 Year Credit Agreement

SUMITOMO MITSUI BANKING

By:

Name:

Masakazu Hasegawa Joint General Manager

Title:

Amended and Restated 5 Year Credit Agreement

WACHOVIA BANK, NA as a Lender

By:

Name: Lawrence P. Sullivan Title Director

Amended and Restated 5 Year Credit Agreement

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

By:

Name: Marcus Tarkington Title: Director

By:

Name: Rainer Meier Title: Vice President

Amended and Restated 5 Year Credit Agreement

BRANCH BANKING & TRUST COMPANY OF VIRGINIA, as a Lender

By:

Name: Susan M. Raher Title: Senior Vice President

FORTIS CAPITAL CORP., as a Lender

By:

Name: Paul Naumann Title: Managing Director

By:

Name:Floris Lyppens Title: Vice President

Amended and Restated 5 Year Credit Agreement

THE ROYAL BANK OF SCOTLAND plc, as a Lender

By:

Name; Emily Freedman Title: Vice President

Amended and Restated 5 Year Credit Agreement

CITIBANK N.A., as a Lender

By:

Name: Stuart Murray STUART J, MURRAY Title: Director Director 388 Greenwich Street/21stFL/NYC (212)816-8597

Amended and Restated 5 Year Credit Agreement

JPMORGAN CHASE BANK, N.A, as a Lender

By:

Name: Michael J. DeForge Title: Vice President

Amended and Restated 5 Year Credit Agreement

KBC BANK N.V., as a Lender

By:

By:

Name: JEAN-PIERRE DIELS Title: First Vice president

Name: ERIC RASKIN

Title: VICE PRESIDENT

Amended and Restated 5 Year Credit Agreement

MELLON BANK, N.A., as a Lender

By:

Name: Mark W, Rogers Title: Vice President

Amended and Restated 5 Year Credit Agreement

BANK HAPOALIM B.M., as a Lender

By:

Name: MarcBofc Title: Vice President

i

By:

Name: Lenroy Hackett Title: First Vice President

Amended and Restated 5

Year Credit Agreement

THE NORINCHUKTN BANK, NEW YORK BRANCH, as a Lender

By:

Name: Toshifumi Tsukitani Title: GeneralManager

Amended and Restated 5 Year Credit Agreement

BANK LEUMI USA, as a Lender

By:

Name: Joung Hee Hong Title: Vice President

Amended and Restated 5 Year Credit Agreement

THE BANK OF NEW YORK, as a Lender

By:

Name:JohnWatt Title: Vice President

Amended and Restated 5 Year Credit Agreement

MALAYAN BANKING BERHAD

By:

Name: Fauzi Zulkifli Title: General Manager

Amended and Restated 5 Year Credit Agreement

THE NORTHERN TRUST COMPANY, as a Lender

By:

Name: Karen Dahl Title: Vice President

Amended and Restated 5 Year Credit Agreement

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:

Name: Eric Cosgrove Title: Assistant Vice President

Amended and Restated 5 Year Credit Agreement

FIRST COMMERCIAL BANK, LOS ANGELES BRANCH, as a Lender

By:

Name: Chih-Tiao Shih Title: Senior Assistant Vice President & Deputy General Manager

Amended and Restated J Year Credit Agreement

SAN PAOLO IMI S.P.A. as a Lender

By:

By:

Name: Renato Carducci Title: General Manager

Name: Glen Binder Title: Vice President

Amended and Restated 5 Year Credit Agreement

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as

a Departing Lender

By:

Name: Title:

By:

Andrew Campbell Senior Vice President

Name: Title:

Andrew Kjoller Vice President

The undersigned Departing Lender hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Original Credit Agreement.

WESTLB AG, NEW YORK BRANCH, as

a Departing Lender

By:

Name: Title:

By

Felicia La Forgia Director

Name; Title:

Anthony Alessandro Associate Director

The undersigned Departing Lender hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Original Credit Agreement,

THE INTERNATIONAL COMMERCIAL BANK OF CHINA, as a

Departing Lender

By:

Name: Title:

NAE-YEE LUNG EVP & GENERAL MANAGER

The undersigned Departing Lender hereby acknowledges and agrees that, from and after the Effective Date, it is no longer a party to the Original Credit Agreement.

ABU DHABI INTERNATIONAL BANK, INC., as a Departing Lender

By:

Name: Title:

David d.Young Nagy S.Kolto

Vice President Exececutive Vice President

SCHEDULE 1.1

COMMITMENT PERCENTAGES

LENDER	COMMITMENT	PERCENTAGE
BARCLAYS BANK PLC	[CONFIDENTIAL]*	[CONFIDENTIAL]*
KEYBANK NATIONAL ASSOCIATION	[CONFIDENTIAL]*	[CONFIDENTIAL]*
ABN AMRO BANK N.V.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
THE BANK OF NOVA SCOTIA	[CONFIDENTIAL]*	[CONFIDENTIAL]*
SUNTRUST BANK	[CONFIDENTIAL]*	[CONFIDENTIAL]*
BNP PARIBAS	[CONFIDENTIAL]*	[CONFIDENTIAL]*
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH	[CONFIDENTIAL]*	[CONFIDENTIAL]*
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES	[CONFIDENTIAL]*	[CONFIDENTIAL]*
BAYERISCHE LANDESBANK CAYMAN ISLAND BRANCH	[CONFIDENTIAL]*	[CONFIDENTIAL]*
MIZUHO CORPORATE BANK, LTD.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
PNC BANK, NATIONAL ASSOCIATION	[CONFIDENTIAL]*	[CONFIDENTIAL]*
SUMITOMO MITSUI BANKING CORPORATION	[CONFIDENTIAL]*	[CONFIDENTIAL]*
WACHOVIA BANK, NATIONAL ASSOCIATION	[CONFIDENTIAL]*	[CONFIDENTIAL]*
BRANCH BANKING & TRUST COMPANY OF VIRGINIA	[CONFIDENTIAL]*	[CONFIDENTIAL]*
DEUTSCHE BANK AG NEW YORK BRANCH	[CONFIDENTIAL]*	[CONFIDENTIAL]*
FORTIS CAPITAL CORP.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
THE ROYAL BANK OF SCOTLAND plc	[CONFIDENTIAL]*	[CONFIDENTIAL]*
CITIBANK, N.A.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION	[CONFIDENTIAL]*	[CONFIDENTIAL]*
KBC BANK N.V.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
MELLON BANK, N.A.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
BANK HAPOALIM B.M.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
THE NORINCHUKIN BANK, NEW YORK BRANCH	[CONFIDENTIAL]*	[CONFIDENTIAL]*
BANK LEUMI USA	[CONFIDENTIAL]*	[CONFIDENTIAL]*
THE BANK OF NEW YORK	[CONFIDENTIAL]*	[CONFIDENTIAL]*
MALAYAN BANKING BERHAD	[CONFIDENTIAL]*	[CONFIDENTIAL]*
THE NORTHERN TRUST COMPANY	[CONFIDENTIAL]*	[CONFIDENTIAL]*
U.S. BANK NATIONAL ASSOCIATION	[CONFIDENTIAL]*	[CONFIDENTIAL]*
FIRST COMMERCIAL BANK, LOS ANGELES BRANCH	[CONFIDENTIAL]*	[CONFIDENTIAL]*
SAN PAOLO IMI S.P.A.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
TOTAL	$1,700,000,000	100.000%

* Confidential treatment has been requested for the redacted portions of this agreement pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential, redacted portions have been filed separately with the United States Securities and Exchange Commission.

SCHEDULE 5.1

EXISTING LETTERS OF CREDIT

L/C No.	Issuing Bank	Current Amount		Beneficiary
SB00201	Barclays	$	1,000,000	Morgan Stanley
F841780	SunTrust	$	1,000,000	Morgan Stanley
S309402	KeyBank	$	232,000,000	Deutsche Bank
S309551	KeyBank	$	1,000,000	Morgan Stanley
S310201	KeyBank	$	9,000,000	Bank of America
S310649	KeyBank	$	43,000,000	Barclays Bank PLC
F847141	SunTrust	$	1,000,000	Barclays Bank PLC
SB00407	Barclays	$	7,000,000	Sempra
SB00434	Barclays	$	250,000,000	ABN Amro
F847670	SunTrust	$	161,000,000	ABN Amro
F847193	SunTrust	$	24,000,000	ABN Amro
F847194	SunTrust	$	1,000,000	ABN Amro
F847712	SunTrust	$	100,000,000	Citibank
		$	831,000,000

SCHEDULE 7.8

INDEBTEDNESS

Approximately $209 million in commercial paper issued by Consolidated Natural Gas Company and outstanding as of February 28, 2006.

Approximately $2,408 million in affiliated current borrowings (money pool borrowings) by Consolidated Natural Gas Company and/or its consolidated subsidiaries and outstanding as of February 28, 2006.

Approximately $3,648 million in long-term debt (including securities due within one year) issued by Consolidated Natural Gas Company and/or its consolidated subsidiaries and outstanding as of February 28, 2006.

SCHEDULE 12.1

LIST OF NOTICES

CONSOLIDATED NATURAL GAS COMPANY	Fax: (804) 819-2211
James Carney
Assistant Treasurer
Consolidated Natural Gas Company
120 Tredegar Street
Richmond, Virginia 23219
BARCLAYS BANK PLC	Fax: (212) 412-7551
David E. Barton
Barclays Capital
200 Park Avenue
New York, New York 10166
KEYBANK NATIONAL ASSOCIATION	Fax: (216) 689-4981
Sherrie Manson
KeyBank National Association
127 Public Square
Mail Code: OH-01-27-0623
Cleveland, Ohio 44114
ABN AMRO BANK N.V.	Fax: (832) 681-7141
Stephanie Casas
ABN AMRO Bank N.V.
4400 Post Oak Parkway, Suite 1500
Houston, Texas 77027-3414
THE BANK OF NOVA SCOTIA	Fax: (212) 225-5480
Thane Rattew
Scotia Capital
One Liberty Plaza, 26th Floor
New York, New York 10006
SUNTRUST BANK	Fax: (804) 782-5818
Mark Flatin
SunTrust
Corporate & Investment Banking
919 East Main Street, 22nd Floor
Richmond, Virginia 23219

BNP PARIBAS	Fax: (212) 841-2052
Jason Birn
BNP Paribas
Energy Commodities Export Project
787 Seventh Avenue, 31st Floor
New York, New York 10019
THE BANK OF TOKYO-MITSUBISHI UJF, LTD., NEW YORK BRANCH	Fax: (212) 782-6440
Linda Tam
Vice President
The Bank of Tokyo-Mitsubishi UJF Trust Company
1251 Avenue of the Americas, 12th Floor
New York, New York 10020-1104
THE BANK OF TOKYO-MITSUBISHI UJF, LTD., NEW YORK BRANCH	Fax: (212) 782-6440
Linda Tam
Vice President
The Bank of Tokyo-Mitsubishi UJF Trust Company
1251 Avenue of the Americas, 12th Floor
New York, New York 10020-1104
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES	Fax: (212) 895-1560
Thomas R. Brady
1301 Avenues of the Americas
New York, New York 10019
BAYERISCHE LANDESBANK CAYMAN ISLANDS BRANCH	Fax: (212) 230-9166
John Gregory
Vice President
Bayerische Landesbank
560 Lexington Avenue
New York, New York 10022
BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH	Fax: (212) 672-5530
William Hunter
150 East 42nd Street
New York, New York 10017

MIZUHO CORPORATE BANK, LTD.	Fax: (212) 282-4488
Raymond Ventura
Mizuho Corporate Bank, Ltd.
1251 Avenue of the Americas
New York, New York 10020
PNC BANK, NATIONAL ASSOCIATION	Fax: (412) 768-9259
Thomas Majeski
PNC Bank National Association
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222
SUMITOMO MITSUI BANKING CORPORATION	Fax: (212) 224-5222
Joana Bekerman
SMBC
277 Park Avenue, 6th Floor
New York, New York 10172
WACHOVIA BANK, NATIONAL ASSOCIATION	Fax: (704) 374-6647
Lawrence P. Sullivan
301 South College Street
TW-15, NC-5562
Charlotte, North Carolina 28288-5562
BRANCH BANKING & TRUST COMPANY OF VIRGINIA	Fax: (804) 787- 1240
Susan M. Raher
BB&T of Virginia
823 East Main Street, 9th Floor
Richmond, Virginia 23219
DEUTSCHE BANK AG NEW YORK BRANCH	Fax: (832) 239-4693
Russell Johnson
Director
Deutsche Bank AG
700 Louisiana Street, Floor 15
Houston, Texas 77002
FORTIS CAPITAL CORP.	Fax: (212) 340-5390
Floris Lyppens
Fortis Capital Corp.
520 Madison Avenue
New York, New York 10022

THE ROYAL BANK OF SCOTLAND plc	Fax: (212) 401-3456
Emily Freedman
The Royal Bank of Scotland plc
101 Park Avenue
New York, New York 10178
CITIBANK, N.A.	Fax: (212) 816-8098
Amit Vasani
Citigroup
388 Greenwich St., 21st Floor
New York, New York 10013
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION	Fax: (212) 270-3897
Peter Ling
JPMorgan Chase Bank, National Association
Global Power & Utilities
270 Park Ave, 4th Floor
New York, New York 10017-2070
KBC BANK N.V.	Fax: (404) 584-5465
Jackie Brunetto
Vice President
KBC Bank N.V.
245 Peachtree Center Avenue, Suite 2550
Atlanta, Georgia 30303
MELLON BANK, N.A.	Fax: (412) 236-1840
Mark W. Rogers
Mellon Bank, N.A.
One Mellon Center
Room 151-4530
Pittsburgh, Pennsylvania 15258-0001
BANK HAPOALIM B.M.	Fax: (212) 782-2382
Marc Bosc
Vice President
Bank Hapoalim USA
1177 Avenue of Americas
New York, New York 10036
THE NORINCHUKIN BANK, NEW YORK BRANCH	Fax: (212) 697-5754
Kenji Kawashima
The Norinchukin Bank, New York Branch
245 Park Ave, 29th Floor
New York, New York 10167-0104

BANK LEUMI USA	Fax: (212) 407-4317
Jong Hee Hong
Bank Leumi USA
562 Fifth Avenue
New York, New York 10036
THE BANK OF NEW YORK	Fax: (212) 635-7923
John Watt
Vice President
The Bank of New York
One Wall Street, 19th Floor
New York, New York 10286
MALAYAN BANKING BERHAD	Fax: (212) 308-0109
Lawrence Kim
400 Park Avenue, 9th Floor
New York, New York 10022
THE NORTHERN TRUST COMPANY	Fax: (312) 444-4906
Cliff Hoppe
The Northern Trust Company
50 South LaSalle Street
Floor L-8
Chicago, Illinois 60675
U.S. BANK NATIONAL ASSOCIATION	Fax: (513) 632-2068
Eric Cosgrove
U.S. Bank, National Association
US Bank Tower
425 Walnut Street, 8th Floor
ML CN-OH W8
Cincinnati, OH 45202
FIRST COMMERCIAL BANK, LOS ANGELES BRANCH	Fax: (213) 362-0219
Josephine Chong
First Commercial Bank, LA Branch
515 South Flower Street Suite 1050
Los Angeles, California 90071
SAN PAOLO IMI S.P.A.	Fax: (212) 692-3178
Glen Binder
SanPaolo IMI S.p.A. – New York Branch
245 Park Avenue
New York, New York 10167

Exhibit 2.2(a)

FORM OF NOTICE OF BORROWING

Pursuant to subsection 6.2(a) of the Amended and Restated Five-Year Credit Agreement, dated as of February 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Consolidated Natural Gas Company, a Delaware corporation (the “Borrower”), the Lenders and Issuing Lenders from time to time parties thereto and Barclays Bank PLC, as Administrative Agent thereunder, the Borrower hereby delivers this Notice of Borrowing.

The Borrower hereby requests that a [Eurodollar / Base Rate] Loan be made in the aggregate principal amount of              on              , 20      [with an Interest Period of      [days] [months].

The undersigned hereby certifies as follows:

(a) The representations and warranties made by the Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof; provided that the representation and warranty set forth in clause (ii) of the second paragraph of subsection 7.6 of the Credit Agreement need not be true and correct as a condition to the making of any Loans or the issuance, renewal or participations in any Letter of Credit made after the Closing Date; and

(b) No Default or Event of Default has occurred and is continuing on the date hereof or after giving effect to the Loans and other extensions of credit requested to be made on such date.

Capitalized terms used herein and not defined herein shall have the meanings given to them in the Credit Agreement.

The Borrower agrees that if prior to the time of the borrowing requested hereby any matter certified to herein by it will not be true and correct in all material respects at such time as if then made, it will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of the borrowing requested hereby the Administrative Agent shall receive written notice to the contrary from the Borrower, each matter certified to herein shall be deemed once again to be certified as true and correct in all material respects at the date of such borrowings as if then made.

Please wire transfer the proceeds of the borrowing as directed by the Borrower on the attached Schedule 1.

The Borrower has caused this Notice of Borrowing to be executed and delivered, and the certification and warranties contained herein to be made, by its [Treasurer] this      day of             , 20    .

CONSOLIDATED NATURAL GAS COMPANY

By:

Name:

Title:

Exhibit 2.2(c)

FORM OF NOTICE OF CONVERSION/CONTINUATION

Pursuant to subsection 2.2(c) of the Amended and Restated Five-Year Credit Agreement, dated as of February 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Consolidated Natural Gas Company, a Delaware corporation (the “Borrower”), the Lenders and Issuing Lenders from time to time parties thereto and Barclays Bank PLC, as Administrative Agent thereunder, this represents the Borrower’s request to convert or continue Loans as follows:

1. Date of conversion/continuation:                     

2. Amount of Loans being converted/continued: $            

3. Type of Loans being converted/continued:

¨ a.        Eurodollar Loans

¨ b.        Base Rate Loans

4. Nature of conversion/continuation:

¨ a.        Conversion of Base Rate Loans to Eurodollar Loans

¨ b.        Conversion of Eurodollar Loans to Base Rate Loans

¨ c.        Continuation of Eurodollar Loans as such

5. Interest Periods:

If Loans are being continued as or converted to Eurodollar Loans, the duration of the new Interest Period that commences on the conversion/ continuation date:                      month(s).

In the case of a conversion to or continuation of Eurodollar Loans, the undersigned officer, to the best of his or her knowledge, on behalf of the Borrower, certifies that no Default or Event of Default has occurred and is continuing under the Credit Agreement.

Capitalized terms used herein and not defined herein shall have the meanings given to them in the Credit Agreement.

DATED:	CONSOLIDATED NATURAL GAS COMPANY
	By:
	Name:
	Title:

2

Exhibit 2.6(a)

FORM OF LOAN NOTE

$             New York, New York

              ,         

FOR VALUE RECEIVED, the undersigned, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation, hereby unconditionally promises to pay on the Maturity Date to the order of:

(the “Lender”) at the office of Barclays Bank PLC, 200 Park Avenue, New York, New York 10166, in lawful money of the United States of America and in immediately available funds, the lesser of (a)                      DOLLARS ($            ) and (b) the aggregate unpaid principal amount of all Loans made by the Lender to the undersigned pursuant to subsection 2.1 of the Credit Agreement referred to below. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates per annum and on the dates specified in subsection 3.1 of the Credit Agreement, until paid in full (both before and after judgment to the extent permitted by law). The holder of this Loan Note is hereby authorized to endorse the date, amount, type, interest rate and duration of each Loan made or converted by the Lender to the undersigned, the date and amount of each repayment of principal thereof, and, in the case of Eurodollar Loans, the Interest Period with respect thereto, on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information so endorsed; provided, however, that failure by any holder to make any such recordation on such schedules or continuation thereof shall not in any manner affect any of the obligations of the undersigned to make payments of principal and interest in accordance with the terms of this Loan Note and the Credit Agreement.

This Loan Note is one of the Loan Notes referred to in the Amended and Restated Five-Year Credit Agreement, dated as of February 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the undersigned, the Lenders and Issuing Lenders from time to time parties thereto and Barclays Bank PLC, as Administrative Agent thereunder, is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein.

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Loan Note shall become, or may be declared to be, immediately due and payable as provided therein.

This Loan Note shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

CONSOLIDATED NATURAL GAS COMPANY

By:

Name:

Title:

Schedule I to

Loan Note

BASE RATE LOANS AND CONVERSIONS AND

REPAYMENTS OF PRINCIPAL

Date Amount of Base
Rate Loans Amount of Base
Rate Loans
Converted into
Eurodollar Loans Amount of
Eurodollar Loans
Converted into Base
Rate Loans Amount of Principal Repaid Unpaid Principal
Balance Notation Made by

Schedule II to

Loan Note

EURODOLLAR LOANS AND CONVERSIONS

AND REPAYMENTS OF PRINCIPAL

Date Amount of
Eurodollar Loans Interest Period Amount of Base Rates Loans Converted into
Eurodollar Loans Amount of
Eurodollar Loans
Converted into
Base Rate Loans Amount of
Principal Repaid Unpaid Principal
Balance Notation Made
by

Exhibit 6.1(c)

FORM OF CLOSING CERTIFICATE

Pursuant to Section 6.1(c) of the Amended and Restated Five-Year Credit Agreement, dated as of February 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Consolidated Natural Gas Company, a Delaware corporation (the “Borrower”), the Lenders and Issuing Lenders from time to time parties thereto and Barclays Bank PLC, as Administrative Agent thereunder, the undersigned Senior Vice President and Treasurer of the Borrower (solely in his or her capacity as such and not personally) hereby certifies as follows:

1. The representations and warranties made by the Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date hereof with the same effect as if made on such date;

2. The conditions precedent set forth in subsection 6.1 of the Credit Agreement have been satisfied;

3. On the date hereof, no Default or Event of Default has occurred;

4. No event or condition has occurred since the dates of the financial statements delivered pursuant to Section 6.1(g) of the Credit Agreement that has or would be likely to have a Material Adverse Effect;

5.                      is and at all times since              ,          has been the duly elected and qualified [Assistant] Secretary of the Borrower and the signature set forth on the signature line for such officer below is such officer’s true and genuine signature;

and the undersigned [Assistant] Secretary of the Borrower hereby certifies as follows:

6. The Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware;

7. Attached hereto as Exhibit A is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower (or a duly authorized committee thereof) on              , 2006 authorizing (i) the execution, delivery and performance of the Credit Agreement and (ii) the borrowings contemplated thereunder; such resolutions have not in any way been amended, modified, revoked or rescinded and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect; and such resolutions are the only corporate proceedings of the Borrower now in force relating to or affecting the matters referred to therein; attached hereto as Exhibit B is a true and complete copy of the By-Laws of the Borrower as in effect at all times since              ,          to and including the date hereof; and attached hereto as Exhibit C is a true and complete copy of the Articles of Incorporation as in effect at all times since              ,         , to and including the date hereof; and attached hereto as Exhibit D is a certified copy of the Borrower’s good standing certificate or its equivalent and, if available, a tax good standing certificate of the Borrower.

8. All governmental, shareholder and third party consents (including Securities and Exchange Commission clearance) and approvals necessary or, in the reasonable opinion of the Administrative Agent, desirable in connection with the transactions contemplated hereby have been received and are in full force and effect and no condition or requirement of law exists which could reasonably be likely to restrain, prevent or impose any material adverse condition on the transactions contemplated by the Credit Agreement, and attached hereto are copies of any required orders of the                      and the                      approving the Borrower’s execution, delivery and performance of the Credit Agreement and the borrowings thereunder.

9. The following persons are now duly elected and qualified officers of the Borrower, holding the offices indicated next to their respective names below, and such officers have held such offices with the Borrower at all times since              ,          to and including the date hereof, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is an authorized signatory of the Borrower and is duly authorized to execute and deliver on behalf of the Borrower any and all notes, notices, documents, statements and papers under and relating to the Credit Agreement and otherwise to act as an authorized signatory of the Borrower under the Credit Documents and all other documents to be executed in connection therewith for all purposes:

Name		Office		Signature
IN WITNESS WHEREOF, the undersigned have hereunto set our names.
By:			By:
Name:			Name:
Title:	[Assistant Treasurer]		Title:	[Assistant Secretary]
		Date

2

Exhibit 6.1(e)

[ATTACHED]

Exhibit 8.1(c)

FORM OF OFFICER’S CERTIFICATE

This certificate is provided pursuant to Section 8.1(c) of the Amended and Restated Five-Year Credit Agreement, dated as of February 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Consolidated Natural Gas Company, a Delaware corporation (the “Borrower”), the Lenders and Issuing Lenders from time to time parties thereto and Barclays Bank PLC, as Administrative Agent thereunder. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned officer of the Borrower hereby certifies that [he/she] is the [Chief Financial Officer] [Treasurer] of the Borrower, and that as such [he/she] is authorized to execute this certificate required to be furnished pursuant to subsection 8.1(c) of the Credit Agreement, and further certifies that:

(a) Attached hereto is a copy of the financial statements of the Borrower required to be delivered pursuant to Section 8.1(a) or 8.1(b) of the Credit Agreement.

(b) The financial statements attached hereto are complete and correct in all material respects and were prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein.

(c) The undersigned has no knowledge of any Default or Event of Default.

(d) The Borrower has complied with the financial covenants set forth in Section 8.11 of the Credit Agreement, as supported by the following calculation (all amounts are as of [insert date]):

IN WITNESS WHEREOF, I have hereunto set my hand this          day of         ,     .

By:

Name:

Title:

Exhibit 12.3

FORM OF ASSIGNMENT AGREEMENT

Reference is made to the Amended and Restated Five-Year Credit Agreement, dated as of February 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Consolidated Natural Gas Company, a Delaware corporation (the “Borrower”), the Lenders and Issuing Lenders from time to time parties thereto and Barclays Bank PLC, as Administrative Agent thereunder. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. This Assignment Agreement, between the Assignor (as set forth on Schedule 1 hereto and made a part hereof) and the Assignee (as set forth on Schedule 1 hereto and made a part hereof) is dated as of the Effective Date (as set forth on Schedule 1 hereto and made a part hereof, the “Effective Date”).

1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, a     % interest (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement respecting those credit facilities contained in the Credit Agreement as are set forth on Schedule 1 (the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on Schedule 1; provided, however, it is expressly understood and agreed that (i) the Assignor is not assigning to the Assignee and the Assignor shall retain (A) all of the Assignor’s rights under subsection 4.3 of the Credit Agreement with respect to any cost, reduction or payment incurred or made prior to the Effective Date, including, without limitation, the rights to indemnification and to reimbursement for taxes, costs and expenses and (B) any and all amounts paid to the Assignor prior to the Effective Date and (ii) both Assignor and Assignee shall be entitled to the benefits of subsection 12.5 of the Credit Agreement.

2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Credit Document or any other instrument or document furnished pursuant thereto, other than that it has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers, any of their subsidiaries or any other obligor or the performance or observance by the Borrowers, any of their subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto or thereto and (iii) attaches the Loan Note, if any, held by it evidencing the Assigned Facilities and requests that the Administrative Agent exchange such Loan Note for a new Loan Note payable to the Assignor (if the Assignor has retained any interest in the Assigned Facility) and a new Loan Note payable to the Assignee in the respective amounts that reflect the assignment being made hereby (and after giving effect to any other assignments that have become effective on the Effective Date).

3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment Agreement; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 8.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (iii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other person that has become a Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 4.4(d) of the Credit Agreement to deliver the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement, or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty.

4. Following the execution of this Assignment Agreement, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to subsection 12.3(b) of the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of acceptance and recording by the Administrative Agent of the executed Assignment Agreement).

5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts that have accrued to the Effective Date and to the Assignee for amounts that have accrued subsequent to the Effective Date.

6. From and after the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other Credit Documents and shall be bound by the provisions thereof and (ii) the Assignor shall, to the extent provided in this Assignment Agreement, relinquish its rights and be released from its obligations under the Credit Agreement.

7. This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by their respective duly authorized officers on Schedule 1 hereto.

2

Schedule 1 to Assignment Agreement

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

A. Loans Principal Amount Assigned Commitment Percentage Assigned (to at least eight decimals) (shown as a percentage of aggregate principal amount of all Lenders)

[ Name of Assignor]	[Name of Assignee]
By:	By:
Name:	Name:
Title:	Title:

Accepted and Consented to:

BARCLAYS BANK PLC,

as Administrative Agent

By:

Name:

Title:

Consented to:

CONSOLIDATED NATURAL GAS

COMPANY, as Borrower

By:

Name:

Title:

EX-10.4

Exhibit 10.4

EXECUTION VERSION

$500,000,000

364-DAY REVOLVING CREDIT AGREEMENT

among

DOMINION RESOURCES, INC.,

The Several Lenders from Time to Time Parties Hereto,

THE ROYAL BANK OF SCOTLAND PLC,

as Administrative Agent,

BARCLAYS BANK PLC AND MORGAN STANLEY BANK,

as Co-Syndication Agents,

CITIBANK N.A. AND THE BANK OF NOVA SCOTIA,

as Co-Documentation Agents

RBS SECURITIES CORPORATION D/B/A RBS GREENWICH CAPITAL,

as Lead Arranger and Bookrunner

Dated as of July 30, 2008

Table of Contents

	Page
SECTION 1. DEFINITIONS AND ACCOUNTING TERMS	1
1.1    Definitions	1
1.2    Computation of Time Periods; Other Definitional Provisions	12
1.3    Accounting Terms	13
1.4    Time	13
SECTION 2. LOANS	13
2.1    Revolving Loan Commitment	13
2.2    Method of Borrowing for Revolving Loans	13
2.3    Funding of Revolving Loans	14
2.4    Minimum Amounts of Revolving Loans	15
2.5    Reductions of Revolving Loan Commitment	15
2.6    RESERVED	15
2.7    Notes	15
2.8    RESERVED	16
SECTION 3. PAYMENTS	16
3.1    Interest	16
3.2    Prepayments	16
3.3    Payment in Full at Maturity	17
3.4    Fees	17
3.5    Place and Manner of Payments	17
3.6    Pro Rata Treatment	18
3.7    Computations of Interest and Fees	18
3.8    Sharing of Payments	18
3.9    Evidence of Debt	19
SECTION 4. ADDITIONAL PROVISIONS REGARDING LOANS	20
4.1    Eurodollar Revolving Loan Provisions	20
4.2    Capital Adequacy	21
4.3    Compensation	21
4.4    Taxes	22
4.5    Mitigation; Mandatory Assignment	24
SECTION 5. RESERVED	24
SECTION 6. CONDITIONS PRECEDENT	24
6.1    Closing Conditions	24
6.2    Conditions to Loans	26

SECTION 7. REPRESENTATIONS AND WARRANTIES	27
7.1    Organization and Good Standing	27
7.2    Due Authorization	27
7.3    No Conflicts	27
7.4    Consents	28
7.5    Enforceable Obligations	28
7.6    Financial Condition	28
7.7    No Default	28
7.8    Indebtedness	28
7.9    Litigation	28
7.10    Taxes	29
7.11    Compliance with Law	29
7.12    ERISA	29
7.13    Government Regulation	29
7.14    Solvency	29
SECTION 8. AFFIRMATIVE COVENANTS	30
8.1    Information Covenants	30
8.2    Preservation of Existence and Franchises	31
8.3    Books and Records	31
8.4    Compliance with Law	31
8.5    Payment of Taxes	31
8.6    Insurance	32
8.7    Performance of Obligations	32
8.8    ERISA	32
8.9    Use of Proceeds	32
8.10    Audits/Inspections	33
8.11    Total Funded Debt to Capitalization	33
SECTION 9. NEGATIVE COVENANTS	33
9.1    Nature of Business	33
9.2    Consolidation and Merger	34
9.3    Sale or Lease of Assets	34
9.4    Limitation on Liens	34
9.5    Fiscal Year	34
SECTION 10. EVENTS OF DEFAULT	35
10.1    Events of Default	35
10.2    Acceleration; Remedies	37
10.3    Allocation of Payments After Event of Default	38

ii

SECTION 11. AGENCY PROVISIONS	38
11.1    Appointment	38
11.2    Delegation of Duties	39
11.3    Exculpatory Provisions	39
11.4    Reliance on Communications	39
11.5    Notice of Default	40
11.6    Non-Reliance on Administrative Agent and Other Lenders	40
11.7    Indemnification	41
11.8    Administrative Agent in Its Individual Capacity	41
11.9    Successor Administrative Agent	41
SECTION 12. MISCELLANEOUS	42
12.1    Notices	42
12.2    Right of Set-Off; Adjustments	43
12.3    Benefit of Agreement	43
12.4    No Waiver; Remedies Cumulative	46
12.5    Payment of Expenses, etc	46
12.6    Amendments, Waivers and Consents	47
12.7    Counterparts; Telecopy	48
12.8    Headings	48
12.9    Defaulting Lender	48
12.10    Survival of Indemnification and Representations and Warranties	48
12.11  GOVERNING LAW	48
12.12  WAIVER OF JURY TRIAL	49
12.13    Severability	49
12.14    Entirety	49
12.15    Binding Effect	49
12.16    Submission to Jurisdiction	49
12.17    Confidentiality	50
12.18    Designation of SPVs	50
12.19    USA Patriot Act	51
12.20    No Fiduciary Duty	51

iii

SCHEDULES
Schedule 1.1	Commitment Percentages
Schedule 7.8	Indebtedness
Schedule 7.9	Litigation
Schedule 12.1	Notices
EXHIBITS
Exhibit 2.2(a)	Form of Notice of Borrowing
Exhibit 2.2(c)	Form of Notice of Conversion/Continuation
Exhibit 2.7(a)	Form of Revolving Loan Note
Exhibit 6.1(c)	Form of Closing Certificate
Exhibit 6.1(e)	Form of Legal Opinion
Exhibit 8.1(c)	Form of Officer’s Certificate
Exhibit 12.3	Form of Assignment Agreement

iv

364-DAY REVOLVING

CREDIT AGREEMENT

364-DAY REVOLVING CREDIT AGREEMENT (this “Credit Agreement”), dated as of July 30, 2008 among DOMINION RESOURCES, INC., a Virginia corporation (together with its permitted successors and assigns, the “Borrower”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), THE ROYAL BANK OF SCOTLAND PLC, a public limited company incorporated in the United Kingdom and registered under the laws of Scotland, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BARCLAYS BANK PLC and MORGAN STANLEY BANK, as Co-Syndication Agents and, CITIBANK N.A. and THE BANK OF NOVA SCOTIA, as Co-Documentation Agents.

The parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS AND ACCOUNTING TERMS

1.1 Definitions.

As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular:

“Adjusted Base Rate” means the Base Rate plus the Applicable Percentage for Base Rate Loans.

“Adjusted Eurodollar Rate” means the Eurodollar Rate plus the Applicable Percentage for Eurodollar Revolving Loans.

“Administrative Agent” means The Royal Bank of Scotland plc and any successors and assigns in such capacity.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation or other entity if such Person possesses, directly or indirectly, the power (i) to vote 20% or more of the securities having ordinary voting power for the election of directors or other managing persons of such corporation or other entity or (ii) to direct or cause direction of the management and policies of such corporation or other entity, whether through the ownership of voting securities, by contract or otherwise.

“Applicable Percentage” means, for (x) Eurodollar Revolving Loans, the LIBOR Market Rate Spread in effect from time to time, and (y) all other Revolving Loans made to the Borrower, 0%. Any adjustment in the Applicable Percentages shall be applicable to all existing Loans as well as any new Loans.

“Available Revolving Loan Commitment” means, as of any date of determination, the Revolving Loan Commitment as of such date minus the aggregate principal amount of all Loans outstanding as of such date.

“Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

“Base Rate” means, for any day, a simple rate per annum equal to the greater of (a) the Prime Rate for such day or (b) the sum of one-half of one percent (.50%) plus the Federal Funds Rate for such day.

“Base Rate Loan” means a Loan that bears interest at an Adjusted Base Rate.

“Borrower” has the meaning set forth in the preamble hereof.

“Business Day” means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or other governmental action to close in New York, New York; provided that in the case of Eurodollar Revolving Loans, such day is also a day on which dealings between banks are carried on in Dollar deposits in the London interbank market.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Capitalization” means the sum of (a) Total Funded Debt plus (b) Net Worth.

“Change of Control” means (i) the direct or indirect acquisition by any person (as such term is defined in Section 13(d) of the Securities and Exchange Act of 1934, as amended) of beneficial ownership of more than 50% of the outstanding shares of the capital stock of the Borrower entitled to vote generally for the election of directors of the Borrower or (ii) VaPower shall cease to be a Subsidiary of the Borrower; provided, however, that should VaPower cease to be a Subsidiary of the Borrower by virtue of its merger with or into the Borrower, or with or into any other Subsidiary of the Borrower, such merger will not constitute a Change of Control.

“Closing Date” means the date hereof.

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

“Commitment” means, with respect to each Lender, such Lender’s share of the Revolving Loan Commitment based upon such Lender’s Commitment Percentage.

“Commitment Fees” has the meaning set forth in Section 3.4(a).

2

“Commitment Fee Margin” means Commitment Fees payable by the Borrower, the appropriate applicable percentages, in each case, corresponding to the Rating of the Borrower in effect from time to time as shown below:

Pricing Level	Long-Term Senior Unsecured Non-Credit Enhanced Debt Rating of Borrower	Applicable Percentage for Commitment Fees
I.	>A from S&P or >A2 from Moody’s or >A from Fitch	.07%
II.	A- from S&P or A3 from Moody’s or A- from Fitch	.08%
III.	BBB+ from S&P or Baa1 from Moody’s or BBB+ from Fitch	.10%
IV.	BBB from S&P or Baa2 from Moody’s or BBB from Fitch	.125%
V.	BBB- from S&P or Baa3 from Moody’s or BBB- from Fitch	.15%
VI.	BB+ from S&P or Ba1 from Moody’s or BB+ from Fitch	.20%
VII.	< BB+ from S&P or < Ba1 from Moody’s or < BB+ from Fitch	.25%

Notwithstanding the above, if at any time there is a split in Ratings among S&P, Moody’s and Fitch and (i) two Ratings are equal and higher than the third, the higher Rating will apply, (ii) two Ratings are equal and lower than the third, the lower Rating will apply or (iii) no Ratings are equal, the intermediate Rating will apply. In the event that the Borrower shall maintain Ratings from only two of S&P, Moody’s and Fitch and the Borrower is split-rated and (x) the Ratings differential is one level, the higher Rating will apply and (y) the Ratings differential is two levels or more, the level one level lower than the higher Rating will apply.

3

The Commitment Fee Margin shall be determined and adjusted on the date of any applicable change in the Rating of the Borrower.

The Commitment Fee Margin payable by the Borrower shall be the appropriate applicable percentages from time to time, as shown above, calculated based on the Ratings of the Borrower at such time.

These Ratings shall be determined based upon the Rating for the Borrower in effect on such day as published by S&P, Moody’s and Fitch; it being understood that the initial Commitment Fee Margin is based on Pricing Level III (as shown above) and shall remain at Pricing Level III until a change in the Ratings of the Borrower. The Borrower shall at all times maintain a Rating from at least two of S&P, Moody’s and Fitch. If at any time the Borrower does not have a Rating from at least two of S&P, Moody’s and Fitch, the Commitment Fee Margin shall be set at Pricing Level VII.

The Borrower shall promptly deliver to the Administrative Agent, at the address set forth on Schedule 12.1, information regarding any change in the Rating of the Borrower that would change the existing Pricing Level (as set forth in the chart above) and/or the Commitment Fees.

“Commitment Percentage” means, for each Lender, the percentage identified as its Commitment Percentage opposite such Lender’s name on Schedule 1.1 attached hereto, as such percentage may be modified in accordance with the terms of this Credit Agreement.

“Commitment Period” means the period from the Closing Date to the Maturity Date.

“Consolidated Subsidiary” means, as to any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired), the financial statements of which are consolidated with the financial statements of such Person in accordance with GAAP, including principles of consolidation.

“Controlled Group” means (i) the controlled group of corporations as defined in Section 414(b) of the Code and the applicable regulations thereunder or (ii) the group of trades or businesses under common control as defined in Section 414(c) of the Code and the applicable regulations thereunder, of which the Borrower is a part or may become a part.

“Credit Documents” means this Credit Agreement, the Notes (if any), and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto.

“Credit Exposure” has the meaning set forth in the definition of “Required Lenders” below.

4

“Default” means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“Defaulting Lender” means, at any time, any Lender that, at such time (a) has failed to make a Loan required pursuant to the terms of this Credit Agreement, (b) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of this Credit Agreement or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar official.

“Dollar”, “dollar” and “$” means lawful currency of the United States.

“Effective Date” has the meaning set forth in Section 12.15 hereof.

“Eligible Assignee” means (a) any Lender or Affiliate or Subsidiary of a Lender and (b) any other commercial bank, financial institution or “accredited investor” (as defined in Regulation D) that is either a bank organized or licensed under the laws of the United States of America or any State thereof or that has agreed to provide the information listed in Section 4.4(d) to the extent that it may lawfully do so and that is approved by the Administrative Agent and the Borrower (such approval not to be unreasonably withheld or delayed); provided that (i) the Borrower’s consent is not required pursuant to clause (a) or, with respect to clause (b), during the existence and continuation of a Default or an Event of Default and (ii) neither the Borrower nor any Affiliate or Subsidiary of the Borrower shall qualify as an Eligible Assignee.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

“ERISA Affiliate” means each person (as defined in Section 3(9) of ERISA) which together with the Borrower or any Subsidiary of the Borrower would be deemed to be a member of the same “controlled group” within the meaning of Section 414(b), (c), (m) and (o) of the Code.

“Eurodollar Rate” means with respect to any Eurodollar Revolving Loan, for the Interest Period applicable thereto, a rate per annum determined pursuant to the following formula:

“Eurodollar Rate” = Interbank Offered Rate                    

            1 - Eurodollar Reserve Percentage

“Eurodollar Reserve Percentage” means, for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D, as such regulation may be amended from time to time or any successor regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of Eurodollar Revolving Loans is determined), whether or not any Lender has any Eurocurrency liabilities subject to such reserve requirement at that time. Eurodollar Revolving Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to a Lender. The Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

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“Eurodollar Revolving Loan” means a Revolving Loan bearing interest at a rate of interest determined by reference to the Eurodollar Rate.

“Event of Default” has the meaning specified in Section 10.1.

“Exchange Act” means the Securities and Exchange Act of 1934, as amended.

“Existing DRI Credit Agreement” means that certain $3,000,000,000 Five-Year Revolving Credit Agreement, dated as of February 28, 2006 among the Borrower, VaPower and Consolidated Natural Gas Company, as borrowers, the financial institutions parties thereto as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, as amended from time to time.

“Federal Funds Rate” means for any day the rate per annum (rounded upward to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Fee Payment Date” shall mean (a) the first Business Day of each January, April, July and October and (b) the Maturity Date.

“Fitch” means Fitch Ratings Ltd., or any successor or assignee of the business of such company in the business of rating securities.

“Funded Debt” means, as to any Person, without duplication: (a) all Indebtedness of such Person for borrowed money or which has been incurred in connection with the acquisition of assets (excluding letters of credit, bankers’ acceptances, Non-Recourse Debt, Mandatorily Convertible Securities, Trust Preferred Securities and Hybrid Equity Securities), (b) all capital lease obligations (including Synthetic Lease Obligations) of such Person and (c) all Guaranty Obligations of Funded Debt of other Persons.

“GAAP” means generally accepted accounting principles in the United States applied on a consistent basis and subject to Section 1.3.

“Governmental Authority” means any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“Granting Lender” has the meaning set forth in Section 12.18 hereof.

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“Guaranty Obligations” means, in respect of any Person, any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness of another Person, including, without limitation, any obligation (a) to purchase or pay, or advance or supply funds for the purchase or payment of, such Indebtedness or (b) entered into primarily for the purpose of assuring the owner of such Indebtedness of the payment thereof (such as, for example, but without limitation, an agreement to advance or provide funds or other support for the payment or purchase of such Indebtedness or to maintain working capital, solvency or other balance sheet conditions of such other Person, including, without limitation, maintenance agreements, comfort letters or similar agreements or arrangements, or to lease or purchase property, securities or services) if such obligation would constitute an indirect guarantee of indebtedness of others, the disclosure of which would be required in such Person’s financial statements under GAAP; provided, however, that the term Guaranty Obligations shall not include (i) endorsements for deposit or collection in the ordinary course of business, (ii) obligations under purchased power contracts or (iii) obligations of such Person otherwise constituting Guaranty Obligations under this definition to provide contingent equity support, to keep well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise in respect of any Subsidiary or Affiliate of such Person in connection with the non-utility non-recourse financing activities of such Subsidiary or Affiliate.

“Hybrid Equity Securities” means any securities issued by the Borrower or a financing vehicle of the Borrower that (i) are classified as possessing a minimum of at least “intermediate equity content” by S&P, at least Basket C equity credit by Moody’s, and at least 50% equity credit by Fitch and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Revolving Loans and all other amounts due under this Credit Agreement.

“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 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 the 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.

“Interbank Offered Rate” means, for any Eurodollar Revolving Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on any service selected by the Administrative Agent which has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying the London interbank offered rate for deposits in Dollars (such as the applicable Reuters’ screen) at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period.

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“Interest Payment Date” means (a) as to Base Rate Loans, the last day of each fiscal quarter and the Maturity Date, and (b) as to Eurodollar Revolving Loans, the last day of each applicable Interest Period and the Maturity Date. If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment Date shall be deemed to be the next succeeding Business Day, except that in the case of Eurodollar Revolving Loans where the next succeeding Business Day falls in the next succeeding calendar month, then such Interest Payment Date shall be deemed to be the immediately preceding Business Day.

“Interest Period” means, as to Eurodollar Revolving Loans, a period of 14 days (in the case of new money borrowings) and one, two or three months’ duration, as the Borrower may elect, commencing, in each case, on the date of the borrowing (including continuations and conversions of Eurodollar Revolving Loans); provided, however, (i) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, then such Interest Period shall end on the next preceding Business Day), (ii) no Interest Period shall extend beyond the Maturity Date and (iii) with respect to Eurodollar Revolving Loans, where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last Business Day of such calendar month.

“Lead Arranger” means RBS Securities Corporation d/b/a RBS Greenwich Capital.

“Lenders” means those banks and other financial institutions identified as such on the signature pages hereto and such other institutions that may become Lenders pursuant to Section 12.3(b).

“LIBOR Market Rate Spread” means, at any time for any Eurodollar Revolving Loan for any Interest Period, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to (x) 110% multiplied by (y) the Borrower’s 1-year credit default swap mid-rate spread (as provided by Markit Group Limited or any successor thereto (the “Quotation Agency”)) for the one-year period beginning on the Rate Set Date (as defined below), appearing on the Quotation Agency’s website at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period (the “Rate Set Date”); provided, that the LIBOR Market Rate Spread shall in no event be less than 0.50% or greater than 1.00%; provided, further that in the event that the LIBOR Market Rate Spread is not available from the Quotation Agency on the Rate Set Date for any Interest Period, the LIBOR Market Rate Spread shall be 1.00% for such Interest Period.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code as adopted and in effect in the relevant jurisdiction or other similar recording or notice statute, and any lease in the nature thereof).

“Loan” means any loan made by any Lender pursuant to this Credit Agreement.

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“Mandatorily Convertible Securities” means any mandatorily convertible equity-linked securities issued by the Borrower, so long as the terms of such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Loans and all other amounts due under this Credit Agreement.

“Material Adverse Effect” means a material adverse effect, after taking into account applicable insurance, if any, on (a) the operations, financial condition or business of the Borrower, (b) the ability of the Borrower to perform its obligations under this Credit Agreement or (c) the validity or enforceability of this Credit Agreement or any of the other Credit Documents against the Borrower, or the rights and remedies of the Lenders against the Borrower hereunder or thereunder; provided, however, that a transfer of assets permitted under and in compliance with Section 9.3 shall not be considered to have a Material Adverse Effect.

“Material Subsidiary” shall mean a Subsidiary of the Borrower whose total assets (as determined in accordance with GAAP) represent at least 20% of the total assets of the Borrower, on a consolidated basis.

“Maturity Date” means July 28, 2009.

“Moody’s” means Moody’s Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.

“Multiemployer Plan” means at any time an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the Controlled Group during such five year period but only with respect to the period during which such Person was a member of the Controlled Group.

“Net Worth” means as of any date, the shareholders’ equity or net worth of the Borrower and its Consolidated Subsidiaries (including, but not limited to, the face amount of any Mandatorily Convertible Securities, Trust Preferred Securities, Hybrid Equity Securities and Preferred Stock; but, excluding the accumulated other comprehensive income or loss component of shareholders’ equity), on a consolidated basis, as determined in accordance with GAAP.

“Non-Recourse Debt” means Indebtedness (a) as to which the Borrower (i) does not provide credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (ii) is not directly or indirectly liable as a guarantor or otherwise, or (iii) is not the lender; (b) no default with respect to which would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Loans or the Notes) of the Borrower to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and (c) as to which the lenders will not have any recourse to the stock or assets of the Borrower (other than the specific assets pledged to secure such Indebtedness) and the relevant legal documents so provide.

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“Non-Regulated Assets” means with respect to the Borrower, the operations that are not regulated by a Governmental Authority (i.e. merchant generation, exploration and production, producer services or retail supply assets of the Borrower).

“Notes” means the collective reference to the Revolving Loan Notes of the Borrower.

“Notice of Borrowing” means a request by the Borrower for a Loan in the form of Exhibit 2.2(a).

“Notice of Continuation/Conversion” means a request by the Borrower for the continuation or conversion of a Loan in the form of Exhibit 2.2(c).

“Other Taxes” has the meaning set forth in Section 4.4(b) hereof.

“PBGC” means the Pension Benefit Guaranty Corporation established under ERISA and any successor thereto.

“Pension Plans” has the meaning set forth in Section 8.8 hereof.

“Person” means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated), or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means any single-employer plan as defined in Section 4001 of ERISA, which is maintained, or at any time during the five calendar years preceding the date of this Credit Agreement was maintained, for employees of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of the Borrower.

“Preferred Stock” means any Capital Stock issued by the Borrower that is entitled to preference or priority over any other Capital Stock of the Borrower in respect of the payment of dividends or distribution of assets upon liquidation, or both.

“Prime Rate” means the per annum rate of interest as notified to the Borrower by the Administrative Agent from time to time as its Prime Rate. Any change in the interest rate resulting from a change in the Prime Rate shall become effective as of 12:01 a.m. of the Business Day on which each change in the Prime Rate is announced by the Administrative Agent. The Prime Rate is a reference rate used by the Administrative Agent in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged on any extension of credit to any debtor.

“Rating” means the rating assigned by S&P, Moody’s or Fitch to the Borrower based on the Borrower’s senior, unsecured, non-credit-enhanced obligations.

“RBS” means The Royal Bank of Scotland plc.

“Register” has the meaning set forth in Section 12.3(c).

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“Regulation A, D, T, U or X” means Regulation A, D, T, U or X, respectively, of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“Reportable Event” means a “reportable event” as defined in Section 4043 of ERISA with respect to which the notice requirements to the PBGC have not been waived.

“Required Lenders” means Lenders whose aggregate Credit Exposure (as hereinafter defined) constitutes more than 50% of the aggregate Credit Exposure of all Lenders at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time then there shall be excluded from the determination of Required Lenders the aggregate principal amount of Credit Exposure of such Lender at such time. For purposes of the preceding sentence, the term “Credit Exposure” as applied to each Lender shall mean (a) at any time prior to the termination of the Commitments, the Commitment Percentage of such Lender multiplied by the Revolving Loan Commitment and (b) at any time after the termination of the Commitments, the outstanding amount of Loans owed to such Lender.

“Revolving Loan” means a Loan made by the Lenders to the Borrower pursuant to Section 2.1(a) hereof.

“Revolving Loan Commitment” means Five Hundred Million Dollars ($500,000,000), as such amount may be otherwise reduced in accordance with Section 2.5.

“Revolving Loan Notes” means the promissory notes of the Borrower in favor of each Lender evidencing the Revolving Loans made to the Borrower and substantially in the form of Exhibit 2.7(a), as such promissory notes may be amended, modified, supplemented or replaced from time to time.

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., or any successor or assignee of the business of such division in the business of rating securities.

“Solvent” means, with respect to any Person as of a particular date, that on such date (a) the fair saleable value (on a going concern basis) of such Person’s assets exceeds its liabilities, contingent or otherwise, fairly valued, (b) such Person will be able to pay its debts as they become due, (c) such Person does not have unreasonably small capital with which to satisfy all of its current and reasonably anticipated obligations and (d) such Person does not intend to incur nor does it reasonably anticipate that it will incur debts beyond its ability to pay as such debts become due.

“SPV” has the meaning set forth in Section 12.18 hereof.

“Subsidiary” means, as to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries has more than 50% equity interest at any time.

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“Synthetic Lease” means each arrangement, however described, under which the obligor accounts for its interest in the property covered thereby under GAAP as lessee of a lease which is not a capital lease under GAAP and accounts for its interest in the property covered thereby for federal income tax purposes as the owner.

“Synthetic Lease Obligation” means, as to any Person with respect to any Synthetic Lease at any time of determination, the amount of the liability of such Person in respect of such Synthetic Lease that would (if such lease was required to be classified and accounted for as a capital lease on a balance sheet of such Person in accordance with GAAP) be required to be capitalized on the balance sheet of such Person at such time.

“Taxes” has the meaning set forth in Section 4.4(a).

“Total Funded Debt” means all Funded Debt of the Borrower and its Consolidated Subsidiaries, on a consolidated basis, as determined in accordance with GAAP.

“Trust Preferred Securities” means the trust preferred securities issued by a subsidiary capital trust established by the Borrower outstanding on the date hereof and reflected as junior subordinated notes in the financial statements of the Borrower for the fiscal year ended December 31, 2007, and any additional trust preferred securities that are substantially similar thereto, along with the junior subordinated debt obligations of the Borrower, so long as (a) the terms thereof require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Loans and all other amounts due under this Credit Agreement, (b) such securities are subordinated and junior in right of payment to all obligations of the Borrower for or in respect of borrowed money and (c) the obligors in respect of such preferred securities and subordinated debt have the right to defer interest and dividend payments, in each case to substantially the same extent as such currently outstanding preferred securities or on similar terms customary for trust preferred securities and not materially less favorable to the interests of the Borrower or the Lenders.

“VaPower” means Virginia Electric and Power Company, a Virginia corporation and its successors and assigns.

“VaPower Indenture” means the first mortgage bond indenture, dated November 1, 1935, by and between VaPower and The Chase Manhattan Bank, as supplemented and amended.

“Wholly Owned Subsidiary” means, as to any Person, any other Person all of the Capital Stock of which (other than de minimis directors’ qualifying shares or local ownership shares required by law and outstanding publicly owned Preferred Stock of VaPower) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

1.2 Computation of Time Periods; Other Definitional Provisions.

For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.” References in this Credit Agreement to “Sections”, “Schedules” and “Exhibits” shall be to Sections, Schedules or Exhibits of or to this Credit Agreement unless otherwise specified.

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1.3 Accounting Terms.

Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 8.1 (or, prior to the delivery of the first financial statements pursuant to Section 8.1, consistent with the financial statements described in Section 6.1(f)); provided, however, if (a) the Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) the Administrative Agent or the Required Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Borrower to the Lenders as to which no such objection shall have been made.

1.4 Time.

All references to time herein shall be references to Eastern Standard Time or Eastern Daylight time, as the case may be, unless specified otherwise.

SECTION 2. LOANS

2.1 Revolving Loan Commitment.

(a) Revolving Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans to the Borrower in Dollars, at any time and from time to time, during the Commitment Period (each a “Revolving Loan” and collectively the “Revolving Loans”); provided that (i) the aggregate amount of Revolving Loans outstanding to the Borrower on any day shall not exceed the Revolving Loan Commitment and (ii) with respect to each individual Lender, the Lender’s pro rata share of outstanding Revolving Loans then outstanding on any day shall not exceed such Lender’s Commitment Percentage of the Revolving Loan Commitment. Subject to the terms and conditions of this Credit Agreement, the Borrower may borrow, repay and reborrow the amount of the Revolving Loan Commitment made to it.

(b) Intentionally Omitted.

2.2 Method of Borrowing for Revolving Loans.

(a) Base Rate Loans. By no later than 11:00 a.m. on the Business Day of the Borrower’s request for a Base Rate Loan (or for the conversion of Eurodollar Revolving Loans to Base Rate Loans), the Borrower shall submit a Notice of Borrowing to the Administrative

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Agent setting forth (i) the amount requested, (ii) the desire to have such Revolving Loans accrue interest at the Base Rate and (iii) except in the case of conversions of Eurodollar Revolving Loans to Base Rate Loans, complying in all respects with Section 6.2 hereof.

(b) Eurodollar Revolving Loans. By no later than 11:00 a.m. three Business Days prior to the date of the Borrower’s request for a Eurodollar Revolving Loan (or for the conversion of Base Rate Loans to Eurodollar Revolving Loans or the continuation of existing Eurodollar Revolving Loans), the Borrower shall submit a Notice of Borrowing to the Administrative Agent setting forth (i) the amount requested, (ii) the desire to have such Revolving Loans accrue interest at the Adjusted Eurodollar Rate, (iii) the Interest Period applicable thereto, and (iv) except in the case of conversions of Base Rate Loans to Eurodollar Revolving Loans or the continuation of existing Eurodollar Revolving Loans, complying in all respects with Section 6.2 hereof.

(c) Continuation and Conversion. The Borrower shall have the option, on any Business Day, to continue existing Eurodollar Revolving Loans made to it for a subsequent Interest Period, to convert Base Rate Loans made to it into Eurodollar Revolving Loans or to convert Eurodollar Revolving Loans made to it into Base Rate Loans. By no later than 11:00 a.m. (a) on the date of the requested conversion of a Eurodollar Revolving Loan to a Base Rate Loan or (b) three Business Days prior to the date for a requested continuation of a Eurodollar Revolving Loan or conversion of a Base Rate Loan to a Eurodollar Revolving Loan, the Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion, setting forth (i) whether the Borrower wishes to continue or convert such Loans and (ii) if the request is to continue a Eurodollar Revolving Loan or convert a Base Rate Loan to a Eurodollar Revolving Loan, the Interest Period applicable thereto. Notwithstanding anything herein to the contrary, (i) except as provided in Section 4.1 hereof, Eurodollar Revolving Loans may be converted to Base Rate Loans only on the last day of an Interest Period applicable thereto; (ii) Eurodollar Revolving Loans may be continued and Base Rate Loans may be converted to Eurodollar Revolving Loans only if no Default or Event of Default with respect to the Borrower is in existence on the date of such extension or conversion; (iii) any continuation or conversion must comply with Sections 2.2(a) or 2.2(b) hereof, as applicable; and (iv) failure by the Borrower to properly continue Eurodollar Revolving Loans at the end of an Interest Period shall be deemed a conversion to Base Rate Loans.

2.3 Funding of Revolving Loans.

Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender will make its pro rata share of the Revolving Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit (in Dollars) of immediately available funds at the office of the Administrative Agent, or at such other address as the Administrative Agent may designate in writing. All Revolving Loans shall be made by the Lenders pro rata on the basis of each Lender’s Commitment Percentage.

No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless

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the Administrative Agent shall have been notified by any Lender prior to the time of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) the applicable rate for such Loan pursuant to the Notice of Borrowing, if recovered from the Borrower, and (b) the Federal Funds Rate, if recovered from a Lender.

2.4 Minimum Amounts of Revolving Loans.

Each request for Revolving Loans shall be, in the case of Eurodollar Revolving Loans, in an aggregate principal amount that is not less than the lesser of $10,000,000 or the remaining amount available to be borrowed and, in the case of Base Rate Loans, in an aggregate principal amount that is not less than the lesser of $5,000,000 or the remaining amount available to be borrowed. Any Revolving Loan requested shall be in an integral multiple of $1,000,000 unless the request is for all of the remaining amount available to be borrowed.

2.5 Reductions of Revolving Loan Commitment.

Upon at least three Business Days’ notice, the Borrower shall have the right to permanently terminate or reduce the aggregate unused amount of the Revolving Loan Commitment available to it at any time or from time to time; provided that (a) each partial reduction shall be in an aggregate amount at least equal to $10,000,000 and in integral multiples of $1,000,000 above such amount and (b) no reduction shall be made which would reduce the Revolving Loan Commitment to an amount less than the then outstanding Revolving Loans. Any reduction in (or termination of) the Revolving Loan Commitment shall be permanent and may not be reinstated.

2.6 RESERVED.

2.7 Notes.

(a) Revolving Loan Notes. The Revolving Loans made by the Lenders to the Borrower shall be evidenced, upon request by any Lender, by a promissory note of the Borrower payable to each Lender in substantially the form of Exhibit 2.7(a) hereto (the “Revolving Loan Notes”) and in a principal amount equal to the amount of such Lender’s Commitment Percentage of the Revolving Loan Commitment as originally in effect.

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(b) Intentionally Omitted.

The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books; provided that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing hereunder or under any Note in respect of the Loans to be evidenced by such Note, and each such recordation or endorsement shall be conclusive and binding absent manifest error.

2.8 RESERVED

SECTION 3. PAYMENTS

3.1 Interest.

(a) Interest Rate.

(i) All Base Rate Loans made to the Borrower shall accrue interest at the Adjusted Base Rate.

(ii) All Eurodollar Revolving Loans made to the Borrower shall accrue interest at the Adjusted Eurodollar Rate applicable to such Eurodollar Revolving Loan.

(b) Default Rate of Interest. Upon the occurrence, and during the continuance, of an Event of Default, the principal of and, to the extent permitted by law, interest on the Loans outstanding to the Borrower and any other amounts owing by the Borrower hereunder or under the other Credit Documents shall bear interest, payable on demand, at a per annum rate equal to 2% plus the rate which would otherwise be applicable (or if no rate is applicable, then the rate for Loans outstanding to the Borrower that are Base Rate Loans plus 2% per annum).

(c) Interest Payments. Except as otherwise provided in subsection (b) above, interest on Loans shall be due and payable in arrears on each Interest Payment Date.

3.2 Prepayments.

(a) Voluntary Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time without premium or penalty; provided, however, that (i) Eurodollar Revolving Loans may only be prepaid on three Business Days’ prior written notice to the Administrative Agent and any prepayment of Eurodollar Revolving Loans will be subject to Section 4.3 hereof and (ii) each such partial prepayment of Loans shall be in the minimum principal amount of $10,000,000. Amounts prepaid hereunder shall be applied as the Borrower may elect; provided that if the Borrower fails to specify the application of a voluntary prepayment then such prepayment shall be applied in each case first to Base Rate Loans of the Borrower and then to Eurodollar Revolving Loans of the Borrower in direct order of Interest Period maturities.

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(b) Mandatory Prepayments. If at any time the amount of Revolving Loans outstanding exceeds the Revolving Loan Commitment, the Borrower shall immediately make a principal payment to the Administrative Agent in the manner and in an amount necessary to be in compliance with Section 2.1 hereof. Any payments made under this Section 3.2(b) shall be subject to Section 4.3 hereof and shall be applied first to Base Rate Loans, then to Eurodollar Revolving Loans in direct order of Interest Period maturities.

3.3 Payment in Full at Maturity.

On the Maturity Date, the entire outstanding principal balance of all Loans, together with accrued but unpaid interest and all other sums owing under this Credit Agreement, shall be due and payable in full, unless accelerated sooner pursuant to Section 10 hereof.

3.4 Fees.

(a) Commitment Fees.

(i) In consideration of the Revolving Loan Commitment being made available by the Lenders hereunder, the Borrower agrees to pay to the Administrative Agent, for the pro rata benefit of each Lender, a per annum fee equal to the Commitment Fee Margin multiplied by the daily average Available Revolving Loan Commitment (the “Commitment Fees”).

(ii) The accrued Commitment Fees shall be due and payable in arrears on each Fee Payment Date (as well as on any date that the Revolving Loan Commitment is reduced) for the immediately preceding fiscal quarter (or portion thereof), beginning with the first of such dates to occur after the Closing Date.

(b) Intentionally Omitted.

(c) Administrative Fees. The Borrower agrees to pay to the Administrative Agent an annual fee as agreed to between the Borrower and the Administrative Agent.

3.5 Place and Manner of Payments.

All payments of principal, interest, fees, expenses and other amounts to be made by the Borrower under this Credit Agreement shall be received not later than 2:00 p.m. on the date when due in Dollars and in immediately available funds, without setoff, deduction, counterclaim or withholding of any kind, by the Administrative Agent at its offices in Connecticut. The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent, the Loans, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent, shall distribute such payment to the Lenders in such manner as it reasonably determines in its sole discretion).

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3.6 Pro Rata Treatment.

Except to the extent otherwise provided herein, all Revolving Loans, each payment or prepayment of principal of any Revolving Loan, each payment of interest on the Revolving Loans, each payment of Commitment Fees, each reduction of the Revolving Loan Commitment, and each conversion or continuation of any Revolving Loans, shall be allocated pro rata among the Lenders in accordance with the respective Commitment Percentages.

3.7 Computations of Interest and Fees.

(a) Except for Base Rate Loans calculated using the Prime Rate, on which interest shall be computed on the basis of a 365 or 366 day year as the case may be, all computations of interest and fees hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days.

(b) It is the intent of the Lenders and the Borrower to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Borrower are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum non-usurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum non-usurious amount, any such construction shall be subject to the provisions of this paragraph and such documents shall be automatically reduced to the maximum non-usurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum lawful amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans of the Borrower or any other indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum non-usurious amount permitted by applicable law.

3.8 Sharing of Payments.

Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit

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Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a participation in Loans made to the Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

3.9 Evidence of Debt.

(a) Each Lender shall maintain an account or accounts evidencing each Loan made by such Lender to the Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender by or for the account of the Borrower from time to time under this Credit Agreement. Each Lender will make reasonable efforts to maintain the accuracy of its account or accounts and to promptly update its account or accounts from time to time, as necessary.

(b) The Administrative Agent shall maintain the Register for the Borrower pursuant to Section 12.3(c), and a subaccount for each Lender, in which Registers and subaccounts (taken together) shall be recorded (i) the amount, type and Interest Period of each such Loan hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from or for the account of the Borrower and each Lender’s share thereof. The Administrative Agent will make reasonable efforts to maintain the accuracy of the subaccounts referred to in the preceding sentence and to promptly update such subaccounts from time to time, as necessary.

(c) The entries made in the accounts, Registers and subaccounts maintained pursuant to subsection (b) of this Section 3.9 (and, if consistent with the entries of the Administrative Agent, subsection (a)) shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain any such account, such Registers or such subaccounts, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay the Loans made by such Lender to the Borrower in accordance with the terms hereof.

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SECTION 4. ADDITIONAL PROVISIONS REGARDING LOANS

4.1 Eurodollar Revolving Loan Provisions.

(a) Unavailability. In the event that the Administrative Agent shall have determined in good faith (i) that U.S. dollar deposits in the principal amounts requested with respect to a Eurodollar Revolving Loan are not generally available in the London interbank Eurodollar market or (ii) that reasonable means do not exist for ascertaining the Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give notice of such determination to the Borrower and the Lenders. In the event of any such determination under clauses (i) or (ii) above, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any request by the Borrower for Eurodollar Revolving Loans shall be deemed to be a request for Base Rate Loans, and (B) any request by the Borrower for conversion into or continuation of Eurodollar Revolving Loans shall be deemed to be a request for conversion into or continuation of Base Rate Loans.

(b) Change in Legality.

(i) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Revolving Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Revolving Loan, then, by written notice to the Borrower and to the Administrative Agent, such Lender may:

(A) declare that Eurodollar Revolving Loans, and conversions to or continuations of Eurodollar Revolving Loans, will not thereafter be made by such Lender to the Borrower hereunder, whereupon any request by the Borrower for, or for conversion into or continuation of, Eurodollar Revolving Loans shall, as to such Lender only, be deemed a request for, or for conversion into or continuation of, Base Rate Loans, unless such declaration shall be subsequently withdrawn; and

(B) require that all outstanding Eurodollar Revolving Loans made by it to the Borrower be converted to Base Rate Loans in which event all such Eurodollar Revolving Loans shall be automatically converted to Base Rate Loans.

In the event any Lender shall exercise its rights under clause (A) or (B) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Revolving Loans that would have been made by such Lender to the Borrower or the converted Eurodollar Revolving Loans of such Lender to the Borrower shall instead be applied to repay the Base Rate Loans made by such Lender to the Borrower in lieu of, or resulting from the conversion of, such Eurodollar Revolving Loans.

(c) Increased Costs. If at any time a Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to the making, the commitment to make or the maintaining of any Eurodollar Revolving Loan because of (i) any change since the date of this Credit Agreement in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the

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introduction of any new law or governmental rule, regulation, guideline or such order) including, without limitation, the imposition, modification or deemed applicability of any reserves, deposits or similar requirements (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Adjusted Eurodollar Rate) or (ii) other circumstances affecting the London interbank Eurodollar market; then the Borrower shall pay to such Lender promptly upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender may determine in its sole discretion) as may be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder.

Each determination and calculation made by a Lender under this Section 4.1 shall, absent manifest error, be binding and conclusive on the parties hereto.

4.2 Capital Adequacy.

If, after the date hereof, any Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to the Borrower to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s (or parent corporation’s) policies with respect to capital adequacy), then, upon notice from such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent corporation) for such reduction. Each determination by any such Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto.

4.3 Compensation.

The Borrower shall compensate each Lender, upon its written request, for all reasonable losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Lender to fund its Eurodollar Revolving Loans to the Borrower) which such Lender may sustain:

(a) if for any reason (other than a default by such Lender or the Administrative Agent) a borrowing of Eurodollar Revolving Loans does not occur on a date specified therefor in a Notice of Borrowing for such Eurodollar Revolving Loan, as the case may be;

(b) if any repayment, continuation or conversion of any Eurodollar Revolving Loan by the Borrower occurs on a date which is not the last day of an Interest Period applicable thereto, including, without limitation, in connection with any demand, acceleration, mandatory prepayment or otherwise (including any demand under this Section 4);

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(c) if the Borrower fails to repay the Eurodollar Revolving Loans when required by the terms of this Credit Agreement; or

(d) upon its assignment of any Eurodollar Revolving Loan other than on the last day of the Interest Period or maturity date applicable thereto as a result of a request by the Borrower pursuant to Section 4.5.

Calculation of all amounts payable to a Lender under this Section 4.3 shall be made as though the Lender has actually funded its relevant Eurodollar Revolving Loan through the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided, however, that each Lender may fund each of its Eurodollar Revolving Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 4.3.

4.4 Taxes.

(a) Tax Liabilities Imposed on a Lender. Any and all payments by the Borrower hereunder or under any of the Credit Documents shall be made, in accordance with the terms hereof and thereof, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by net income and franchise taxes imposed on any Lender by the jurisdiction under the laws of which such Lender is organized or transacting business or any political subdivision thereof (all such non-excluded taxes, being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) the Borrower shall deliver to such Lender evidence of such payment to the relevant Governmental Authority.

(b) Other Taxes. In addition, the Borrower agrees to pay, upon notice from a Lender and prior to the date when penalties attach thereto, all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies of the United States or any state or political subdivision thereof or any applicable foreign jurisdiction that arise from any payment made hereunder by the Borrower or from the execution, delivery or registration of, or otherwise from the Borrower’s participation with respect to, this Credit Agreement (collectively, the “Other Taxes”).

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(c) Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify the Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by the Borrower, make a claim to such Governmental Authority for such Refund at the Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund.

If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

(d) Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Revolving Loan pursuant to the terms of this Credit Agreement) that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, of the United States Internal Revenue Service entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Notes or (2) Form W-8ECI, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such

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successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a “United States person.”

4.5 Mitigation; Mandatory Assignment.

The Administrative Agent and each Lender shall use reasonable efforts to avoid or mitigate any increased cost or suspension of the availability of an interest rate under Sections 4.1 through 4.4 above to the greatest extent practicable (including transferring the Loans to another lending office or Affiliate of a Lender) unless, in the opinion of the Administrative Agent or such Lender, such efforts would be likely to have an adverse effect upon it. In the event a Lender makes a request to the Borrower for additional payments in accordance with Section 4.1, 4.2 or 4.4, then, provided that no Default or Event of Default has occurred and is continuing at such time, the Borrower may, at its own expense (such expense to include any transfer fee payable to the Administrative Agent under Section 12.3(b) and any expense pursuant to Section 4 hereof) and in its sole discretion, require such Lender to transfer and assign in whole (but not in part), without recourse (in accordance with and subject to the terms and conditions of Section 12.3(b)), all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee which shall assume such assigned obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (a) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (b) the Borrower or such Eligible Assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Loans hereunder held by such assigning Lender and all other amounts owed to such assigning Lender hereunder, including amounts owed pursuant to Sections 4.1 through 4.4 hereof.

SECTION 5. RESERVED

SECTION 6. CONDITIONS PRECEDENT

6.1 Closing Conditions.

The obligation of the Lenders to enter into the Credit Documents is subject to satisfaction of the following conditions (all documents described below to be in form and substance acceptable to the Lenders), on or before August 15, 2008:

(a) Credit Documents. Receipt by the Administrative Agent of duly executed copies of: (i) this Credit Agreement and (ii) the other Credit Documents.

(b) Corporate Documents. Receipt by the Administrative Agent of the following:

(i) Charter Documents. Copies of the articles of incorporation or other charter documents of the Borrower certified to be true and complete as of a recent date by

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the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and certified by a secretary or assistant secretary of the Borrower to be true and correct as of the Closing Date.

(ii) Bylaws. A copy of the bylaws of the Borrower certified by a secretary or assistant secretary of the Borrower to be true and correct as of the Closing Date.

(iii) Resolutions. Copies of resolutions of the Board of Directors of the Borrower approving and adopting the Credit Documents, the transactions contemplated herein and therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of the Borrower to be true and correct and in force and effect as of the Closing Date.

(iv) Good Standing. Copies of (a) certificates of good standing, existence or its equivalent with respect to the Borrower certified as of a recent date by the appropriate Governmental Authorities of its jurisdiction of incorporation and (b) to the extent available, a certificate indicating payment of all corporate franchise taxes certified as of a recent date by the appropriate Governmental Authorities of the Borrower’s jurisdiction of incorporation.

(v) Additional Certificates. Copies of incumbency certificates of officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Credit Documents to which the Borrower is a party or is to be a party on the Closing Date.

(c) Closing Certificate. Receipt by the Administrative Agent of a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit 6.1(c), executed by any Assistant Treasurer and the Secretary or any Assistant Secretary of the Borrower, and attaching the documents referred to in subsections 6.1(b).

(d) Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented.

(e) Opinion of Counsel. Receipt by the Administrative Agent of an opinion, or opinions, satisfactory in form and content to the Administrative Agent and the Lenders, addressed to the Administrative Agent and each of the Lenders and dated as of the Closing Date, substantially in the form of Exhibit 6.1(e), from McGuireWoods LLP, legal counsel to the Borrower.

(f) Financial Statements. Receipt and approval by the Administrative Agent and the Lenders of the audited financial statements of the Borrower and its Consolidated Subsidiaries for each of the fiscal years ended as of December 31, 2006 and December 31, 2007 and the unaudited financial statements of the Borrower and its Consolidated Subsidiaries dated as of March 31, 2008.

(g) Consents. Receipt by the Administrative Agent of a written representation from the Borrower that (i) all governmental, shareholder and third party consents and approvals

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necessary or, in the reasonable opinion of the Administrative Agent, advisable in connection with the transactions contemplated hereby have been received and are in full force and effect and (ii) no condition or requirement of law exists which could reasonably be likely to restrain, prevent or impose any material adverse condition on the transactions contemplated hereby, and receipt by the Administrative Agent of copies of any required orders of the Virginia State Corporation Commission or any other state utilities commission approving the Borrower’s execution, delivery and performance of this Credit Agreement and the borrowings hereunder.

(h) No Default; Representations and Warranties. As of the Closing Date (i) there shall exist no Default or Event of Default by the Borrower and (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects.

(i) Material Adverse Effect. No event or condition shall have occurred since the dates of the financial statements delivered pursuant to Section 6.1(f) above that has or would be likely to have a Material Adverse Effect on the Borrower.

(j) Other. Receipt by the Lenders of such other documents, instruments, agreements or information as reasonably requested by any Lender.

The Administrative Agent shall provide written notice to the Borrower and the Lenders upon the occurrence of the Effective Date (as defined in Section 12.15).

6.2 Conditions to Loans.

In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make new Loans to the Borrower (including the initial Loans to be made hereunder) unless:

(a) Request. The Borrower shall have timely delivered a duly executed and completed Notice of Borrowing in conformance with all the terms and conditions of this Credit Agreement.

(b) Representations and Warranties. The representations and warranties made by the Borrower in or pursuant to the Credit Documents are true and correct in all material respects at and as if made as of the date of the funding of the Loans or, if any such representation and warranty was made as of a specific date, such representation and warranty was true and correct in all material respects as of such date; provided, however, that the representation and warranty set forth in clause (ii) of the second paragraph of Section 7.6 hereof need not be true and correct as a condition to the making of any Loans made after the Closing Date.

(c) No Default. On the date of the funding of the Loans, no Default or Event of Default has occurred and is continuing or would be caused by making the Loans.

(d) Availability. Immediately after giving effect to the making of a Loan (and the application of the proceeds thereof), the sum of Loans outstanding shall not exceed the Revolving Loan Commitment.

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The delivery of each Notice of Borrowing shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c) and (d) above.

SECTION 7. REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants to each Lender that:

7.1 Organization and Good Standing.

The Borrower and each Material Subsidiary of the Borrower (other than any Material Subsidiary that is not a corporation) (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (b) is duly qualified and in good standing as a foreign corporation authorized to do business in every jurisdiction where the failure to so qualify would have a Material Adverse Effect on the Borrower and (c) has the requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted. Each Material Subsidiary of the Borrower that is not a corporation (a) is a legal entity duly organized, existing and in good standing under the laws of its jurisdiction of organization, (b) is registered or qualified as an entity authorized to do business in every jurisdiction where the failure to be so registered or qualified would have a Material Adverse Effect on the Borrower and (c) has the requisite power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted.

7.2 Due Authorization.

The Borrower (a) has the requisite corporate power and authority to execute, deliver and perform this Credit Agreement and the other Credit Documents and to incur the obligations herein and therein provided for and (b) is duly authorized to, and has been authorized by all necessary corporate action, to execute, deliver and perform this Credit Agreement and the other Credit Documents.

7.3 No Conflicts.

Neither the execution and delivery of the Credit Documents and the consummation of the transactions contemplated therein, nor the performance of and compliance with the terms and provisions thereof by the Borrower will (a) violate or conflict with any provision of its articles of incorporation or bylaws, (b) violate, contravene or materially conflict with any law, regulation (including without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or materially conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the violation of which could have a Material Adverse Effect on the Borrower or (d) result in or require the creation of any Lien upon or with respect to its properties.

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7.4 Consents.

No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required to be obtained or made by the Borrower in connection with the Borrower’s execution, delivery or performance of this Credit Agreement or any of the other Credit Documents that has not been obtained or made, other than any filings with the Securities and Exchange Commission and other Governmental Authorities that may be required to be made after the date hereof.

7.5 Enforceable Obligations.

This Credit Agreement and the other Credit Documents have been duly executed and delivered and constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors’ rights generally or by general equitable principles.

7.6 Financial Condition.

The financial statements provided to the Lenders pursuant to Section 6.1(f) and pursuant to Section 8.1(a) and (b) present fairly the financial condition, results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of the dates stated therein.

In addition, (i) such financial statements were prepared in accordance with GAAP and (ii) since the latest date of such financial statements, there have occurred no changes or circumstances which have had or would be reasonably expected to have a Material Adverse Effect on the Borrower.

7.7 No Default.

Neither the Borrower nor any of its Material Subsidiaries is in default in any respect under any contract, lease, loan agreement, indenture, mortgage, security agreement or other agreement or obligation to which it is a party or by which any of its properties is bound which default would have or would be reasonably expected to have a Material Adverse Effect on the Borrower.

7.8 Indebtedness.

As of the Closing Date, the Borrower has no Indebtedness except as disclosed in the financial statements referenced in Section 6.1(f) and on Schedule 7.8.

7.9 Litigation.

Except as disclosed in the Borrower’s Annual Report on Form 10-K for the year ended December 31, 2007 and the Borrower’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 or on Schedule 7.9, there are no actions, suits or legal, equitable, arbitration or administrative proceedings, pending or, to the knowledge of the Borrower, threatened against the Borrower or a Material Subsidiary of the Borrower in which there is a reasonable possibility of an adverse decision which would have or would reasonably be expected to have a Material Adverse Effect on the Borrower.

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7.10 Taxes.

The Borrower and each Material Subsidiary of the Borrower has filed, or caused to be filed, all material tax returns (federal, state, local and foreign) required to be filed by it and paid all amounts of taxes shown thereon to be due (including interest and penalties) and has paid all other material taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes which are not yet delinquent or that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP.

7.11 Compliance with Law.

Except as disclosed in the Borrower’s Annual Report on Form 10-K for the year ended December 31, 2007 and the Borrower’s Quarterly Report for the quarter ended March 31, 2008, the Borrower and each Material Subsidiary of the Borrower is in compliance with all laws, rules, regulations, orders and decrees applicable to it, or to its properties, unless such failure to comply would not have a Material Adverse Effect on the Borrower.

7.12 ERISA.

(a) No Reportable Event has occurred and is continuing with respect to any Plan of the Borrower; (b) no Plan of the Borrower has an accumulated funding deficiency determined under Section 412 of the Code; (c) no proceedings have been instituted, or, to the knowledge of the Borrower, planned to terminate any Plan of the Borrower; (d) neither the Borrower, nor any member of a Controlled Group including the Borrower, nor any duly-appointed administrator of a Plan of the Borrower has instituted or intends to institute proceedings to withdraw from any Multiemployer Pension Plan (as defined in Section 3(37) of ERISA); and (e) each Plan of the Borrower has been maintained and funded in all material respects in accordance with its terms and with the provisions of ERISA applicable thereto.

7.13 Government Regulation.

The Borrower is not an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and is not controlled by such a company, nor is otherwise subject to regulation under the Investment Company Act.

7.14 Solvency.

The Borrower is and, after the consummation of the transactions contemplated by this Credit Agreement and the other Credit Documents, will be Solvent.

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SECTION 8. AFFIRMATIVE COVENANTS

The Borrower hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Loans made to it, together with interest, fees and other obligations hereunder, have been paid in full and the Commitments hereunder shall have terminated:

8.1 Information Covenants.

The Borrower will furnish, or cause to be furnished, to the Administrative Agent and each Lender:

(a) Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of the Borrower, a Form 10-K as required to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Exchange Act, which includes financial information required by such Form 10-K, such financial information to be in reasonable form and detail and audited by Deloitte & Touche or another independent registered public accounting firm of recognized national standing reasonably acceptable to the Administrative Agent and whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP (except for changes with which such accountants concur) and shall not be limited as to the scope of the audit or qualified in any respect.

(b) Quarterly Financial Statements. As soon as available, and in any event within 60 days after the close of each of the first three fiscal quarters of the Borrower, a Form 10-Q as required to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Exchange Act, which includes the financial information required by such Form 10-Q, such financial information to be in reasonable form and detail and accompanied by a certificate of the chief financial officer or treasurer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Borrower and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments.

(c) Officer’s Certificate. At the time of delivery of the financial statements provided for in Sections 8.1(a) and 8.1(b) above, a certificate of the chief financial officer, treasurer or assistant treasurer of the Borrower, substantially in the form of Exhibit 8.1(c), (i) demonstrating compliance with the financial covenant contained in Section 8.11 by calculation thereof as of the end of each such fiscal period and (ii) stating that no Default or Event of Default by the Borrower exists, or if any such Default or Event of Default does exist, specifying the nature and extent thereof and what action the Borrower proposes to take with respect thereto.

(d) Reports. Promptly upon transmission or receipt thereof, copies of any filings and registrations with, and reports to or from, the Securities and Exchange Commission, or any successor agency, and copies of all financial statements, proxy statements, notices and reports as the Borrower shall send to its shareholders.

(e) Notices. Upon the Borrower obtaining knowledge thereof, the Borrower will give written notice to the Administrative Agent immediately of (i) the occurrence of an event or condition consisting of a Default or Event of Default, specifying the nature and existence thereof and what action the Borrower proposes to take with respect thereto and (ii) the occurrence of any of the following: (A) the pendency or commencement of any litigation, arbitral or governmental proceeding against the Borrower or a Material Subsidiary of the Borrower which, if adversely determined, is likely to have a Material Adverse Effect, (B) the institution of any proceedings against the Borrower or a Material Subsidiary of the Borrower with respect to, or the receipt of

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notice by such Person of potential liability or responsibility for violation, or alleged violation of any federal, state or local law, rule or regulation, the violation of which would likely have a Material Adverse Effect on the Borrower or (C) any notice or determination concerning the imposition of any withdrawal liability by a Multiemployer Plan against the Borrower or any of its ERISA Affiliates, the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA or the termination of any Plan of the Borrower.

(f) Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Administrative Agent or the Required Lenders may reasonably request.

In lieu of furnishing the Lenders the items referred to in this Section 8.1, the Borrower may make available such items on the Borrower’s corporate website, any Securities and Exchange Commission website or any such other publicly available website as notified to the Administrative Agent and the Lenders.

8.2 Preservation of Existence and Franchises.

The Borrower will do (and will cause each of its Material Subsidiaries to do) all things necessary to preserve and keep in full force and effect its (i) existence and (ii) to the extent material to the conduct of the business of the Borrower or any of its Material Subsidiaries, its rights, franchises and authority; provided that nothing in this Section 8.2 shall prevent any transaction otherwise permitted under Section 9.2 or Section 9.3 or any change in the form of organization (by merger or otherwise) of any Material Subsidiary of the Borrower so long as such change shall not have an adverse effect on the Borrower’s ability to perform its obligations hereunder.

8.3 Books and Records.

The Borrower will keep (and will cause each of its Material Subsidiaries to keep) complete and accurate books and records of its transactions in accordance with good accounting practices on the basis of GAAP (including the establishment and maintenance of appropriate reserves).

8.4 Compliance with Law.

The Borrower will comply (and will cause each of its Material Subsidiaries to comply) with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction would be reasonably expected to have a Material Adverse Effect on the Borrower.

8.5 Payment of Taxes.

The Borrower will pay and discharge all material taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent; provided, however, that the Borrower shall not

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be required to pay any such tax, assessment, charge, levy, or claim which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP.

8.6 Insurance.

The Borrower will at all times maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance and casualty insurance) in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry practice.

8.7 Performance of Obligations.

The Borrower will perform (and will cause each of its Material Subsidiaries to perform) in all material respects all of its obligations under the terms of all agreements that are material to the conduct of the business of the Borrower or any of its Material Subsidiaries and all indentures, mortgages, security agreements or other debt instruments to which it is a party or by which it is bound.

8.8 ERISA.

The Borrower and each of its ERISA Affiliates will (a) at all times make prompt payment of all contributions (i) required under all employee pension benefit plans (as defined in Section 3(2) of ERISA) (“Pension Plans”) and (ii) required to meet the minimum funding standard set forth in ERISA with respect to each of its Plans; (b) promptly upon request, furnish the Administrative Agent and the Lenders copies of each annual report/return (Form 5500 Series), as well as all schedules and attachments required to be filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA, and the regulations promulgated thereunder, in connection with each of its Pension Plans for each Plan Year (as defined in ERISA); (c) notify the Administrative Agent immediately of any fact, including, but not limited to, any Reportable Event arising in connection with any of its Plans, which might constitute grounds for termination thereof by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan, together with a statement, if requested by the Administrative Agent, as to the reason therefor and the action, if any, proposed to be taken in respect thereof; and (d) furnish to the Administrative Agent, upon its request, such additional information concerning any of its Plans as may be reasonably requested. The Borrower will not nor will it permit any of its ERISA Affiliates to (A) terminate a Plan if any such termination would have a Material Adverse Effect on the Borrower or (B) cause or permit to exist any Reportable Event under ERISA or other event or condition which presents a material risk of termination at the request of the PBGC if such termination would have a Material Adverse Effects.

8.9 Use of Proceeds.

The proceeds of the Loans made to the Borrower hereunder may be used solely (a) to provide credit support for the Borrower’s commercial paper, (b) for working capital of the Borrower and its Subsidiaries and (c) for other general corporate purposes.

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None of the proceeds of the Loans made to the Borrower hereunder will be used for the purpose of purchasing or carrying any “margin stock” which violates Regulation U or Regulation X or for the purpose of reducing or retiring in violation of Regulation U or Regulation X any Indebtedness which was originally incurred to purchase or carry “margin stock” or for any other purpose which might constitute this transaction a “purpose credit” in violation of Regulation U or Regulation X.

8.10 Audits/Inspections.

Upon reasonable notice, during normal business hours and in compliance with the reasonable security procedures of the Borrower, the Borrower will permit representatives appointed by the Administrative Agent or the Required Lenders (or, upon a Default or Event of Default, any Lender), including, without limitation, independent accountants, agents, attorneys, and appraisers to visit and inspect the Borrower’s property, including its books and records, its accounts receivable and inventory, the Borrower’s facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Required Lenders (or, upon a Default or Event of Default, any Lender) or the Administrative Agent or its representatives to investigate and verify the accuracy of information provided to the Lenders and to discuss all such matters with the officers, employees and representatives of the Borrower.

8.11 Total Funded Debt to Capitalization.

The ratio of (a) Total Funded Debt to (b) Capitalization for the Borrower shall at all times be less than or equal to .65 to 1.00 (each on a consolidated basis).

SECTION 9. NEGATIVE COVENANTS

The Borrower hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Loans, together with interest, fees and other obligations hereunder, have been paid in full and the Commitments hereunder shall have terminated:

9.1 Nature of Business.

The Borrower will not alter the character of its business from that conducted as of the Closing Date and activities reasonably related thereto and similar and related businesses; provided, however, that the Borrower may transfer Non-Regulated Assets to one or more Wholly-Owned Subsidiaries of the Borrower to the extent permitted under Section 9.3.

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9.2 Consolidation and Merger.

The Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by the Borrower exists:

(a) a Subsidiary of the Borrower may be merged or consolidated with or into the Borrower; provided that the Borrower shall be the continuing or surviving entity; and

(b) the Borrower may merge or consolidate with any other Person if either (i) the Borrower shall be the continuing or surviving entity or (ii) the Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of the Borrower and all of the other obligations of the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request.

9.3 Sale or Lease of Assets.

The Borrower will not convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its business or assets whether now owned or hereafter acquired, it being understood and agreed that the Borrower (or any Subsidiary of the Borrower) may transfer Non-Regulated Assets to one or more Wholly-Owned Subsidiaries of the Borrower, provided that (i) each such Wholly-Owned Subsidiary remains at all times a Wholly-Owned Subsidiary of the Borrower and (ii) the Ratings of the Borrower will not be lowered to less than BBB by S&P, Baa2 by Moody’s or BBB by Fitch in connection with or as a result of such transfer.

9.4 Limitation on Liens.

In the case of VaPower, VaPower shall not, nor shall it permit any of its Material Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for (i) Liens permitted by the VaPower Indenture and (ii) Liens created in the ordinary course of business.

If the Borrower shall pledge as security for any indebtedness or obligations, or permit any Lien as security for Indebtedness or obligations upon, any capital stock owned by it on the date hereof or thereafter acquired, of any of its Material Subsidiaries, the Borrower will secure the outstanding Loans ratably with the indebtedness or obligations secured by such pledge, except for Liens incurred or otherwise arising in the ordinary course of business.

9.5 Fiscal Year.

The Borrower will not change its fiscal year without prior notification to the Lenders.

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SECTION 10. EVENTS OF DEFAULT

10.1 Events of Default.

An Event of Default shall exist upon the occurrence and continuation of any of the following specified events (each an “Event of Default”):

(a) Payment. The Borrower shall:

(i) default in the payment when due of any principal of any of the Loans; or

(ii) default, and such default shall continue for five or more Business Days, in the payment when due of any interest on the Loans or of any fees or other amounts owing hereunder, under any of the other Credit Documents or in connection herewith.

(b) Representations. Any representation, warranty or statement made or deemed to be made by the Borrower herein, in any of the other Credit Documents, or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto shall prove untrue in any material respect on the date as of which it was deemed to have been made.

(c) Covenants. The Borrower shall:

(i) default in the due performance or observance of any term, covenant or agreement contained in Sections 8.2, 8.9, 8.11 or 9.1 through 9.5, inclusive; or

(ii) default in the due performance or observance by it of any term, covenant or agreement contained in Section 8.1(a), (b), (c) or (e) and such default shall continue unremedied for a period of five Business Days after the earlier of the Borrower becoming aware of such default or notice thereof given by the Administrative Agent; or

(iii) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in subsections (a), (b), (c)(i), or (c)(ii) of this Section 10.1) contained in this Credit Agreement or any other Credit Document and such default shall continue unremedied for a period of at least 30 days after the earlier of the Borrower becoming aware of such default or notice thereof given by the Administrative Agent.

(d) Credit Documents. Any Credit Document shall fail to be in full force and effect in all material respects or to give the Administrative Agent and/or the Lenders all material security interests, liens, rights, powers and privileges purported to be created thereby and relating to the Borrower.

(e) Bankruptcy, etc. The occurrence of any of the following with respect to the Borrower or a Material Subsidiary of the Borrower (i) a court or governmental agency having jurisdiction in the premises shall enter a decree or order for relief in respect of the Borrower or a Material Subsidiary of the Borrower in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Borrower or a Material Subsidiary of the Borrower or for any substantial part of its property or ordering the winding up or liquidation of its affairs; or (ii) an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect is commenced against the Borrower or a Material Subsidiary of the Borrower and such petition remains unstayed and in effect for a period

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of 60 consecutive days; or (iii) the Borrower or a Material Subsidiary of the Borrower shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or any substantial part of its property or make any general assignment for the benefit of creditors; or (iv) the Borrower or a Material Subsidiary of the Borrower shall admit in writing its inability to pay its debts generally as they become due or any action shall be taken by such Person in furtherance of any of the aforesaid purposes.

(f) Defaults under Other Agreements. With respect to any Indebtedness (other than Indebtedness of the Borrower outstanding under this Credit Agreement) of the Borrower or a Material Subsidiary of the Borrower in a principal amount in excess of $35,000,000, (i) the Borrower or a Material Subsidiary of the Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

(g) Judgments. One or more judgments, orders, or decrees shall be entered against the Borrower or a Material Subsidiary of the Borrower involving a liability of $35,000,000 or more, in the aggregate, (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage) and such judgments, orders or decrees shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (i) the last day on which such judgment, order or decree becomes final and unappealable and, where applicable, with the status of a judicial lien or (ii) 30 days.

(h) ERISA. (i) The Borrower, or a Material Subsidiary of the Borrower or any member of the Controlled Group including the Borrower shall fail to pay when due an amount or amounts aggregating in excess of $35,000,000 which it shall have become liable to pay under Title IV of ERISA; or (ii) notice of intent to terminate a Plan or Plans of the Borrower which in the aggregate have unfunded liabilities in excess of $35,000,000 (individually and collectively, a “Material Plan”) shall be filed under Title IV of ERISA by the Borrower or any member of the Controlled Group including the Borrower, any plan administrator or any combination of the foregoing; or (iii) the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan of the Borrower; or (iv) a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan of the Borrower must be terminated; or (v) there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the Controlled Group including the Borrower to incur a current payment obligation in excess of $35,000,000.

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(i) Change of Control. The occurrence of any Change of Control.

(j) Existing DRI Credit Agreement. The occurrence of any “Event of Default” under (and as defined in) the Existing DRI Credit Agreement.

10.2 Acceleration; Remedies.

(a) Upon the occurrence of an Event of Default, and at any time thereafter unless and until such Event of Default has been waived by the Required Lenders or cured to the satisfaction of the Required Lenders, the Administrative Agent may with the consent of the Required Lenders, and shall, upon the request and direction of the Required Lenders, by written notice to the Borrower take any of the following actions without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrower, except as otherwise specifically provided for herein:

(i) Termination of Commitments. Declare the Commitments terminated whereupon the Commitments shall be immediately terminated.

(ii) Acceleration of Loans. Declare the unpaid principal of and any accrued interest in respect of all Loans made to the Borrower and any and all other indebtedness or obligations of any and every kind owing by the Borrower to any of the Lenders or the Administrative Agent hereunder to be due whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

(iii) Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents, including, without limitation, all rights of set-off, as against the Borrower.

(b) Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e) shall occur, then the Commitments shall automatically terminate and all Loans made to the Borrower, all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations owing by the Borrower to the Lenders and the Administrative Agent hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders.

(c) Intentionally Omitted.

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10.3 Allocation of Payments After Event of Default.

Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected from the Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against the Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below;

SECOND, to payment of any fees owed to the Administrative Agent or any Lender by the Borrower, pro rata as set forth below;

THIRD, to the payment of all accrued interest payable to the Lenders by the Borrower hereunder, pro rata as set forth below;

FOURTH, to the payment of the outstanding principal amount of the Loans outstanding of the Borrower, pro rata as set forth below;

FIFTH, to all other obligations which shall have become due and payable of the Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and

SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

SECTION 11. AGENCY PROVISIONS

11.1 Appointment.

Each Lender hereby designates and appoints RBS as administrative agent of such Lender to act as specified herein and the other Credit Documents, and each such Lender hereby authorizes the Administrative Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated by the terms hereof and of the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere herein and in the other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall have no rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as agent of the Lenders, and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower.

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11.2 Delegation of Duties.

The Administrative Agent may execute any of its duties hereunder or under the other Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

11.3 Exculpatory Provisions.

Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), or responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the other Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Credit Agreement as “Syndication Agent” or “Co-Documentation Agents” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

11.4 Reliance on Communications.

The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel

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(including, without limitation, counsel to the Borrower, independent accountants and other experts selected by the Administrative Agent with reasonable care). The Administrative Agent may deem and treat the Lenders as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with Section 12.3(b). The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Credit Documents unless it shall first receive such advice or concurrence of the Required Lenders (or to the extent specifically provided in Section 12.6, all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section 12.6, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).

11.5 Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the Borrower referring to the Credit Document, describing such Default or Event of Default and stating that such notice is a “notice of default.” In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be directed by the Required Lenders (or, to the extent specifically provided in Section 12.6, all the Lenders).

11.6 Non-Reliance on Administrative Agent and Other Lenders.

Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower. Except for (i) delivery of the Credit Documents and (ii) notices, reports and other documents expressly required to be furnished to the Lenders by the

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Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

11.7 Indemnification.

Each Lender agrees to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to its Revolving Loan Commitment, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent in its capacity as such in any way relating to or arising out of this Credit Agreement or the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent as proven by the non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder and under the other Credit Documents.

11.8 Administrative Agent in Its Individual Capacity.

The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower as though the Administrative Agent were not Administrative Agent hereunder. With respect to the Loans made by it, the Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though they were not Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

11.9 Successor Administrative Agent.

The Administrative Agent may, at any time, resign upon 30 days written notice to the Lenders. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such

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appointment, then the retiring Administrative Agent’s resignation shall be effective and the Lenders shall perform all obligations of the retiring Administrative Agent until such time, if any, as a successor Administrative Agent shall have been so appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

SECTION 12. MISCELLANEOUS

12.1 Notices.

Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (a) when delivered, (b) when transmitted via telecopy (or other facsimile device) if receipt is confirmed, (c) the Business Day following the day on which the same has been delivered prepaid (or pursuant to an invoice arrangement) to a reputable national overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address or telecopy numbers set forth on Schedule 12.1, or at such other address as such party may specify by written notice to the other parties hereto.

Notices and other communications to any Lender hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that notices or communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address of notification that such notice or communication is available and identifying the website address therefor.

In any event described above, if receipt is not made during the normal business hours of the recipient, then receipt will be deemed to occur upon the opening of the recipient’s next Business Day.

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12.2 Right of Set-Off; Adjustments.

In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 10.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of the Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by the Borrower under this Credit Agreement, receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by the Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

12.3 Benefit of Agreement.

(a) Generally. This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that the Borrower may not assign and transfer any of its interests hereunder (except as permitted by Section 9.2) without prior written consent of the Lenders; and provided further that the rights of each Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in this Section 12.3.

(b) Assignments. Each Lender may assign all or a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its Loans, its Notes, and its Commitment); provided, however , that:

(i) each such assignment shall be to an Eligible Assignee;

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(ii) any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof;

(iii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and

(iv) the parties to such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment Agreement in substantially the form of Exhibit 12.3, together with a processing fee from the assignor of $4,000.

Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4.

By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as

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are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

(c) Register. The Administrative Agent shall maintain a copy of each Assignment Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time by the Borrower (collectively, the “Registers”). The entries in the Registers shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the relevant Register as a Lender hereunder for all purposes of this Credit Agreement. The Registers shall be available for inspection by the Borrower or any Lender, only as to its commitment, at any reasonable time and from time to time upon reasonable prior notice.

(d) Acceptance. Upon its receipt of an assignment agreement executed by the parties thereto, together with any Note subject to such assignment and payment of the processing fee, the Administrative Agent shall, if such Assignment Agreement has been completed and is in substantially the form of Exhibit 12.3, (i) accept such assignment agreement, (ii) record the information contained therein in the Register, (iii) give prompt notice thereof to the parties thereto and (iv) maintain an updated Schedule 1.1 giving effect to such assignment (including the then effective Commitment Percentage of each Lender).

(e) Participations. Each Lender may sell, transfer, grant or assign participations in all or any part of such Lender’s interests and obligations hereunder; provided that (i) such selling Lender shall remain a “Lender” for all purposes under this Credit Agreement (such selling Lender’s obligations under the Credit Documents remaining unchanged) and the participant shall not constitute a Lender hereunder, (ii) no such participant shall have, or be granted, rights to approve any amendment or waiver relating to this Credit Agreement or the other Credit Documents except to the extent any such amendment or waiver would (A) reduce the principal of or rate of interest on or fees in respect of any Loans in which the participant is participating, or (B) postpone the date fixed for any payment of principal (including extension of the Maturity Date or the date of any mandatory prepayment), interest or fees in respect of any Loans in which the participant is participating and (iii) sub-participations by the participant (except to an Affiliate, parent company or Affiliate of a parent company of the participant) shall be permitted with the consent of the Borrower (which, in each case, shall not be unreasonably withheld or delayed and shall not be required during the existence of a Default or Event of Default). In the case of any such participation, the participant shall not have any rights under this Credit Agreement or the other Credit Documents (the participant’s rights against the selling Lender in respect of such participation to be those set forth in the participation agreement with such Lender creating such participation) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; provided, however, that such

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participant shall be entitled to receive additional amounts under Section 4 to the same extent that the Lender from which such participant acquired its participation would be entitled to the benefit of such cost protection provisions.

(f) Payments. No Eligible Assignee, participant or other transferee of any Lender’s rights shall be entitled to receive any greater payment under Section 4 than such Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower’s written consent.

(g) Nonrestricted Assignments. Notwithstanding any other provision set forth in this Credit Agreement, any Lender may at any time assign and pledge all or any portion of its Loans and its Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A and any operating circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.

(h) Information. Any Lender may furnish any information concerning the Borrower or any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants) who is notified of the confidential nature of the information and agrees to use its reasonable best efforts to keep confidential all non-public information from time to time supplied to it.

12.4 No Waiver; Remedies Cumulative.

No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Borrower and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand.

12.5 Payment of Expenses, etc.

The Borrower agrees to: (a) pay all reasonable out-of-pocket costs and expenses of (i) the Administrative Agent in connection with the negotiation, preparation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of outside legal counsel to the Administrative Agent) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (ii) of the Administrative Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in

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connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Administrative Agent and each of the Lenders) against the Borrower; and (b) indemnify the Administrative Agent and each Lender and its Affiliates, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender or its Affiliates is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified).

12.6 Amendments, Waivers and Consents.

Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrower; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby:

(a) extend the Maturity Date;

(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;

(c) reduce or forgive the principal amount of any Loan;

(d) increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);

(e) release the Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations;

(f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 10.1(a), 11.7, 12.2, 12.3 or 12.5; or

(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders.

Notwithstanding the above, no provisions of Section 11 may be amended or modified without the consent of the Administrative Agent and no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent without the prior written consent of the Administrative Agent.

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Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein.

12.7 Counterparts; Telecopy.

This Credit Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Credit Agreement to produce or account for more than one such counterpart. Delivery of executed counterparts by facsimile shall be effective as an original and shall constitute a representation that an original will be delivered.

12.8 Headings.

The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement.

12.9 Defaulting Lender.

Each Lender understands and agrees that if such Lender is a Defaulting Lender then it shall not be entitled to vote on any matter requiring the consent of the Required Lenders or to object to any matter requiring the consent of all the Lenders; provided, however, that all other benefits and obligations under the Credit Documents shall apply to such Defaulting Lender.

12.10 Survival of Indemnification and Representations and Warranties.

All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

12.11 GOVERNING LAW.

THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Borrower irrevocably consents to the service of process out of any competent court in any action or proceeding brought in connection with this Credit Agreement by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 12.1, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by law.

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12.12 WAIVER OF JURY TRIAL.

EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.13 Severability.

If any provision of any of the Credit Documents is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

12.14 Entirety.

This Credit Agreement together with the other Credit Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the transactions contemplated herein and therein.

12.15 Binding Effect.

This Credit Agreement shall become effective at such time (the “Effective Date”) when all of the conditions set forth in Section 6.1 have been satisfied or waived by the Lenders and this Credit Agreement shall have been executed by the Borrower and the Administrative Agent, and the Administrative Agent shall have received copies (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and permitted assigns.

12.16 Submission to Jurisdiction.

The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Credit Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Credit Agreement shall affect any right that the Administrative Agent or any Lender may

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otherwise have to bring any action or proceeding relating to this Credit Agreement against the Borrower or its properties in the courts of any jurisdiction. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Credit Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Borrower also hereby irrevocably and unconditionally waives any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

12.17 Confidentiality. Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by the Borrower pursuant to this Credit Agreement that is designated by the Borrower as confidential; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any of its Affiliates, (b) subject to an agreement to comply with the provisions of this Section or other provisions at least as restrictive as this Section, (i) to any actual or prospective Assignee or participant or (ii) to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to the Borrower and its obligations, (c) to its employees, directors, agents, attorneys and accountants or those of any of its affiliates, (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any requirement of law, (f) if required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Credit Document.

12.18 Designation of SPVs.

Notwithstanding anything to the contrary contained herein, any Lender, (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by such Granting Lender to the Administrative Agent and the Borrower, the option to fund all or any part of any Loan that such Granting Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to fund any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPV shall have any voting rights pursuant to Section 12.6 and (iv) with respect to notices, payments and other matters hereunder, the Borrower, the Administrative Agent and the Lenders shall not be obligated to deal with an SPV, but may limit their communications and other dealings relevant to such SPV to the applicable Granting Lender. The funding of a Loan by an SPV hereunder shall utilize the Revolving Loan Commitment of the Granting Lender to the same extent that, and as if, such Loan were funded by such Granting Lender.

50

As to any Loans or portion thereof made by it, each SPV shall have all the rights that its applicable Granting Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however, that each SPV shall have granted to its Granting Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Credit Agreement (and any related documents) and to exercise on such SPV’s behalf, all of such SPV’s voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Granting Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Granting Lender as agent for such SPV.

Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.

In addition, notwithstanding anything to the contrary contained in this Credit Agreement, any SPV may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 12.17 may not be amended without the written consent of any Granting Lender affected thereby.

12.19 USA Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

12.20 No Fiduciary Duty. The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower. The Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lender Parties and the Borrower, its stockholders or its affiliates.

[Remainder of Page Intentionally Left Blank]

51

Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written.

DOMINION RESOURCES, INC., as the Borrower

By:

Name:

Title:

[Dominion Resources 364-Day Credit Agreement Signature Page]

By:

Name:

Emily Freedman

Title:

Vice President

[Dominion Resources 364-Day Credit Agreement Signature Page]

BARCLAYS BANK PLC, as Syndication Agent and as a Lender

By:

Name::

Nicholas A. Bell

Title

Director

[Dominion Resources 364-Day Credit Agreement Signature Page]

MORGAN STANLEY BANK, as Syndication Agent and as a Lender

By:

Name: Daniel Twenge

Title: Authorized Siganatory

[Dominion Resources 364-Day Credit Agreement Signature Page]

CITIBANK N.A., as Co-Documentation Agent and as a Lender

By: Amit Vasani

Name: Amit Vasani

Title: VP

[Dominion Resources 364-Day Credit Agreement Signature Page]

THE BANK OF NOVA SCOTIA, as Co-Documentation Agent and as a Lender

By:

Name:

FRANK F. SANDLER

Title:

MANAGING DIRECTOR

[Dominion Resources 364-Day Credit Agreement Signature Page]

BAYERISCHE HYPO- UND VEREINSBANK

AG, New York Branch, as a Lender

By:

Name: Ken Hamilton

Title: Director

By:

Name: Shannon Batchman

Title: Director

[Dominion Resources 364-Day Credit Agreement Signature Page]

CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender

By:

Name: BRIAN CALDWELL

Title: DIRECTOR

By:

Name: MORENIKEJI AJAYI

Title: ASSOCIATE

[Dominion Resources 364-Day Credit Agreement Signature Page]

JPMORGAN CHASE BANK, N.A., as a Lender

By:

Name: Michael J. DeForge

Title: Executive Director

[Dominion Resources 364-Day Credit Agreement Signature Page]

LEHMAN BROTHERS COMMERCIAL BANK

By:

Name: BRIAN HALBEISEN

Title: VP

[Dominion Resources 364-Day Credit Agreement Signature Page]

MERRILL LYNCH BANK USA, as a Lender

By:

Name:David Millett

Title:Vice President

[Dominion Resources 364-Day Credit Agreement Signature Page]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Lender

By:

Name: NICHOLAS R.BATTISTA

Title: AUTHORIZED SIGNATORY

[Dominion Resources 364-Day Credit Agreement Signature Page]

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:

Name: Felicia La Ferqia

Title: SVP

[Dominion Resources 364-Day Credit Agreement Signature Page]

UBS LOAN FINANCE LLC, as a Lender

By:

Name:

Title:

Iria R. Otsa

Associate Director

Banking Products

Services, US

Mary E. Evans

Associate Director

Banking Products

Services, US

[Dominion Resources 364-Day Credit Agreement Signature Page]

William Street LLC

Name: Mark Walton

Title: Authorized Signatory

Goldman Sachs Credit Partners

Name: Mark Walton

Title: Authorized Signatory

(Dominion Resources 364-Day Credit Agreement)

Schedule 1.1

COMMITMENT PERCENTAGES

	COMMITMENT	PERCENTAGE
THE ROYAL BANK OF SCOTLAND plc	[CONFIDENTIAL]*	[CONFIDENTIAL]*
CITIBANK N.A.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
CREDIT SUISSE, CAYMAN ISLAND BRANCH	[CONFIDENTIAL]*	[CONFIDENTIAL]*
MORGAN STANLEY BANK	[CONFIDENTIAL]*	[CONFIDENTIAL]*
BARCLAYS BANK PLC	[CONFIDENTIAL]*	[CONFIDENTIAL]*
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH	[CONFIDENTIAL]*	[CONFIDENTIAL]*
U.S. BANK NATIONAL ASSOCIATION	[CONFIDENTIAL]*	[CONFIDENTIAL]*
WILLIAM STREET LLC	[CONFIDENTIAL]*	[CONFIDENTIAL]*
GOLDMAN SACHS CREDIT PARTNERS L.P	[CONFIDENTIAL]*	[CONFIDENTIAL]*
JPMORGAN CHASE BANK, N.A.	[CONFIDENTIAL]*	[CONFIDENTIAL]*
LEHMAN BROTHERS COMMERCIAL BANK	[CONFIDENTIAL]*	[CONFIDENTIAL]*
MERRILL LYNCH BANK USA	[CONFIDENTIAL]*	[CONFIDENTIAL]*
THE BANK OF NOVA SCOTIA	[CONFIDENTIAL]*	[CONFIDENTIAL]*
UBS LOAN FINANCE LLC	[CONFIDENTIAL]*	[CONFIDENTIAL]*
BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH	[CONFIDENTIAL]*	[CONFIDENTIAL]*
TOTAL	$500,000,000	100%

* Confidential treatment has been requested for the redacted portions of this agreement pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential, redacted portions have been filed separately with the United States Securities and Exchange Commission.

SCHEDULE 7.8 INDEBTEDNESS

On June 12, 2008, Dominion Resources, Inc. (the Company) entered into an underwriting agreement (the Series A and Series B Senior Notes Underwriting Agreement) with Barclays Capital Inc.; Citigroup Global Markets Inc.; J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representatives for the underwriters named in the Series A and Series B Senior Notes Underwriting Agreement, for the sale of $500,000,000 aggregate principal amount of the Company’s 2008 Series A 6.40% Senior Notes due 2018 and $400,000,000 aggregate principal amount of the Company’s 2008 Series B 7.0% Senior Notes due 2038. Such Senior Notes, which are designated the 2008 Series A 6.40% Senior Notes due 2018 and the 2008 Series B 7.0% Senior Notes due 2038, are Senior Debt Securities that were registered by the Company pursuant to a registration statement on Form S-3 under Rule 415 under the Securities Act of 1933, as amended, which registration statement became effective on February 13, 2006 (File No. 333-131810).

Also on June 12, 2008, the Company entered into an underwriting agreement (the Series C Senior Notes Underwriting Agreement) with Barclays Capital Inc.; Citigroup Global Markets Inc.; J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representatives for the underwriters named in the Series C Senior Notes Underwriting Agreement, for the sale of $300,000,000 aggregate principal amount of the Company’s 2008 Series C Floating Rate Senior Notes due 2010. Such Senior Notes, which are designated the 2008 Series C Floating Rate Senior Notes due 2010, are Senior Debt Securities that were registered by the Company pursuant to a registration statement on Form S-3 under Rule 415 under the Securities Act of 1933, as amended, which registration statement became effective on February 13, 2006 ( File No. 333-131810).

SCHEDULE 7.9 LITIGATION

Cove Point Expansion—Docket Nos. CP05-130-000, CP05-131-000 and CP05-132-000

In 2006, FERC approved the proposed expansion of our Cove Point terminal and DTI pipeline and the commencement of construction of such project. Such expansion included the installation of two new LNG storage tanks at our Cove Point terminal, each capable of storing 160,000 cubic meters of LNG and expansion of our Cove Point pipeline to approximately 1,800,000 dekatherms per day. In addition, our DTI gas pipeline and storage system would be expanded by building 81 miles of pipeline, two compressor stations in Pennsylvania and other upgrades. We have commenced construction and anticipate that these projects will be placed into service in 2008.

In 2007, Washington Gas Light Company (WGL) petitioned the D.C. Circuit Court of Appeals for review of FERC’s orders. Prior to FERC’s final order approving the Cove Point expansion, WGL had asked FERC to delay its approval based on its assertion that leaks on its system were caused by the composition of gas received from the Cove Point pipeline. FERC rejected WGL’s claims, concluding that the leaks were a result of other defects in WGL’s system, not the composition of the LNG received from Cove Point. In July 2008, the D.C. Circuit Court of Appeals affirmed FERC’s rulings on a number of important issues, including FERC’s findings that the leaks were the result of defects on WGL’s system and that Dominion is not responsible for repairs. However, the court vacated FERC’s orders to the extent that these orders approved the expansion and remanded the case back to FERC so that FERC could more fully explain whether the expansion could go forward without causing unsafe leakage on WGL’s system.

Clean Air Interstate Rule

In July 2008, the U.S. Court of Appeals for the District of Columbia issued a ruling that vacates the Clean Air Interstate Rule (CAIR) as promulgated by the EPA. The ruling will be deferred during the 45-day period allowed for the filing of any petitions for rehearing. At this time we cannot determine if this ruling will be appealed. The primary effects of the Court’s decision are the eliminations of (i) emission reduction targets and timetables for sulfur dioxide (SO2) and nitrogen oxides (NOX) that were beyond those reductions already required under the Clean Air Act’s Acid Rain Program; (ii) the CAIR annual NOX emissions allowance cap and trade program; and (iii) the CAIR requirement to surrender SO2 allowances under the Acid Rain Program at a 2:1 ratio starting in 2010 and a 2.86:1 ratio starting in 2015. Remaining in effect are the EPA NOX State Implementation Plan Call regulation applicable to summertime NOX emissions under a cap and trade program and the Acid Rain Program for SO2 reductions.

Schedule 12.1

LIST OF NOTICES

THE ROYAL BANK OF SCOTLAND plc Credit Contact: Shawn O’Hara The Royal Bank of Scotland plc 101 Park Avenue New York, New York 10178	Fax: (212) 401-3456
Administrative Contact: David Vitti The Royal Bank of Scotland plc 600 Steamboat Road Greenwich CT 06830	Fax: (212) 401-1494
CITIBANK N.A. Ben Preston, Loan Administrator 1615 Brett Road New Castle, Delaware 19720	Fax: (212) 994-0847
CREDIT SUISSE, CAYMAN ISLAND BRANCH Credit Contact: Brian Caldwell Eleven Madison Avenue New York, New York 10010	Fax: (212) 743-2042
Administrative Contact: Loan Closers One Madison Avenue New York, New York 10010	Fax: (212) 538-9120          (212) 538-3477
MORGAN STANLEY BANK MSLOANSERVICING 1000 Lancaster Street Baltimore, MD 21202 msloanservicing@morganstanley.com	Fax: (718) 233-2140
BARCLAYS BANK PLC Primary Credit Contact: Alicia Borys Barclays Capital 200 Park Avenue, 3rd Floor New York, New York 10166	Fax: (212) 412-7600

Administrative Contact: Barclays Capital Services LLC 200 Cedar Knolls Road Whippany, New Jersey 07981	Fax: (973) 576-3014
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH Primary Contact: Alan Reiter, Vice President Bank of Tokyo-Mitsubishi UFJ Trust Company 1251 Avenue of the Americas, 12th Floor New York, New York 10020-1104	Fax: (212) 782-6440
Operations Contact: Mr. Rolando Uy, AVP, Loan Operations Dept. BTM Operations Office for the Americas c/o The Bank of Tokyo-Mitsubishi UFJ, Ltd., NY Branch 1251 Avenue of the Americas, 12th Floor New York, New York 10020-1104	Fax: (201) 521-2304          (201) 521-2305
U.S. BANK NATIONAL ASSOCIATION Eric Cosgrove, Vice President 425 Walnut Street, 8th Floor ML CN-OH W8 Cincinnati, Ohio 45202	Fax: (513) 632-4894
WILLIAM STREET LLC Muhammad Khan, Michael Tanney or Brian Crimmel 30 Hudson Street, 17th Floor Jersey City, New Jersey 07302	Fax: (917) 977-3966
GOLDMAN SACHS CREDIT PARTNERS L.P Barbara Fabbri, Michelle Latzoni or Cally Hew 30 Hudson Street, 17th Floor Jersey City, New Jersey 07302	Fax: (212) 357-4597
JPMORGAN CHASE BANK, N.A. Credit Contact: Michael J. DeForge, Executive Director 270 Park Avenue, 4th Floor New York, New York 10017	Fax: (212) 270-3089

Loan Operations Contact: Sushma Charania JP Morgan Chase Loan Services 1111 Fannin Street, 10th Floor Houston, Texas 77002	Fax: (713) 750-6307
LEHMAN BROTHERS COMMERCIAL BANK Operations Contact: Winnie Chin Lehman Brothers Deal Closing & Servicing Department 745 7th Avenue, 16th Floor New York, New York 10019	Fax: (212) 220-9606
Credit Contact: Janine Shugan Lehman Brothers Commercial Bank c/o Lehman Brothers High Grade Loan Portfolio Group 745 7th Avenue, 5th Floor New York, New York 10019	Fax: (917) 522-0139
MERRILL LYNCH BANK USA Credit Contact: Darryl Johnson 201 S. Main Street, Suite 200 Salt Lake City, Utah 84111	Fax: (801) 531-7470
Administrative Contact: Mark Cannon 201 S. Main Street, Suite 200 Salt Lake City, Utah 84111	Fax: (801) 359-4667
THE BANK OF NOVA SCOTIA Primary Contact: Rayan Karim Scotia Capital Corporate Manager 720 King St. West 2nd Floor, Toronto, Ontario M5V 2T3	Fax: (212) 225-5709

Secondary Contact: Mona Nagpaul Scotia Capital Corporate Loan Officer 720 King St. West 2nd Floor, Toronto, Ontario M5V 2T3
UBS LOAN FINANCE LLC Iris Choi UBS Loan Finance LLC 677 Washington Boulevard Stamford, Connecticut 06901	Fax: (203) 719-3888
BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH
Primary Credit Contact: William Hunter, Director 150 East 42nd Street New York, New York 10017	Fax: (212) 672-5530
Primary Operations Contact: Tina Chung, Vice President 150 East 42nd Street New York, New York 10017	Fax: (212) 672-5691

Exhibit 2.2(a)

FORM OF NOTICE OF BORROWING

Pursuant to Section 6.2(a) of the 364-Day Revolving Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of July 30, 2008, among Dominion Resources, Inc., a Virginia corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), The Royal Bank of Scotland plc, a public limited company incorporated in the United Kingdom and registered under the laws of Scotland, as Administrative Agent and the other agents party thereto, the undersigned hereby delivers this Notice of Borrowing.

The Borrower hereby requests that a [Eurodollar Revolving/ Base Rate] Loan be made in the aggregate principal amount of              on              , 200     [with an Interest Period of      [days][months]].

The undersigned hereby certifies as follows:

(a) The representations and warranties made by the Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof [and the Borrower hereby certifies that the proceeds of this Loan will be used to repay its commercial paper program][; provided that the representation and warranty set forth in clause (ii) of the second paragraph of Section 7.6 of the Credit Agreement need not be true and correct as a condition to any borrowing utilized by the Borrower] ¹; and

(b) No Default or Event of Default has occurred and is continuing on the date hereof or after giving effect to the Loans and other extensions of credit requested to be made on such date.

Capitalized terms used herein and not defined herein shall have the meanings given to them in the Credit Agreement.

The Borrower agrees that if prior to the time of the borrowing requested hereby any matter certified to herein by it will not be true and correct in all material respects at such time as if then made, it will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of the borrowing requested hereby the Administrative Agent shall receive written notice to the contrary from the Borrower, each matter certified to herein shall be deemed once again to be certified as true and correct in all material respects at the date of such borrowings as if then made.

¹ include with any Notice of Borrowing delivered after the Closing Date.

Please wire transfer the proceeds of the borrowing as directed by the Borrower on the attached Schedule 1.

The Borrower has caused this Notice of Borrowing to be executed and delivered, and the certification and warranties contained herein to be made, by its [Treasurer] this      day of         , 200    .

DOMINION RESOURCES, INC.

By:

Name:

Title:

Exhibit 2.2(c)

FORM OF NOTICE OF CONVERSION/CONTINUATION

Pursuant to Section 2.2(c) of the 364-Day Revolving Credit Agreement, dated as of July 30, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dominion Resources, Inc., a Virginia corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), The Royal Bank of Scotland plc, a public limited company incorporated in the United Kingdom and registered under the laws of Scotland, as Administrative Agent and the other agents party thereto, this represents the Borrower’s request to convert or continue Revolving Loans as follows:

1.	Date of conversion/continuation:
2.	Amount of Revolving Loans being converted/continued: $
3.	Type of Revolving Loans being converted/continued:
	¨	a.	Eurodollar Revolving Loans
	¨	b.	Base Rate Loans
4.	Nature of conversion/continuation:
	¨	a.	Conversion of Base Rate Loans to Eurodollar Revolving Loans
	¨	b.	Conversion of Eurodollar Revolving Loans to Base Rate Loans
	¨	c.	Continuation of Eurodollar Revolving Loans as such
5.	Interest Periods:
	If Revolving Loans are being continued as or converted to Eurodollar Revolving Loans, the duration of the new Interest Period that commences on the conversion/ continuation date:                      month(s)

In the case of a conversion to or continuation of Eurodollar Revolving Loans, the undersigned officer, to the best of his or her knowledge, on behalf of the Borrower, certifies that no Default or Event of Default has occurred and is continuing under the Credit Agreement.

Capitalized terms used herein and not defined herein shall have the meanings given to them in the Credit Agreement.

DATED:	DOMINION RESOURCES, INC.
	By:
	Name:
	Title:

Exhibit 2.7(a)

FORM OF REVOLVING LOAN NOTE

$	New York, New York
	,

FOR VALUE RECEIVED, the undersigned, Dominion Resources, Inc., a Virginia Corporation hereby unconditionally promises to pay on the Maturity Date to the order of                     (the “Lender”) at the office of The Royal Bank of Scotland plc located at The Royal Bank of Scotland plc, 600 Steamboat Road, Greenwich, Connecticut 06830, in lawful money of the United States of America and in immediately available funds, the lesser of (a)                      DOLLARS ($        ) and (b) the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the undersigned pursuant to Section 2.1 of the Credit Agreement. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates per annum and on the dates specified in Section 3.1 of the Credit Agreement, until paid in full (both before and after judgment to the extent permitted by law). The holder of this Revolving Loan Note is hereby authorized to endorse the date, amount, type, interest rate and duration of each Revolving Loan made or converted by the Lender to the undersigned, the date and amount of each repayment of principal thereof, and, in the case of Eurodollar Revolving Loans, the Interest Period with respect thereto, on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information so endorsed; provided, however, that failure by any holder to make any such recordation on such schedules or continuation thereof shall not in any manner affect any of the obligations of the undersigned to make payments of principal and interest in accordance with the terms of this Revolving Loan Note and the Credit Agreement.

This Revolving Loan Note is one of the Revolving Loan Notes referred to in the 364-Day Revolving Credit Agreement dated as of July 30, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dominion Resources, Inc., the several banks and other financial institutions from time to time parties thereto, The Royal Bank of Scotland plc, as Administrative Agent and the other agents party thereto, is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein.

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving Loan Note shall become, or may be declared to be, immediately due and payable as provided therein.

This Revolving Loan Note shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

DOMINION RESOURCES, INC.

By:

Name:

Title:

Schedule I to

Revolving

Loan Note

BASE RATE LOANS AND CONVERSIONS AND

REPAYMENTS OF PRINCIPAL

Date Amount of Base Rate Loans Amount of Base Rate Loans Converted into
Eurodollar Revolving Loans Amount of
Eurodollar Revolving Loans Converted into Base Rate Loans Amount of
Principal Repaid Unpaid Principal Balance Notation Made by

Schedule II to

Revolving

Loan Note

EURODOLLAR REVOLVING LOANS AND CONVERSIONS

AND REPAYMENTS OF PRINCIPAL

Date Amount of
Eurodollar
Revolving Loans Interest Period Amount of Base Rates Loans Converted into Eurodollar
Revolving Loans Amount of
Eurodollar
Revolving Loans Converted into Base Rate Loans Amount of
Principal Repaid Unpaid Principal Balance Notation
Made by

Exhibit 6.1(c)

FORM OF CLOSING CERTIFICATE

Pursuant to Section 6.1(c) of the 364-Day Revolving Credit Agreement dated as of July 30, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dominion Resources, Inc., the several banks and other financial institutions from time to time parties thereto, The Royal Bank of Scotland plc, as Administrative Agent and the other agents party thereto, the undersigned Assistant Treasurer of Dominion Resources, Inc. (the “Borrower”) (solely in his or her capacity as such and not personally) hereby certifies as follows:

1. The representations and warranties made by the Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date hereof with the same effect as if made on such date;

2. The conditions precedent set forth in Section 6.1 of the Credit Agreement have been satisfied;

3. On the date hereof, no Default or Event of Default has occurred;

4.                     is and at all times since                  ,          has been the duly elected and qualified [Assistant] Secretary of the Borrower and the signature set forth on the signature line for such officer below is such officer’s true and genuine signature;

and the undersigned [Assistant] Secretary of the Borrower hereby certifies as follows:

5. The Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Virginia;

6. Attached hereto as Exhibit A is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower (or a duly authorized committee thereof) on                          , 2008 authorizing (i) the execution, delivery and performance of the Credit Agreement and (ii) the borrowings contemplated thereunder; such resolutions have not in any way been amended, modified, revoked or rescinded and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect; and such resolutions are the only corporate proceedings of the Borrower now in force relating to or affecting the matters referred to therein; attached hereto as Exhibit B is a true and complete copy of the By-Laws of the Borrower as in effect at all times since                          ,          to and including the date hereof; and attached hereto as Exhibit C is a true and complete copy of the Articles of Incorporation as in effect at all times since                          ,         , to and including the date hereof; and attached hereto as Exhibit D is a certified copy of the Borrower’s good standing certificate or its equivalent and, if available, a tax good standing certificate of the Borrower.

7. All governmental, shareholder and third party consents (including Securities and Exchange Commission clearance) and approvals necessary or desirable in connection with the transactions contemplated hereby have been received and are in full force and effect and no condition or requirement of law exists which could reasonably be likely to restrain, prevent or impose any material adverse condition on the transactions contemplated by the Credit Agreement, and attached hereto are copies of any required orders of the Virginia State Corporation Commission or any other state utilities commission approving the Borrower’s execution, delivery and performance of the Credit Agreement and the borrowings thereunder.

8. The following persons are now duly elected and qualified officers of the Borrower, holding the offices indicated next to their respective names below, and such officers have held such offices with the Borrower at all times since                  ,          to and including the date hereof, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is an authorized signatory of the Borrower and is duly authorized to execute and deliver on behalf of the Borrower, any and all notes, notices, documents, statements and papers under and relating to the Credit Agreement, and otherwise to act as an authorized signatory of the Borrower under the Credit Documents and all other documents to be executed in connection therewith for all purposes:

Name Office Signature

IN WITNESS WHEREOF, the undersigned have hereunto set our names.

By:			By:
Name:			Name:
Title:	Assistant Treasurer		Title:	[Assistant] Secretary
		Date

Exhibit 6.1(e)

FORM OF LEGAL OPINION

[see attached]

July 30, 2008

Each of the Lender Parties

  referenced below

Dominion Resources, Inc.

Ladies and Gentlemen:

We have acted as special counsel to Dominion Resources, Inc., a Virginia corporation (the “Borrower”), in connection with the transactions contemplated by the $500,000,000 364-Day Revolving Credit Agreement dated as of July 30, 2008 (the “Credit Agreement”), among the Borrower, the several banks and other financial institutions from time to time parties thereto (the “Lenders”), The Royal Bank of Scotland, plc, as Administrative Agent (in such capacity, the “Agent”; the Agent and the Lenders are collectively referred to as the “Lender Parties” and individually as a “Lender Party”), Barclays Bank plc and Morgan Stanley Bank, as Co-Syndication Agents, and Citibank N.A. and The Bank of Nova Scotia, as Co-Documentation Agents. This opinion letter is furnished to you pursuant to Section 6.1(e) of the Credit Agreement. Unless otherwise defined herein, terms used herein have the meanings provided for in the Credit Agreement.

Documents Reviewed

In connection with this opinion letter, we have examined the Credit Agreement and have also examined, and relied upon, the following:

(i) a certificate from the secretary or assistant secretary of the Borrower certifying as to true and correct copies of the articles of incorporation, bylaws and board of directors resolutions of the Borrower (the “Organizational Documents”) and as to the incumbency and specimen signatures of officers authorized to execute the Credit Agreement on behalf of the Borrower;

(ii) a certificate issued by the State Corporation Commission of Virginia attesting to the continued existence and good standing of the Borrower in the Commonwealth of Virginia (the “Good Standing Certificate”); and

(iii) a Certificate of the Borrower, a copy of which is attached as Annex A hereto (the “Borrower’s Certificate”), together with (A) the indentures, mortgages, deeds of trust, credit agreements, guarantees and other agreements referred to on

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Schedule I thereto (collectively, the “Reviewed Agreements”) and (B) the orders, writs, injunctions, decrees and judgments referred to on Schedule II thereto (collectively, the “Reviewed Orders”).

We have also reviewed originals, or copies identified to our satisfaction as being true copies, of such other records, documents and other instruments, and made such other investigations, as we have deemed necessary or appropriate for the purposes of this opinion letter.

Assumptions Underlying Our Opinions

For all purposes of the opinions expressed herein, we have assumed, without independent investigation, the following:

(a) Factual Matters. To the extent that we have reviewed and relied upon (i) certificates of the Borrower, (ii) representations of the Borrower set forth in the Credit Agreement and (iii) certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with regard to factual matters.

(b) Contrary Knowledge of Addressee. No addressee of this opinion letter has any actual knowledge that any of our factual assumptions is inaccurate.

(c) Signatures. The signatures of individuals signing the Credit Agreement are genuine and, except as to those individuals signing on behalf of the Borrower, are authorized.

(d) Authentic and Conforming Documents. All documents submitted to us as originals are authentic, complete and accurate, and all documents submitted to us as copies conform to authentic original documents.

(e) Capacity of Certain Parties. All parties to the Credit Agreement (other than the Borrower) have the capacity and full power and authority to execute, deliver and perform the Credit Agreement and the documents required or permitted to be delivered and performed thereunder.

(f) Credit Agreement Binding on Certain Parties. Except with respect to the Borrower, the Credit Agreement and the documents required or permitted to be delivered thereunder have been duly authorized by all necessary corporate or other action on the part of the parties thereto, have been duly executed and delivered by such parties and are legal, valid and binding obligations enforceable against such parties in accordance with their terms.

(g) Noncontravention. Neither the execution, delivery and performance of the Credit Agreement by any party thereto nor the compliance by any party thereto with the terms and provisions thereof will conflict with or result in a breach or violation of (i) any law or regulation of any jurisdiction (other than the laws and regulations applicable to the Borrower specified in paragraph 4(a) of our opinions), (ii) any order, writ, injunction or decree of any court or governmental instrumentality or agency other than the Reviewed Orders or (iii) any agreement or instrument other than the Reviewed Agreements.

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(h) Consents for Certain Parties. All necessary consents, authorizations, approvals, permits or certificates (governmental and otherwise) which are required as a condition to the execution and delivery of the Credit Agreement by the parties thereto (other than, in the case of the Borrower, the governmental consents, approvals and authorizations referred to in paragraph 5 of our opinions) and to the consummation by such parties of the transactions contemplated thereby have been obtained.

(i) Accurate Description of Parties’ Understanding. The Credit Agreement accurately describes and contains the mutual understanding of the parties, and there are no oral or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any of the terms thereof.

(j) Use of Proceeds. With respect to our opinion in paragraph 4(a) as it relates to Regulations T, U and X of the Board of Governors of the Federal Reserve System, the Borrower will comply with the provisions of the Credit Agreement relating to the use of proceeds.

(k) Reviewed Agreements and Reviewed Orders. With respect to our opinion in paragraph 4(c), if the law governing any Reviewed Agreement or any Reviewed Order is the law of a state other than the State of New York, the law governing each such Reviewed Agreement and Reviewed Order would have the same effect as the law of the State of New York.

Opinions

Based on and subject to the foregoing and the exclusions, qualifications and other assumptions set forth in this opinion letter, we are of the opinion that:

1. Organizational Status. Based solely upon the Good Standing Certificate, the Borrower is a validly existing corporation in good standing under the laws of the Commonwealth of Virginia as of the date set forth in the Good Standing Certificate.

2. Power and Authority. The Borrower has the corporate power and authority to execute, deliver and perform the terms and provisions of the Credit Agreement and has taken all necessary corporate action to authorize the execution, delivery and performance thereof.

3. Execution, Validity and Enforceability. The Borrower has duly executed and delivered the Credit Agreement, and the Credit Agreement constitutes its valid, binding and enforceable obligation.

4. Noncontravention. Neither the execution, delivery and performance by the Borrower of the Credit Agreement, nor the compliance by the Borrower with the terms and provisions thereof, (a) violates any present law, statute or regulation of the State of New York, the Commonwealth of Virginia or the United States (including Regulations T, U and X of the

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Board of Governors of the Federal Reserve System) that is applicable to the Borrower; (b) violates any provision of the Organizational Documents of the Borrower; or (c) results in any breach of any of the terms of, or constitutes a default under, any Reviewed Agreement or Reviewed Order or results in the creation or imposition of any lien, security interest or other encumbrance (except as contemplated by the Credit Agreement) upon any assets of the Borrower pursuant to the terms of any Reviewed Agreement.

5. Governmental Approvals. No consent, approval or authorization of, or filing with, any governmental authority of the State of New York, the Commonwealth of Virginia or the United States that is applicable to the Borrower is required for (a) the due execution, delivery and performance by the Borrower of the Credit Agreement or (b) the validity, binding effect or enforceability of the Credit Agreement, except (i) in each case as have previously been made or obtained and (ii) consents, approvals, authorizations or filings as may be required to be obtained or made by any Lender Party as a result of its involvement in the transactions contemplated by the Credit Agreement.

6. Proceedings. To our knowledge, there is no outstanding judgment, action, suit or proceeding pending against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator which challenges the legality, validity, binding effect or enforceability of the Credit Agreement.

7. Investment Company Act. The Borrower is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Exclusions

We express no opinion with respect to the following matters:

(a) Indemnification. The enforceability of any provision of the Credit Agreement relating to indemnification, contribution or exculpation from costs, expenses or other liabilities that is contrary to public policy or applicable law.

(b) Jurisdiction, Venue, etc. The enforceability in any court of any agreement of the Borrower (i) to submit to the jurisdiction of any specific federal or state court (other than the enforceability in a court of the State of New York of any such agreement to submit to the jurisdiction of a court of the State of New York), (ii) to waive (A) any objection to the laying of the venue, (B) the defense of forum non conveniens in any action or proceeding or (C) trial by jury, (iii) to effect service of process in any particular manner, (iv) to establish evidentiary standards or (v) regarding the choice of law governing the Credit Agreement (other than the enforceability in a court of the State of New York of an agreement that the laws of the State of New York govern the Credit Agreement).

(c) Trust Relationship. The creation of any trust relationship by the Borrower on behalf of any Lender Party.

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(d) Certain Laws. Federal securities laws or regulations, state securities and Blue Sky laws or regulations (other than as specifically provided in paragraphs 4(a) and 7 of our opinions), federal and state banking laws and regulations (other than as specifically provided in paragraph 4(a) of our opinions), pension and employee benefit laws and regulations, federal and state environmental laws and regulations, federal and state tax laws and regulations, federal and state health and occupational safety laws and regulations, building code, zoning, subdivision and other laws and regulations governing the development, use and occupancy of real property, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other federal and state antitrust and unfair competition laws and regulations, the Assignment of Claims Act of 1940, and the effect of any of the foregoing on any of the opinions expressed.

(e) Local Ordinances. The ordinances, statutes, administrative decisions, orders, rules and regulations of any municipality, county, special district or other political subdivision of a state.

(f) Certain Agreements of the Borrower. The enforceability of any agreement of the Borrower providing for:

(i) specific performance of the Borrower’s obligations;

(ii) the right of any purchaser of a participation interest from any Lender to set off or apply any deposit, property or indebtedness with respect to any such participation interest;

(iii) establishment of a contractual rate of interest payable after judgment;

(iv) adjustments of payments among Lenders or rights of set off;

(v) the granting of any power of attorney;

(vi) survival of liabilities and obligations of any party under the Credit Agreement arising after the effective date of termination of the Credit Agreement; or

(vii) obligations to make an agreement in the future.

(g) Remedies. The enforceability of any provision in the Credit Agreement to the effect that rights or remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to any other right or remedy, that the election of some particular remedy does not preclude recourse to one or more others or that failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such right or remedy.

(h) Incorporated Documents. Any documents or instruments referenced or incorporated in the Credit Agreement and any other documents or instruments (other than the Credit Agreement, the Reviewed Agreements and the Reviewed Orders) or as to the interplay between the Credit Agreement and any such other documents and instruments.

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(i) Reviewed Agreements and Reviewed Orders. With respect to our opinion in paragraph 4(c), any violation of a Reviewed Agreement or a Reviewed Order not readily ascertainable from the face of any Reviewed Agreement or Reviewed Order or arising from any cross-default provision insofar as it relates to a default under an agreement that is not a Reviewed Agreement or arising under a covenant of a financial or numerical nature or requiring computation.

Qualifications and Limitations

The opinions set forth above are subject to the following qualifications and limitations:

(a) Applicable Law. Our opinions are limited to the federal law of the United States, the laws of the State of New York and the laws of the Commonwealth of Virginia, and we do not express any opinion concerning any other law.

(b) Bankruptcy. Our opinions are subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium and other similar laws affecting creditors’ rights generally.

(c) Equitable Principles. Our opinions are subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing. In applying such principles, a court, among other things, might limit the availability of specific equitable remedies (such as injunctive relief and the remedy of specific performance), might not allow a creditor to accelerate maturity of debt or exercise other remedies upon the occurrence of a default deemed immaterial or for non-credit reasons or might decline to order a debtor to perform covenants in the Credit Agreement. Further, a court may refuse to enforce a covenant if and to the extent that it deems such covenant to be violative of applicable public policy, including, for example, provisions requiring indemnification of a Lender Party against liability for its own wrongful or negligent acts.

(d) Knowledge. Whenever we use the phrase “to our knowledge” or “known to us” (or words of similar import) in this opinion letter, it means the actual knowledge of the particular McGuireWoods LLP attorneys who have represented the Borrower in connection with the Credit Agreement and who have given substantive attention to the preparation and negotiation thereof. Except as expressly set forth herein, we have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files or records or dockets or any review of our files) to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn from our reliance on the same in connection with the preparation and delivery of this opinion letter.

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(e) Choice of New York Law and Forum. To the extent that any opinion relates to the enforceability of the choice of New York law and the choice of New York forum provisions of the Credit Agreement, our opinion is rendered in reliance upon N.Y. Gen Oblig. Law §§5-1401 and 5-1402 (McKinney 2001) and N.Y. CPLR 327(b) (McKinney 2001) and is subject to the qualification that such enforceability may be limited by public policy considerations of any jurisdiction, other than the courts of the State of New York, in which enforcement of such provisions, or of a judgment upon an agreement containing such provisions, is sought.

(f) Noncontravention and Governmental Approvals. With respect to the opinions expressed in paragraphs 4(a) and 5, our opinions are limited to our review of (i) those laws and regulations that, in our experience, are normally applicable to business corporations generally, (ii) those laws and regulations applicable to the Borrower’s specially regulated business activities known to us and (iii) those laws and regulations that, in our experience, are normally applicable to transactions of the type contemplated by the Credit Agreement.

(g) Mathematical Calculations. We have made no independent verification of any of the numbers, schedules, formulae or calculations in the Credit Agreement, and we render no opinion with regard to the accuracy, validity or enforceability of any of them.

Miscellaneous

The foregoing opinions are being furnished to the Lender Parties for the purpose referred to in the first paragraph of this opinion letter, and this opinion letter is not to be furnished to any other person or entity or used or relied upon for any other purpose without our prior written consent. The opinions set forth herein are made as of the date hereof, and we assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof or if we become aware after the date hereof of any facts that might change the opinions expressed herein. Headings in this opinion letter are intended for convenience of reference only and shall not affect its interpretation.

Very truly yours,

Attachment:
Annex A	-	Borrower’s Certificate

Exhibit 8.1(c)

FORM OF OFFICER’S CERTIFICATE

This certificate is provided pursuant to Section 8.1(c) of the 364-Day Revolving Credit Agreement, dated as of July 30, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dominion Resources, Inc., the several banks and other financial institutions from time to time parties thereto, The Royal Bank of Scotland plc, as Administrative Agent and the other agents party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned officer of the Borrower hereby certifies that [he/she] is the [Chief Financial Officer][Treasurer] of the Borrower, and that as such [he/she] is authorized to execute this certificate required to be furnished pursuant to Section 8.1(c) of the Credit Agreement, and further certifies that:

(a) Attached hereto is a copy of the financial statements of the Borrower required to be delivered pursuant to Section 8.1(a) or 8.1(b) of the Credit Agreement.

(b) The financial statements attached hereto are complete and correct in all material respects and were prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein.

(c) The undersigned has no knowledge of any Default or Event of Default.

(d) The Borrower has complied with the financial covenants set forth in Section 8.11 of the Credit Agreement, as supported by the following calculation (all amounts are as of [insert date]):

IN WITNESS WHEREOF, I have hereunto set my hand this      day of             ,         .

By:

Name:

Title:

Exhibit 12.3

FORM OF ASSIGNMENT AGREEMENT

This Assignment Agreement (the “Assignment Agreement”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]² Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]³ Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]⁴ hereunder are several and not joint.]⁵ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment Agreement as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment Agreement, without representation or warranty by [the][any] Assignor.

1.	Assignor[s]:
2.	Assignee[s]:
	[for each Assignee, indicate any Affiliate of [identify Lender]

² For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

³ For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

⁴ Select as appropriate.

⁵ Include bracketed language if there are either multiple Assignors or multiple Assignees.

3.	Borrower:
4.	Administrative Agent:	The Royal Bank of Scotland plc, as the administrative agent under the Credit Agreement
5.	Credit Agreement:	The 364-Day Revolving Credit Agreement dated as of July 30, 2008 among Dominion Resources, Inc., the several banks and other financial institutions from time to time party thereto, The Royal Bank of Scotland plc, as Administrative Agent and the other agents parties thereto
6.	Assigned Interest[s]:

Assignor[s]6	Assignee[s]7	Revolving Loan Commitment	Aggregate Amount of Commitment/ Loans for all Lenders8	Amount of Commitment/ Loans Assigned8	Percentage Assigned of Commitment/ Loans9
			$	$	%
			$	$	%
			$	$	%

[7. Trade Date:              ]¹⁰

Effective Date:             , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

⁶ List each Assignor, as appropriate.

⁷ List each Assignee, as appropriate.

⁸ Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

⁹ Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

¹⁰ To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

The terms set forth in this Assignment Agreement are hereby agreed to:

ASSIGNOR[S]¹¹

[NAME OF ASSIGNOR]

By:

Name:

Title:

[NAME OF ASSIGNOR]

By:

Name:

Title:

ASSIGNEE[S]¹²

[NAME OF ASSIGNEE]

By:

Name:

Title:

[NAME OF ASSIGNEE]

By:

Name:

Title:

¹¹ Add additional signature blocks as needed.

¹² Add additional signature blocks as needed.

Consented to and Accepted:

THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent

By:

Name:

Title:

[Consented to:]^{1 3}

DOMINION RESOURCES, INC., as Borrower

By:

Name:

Title:

¹³ To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 12.3(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 12.3(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, and (vii) if it is a Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code), attached to the Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit

Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment Agreement. This Assignment Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

EX-12.1

Exhibit 12.1

Dominion Resources Inc. and Subsidiaries

Computation of Ratio of Earnings to Fixed Charges

(millions of dollars)

	Six Months Ended June 30, 2010 (a)			Twelve Months Ended June  30, 2010 (b)			Years Ended December 31,
							2009 (c)			2008 (d)			2007 (e)			2006 (f)			2005 (g)
Earnings, as defined:
Income from continuing operations including noncontrolling interest before income taxes, extraordinary item and cumulative effect of change in accounting principle	$	3,519		$	3,021		$	1,874		$	2,613		$	4,442		$	2,609		$	1,561
Distributed income from unconsolidated investees, less equity in earnings		(18	)		(34	)		(30	)		(39	)		(20	)		(16	)		(15	)
Fixed charges, as defined		438			956			1,022			990			1,325			1,271			1,099
Capitalized interest		(12	)		(22	)		(18	)		(44	)		(73	)		(118	)		(96	)
Preference security dividend requirement of consolidated subsidiary		(14	)		(25	)		(24	)		(26	)		(26	)		(24	)		(24	)
Total earnings, as defined	$	3,913		$	3,896		$	2,824		$	3,494		$	5,648		$	3,722		$	2,525
Fixed charges, as defined:
Interest charges	$	396		$	874		$	941		$	911		$	1,238		$	1,190		$	1,023
Preference security dividend requirement of consolidated subsidiary		14			25			24			26			26			24			24
Rental interest factor		28			57			57			53			61			57			52
Total fixed charges, as defined	$	438		$	956		$	1,022		$	990		$	1,325		$	1,271		$	1,099
Ratio of Earnings to Fixed Charges		8.93			4.08			2.76			3.53			4.26			2.93			2.30

(a) Earnings for the six months ended June 30, 2010 include a $2.4 billion benefit resulting from the sale of our Appalachian E&P operations—primarily reflecting the gain on the sale partially offset by certain transaction costs and other related charges. Earnings for the period also include a $338 million charge related to the workforce reduction program primarily reflecting severance pay and other benefits to affected employees and a $163 million charge related to our State Line coal-fired merchant power stations. Excluding these items from the calculation would result in a lower ratio of earnings to fixed charges for the six months ended June 30, 2010.

(b) Earnings for the twelve months ended June 30, 2010 include a $2.4 billion benefit resulting from the sale of our Appalachian E&P operations—primarily reflecting the gain on the sale partially offset by certain transaction costs and other related charges and a $67 million net gain related to our investments in nuclear decommissioning trust funds. Earnings for the period also include a $712 million charge in connection with the proposed settlement of Virginia Power’s 2009 rate case proceeding, a $338 million charge related to the workforce reduction program primarily reflecting severance pay and other benefits to affected employees, a $163 million charge related to our State Line coal-fired merchant power stations and a $8 million net charge related to other items. Excluding these items from the calculation would result in a lower ratio of earnings to fixed charges for the twelve months ended June 30, 2010.

(c) Earnings for the twelve months ended December 31, 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 $712 million charge in connection with the proposed settlement of Virginia Power’s 2009 rate case proceeding and a $41 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 December 31, 2009.

(d) 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 $30 million net charge 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, 2008.

(e) 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.

(f) Earnings for the twelve months ended December 31, 2006 include $90 million of impairment charges related to DCI assets, 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, 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 $12 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.

(g) 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.

EX-12.2.A

Exhibit 12.2.a

Virginia Electric and Power Company

Computation of Ratio of Earnings to Fixed Charges

(millions of dollars)

	Six Months Ended June 30, 2010		Twelve Months Ended June 30, 2010		Years Ended December 31,
					2009		2008		2007			2006			2005
Earnings, as defined:
Income from continuing operations before income taxes, extraordinary item and cumulative effect of change in accounting principle	$	604	$	1,450	$	503	$	1,364	$	977		$	762		$	754
Fixed charges as defined		188		387		392		343		332			322			339
Capitalized interest		—		—		—		—		(4	)		(9	)		(6	)
Total earnings, as defined	$	792	$	1,837	$	895	$	1,707	$	1,305		$	1,075		$	1,087
Fixed charges, as defined:
Interest charges	$	180	$	371	$	376	$	330	$	320		$	311		$	329
Rental interest factor		8		16		16		13		12			11			10
Total fixed charges, as defined	$	188	$	387	$	392	$	343	$	332		$	322		$	339
Ratio of Earnings to Fixed Charges		4.21		4.75		2.28		4.98		3.93			3.34			3.21

EX-12.2.B

Exhibit 12.2.b

Virginia Electric and Power Company

Computation of Ratio of Earnings to Fixed Charges and Preferred Dividends

(millions of dollars)

	Six Months Ended June 30, 2010			Twelve Months Ended June  30, 2010			Years Ended December 31,
							2009			2008			2007			2006			2005
Earnings, as defined:
Income from continuing operations before income taxes, extraordinary item and cumulative effect of change in accounting principle	$	604		$	1,450		$	503		$	1,364		$	977		$	762		$	754
Fixed charges as defined		202			413			416			369			357			347			364
Capitalized interest		—			—			—			—			(4	)		(9	)		(6	)
Preference security dividend requirement		(14	)		(26	)		(24	)		(26	)		(25	)		(25	)		(25	)
Total earnings, as defined	$	792		$	1,837		$	895		$	1,707		$	1,305		$	1,075		$	1,087
Fixed charges, as defined:
Interest charges	$	180		$	371		$	376		$	330		$	320		$	311		$	329
Preference security dividend requirement		14			26			24			26			25			25			25
Rental interest factor		8			16			16			13			12			11			10
Total fixed charges, as defined	$	202		$	413		$	416		$	369		$	357		$	347		$	364
Ratio of Earnings to Fixed Charges and Preferred Dividends		3.92			4.45			2.15			4.63			3.66			3.10			2.99

EX-31.A

Exhibit 31.a

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: August 2, 2010	/s/    Thomas F. Farrell, II
	Thomas F. Farrell, II President and Chief Executive Officer

EX-31.B

Exhibit 31.b

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: August 2, 2010	/s/    Mark F. McGettrick
	Mark F. McGettrick Executive Vice President and Chief Financial Officer

EX-31.C

Exhibit 31.c

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

1. I have reviewed this report on Form 10-Q of Virginia Electric and Power Company;

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: August 2, 2010	/s/    Thomas F. Farrell, II
	Thomas F. Farrell, II Chief Executive Officer

EX-31.D

Exhibit 31.d

I, Mark F. McGettrick, certify that:

1. I have reviewed this report on Form 10-Q of Virginia Electric and Power Company;

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: August 2, 2010	/s/    Mark F. McGettrick
	Mark F. McGettrick Executive Vice President and Chief Financial Officer

EX-32.A

Exhibit 32.a

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 June 30, 2010 (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 June 30, 2010 and for the period then ended.

/s/    Thomas F. Farrell, II

Thomas F. Farrell, II

President and Chief Executive Officer

August 2, 2010

/s/    Mark F. McGettrick

Mark F. McGettrick

Executive Vice President and

Chief Financial Officer

August 2, 2010

EX-32.B

Exhibit 32.b

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 Virginia Electric and Power Company (the Company), certify that:

1. the Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (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 June 30, 2010 and for the period then ended.

/s/    Thomas F. Farrell, II

Thomas F. Farrell, II

Chief Executive Officer

August 2, 2010

/s/    Mark F. McGettrick

Mark F. McGettrick

Executive Vice President and Chief Financial Officer

August 2, 2010

EX-99

Exhibit 99

DOMINION RESOURCES, INC.

CONDENSED CONSOLIDATED EARNINGS STATEMENT

(Unaudited)

	Twelve  Months Ended June 30, 2010
(millions, except per share amounts)
Operating Revenue	$	14,306
Operating Expenses		9,446
Income from operations		4,860
Other income		232
Interest and related charges		821
Income before income tax expense including noncontrolling interests	$	4,271
Income tax expense		1,619
Net income including noncontrolling interests		2,652
Loss from discontinued operations (including income tax benefit of $25)		(114	)
Noncontrolling interests		17
Net income attributable to Dominion	$	2,521
Amounts attributable to Dominion:
Income from continuing operations	$	2,635
Loss from discontinued operations		(114	)
Net income attributable to Dominion	$	2,521
Earnings Per Common Share – Basic
Income from continuing operations	$	4.45
Loss from discontinued operations		(0.19	)
Noncontrolling interests		(0.03	)
Net income attributable to Dominion	$	4.23
Earnings Per Common Share – Diluted
Income from continuing operations	$	4.44
Loss from discontinued operations		(0.19	)
Noncontrolling interests		(0.03	)
Net income attributable to Dominion	$	4.22

Exhibit 99

VIRGINIA ELECTRIC AND POWER COMPANY

CONDENSED CONSOLIDATED EARNINGS STATEMENT

(Unaudited)

	Twelve  Months Ended June 30, 2010
(millions)
Operating Revenue	$	6,500
Operating Expenses		5,720
Income from operations		780
Other income		115
Interest and related charges		345
Income before income tax expense		550
Income tax expense		184
Net Income		366
Preferred dividends		17
Balance available for common stock	$	349