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                                                                     EXHIBIT 4.2



                            DOMINION RESOURCES, INC.
                                     Issuer

                                       TO

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

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


                        Fifteenth Supplemental Indenture

                          Dated as of December 1, 2002

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


                                  $300,000,000

                        2002 Series D 5.125% Senior Notes

                                    Due 2009

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                               TABLE OF CONTENTS*


                                   ARTICLE I
                       2002 SERIES D 5.125% SENIOR NOTES



SECTION 101.      Establishment..............................................1

SECTION 102.      Definitions................................................2

SECTION 103.      Payment of Principal and Interest..........................4

SECTION 104.      Denominations..............................................5

SECTION 105.      Global Securities..........................................5

SECTION 106.      Redemption.................................................6

SECTION 107.      Sinking Fund...............................................7

SECTION 108.      Additional Interest........................................7

SECTION 109.      Paying Agent...............................................7

SECTION 110.      Limitation on Liens........................................7





                                   ARTICLE II
                            MISCELLANEOUS PROVISIONS



SECTION 201.      Recitals by Company........................................9

SECTION 202.      Ratification and Incorporation of Original Indenture......10

SECTION 203.      Executed in Counterparts..................................10

SECTION 204.      Assignment................................................10

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

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         THIS FIFTEENTH SUPPLEMENTAL INDENTURE is made as of the first day of
December, 2002, by and between DOMINION RESOURCES, INC., a Virginia corporation,
having its principal office at 120 Tredegar Street, Richmond, Virginia 23219
(the "Company"), and JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN
BANK), a New York banking corporation, as Trustee (herein called the "Trustee").

                              W I T N E S S E T H:


         WHEREAS, the Company has heretofore entered into a Senior Indenture,
dated as of June 1, 2000 (the "Original Indenture"), as heretofore supplemented
and amended, with the Trustee;

         WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as heretofore supplemented and amended and
as further supplemented by this Fifteenth Supplemental Indenture, is herein
called the "Indenture";

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

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

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

         WHEREAS, all conditions necessary to authorize the execution and
delivery of this Fifteenth Supplemental Indenture and to make it a valid and
binding obligation of the Company have been done or performed.

         NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:

                                   ARTICLE I
                   2002 SERIES D 5.125% SENIOR NOTES due 2009

         SECTION 101. Establishment. There is hereby established a new series of
Securities to be issued under the Indenture, to be designated as the Company's
2002 Series D 5.125% Senior Notes Due 2009 (the "Series D Senior Notes").

         There are to be authenticated and delivered $300,000,000 principal
amount of Series D Senior Notes, and such principal amount of the Series D
Senior Notes may be increased from time to time pursuant to Section 301(2) of
the Indenture. All Series D Senior Notes need not be issued at the same time and
such series may be reopened at any time, without the consent of any Holder, for
issuances of additional Series D Senior Notes. Any such additional Series D
Notes

<PAGE>

will have the same interest rate, maturity and other terms as those initially
issued. Further Series D Senior Notes may also be authenticated and delivered as
provided by Sections 304, 305, 306 or 905 of the Original Indenture.

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

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

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

         SECTION 102. Definitions. The following defined terms used herein
shall, unless the context otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Original Indenture.

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

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

         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Series D Senior Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Series D Senior Notes ("Remaining Life").

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         "Comparable Treasury Price" means (i) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.

         "Independent Investment Banker" means any of J.P. Morgan Securities
Inc. and Wachovia Securities, Inc. and their successors as selected by the
Company, or if such firm is unwilling or unable to serve as such, an independent
investment and banking institution of national standing appointed by the
Company.

         "Interest Payment Dates" means June 15 and December 15 of each year,
commencing on June 15, 2003.

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

         "Material Subsidiary" means a Subsidiary of the Company whose total
assets (as determined in accordance with GAAP) represent at least 20% of the
total assets of the Company on a consolidated basis.

         "Original Issue Date" means December 16, 2002.

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

                  (i)      Series D Senior Notes theretofore canceled by the
Trustee or delivered to the Trustee for cancellation;

                  (ii) Series D Senior Notes for whose payment at Maturity the
necessary amount of money or money's worth has been theretofore deposited (other
than pursuant to Section 402 of the Original Indenture) with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying Agent) for the
Holders of such Series D Senior Notes.

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

                  (iv) Series D Senior Notes that have been paid pursuant to
Section 306 of the Original Indenture or in exchange for or in lieu of which
other Series D Senior Notes have been authenticated and delivered pursuant to
the Indenture, other than any such Series D Senior Notes in respect of which
there shall have been presented to the Trustee proof satisfactory to it that
such Series D Senior Notes are held by a bona fide purchaser in whose hands such
Series D Senior Notes are valid obligations of the Company; provided, however,
that in determining whether the Holders of the requisite principal amount of
Outstanding Series D Senior Notes have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of
Holders of Series D Senior Notes for quorum purposes, Series D Senior

                                       3

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

         "Principal Property" means any plant or facility of the Company located
in the United States that in the opinion of the Board of Directors or management
of the Company is of material importance to the business conducted by the
Company and its consolidated Subsidiaries taken as whole.

         "Reference Treasury Dealer" means:  (i) J.P. Morgan Securities Inc. and
Wachovia Securities, Inc. and their respective successors; provided that, if
anyone of them ceases to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), the Company shall substitute another
Primary Treasury Dealer; and (ii) up to four other Primary Treasury Dealers
selected by the Company.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such Redemption
Date.

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

         "Stated Maturity" means December 15, 2009.

         SECTION 103. Payment of Principal and Interest. The principal of the
Series D Senior Notes shall be due at the Stated Maturity (unless earlier
redeemed). The unpaid principal amount of the Series D Senior Notes shall bear
interest at the rate of 5.125% per annum until paid or duly provided for, such
interest to accrue from the Original Issue Date or from the most recent Interest
Payment Date to which interest has been paid or duly provided for. Interest
shall be paid semi-annually in arrears on each Interest Payment Date to the
Person in whose name the Series D Senior Notes are registered on the Regular
Record Date for such Interest Payment Date; provided that interest payable at
the Stated Maturity of principal as provided herein will be paid to the Person
to whom principal is payable. Any such interest that is not so punctually paid
or duly provided for will forthwith cease to be payable to the Holders on such
Regular Record Date and may either be paid to the Person or Persons in whose
name the Series D Senior Notes are

                                       4

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registered at the close of business on a Special Record Date for the payment of
such defaulted interest to be fixed by the Trustee (in accordance with Section
307 of the Original Indenture), notice whereof shall be given to Holders of the
Series D Senior Notes not less than ten (10) days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange, if any, on which the Series D
Senior Notes may be listed, and upon such notice as may be required by any such
exchange, all as more fully provided in the Original Indenture.

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

         Payment of the principal and interest on the Series D Senior Notes
shall be made at the office of the Paying Agent in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts, with any such payment that is due at the Stated
Maturity of any Series D Senior Notes being made upon surrender of such Series D
Senior Notes to the Paying Agent. Payments of interest (including interest on
any Interest Payment Date) will be made, subject to such surrender where
applicable, at the option of the Company, (i) by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register or (ii) by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee
at least sixteen (16) days prior to the date for payment by the Person entitled
thereto. In the event that any date on which principal and interest is payable
on the Series D Senior Notes is not a Business Day, then payment of the
principal and interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or payment in respect of
any such delay), in each case with the same force and effect as if made on the
date the payment was originally payable.

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

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

         Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a

                                       5

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Series D Senior Note shall be exchangeable, except for another Global Security
of like denomination and tenor to be registered in the name of the Depositary or
its nominee or to a successor Depositary or its nominee or except as described
below. The rights of Holders of such Global Security shall be exercised only
through the Depositary.

         A Global Security shall be exchangeable for Series D Senior Notes
registered in the names of persons other than the Depositary or its nominee only
if (i) the Depositary notifies the Company that it is unwilling or unable to
continue as a Depositary for such Global Security and no successor Depositary
shall have been appointed by the Company within 90 days of receipt by the
Company of such notification, or if at any time the Depositary ceases to be a
clearing agency registered under the Exchange Act at a time when the Depositary
is required to be so registered to act as such Depositary and no successor
Depositary shall have been appointed by the Company within 90 days after it
becomes aware of such cessation, or (ii) the Company in its sole discretion
determines that such Global Security shall be so exchangeable. Any Global
Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series D Senior Notes registered in such names as the
Depositary shall direct.

         SECTION 106.    Redemption. The Series D Senior Notes are redeemable,
in whole or in part, at any time, and at the option of the Company, at a
Redemption Price equal to the greater of:

         (i)   100% of the principal amount of Series D Senior Notes then
Outstanding to be so redeemed, or

         (ii)  the sum of the present values of the remaining scheduled payments
of principal and interest thereon (not including any portion of such payments of
interest accrued as of the Redemption Date) discounted to the Redemption Date on
a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate, plus twenty basis points, as calculated by an
Independent Investment Banker,

         plus, in either of the above cases, accrued and unpaid interest thereon
to the Redemption Date.

         Unless the Company defaults in the payment of the Redemption Price, on
and after the Redemption Date, interest will cease to accrue on the Series D
Senior Notes or portions thereof called for redemption.

         The Adjusted Treasury Rate shall be calculated on the third Business
Day preceding the Redemption Date.

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

         Notice of redemption shall be given as provided in Section 1104 of the
Original Indenture.

                                       6


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         SECTION 107.   Sinking Fund. The Series D Senior Notes shall not have a
sinking fund.

         SECTION 108.   Additional Interest. Any principal of and installment of
interest on the Series D Senior Notes that is overdue shall bear interest at the
rate of 5.125% (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand.

         SECTION 109.   Paying Agent. The Trustee shall initially serve as
Paying Agent with respect to the Series D Senior Notes, with the Place of
Payment initially being the Corporate Trust Office of the Trustee.

         SECTION 110.   Limitation on Liens. The Company will not, while any of
the Series D Senior Notes remain Outstanding, create, or suffer to be created or
to exist, any Lien upon any Principal Property of the Company or upon any shares
of stock of any Material Subsidiary of the Company, whether such Principal
Property is, or shares of stock are, now owned or hereafter acquired, to secure
any indebtedness for borrowed money of the Company, unless it shall make
effective provision whereby the Series D Senior Notes then Outstanding shall be
secured by such Lien equally and ratably with any and all indebtedness for
borrowed money thereby secured so long as any such indebtedness shall be so
secured; provided, however, that nothing in this Section shall be construed to
prevent the Company from creating, or from suffering to be created or to exist,
any Liens, or any agreements, with respect to:

         (1)      purchase money mortgages, or other purchase money liens,
                  pledges, security interests or encumbrances of any kind upon
                  property hereafter acquired by the Company, or Liens of any
                  kind existing on any property or any shares of stock at the
                  time of the acquisition thereof (including Liens which exist
                  on any property or any shares of stock of a Person which is
                  consolidated with or merged with or into the Company or which
                  transfers or leases all or substantially all of its properties
                  to the Company), or conditional sales agreements or other
                  title retention agreements and leases in the nature of title
                  retention agreements with respect to any property hereafter
                  acquired; provided, however, that no such Lien shall extend to
                  or cover any other property of the Company;

         (2)      Liens upon any property of the Company or any shares of stock
                  of any Material Subsidiary of the Company existing as of the
                  date of the initial issuance of the Series D Senior Notes or
                  upon the shares of stock of any corporation, which Liens
                  existed at the time such corporation became a Material
                  Subsidiary of the Company; liens for taxes or assessments or
                  other governmental charges or levies; pledges to secure other
                  governmental charges or levies; pledges or deposits to secure
                  obligations under worker's compensation laws, unemployment
                  insurance and other social security legislation, including
                  liens of judgments thereunder which are not currently
                  dischargeable; pledges or deposits to secure performance in
                  connection with bids, tenders, contracts (other than contracts
                  for the payment of money) or leases to which the Company is a
                  party; pledges or deposits to secure

                                       7

<PAGE>

                  public or statutory obligations of the Company; builders',
                  materialmen's, mechanics', carriers', warehousemen's,
                  workers', repairmen's, operators', landlords' or other like
                  liens in the ordinary course of business, or deposits to
                  obtain the release of such liens; pledges or deposits to
                  secure, or in lieu of, surety, stay, appeal, indemnity,
                  customs, performance or return-of-money bonds; other pledges
                  or deposits for similar purposes in the ordinary course of
                  business; liens created by or resulting from any litigation or
                  proceeding which at the time is being contested in good faith
                  by appropriate proceedings; liens incurred in connection with
                  the issuance of bankers' acceptances and lines of credit,
                  bankers' liens or rights of offset and any security given in
                  the ordinary course of business to banks or others to secure
                  any indebtedness payable on demand or maturing within 12
                  months of the date that such indebtedness is originally
                  incurred; liens incurred in connection with repurchase, swap
                  or other similar agreements (including, without limitation,
                  commodity price, currency exchange and interest rate
                  protection agreements); leases made, or existing on property
                  acquired, in the ordinary course of business; liens securing
                  industrial revenue or pollution control bonds; liens, pledges,
                  security interests or other encumbrances on any property
                  arising in connection with any defeasance, covenant defeasance
                  or in-substance defeasance of indebtedness of the Company,
                  including the Series D Senior Notes; liens created in
                  connection with, and created to secure, a non-recourse
                  obligation; zoning restrictions, easements, licenses,
                  rights-of-way, restrictions on the use of property or minor
                  irregularities in title thereto, which do not, in the opinion
                  of the Company, materially impair the use of such property in
                  the operation of the business of the Company or the value of
                  such property for the purpose of such business;

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

         (4)      indebtedness which may be issued by the Company in connection
                  with a consolidation or merger of the Company or any Material
                  Subsidiary of the Company with or into any other Person (which
                  may be an Affiliate of the Company or any Material Subsidiary
                  of the Company) in exchange for or otherwise in substitution
                  for secured indebtedness of such Person ("Third Party Debt")
                  which by its terms (i) is secured by a mortgage on all or a
                  portion of the property of such Person, (ii) prohibits secured
                  indebtedness from being incurred by such Person, unless the
                  Third Party Debt shall be secured equally and ratably with
                  such secured indebtedness or (iii) prohibits secured
                  indebtedness from being incurred by such Person;

         (5)      indebtedness of any Person which is required to be assumed by
                  the Company in connection with a consolidation or merger of
                  such Person, with respect to which



                                       8

<PAGE>

                  any property of the Company is subjected to a Lien;

         (6)      Liens of any kind upon any property acquired, constructed,
                  developed or improved by the Company (whether alone or in
                  association with others) after the date of the initial
                  issuance of the Series D Senior Notes which are created prior
                  to, at the time of, or within 18 months after such acquisition
                  (or in the case of property constructed, developed or
                  improved, after the completion of such construction,
                  development or improvement and commencement of full commercial
                  operation of such property, whichever is later) to secure or
                  provide for the payment of any part of the purchase price or
                  cost thereof; provided that in the case of such construction,
                  development or improvement the Liens shall not apply to any
                  property theretofore owned by the Company other than
                  theretofore unimproved real property;

         (7)      Liens in favor of the Company, one or more Material
                  Subsidiaries of the Company, one or more wholly-owned
                  Subsidiaries of the Company or any of the foregoing in
                  combination;

         (8)      the replacement, extension or renewal (or successive
                  replacements, extensions or renewals), as a whole or in part,
                  of any Lien, or of any agreement, referred to above in clauses
                  (1) through (7) inclusive, or the replacement, extension or
                  renewal (not exceeding the principal amount of indebtedness
                  secured thereby together with any premium, interest, fee or
                  expense payable in connection with any such replacement,
                  extension or renewal) of the indebtedness secured thereby;
                  provided that such replacement, extension or renewal is
                  limited to all or a part of the same property that secured the
                  Lien replaced, extended or renewed (plus improvements thereon
                  or additions or accessions thereto); or

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

         This Section 110 has been included in this Fifteenth Supplemental
Indenture expressly and solely for the benefit of the Series D Senior Notes and
shall be subject to covenant defeasance pursuant to Section 402(3) of the
Original Indenture.

                                   ARTICLE II
                            MISCELLANEOUS PROVISIONS

         SECTION 201.    Recitals by Company. The recitals in this Fifteenth
Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and



                                       9

<PAGE>

duties of the Trustee shall be applicable in respect of the Series D Senior
Notes and of this Fifteenth Supplemental Indenture as fully and with like effect
as if set forth herein in full.

         SECTION 202.    Ratification and Incorporation of Original Indenture.

As supplemented hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this Fifteenth Supplemental Indenture
shall be read, taken and construed as one and the same instrument.

         SECTION 203.    Executed in Counterparts. This Fifteenth Supplemental
Indenture may be executed in several counterparts, each of which shall be deemed
to be an original, and such counterparts shall together constitute but one and
the same instrument.

         SECTION 204.    Assignment. The Company shall have the right at all
times to assign any of its rights or obligations under the Indenture with
respect to the Series D Senior Notes to a direct or indirect wholly-owned
subsidiary of the Company; provided that, in the event of any such assignment,
the Company shall remain primarily liable for the performance of all such
obligations. The Indenture may also be assigned by the Company in connection
with a transaction described in Article Eight of the Original Indenture.

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<PAGE>

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

                                  DOMINION RESOURCES, INC.





                                  By: __________________________________________

                                  Name:  G. Scott Hetzer
                                  Title: Senior Vice President and Treasurer



                                  JPMORGAN CHASE BANK, as Trustee


                                  By: __________________________________________


                                  Name:
                                        ----------------------------------------
                                  Title:
                                        ----------------------------------------












                                       11

<PAGE>

                                    EXHIBIT A

                                     FORM OF
                        2002 SERIES D 5.125% SENIOR NOTE
                                    DUE 2009

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

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


               --------------------------------------------------
                            DOMINION RESOURCES, INC.
               --------------------------------------------------
                                  $___,000,000
                        2002 SERIES D 5.125% SENIOR NOTE
                                    DUE 2009

No. R-__                                                       CUSIP No. _______



         Dominion Resources, Inc., a corporation duly organized and existing
under the laws of Virginia (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to [Cede & Co.], or registered assigns (the
"Holder"), the principal sum of ___________________ Million Dollars
($__________) on December 15, 2009 and to pay interest thereon from December 16,
2002 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually in arrears on June 15 and December 15
of each year, commencing on June 15, 2003, at the rate of 5.125% per annum,
until the principal hereof is paid or made available for

-----------------------
** Insert in Global Securities.

<PAGE>

payment, provided that any principal, and any such installment of interest, that
is overdue shall bear interest at the rate of 5.125% per annum (to the extent
that the payment of such interest shall be legally enforceable), from the dates
such amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Series D Senior Note
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the close of
business on the Business Day preceding such Interest Payment Date; provided,
that with respect to Series D Senior Notes that are not represented by one or
more Global Securities, the Regular Record Date shall be the close of business
on the 15th calendar day (whether or not a Business Day) preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Series D Senior Note (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Series D Senior Notes not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Series D Senior Notes may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.

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

         Payment of the principal of and interest on this Series D Senior Note
will be made at the office of the Paying Agent, in the Borough of Manhattan,
City and State of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts, with any such payment that is due at the Stated Maturity of any
Series D Senior Note being made upon surrender of such Series D Senior Note to
such office or agency; provided, however, that at the option of the Company
payment of interest, subject to such surrender where applicable, may be made (i)
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (ii) by wire transfer at such place and
to such account at a banking institution in the United States as may be
designated in writing to the Trustee at least sixteen (16) days prior to the
date for payment by the Person entitled thereto.

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

                                       2

<PAGE>

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



                                       3

<PAGE>

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

Dated: _____________                      Dominion Resources, Inc.





                                          By: __________________________________


                                          Name:  _______________________________

                                          Title:  ______________________________




                                       4

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                           JPMORGAN CHASE BANK,
                                           as Trustee

                                           By: ________________________________
                                               Authorized Officer


                                       5

<PAGE>

                         REVERSE OF SERIES D SENIOR NOTE

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of June 1, 2000, as heretofore supplemented
and amended and as further supplemented by a Fifteenth Supplemental Indenture
dated as of December 1, 2002 (collectively, as amended or supplemented from time
to time, herein called the "Indenture", which term shall have the meaning
assigned to it in such instrument), between the Company and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof (the "Series D Senior Notes") which
is unlimited in aggregate principal amount.

         The Series D Senior Notes are redeemable, in whole or in part, at any
time, in the manner and with the effect provided in the Indenture.

         If an Event of Default with respect to Series D Senior Notes shall
occur and be continuing, the principal of the Series D Senior Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Series D Senior Note shall be conclusive and binding upon such Holder
and upon all future Holders of this Series D Senior Note and of any Series D
Senior Note issued upon the registration of transfer hereof or in exchange
therefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Series D Senior Note.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Series D Senior Note shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or
trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Series D Senior Notes, the Holders of not less than a
majority in principal amount of the Series D Senior Notes at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Series D Senior Notes at the time
Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any

                                       6

<PAGE>

suit instituted by the Holder of this Series D Senior Note for the enforcement
of any payment of principal hereof or premium, if any, or interest hereon on or
after the respective due dates expressed or provided for herein.

         No reference herein to the Indenture and no provision of this Series D
Senior Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, premium,
if any, and interest on this Series D Senior Note at the times, place and rate,
and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Series D Senior Note is registrable in the
Security Register, upon surrender of this Series D Senior Note for registration
of transfer at the office or agency of the Company in any place where the
principal of, premium, if any, and interest on this Series D Senior Note are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Series D Senior Notes and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

         The Series D Senior Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Series D Senior Notes are exchangeable for a like aggregate principal amount of
Series D Senior Notes having the same Stated Maturity and of like tenor of any
authorized denominations as requested by the Holder upon surrender of the Series
D Senior Note or Series D Senior Notes to be exchanged at the office or agency
of the Company.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Series D Senior Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Series D Senior Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

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


                                       7

<PAGE>

                                  ABBREVIATIONS

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

TEN COM -                as tenants in common


TEN ENT -                as tenants by the entireties


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

UNIF GIFT MIN ACT -      _________________________________________ Custodian for
                         (Cust)


                         _________________________________________
                         (Minor)

                         Under Uniform Gifts to Minors Act of

                         _________________________________________
                         (State)


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

__________________________________________________________________


                                       8

<PAGE>

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

-------------------------------------------------------------------------------.

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

-------------------------------------------------------------------------------.

-------------------------------------------------------------------------------.

-------------------------------------------------------------------------------.


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


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


-------------------------------------------------------------------------------.

-------------------------------------------------------------------------------.

-------------------------------------------------------------------------------.




-------------------------------------------------------------------------------.

-------------------------------------------------------------------------------.

-------------------------------------------------------------------------------.

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

Dated: __________________ __, ____




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


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


                                       9

<PAGE>

                                    EXHIBIT B
                          CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                             JPMORGAN CHASE BANK,
                                             as Trustee

                                             By: _______________________________
                                                 Authorized Officer