EX-4.4



 Exhibit 4.4 

EIGHTH SUPPLEMENTAL INDENTURE 

BETWEEN 
 DOMINION
RESOURCES, INC. 
 AND 

DEUTSCHE BANK TRUST COMPANY AMERICAS 

SERIES TRUSTEE 
 DATED AS
OF MARCH 7, 2016 
 4.104% JUNIOR SUBORDINATED NOTES DUE 2021 

(formerly designated 2013 Series A 1.07% Remarketable Subordinated Notes due 2021) 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
			
	 ARTICLE I 
	  	RELATION TO INDENTURE; ADDITIONAL DEFINITIONS	  	 	2	  
		
	 1.1     Relation to Indenture
	  	 	2	  
		
	 1.2     Additional Definitions
	  	 	2	  
			
	 ARTICLE II
	  	GENERAL TERMS AND CONDITIONS OF THE SERIES A NOTES	  	 	3	  
		
	 2.1     Designation and Principal Amount
	  	 	3	  
		
	 2.2     Modified Terms
	  	 	3	  
		
	 2.3     Amendment of the Fourth Supplemental Indenture
	  	 	4	  
			
	ARTICLE III	  	FORM OF JUNIOR SUBORDINATED NOTE	  	 	4	  
		
	 3.1     Form of Junior Subordinated Note
	  	 	4	  
			
	ARTICLE IV	  	MISCELLANEOUS	  	 	4	  
		
	 4.1     Ratification of Indenture; Fourth Supplemental Indenture Controls
	  	 	4	  
		
	 4.2     Recitals
	  	 	4	  
		
	 4.3     Governing Law
	  	 	5	  
		
	 4.4     Separability
	  	 	5	  
		
	 4.5     Counterparts
	  	 	5	  


  
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 EIGHTH SUPPLEMENTAL INDENTURE 

THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of March 7, 2016 (the “Eighth Supplemental Indenture”), is between DOMINION
RESOURCES, INC., a Virginia corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia 23219 (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee of the series of
Securities established by the Fourth Supplemental Indenture (hereinafter defined), having a corporate trust office at 60 Wall Street, 16th Floor, New York, New York 10005 (herein called the
“Series Trustee”). 
 WHEREAS, the Company has heretofore entered into a Junior Subordinated Indenture II, dated as of June
1, 2006, between the Company and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.) (the “Original Trustee”), as supplemented and amended by the Third Supplemental and Amending Indenture, dated as of June 1, 2009 (as so
amended, the “Base Indenture”), among the Company, the Original Trustee and the Series Trustee; 
 WHEREAS, the Base
Indenture is incorporated herein by this reference and the Base Indenture, as supplemented and amended by the Fourth Supplemental Indenture dated as of June 1, 2013 between the Company and the Series Trustee (the “Fourth Supplemental
Indenture”), as supplemented and amended by this Eighth Supplemental Indenture, and as may be hereafter supplemented or amended from time to time in accordance herewith and therewith, is herein called the “Indenture”; 

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

WHEREAS, pursuant to the Base Indenture, as supplemented and amended by the Fourth Supplemental Indenture, the Company created a new
series of Securities designated as the 2013 Series A 1.07% Remarketable Subordinated Notes due 2021 (the “Series A Notes”) and appointed the Series Trustee as Trustee under the Base Indenture with respect to such series of Securities; 

WHEREAS, a Successful Remarketing of the Series A Notes has been conducted pursuant to the Remarketing Agreement (as defined herein)
and the Reset Rate has been established in connection with such Successful Remarketing as 4.104% per annum; 
 WHEREAS, Section 10.1
of the Base Indenture and Section 8.1 of the Fourth Supplemental Indenture provide for the Company and the Series Trustee to enter into an indenture supplemental to the Base Indenture to make provision in regard to matters arising under the Base
Indenture or any supplemental indenture, including the Fourth Supplemental Indenture; provided, however, that such action shall not adversely affect the interest of the holders of Securities of any series in any material respect; 







 WHEREAS, the Company has requested that the Series Trustee execute and deliver this Eighth
Supplemental Indenture, and all requirements necessary to make this Eighth Supplemental Indenture a valid instrument in accordance with its terms, have been performed, and the execution and delivery of this Eighth Supplemental Indenture has been
duly authorized in all respects; 
 NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 

ARTICLE I 
 RELATION TO
INDENTURE; ADDITIONAL DEFINITIONS 
 1.1 Relation to Indenture. This Eighth Supplemental Indenture constitutes an
integral part of the Base Indenture, and supplements and amends the Base Indenture, as supplemented and amended by the Fourth Supplemental Indenture, solely with respect to the Series A Notes. To the extent of any inconsistency between this
Eighth Supplemental Indenture and the Base Indenture or the Fourth Supplemental Indenture, this Eighth Supplemental Indenture shall govern. 

1.2 Additional Definitions. For all purposes of this Eighth Supplemental Indenture, except as otherwise expressly provided
or unless the context otherwise requires: 
 (a) the capitalized terms not otherwise defined herein shall have the meanings set forth in the
Base Indenture as supplemented and amended by the Fourth Supplemental Indenture, or, if not defined in the Base Indenture, as supplemented and amended by the Fourth Supplemental Indenture, in the Purchase Contract and Pledge Agreement; 

(b) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 

(c) all other terms used herein which are defined in the Trust Indenture Act of 1939, as amended, whether directly or by reference therein,
have the meanings assigned to them therein; 
 (d) a reference to a Section or Article is to a Section or Article of this Eighth
Supplemental Indenture unless otherwise stated; 
 (e) the words “herein,” “hereof” and “hereunder” and other
words of similar import refer to this Eighth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; 

(f) headings are for convenience of reference only and do not affect interpretation; 

  
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 “Corporate Trust Office of the Series Trustee” means the office of the Series Trustee
at which at any particular time its corporate trust business with respect to the series of Securities herein described shall be principally administered, which office at the date of original execution of this Eighth Supplemental Indenture is located
at 60 Wall Street, 16th Floor, New York, New York 10005, Attention: Corporates Team – Dominion Resources. 
 “Junior Subordinated
Notes” shall have the meaning specified in SECTION 2.1. 
 “Remarketed Notes” means, with respect to the 2016 Successful
Remarketing, the $550,000,000 aggregate principal amount of Series A Notes underlying the Pledged Applicable Ownership Interests in Notes as identified to the Remarketing Agents by the Purchase Contract Agent pursuant to the terms of the Purchase
Contract and Pledge Agreement. There were no Separate Notes subject to the Remarketing. 
 “Remarketing Agents” means J.P. Morgan
Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, the Remarketing Agents appointed by the Company, pursuant to the Remarketing Agreement. 

“Remarketing Agreement” means the Remarketing Agreement, dated as of February 11, 2016, between the Company, the Purchase Contract
Agent and the Remarketing Agents, as the reset agents and the remarketing agents, for the remarketing of up to $550,000,000 aggregate principal amount of the Series A Notes. 

“2016 Successful Remarketing” means the Successful Remarketing conducted by the Remarketing Agents pursuant to the Remarketing
Agreement, with a Remarketing Settlement Date of even date herewith. 
 The terms “Company,” “Original Trustee,” “Series
Trustee,” “Base Indenture,” “Fourth Supplemental Indenture,” and “Indenture” shall have the respective meanings set forth in the recitals to this Eighth Supplemental Indenture. 

ARTICLE II 
 GENERAL
TERMS AND CONDITIONS OF THE SERIES A NOTES 
 2.1 Designation and Principal Amount. The Series A Notes are hereby
re-designated as a series of Securities to be known as the 4.104% Junior Subordinated Notes due 2021 (the “Junior Subordinated Notes”), with such series limited in principal amount to $550,000,000. All references to the Series A Notes
in the Fourth Supplemental Indenture, the form of Series A Note attached as Exhibit A thereto and each outstanding Series A Note, including, without limitation, the reference to the Series A Notes in Section 2.7 of the Fourth Supplemental
Indenture as such Section 2.7 is amended hereby, shall be deemed to be references to the Junior Subordinated Notes following the re-designation effected by this Eighth Supplemental Indenture. 

2.2 Modified Terms. The parties hereto acknowledge that as a result of the 2016 Successful Remarketing, the terms of the
Junior Subordinated Notes are, effective as of the date hereof, the modified terms provided for in Section 9.4 of the Fourth Supplemental Indenture and that the Reset Rate is 4.104%. 

  
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 2.3 Amendment of the Fourth Supplemental Indenture. Section 2.7 of the Fourth
Supplemental Indenture is hereby amended by deleting the introductory phrase “Prior to the Purchase Contract Settlement Date.” As so amended, Section 2.7 shall state: “The provisions of Section 12.5 of the Base Indenture shall not
apply to the Series A Notes.” The corresponding statement on the Reverse of Note included in the Form of Series A Note attached to the Fourth Supplemental Indenture as Exhibit A and in each outstanding Series A Note is also so amended
hereby. 
 ARTICLE III 

FORM OF JUNIOR SUBORDINATED NOTE 

3.1 Form of Junior Subordinated Note. The Junior Subordinated Notes and the Series Trustee’s Certificate of Authentication
to be endorsed thereon are to be substantially in the form attached to the Fourth Supplemental Indenture as Exhibit A except that designation of the Securities set forth on such form may, but need not, be revised to refer to the new
designation of the Junior Subordinated Notes provided for in SECTION 2.1 hereof and the Reverse of Note may, but need not, be revised to delete the phrase “Prior to the Purchase Contract Settlement Date” preceding the statement that
“the provisions of Section 12.5 of the Base Indenture shall not apply to the Series A Notes.” For the avoidance of doubt, it shall not be necessary for previously issued and authenticated Securities to be replaced as a result of the
re-designation of the Series A Notes and the amendments provided for in SECTION 2.3 hereof, but such revisions shall in all events be applicable to such previously issued and authenticated Securities. 

ARTICLE IV 

MISCELLANEOUS 
 4.1
Ratification of Indenture; Eighth Supplemental Indenture Controls. The Base Indenture, as supplemented and (solely for purposes of the Series A Notes) amended by the Fourth Supplemental Indenture, as supplemented and amended by this
Eighth Supplemental Indenture, is in all respects ratified and confirmed, and this Eighth Supplemental Indenture shall be deemed part of the Base Indenture, as supplemented and amended by the Fourth Supplemental Indenture, in the manner and to the
extent herein and therein provided. The provisions of this Eighth Supplemental Indenture shall supersede the provisions of the Base Indenture, as supplemented and amended by the Fourth Supplemental Indenture, to the extent the Base Indenture, as
supplemented and amended by the Fourth Supplemental Indenture, is inconsistent herewith. 
 4.2 Recitals. The recitals
herein contained are made by the Company only and not by the Original Trustee or the Series Trustee, and neither the Original Trustee nor the Series Trustee assumes any responsibility for the correctness thereof. Neither the Original Trustee nor the
Series Trustee makes any representation as to the validity or sufficiency of this Eighth Supplemental Indenture. All of the provisions contained in the Base Indenture, as supplemented and amended by the Fourth Supplemental Indenture, in respect of
the rights, powers, privileges, protections, 

  
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 duties and immunities of the Original Trustee shall be applicable, but only to the Series Trustee in respect of
the Junior Subordinated Notes and of this Eighth Supplemental Indenture (to the extent relating to the Junior Subordinated Notes) as fully and with like effect as if set forth herein in full. 

4.3 Governing Law. This Eighth Supplemental Indenture and each Junior Subordinated Note shall be deemed to be a contract
made under the internal laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of said State, without regard to the conflicts of law principles thereof. 

4.4 Separability. In case any one or more of the provisions contained in this Eighth Supplemental Indenture or in the
Junior Subordinated Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Eighth Supplemental Indenture or of the
Junior Subordinated Notes, but this Eighth Supplemental Indenture and the Junior Subordinated Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein. 

4.5 Counterparts. This Eighth Supplemental Indenture may be executed in any number of counterparts each of which shall be
an original; but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Eighth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective
execution and delivery of this Eighth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Eighth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall
be deemed to be their original signatures for all purposes. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly
executed as of the date first above written. 
  

					
	DOMINION RESOURCES, INC.
		
	By:	 	/s/ James R. Chapman
		 	Name:	 	James R. Chapman
		 	 Title:
	 	 Senior Vice President – Mergers &

Acquisitions and Treasurer



  

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	as Series Trustee
		
	By:	 	/s/ Carol Ng
		 	Name: Carol Ng
		 	Title:   Vice President
		
	 By:
	 	 /s/ Anthony D’Amato

		 	Name: Anthony D’Amato
		 	Title:   Associate



  
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