<PAGE>

                                                                    EXHIBIT 4.11




                     AMENDED AND RESTATED TRUST AGREEMENT

                    OF DOMINION RESOURCES CAPITAL TRUST II

                                 By and Among

                           DOMINION RESOURCES, INC.
                                  as Sponsor,

                           THE CHASE MANHATTAN BANK
                             as Property Trustee,

                CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
                             as Delaware Trustee,

                                      and

                   THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                          Dated as of January 1, 2001
<PAGE>

                            CROSS REFERENCE TABLE*

<TABLE>
<CAPTION>
SECTION OF TRUST
INDENTURE ACT OF                                                                           SECTION OF
1939, AS AMENDED                                                                            AGREEMENT
----------------                                                                            ---------
<S>                                                                                 <C>
     310(A)....................................................................................6.3
     310(B).........................................................................6.3(c); 6.3(d)
     310(C)...........................................................................INAPPLICABLE
     311(A).................................................................................2.2(b)
     311(B).................................................................................2.2(b)
     311(C)...........................................................................INAPPLICABLE
     312(A).................................................................................2.2(a)
     312(B).................................................................................2.2(b)
     312(C)...........................................................................INAPPLICABLE
     313(A)....................................................................................2.3
     313(B)....................................................................................2.3
     313(C)....................................................................................2.3
     313(D)....................................................................................2.3
     314(A)....................................................................................2.4
     314(B)...........................................................................INAPPLICABLE
     314(C)....................................................................................2.5
     314(D)...........................................................................INAPPLICABLE
     314(E)....................................................................................2.5
     314(F)...........................................................................INAPPLICABLE
     315(A)........................................................................3.9(b); 3.10(a)
     315(B).................................................................................2.7(a)
     315(C).................................................................................3.9(a)
     315(D).................................................................................3.9(b)
     316(A)....................................................................2.6; 7.5(b); 7.6(c)
     316(B)...........................................................................INAPPLICABLE
     316(C)...........................................................................INAPPLICABLE
     317(A)...................................................................................3.16
     317(B)...........................................................................INAPPLICABLE
     318(A).................................................................................2.1(c)
</TABLE>

___________

     * THIS CROSS-REFERENCE TABLE DOES NOT CONSTITUTE PART OF THE AGREEMENT AND
SHALL NOT HAVE ANY BEARING UPON THE INTERPRETATION OF ANY OF ITS TERMS OR
PROVISIONS.

                                       i
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
ARTICLE 1 INTERPRETATIONS AND DEFINITIONS......................................................................   1
   Section 1.1    Interpretation and Definitions...............................................................   1
ARTICLE 2 TRUST INDENTURE ACT..................................................................................   9
   Section 2.1    Trust Indenture Act; Application.............................................................   9
   Section 2.2    Lists of Holders of Securities...............................................................   9
   Section 2.3    Reports by the Property Trustee..............................................................  10
   Section 2.4    Periodic Reports to the Property Trustee.....................................................  10
   Section 2.5    Evidence of Compliance with Conditions Precedent.............................................  10
   Section 2.6    Trust Enforcement Events; Waiver.............................................................  10
   Section 2.7    Trust Enforcement Event; Notice..............................................................  12
ARTICLE 3 ORGANIZATION.........................................................................................  13
   Section 3.1    Name and Organization........................................................................  13
   Section 3.2    Office.......................................................................................  13
   Section 3.3    Purpose......................................................................................  13
   Section 3.4    Authority....................................................................................  13
   Section 3.5    Title to Property of the Trust...............................................................  14
   Section 3.6    Powers and Duties of the Administrative Trustees.............................................  14
   Section 3.7    Prohibition of Actions by the Trust and the Trustees.........................................  17
   Section 3.8    Powers and Duties of the Property Trustee....................................................  18
   Section 3.9    Certain Duties and Responsibilities of the Property Trustee..................................  20
   Section 3.10   Certain Rights of Property Trustee...........................................................  21
   Section 3.11   Delaware Trustee.............................................................................  24
   Section 3.12   Execution of Documents.......................................................................  24
   Section 3.13   Not Responsible for Recitals or Issuance of Securities.......................................  24
   Section 3.14   Duration of Trust............................................................................  25
   Section 3.15   Mergers......................................................................................  25
   Section 3.16   Property Trustee May File Proofs of Claim....................................................  26
ARTICLE 4 SPONSOR..............................................................................................  27
   Section 4.1    Responsibilities of the Sponsor..............................................................  27
   Section 4.2    Fees and Expenses of the Trustees............................................................  28
ARTICLE 5 TRUST COMMON SECURITIES HOLDER.......................................................................  28
   Section 5.1    Debenture Issuer's Purchase of Common Securities.............................................  28
   Section 5.2    Covenants of the Common Securities Holder....................................................  28
ARTICLE 6 TRUSTEES.............................................................................................  29
   Section 6.1    Number of Trustees...........................................................................  29
   Section 6.2    Delaware Trustee; Eligibility................................................................  29
   Section 6.3    Property Trustee; Eligibility................................................................  29
   Section 6.4    Qualifications of Administrative Trustees and Delaware Trustee Generally.....................  30
   Section 6.5    Initial Administrative Trustees..............................................................  30
   Section 6.6    Appointment, Removal and Resignation of Trustees.............................................  30
   Section 6.7    Vacancies among Trustees.....................................................................  32
   Section 6.8    Effect of Vacancies..........................................................................  32
   Section 6.9    Meetings.....................................................................................  32
   Section 6.10   Delegation of Power..........................................................................  33
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                                                              <C>
   Section 6.11   Merger, Conversion, Consolidation or Succession to Business..................................  33
ARTICLE 7 TERMS OF SECURITIES..................................................................................  33
   Section 7.1    General Provisions Regarding Securities......................................................  33
   Section 7.2    Distributions................................................................................  36
   Section 7.3    Redemption of Securities.....................................................................  38
   Section 7.4    Redemption Procedures........................................................................  38
   Section 7.5    Voting Rights of Trust Preferred Securities..................................................  40
   Section 7.6    Voting Rights of Common Securities...........................................................  42
   Section 7.7    Paying Agent.................................................................................  43
   Section 7.8    Listing......................................................................................  44
   Section 7.9    Transfer of Securities.......................................................................  44
   Section 7.10   Mutilated, Destroyed, Lost or Stolen Certificates............................................  45
   Section 7.11   Deemed Security Holders......................................................................  46
   Section 7.12   Global Securities............................................................................  46
   Section 7.13   [INTENTIONALLY OMITTED]......................................................................  48
   Section 7.14   Cancellation.................................................................................  48
ARTICLE 8 DISSOLUTION AND TERMINATION OF TRUST.................................................................  48
   Section 8.1    Dissolution and Termination of Trust.........................................................  48
   Section 8.2    Liquidation Distribution Upon Dissolution of the Trust.......................................  49
ARTICLE 9 LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, DELAWARE TRUSTEES OR OTHERS........................  50
   Section 9.1    Liability....................................................................................  50
   Section 9.2    Exculpation..................................................................................  50
   Section 9.3    Fiduciary Duty...............................................................................  51
   Section 9.4    Indemnification..............................................................................  52
   Section 9.5    Outside Businesses...........................................................................  54
ARTICLE 10 ACCOUNTING..........................................................................................  55
   Section 10.1   Fiscal Year..................................................................................  55
   Section 10.2   Certain Accounting Matters...................................................................  55
   Section 10.3   Banking......................................................................................  55
   Section 10.4   Withholding..................................................................................  55
ARTICLE 11 AMENDMENTS AND MEETINGS.............................................................................  56
   Section 11.1   Amendments...................................................................................  56
   Section 11.2   Meetings of the Holders of Securities; Action by Written Consent.............................  58
ARTICLE 12 REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE............................................  59
   Section 12.1   Representations and Warranties of the Property Trustee.......................................  59
   Section 12.2   Representations and Warranties of the Delaware Trustee.......................................  60
ARTICLE 13 MISCELLANEOUS.......................................................................................  61
   Section 13.1   Notices......................................................................................  61
   Section 13.2   Governing Law................................................................................  62
   Section 13.3   Intention of the Parties.....................................................................  62
   Section 13.4   Headings.....................................................................................  62
   Section 13.5   Successors and Assigns.......................................................................  62
   Section 13.6   Partial Enforceability.......................................................................  62
   Section 13.7   Counterparts.................................................................................  62
</TABLE>

                                      iii
<PAGE>

EXHIBITS
--------

EXHIBIT A         FORM OF TRUST PREFERRED SECURITY CERTIFICATE
EXHIBIT B         FORM OF COMMON SECURITY CERTIFICATE

                                      iv
<PAGE>

                     AMENDED AND RESTATED TRUST AGREEMENT


     This AMENDED AND RESTATED TRUST AGREEMENT OF DOMINION RESOURCES CAPITAL
TRUST II (the "Trust Agreement"), dated as of January 1, 2001, is entered into
by and among (i) Dominion Resources, Inc., a Virginia corporation, as sponsor
(the "Sponsor"), (ii)(a) The Chase Manhattan Bank, a New York banking
corporation, as initial Property Trustee, (b) Chase Manhattan Bank USA, National
Association (as successor to Chase Manhattan Bank Delaware), as initial Delaware
Trustee, and (c) G. Scott Hetzer, an individual, and James P. Carney, an
individual, each of whose address is 120 Tredegar Street, Richmond Virginia
23219 (each an "Administrative Trustee" and, collectively, the "Administrative
Trustees" and, together with the Property Trustee and the Delaware Trustee, the
"Trustees", all not in their individual capacities, but solely as Trustees) and
(iii) the several Holders as hereinafter defined.


                                   RECITALS

     WHEREAS, the Delaware Trustee and the Sponsor established Dominion
Resources Capital Trust II (the "Trust"), a business trust under the Business
Trust Act (as defined, together with other capitalized terms, herein) pursuant
to a Trust Agreement dated as of December 17, 1999, (the "Original Trust
Agreement") and a Certificate of Trust (the "Certificate of Trust") filed with
the Secretary of State of the State of Delaware on December 17, 1999;

     WHEREAS, the sole purpose of the Trust shall be to issue and sell certain
securities representing undivided beneficial ownership interests in the assets
of the Trust, to invest the proceeds from such sales in the Debentures issued by
the Debenture Issuer and to engage in only those activities necessary or
incidental thereto; and

     WHEREAS, the parties hereto, by this Trust Agreement, amend and restate
each and every term and provision of the Original Trust Agreement;

     NOW, THEREFORE, it being the intention of the parties hereto to continue
the Trust as a business trust under the Business Trust Act and that this Trust
Agreement constitute the governing instrument of such business trust, the
Trustees hereby declare that all assets contributed to the Trust be held in
trust for the benefit of the Holders, from time to time, of the Securities
representing undivided beneficial ownership interests in the assets of the Trust
issued hereunder, subject to the provisions of this Trust Agreement.


                                   ARTICLE 1
                        INTERPRETATIONS AND DEFINITIONS

     Section 1.1   Interpretation and Definitions. Unless the context otherwise
                   ------------------------------
requires:

          (a)  capitalized terms used in this Trust Agreement but not defined in
     the preamble above have the meanings assigned to them in this Section 1.1;

                                       1
<PAGE>

          (b)  a term defined anywhere in this Trust Agreement has the same
     meaning throughout;

          (c)  all references to "the Trust Agreement" or "this Trust Agreement"
     are to this Trust Agreement as modified, supplemented or amended from time
     to time;

          (d)  all references in this Trust Agreement to Articles, Sections,
     Recitals and Exhibits are to Articles and Sections of, or Recitals and
     Exhibits to, this Trust Agreement unless otherwise specified;

          (e)  unless otherwise defined in this Trust Agreement, a term defined
     in the Trust Indenture Act has the same meaning when used in this Trust
     Agreement; and

          (f)  a reference to the singular includes the plural and vice versa
     and a reference to any masculine form of a term shall include the feminine
     form of a term, as applicable.

          (g)  the following terms have the following meanings:

     "Additional Tax Sums" has the meaning specified in Section 4.8 of the
Indenture.

     "Administrative Trustee" means any Trustee other than the Property Trustee
and the Delaware Trustee.

     "Affiliate" of any specified Person shall mean any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person shall mean the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" shall have meanings correlative to
the foregoing.

     "Authorized Officer" of a Person means any Person who is authorized to bind
such Person.

     "Bankruptcy Event" means, with respect to any Person:

          (a)  the entry of a decree or order by a court having jurisdiction in
     the premises judging such Person a bankrupt or insolvent, or approving as
     properly filed a petition seeking reorganization, arrangement, adjudication
     or composition of or in respect of such Person under any applicable Federal
     or State bankruptcy, insolvency, reorganization or other similar law, or
     appointing a receiver, liquidator, assignee, trustee, sequestrator (or
     other similar official) of such Person or of any substantial part of its
     property or ordering the winding up or liquidation of its affairs, and the
     continuance of any such decree or order unstayed and in effect for a period
     of 60 consecutive days; or

          (b)  the institution by such Person of proceedings to be adjudicated
     bankrupt or insolvent, or the consent by it to the institution of
     bankruptcy or insolvency proceedings against it, or the filing by it of a
     petition or answer or consent seeking reorganization or

                                       2
<PAGE>

     relief under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law, or the consent by it to the filing of
     any such petition or to the appointment of a receiver, liquidator,
     assignee, trustee, sequestrator (or other similar official) of such Person
     or of any substantial part of its property, or the making by it of an
     assignment for the benefit of creditors, or the admission by it in writing
     of its inability to pay its debts generally as they become due and its
     willingness to be adjudicated a bankrupt, or the taking of corporate action
     by such Person in furtherance of any such action.

     "Beneficial Owners" means, for Trust Preferred Securities represented by a
Global Security, the Person who acquires an interest in the Trust Preferred
Securities which is reflected on the records of the Depositary through the
Depositary Participants.

     "Business Day" means any day, other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in the Borough of Manhattan, The City of New
York, or Richmond, Virginia are authorized or required by law, regulation or
executive order to close, or (iii) a day on which the Corporate Trust Office or
the Indenture Trustee's principal corporate office is closed for business.

     "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code Section 3801 et seq., as it may be amended from time to time, or any
successor legislation.

     "Certificate" means a Common Security Certificate or a Trust Preferred
Security Certificate.

     "Certificate of Trust" has the meaning specified in the Recitals hereto.

     "Closing Date" means the date or dates on which the Trust Preferred
Securities are issued and sold.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation. A reference to a specific section of the
Code refers not only to such specific section but also to any corresponding
provision of any federal tax statute enacted after the date of this Trust
Agreement, as such specific section or corresponding provision is in effect on
the date of application of the provisions of this Trust Agreement containing
such reference.

     "Commission" means the Securities and Exchange Commission or any successor
thereto.

     "Common Security" has the meaning specified in Section 7.1.

     "Common Security Certificate" means a definitive certificate in fully
registered form representing one or more Common Securities, substantially in the
form of Exhibit B hereto.

     "Common Securities Holder" means Dominion Resources, Inc., in its capacity
as purchaser and holder of all of the Common Securities issued by the Trust.

                                       3
<PAGE>

     "Corporate Trust Office" means the office of the Property Trustee at which
at any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Trust Agreement is
located at 450 West 33rd Street, 15/th/ Floor, New York, NY 10001, Attention:
Institutional Trust Services.

     "Covered Person" means (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder.

     "Debentures" shall mean the 8.4% Junior Subordinated Debentures due January
30, 2041 to be issued, from time to time, by the Debenture Issuer under the
Indenture.

     "Debenture Issuer" shall mean Dominion Resources, Inc., a Virginia
corporation, in its capacity as issuer of the Debentures under the Indenture.

     "Debenture Issuer Indemnified Person" shall mean (A) any Administrative
Trustee, (B) any Affiliate of any Administrative Trustee, (C) any officers,
directors, shareholders, members, partners, employees, representatives or agents
of any Administrative Trustee or any Affiliate thereof or (D) any officer,
employee or agent of the Trust or its Affiliates.

     "Delaware Trustee" means the Trustee meeting the eligibility requirements
set forth in Section 6.2.

     "Depositary" means, with respect to Securities issuable in whole or in part
in the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities.

     "Depositary Participant" means a member of, or participant in, the
Depositary.

     "Direct Action" has the meaning specified in Section 3.8(e).

     "Distribution" means a distribution payable to Holders of Securities in
accordance with Section 7.2.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation.

     "Fiduciary Indemnified Person" has the meaning set forth in Section 9.4(b).

     "Fiscal Year" has the meaning specified in Section 10.1.

     "Global Security" means a fully registered, global Trust Preferred Security
Certificate.

     "Guarantee" means the Trust Preferred Securities Guarantee Agreement, dated
as of January 17, 2001, of the Sponsor in respect of the Securities.

                                      4
<PAGE>

     "Holder" means any holder of Securities, as registered on the books and
records of the Trust; provided, however, that in determining whether the Holders
of the requisite Liquidation Amount of Trust Preferred Securities have voted on
any matter provided for in this Trust Agreement, then for the purpose of such
determination only (and not for any other purpose hereunder), if the Trust
Preferred Securities remain in the form of one or more Global Securities and if
the Depositary which is the holder of such Global Securities has sent an omnibus
proxy to the Trust assigning voting rights to Depositary Participants to whose
accounts the Trust Preferred Securities are credited on the record date, the
term "Holders" shall mean such Depositary Participants acting at the direction
of the Beneficial Owners.

     "Indemnified Person" means a Debenture Issuer Indemnified Person or a
Fiduciary Indemnified Person.

     "Indenture" means the Indenture, dated as of December 1, 1997, as
previously supplemented and amended and as further supplemented and amended by
the Second Supplemental Indenture dated as of January 1, 2001 (the "Second
Supplemental Indenture"), between the Debenture Issuer and The Chase Manhattan
Bank, as Trustee, pursuant to which the Debentures are to be issued.

     "Indenture Event of Default" has the meaning given to the term "Event of
Default" in the Indenture.

     "Indenture Trustee" means The Chase Manhattan Bank, in its capacity as
trustee under the Indenture until a successor is appointed thereunder, and
thereafter means such successor trustee.

     "Investment Company" means an investment company as defined in the
Investment Company Act and the regulations promulgated thereunder.

     "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

     "Investment Company Event" means the receipt by the Trust of an opinion of
a nationally recognized independent counsel (an "Investment Company Act
Opinion"), to the effect that, as a result of the occurrence of a change in law
or regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), there is more than an insubstantial risk
that the Trust is or will be considered an "investment company" that is required
to be registered under the Investment Company Act, which Change in 1940 Act Law
becomes effective on or after the Closing Date.

     "Legal Action" has the meaning specified in Section 3.6(g).

     "Liquidation Amount" means the stated amount of $25 per Trust Preferred
Security.

     "List of Holders" has the meaning specified in Section 2.2(a).

                                       5
<PAGE>

     "Majority in Liquidation Amount" means, except as provided in the terms of
the Trust Preferred Securities or by the Trust Indenture Act, Holder(s) of
outstanding Securities, voting together as a single class, or, as the context
may require, Holders of outstanding Trust Preferred Securities or Holders of
outstanding Common Securities, voting separately as a class, who are the record
owners of more than 50% of the aggregate Liquidation Amount (including the
stated amount that would be paid on redemption, liquidation or otherwise, plus
accumulated and unpaid Distributions to the date upon which the voting
percentages are determined) of all outstanding Securities of the relevant class.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed on behalf of such Person by two Authorized Officers of such Person. To
the extent applicable, such certificate will also specify procedures, acceptable
to the Property Trustee, regarding the issuance of a Tranche of Securities.  Any
Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Trust Agreement shall include:

          (a)  a statement that each officer signing the Officers' Certificate
     has read the covenant or condition and the definitions relating thereto;

          (b)  a brief statement of the nature and scope of the examination or
     investigation undertaken by each officer on behalf of such Person in
     rendering the Officers' Certificate;

          (c)  a statement that each such officer has made such examination or
     investigation as, in such officer's opinion, is necessary to enable such
     officer on behalf of such Person to express an informed opinion as to
     whether or not such covenant or condition has been complied with; and

          (d)  a statement as to whether, in the opinion of each such officer
     acting on behalf of such Person, such condition or covenant has been
     complied with; provided, that the term "Officers' Certificate", when used
     with reference to Administrative Trustees who are natural persons shall
     mean a certificate signed by two or more of the Administrative Trustees
     which otherwise satisfies the foregoing requirements.

     "Paying Agent" has the meaning specified in Section 7.7.

     "Payment Amount" has the meaning specified in Section 7.2(c).

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Property Account" has the meaning specified in Section 3.8(c).

                                       6
<PAGE>

     "Property Trustee" means the Trustee meeting the eligibility requirements
set forth in Section 6.3.

     "Pro Rata" means pro rata to each Holder of Securities according to the
aggregate Liquidation Amount of the Securities held by the relevant Holder in
relation to the aggregate Liquidation Amount of all Securities outstanding.

     "Quorum" means a majority of the Administrative Trustees or, if there are
only two Administrative Trustees, both of them.

     "Redemption/Distribution Notice" has the meaning specified in Section
7.4(a) hereto.

     "Redemption Price" means the Liquidation Amount of the Securities to be
redeemed, which amount will equal (i) the redemption price paid by the Debenture
Issuer to repay or redeem, in whole or in part, the Debentures held by the Trust
plus an amount equal to accumulated and unpaid Distributions on such Securities
through the date of their redemption or (ii) such lesser amount as will be
received by the Trust in respect of the Debentures so repaid or redeemed.

     "Related Party" means, with respect to the Sponsor, any direct or wholly
owned subsidiary of the Sponsor or any Person that owns, directly or indirectly,
100% of the outstanding voting securities of the Sponsor.

     "Responsible Officer" means, with respect to the Property Trustee, any
officer with direct responsibility for the administration of this Trust
Agreement and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

     "Securities" means the Common Securities and the Trust Preferred
Securities.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

     "Special Event" means a Tax Event or an Investment Company Event.

     "Sponsor" means Dominion Resources, Inc., a Virginia corporation, or any
successor entity in a transaction involving the Sponsor that is permitted by
Article XI of the Indenture and pursuant to which the successor agrees in
writing to perform the Sponsor's obligations hereunder.

     "Successor Delaware Trustee" has the meaning specified in Section 6.6(b).

     "Successor Entity" has the meaning specified in Section 3.15(b)(i).

     "Successor Property Trustee" has the meaning specified in Section 6.6(b).

                                       7
<PAGE>

     "Successor Security" has the meaning specified in Section 3.15(b)(i)(B).

     "Super Majority" has the meaning specified in Section 2.6(a)(ii).

     "Tax Event" means the receipt by the Trust of an opinion of independent tax
counsel experienced in such matters ("Tax Event Opinion"), to the effect that,
as a result of (a) any amendment to, change in or announced prospective change
in the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or (b) any
official administrative written decision, pronouncement or action, or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective or which proposed change, pronouncement, decision or action
is announced on or after the Closing Date, there is more than an insubstantial
risk that (i) the Trust is, or will be within 90 days of the date of such
opinion, subject to the United States federal income tax with respect to income
received or accrued on the Debentures, (ii) interest payable to the Trust by the
Debenture Issuer on the Debentures is not, or within 90 days of the date of such
opinion will not be, deductible, in whole or in part, by the Debenture Issuer
for United States federal income tax purposes, or (iii) the Trust is, or will be
within 90 days of the date of such opinion, subject to a material amount of
other taxes, duties or other governmental charges.

     "10% in Liquidation Amount" means, except as provided in the terms of the
Trust Preferred Securities or by the Trust Indenture Act, Holder(s) of
outstanding Securities, voting together as a single class, or, as the context
may require, Holders of outstanding Trust Preferred Securities or Holders of
outstanding Common Securities, voting separately as a class, who are the record
owners of 10% or more of the aggregate Liquidation Amount (including the stated
amount that would be paid on redemption, liquidation or otherwise, plus accrued
and unpaid Distributions to the date upon which the voting percentages are
determined) of all outstanding Securities of the relevant class.

     "Tranche" means Securities issued after the initial Closing Date which are
of the same series as the Securities and have identical terms as the Securities,
except for aggregate amount, the price at which such Securities are sold to the
public and the date of issuance.

     "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

     "Trust Enforcement Event" in respect of the Securities means (i) an
Indenture Event of Default has occurred and is continuing in respect of the
Debentures or (ii) the voluntary or involuntary dissolution, winding up or
termination of the Trust, except in connection with (A) the distribution of the
Debentures to the holders of the Securities, (B) the redemption of all of the
Securities and (C) mergers, consolidations or amalgamations of the Trust
permitted by this Trust Agreement.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

                                       8
<PAGE>

     "Trustee" or "Trustees" means each Person who has signed this Trust
Agreement as a trustee, so long as such Person shall continue as a trustee in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

     "Trust Preferred Security" has the meaning specified in Section 7.1.

     "Trust Preferred Security Certificate" means a definitive certificate in
fully registered form representing one or more Trust Preferred Securities,
substantially in the form of Exhibit A.

     "Trust Property" means (i) the Debentures, (ii) any cash on deposit in, or
owing to the Property Account (as defined in Section 3.8(c)(i) herein) and (iii)
all proceeds and rights in respect of the foregoing and any other property and
assets for the time being held or deemed to be held by the Property Trustee
pursuant to this Agreement.


                                   ARTICLE 2
                              TRUST INDENTURE ACT

     Section 2.1    Trust Indenture Act; Application.
                    --------------------------------

          (a)  This Trust Agreement is subject to the provisions of the Trust
     Indenture Act that are required to be part of this Trust Agreement and
     shall, to the extent applicable, be governed by such provisions.

          (b)  The Property Trustee shall be the only Trustee that is a Trustee
     for the purposes of the Trust Indenture Act.

          (c)  If and to the extent that any provision of this Trust Agreement
     conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
     Trust Indenture Act, such imposed duties shall control.

          (d)  The application of the Trust Indenture Act to this Trust
     Agreement shall not affect the Trust's classification as a grantor trust
     for United States federal income tax purposes and shall not affect the
     nature of the Securities as representing undivided beneficial ownership
     interests in the assets of the Trust.

     Section 2.2    Lists of Holders of Securities.
                    ------------------------------

          (a)  Each of the Sponsor and the Administrative Trustees on behalf of
     the Trust shall provide the Property Trustee at any time when the Property
     Trustee is not also acting as Security Registrar for the Securities (i)
     except while the Trust Preferred Securities are represented by one or more
     Global Securities, at least five Business Days prior to the date for
     payment of Distributions, a list, in such form as the Property Trustee may
     reasonably require, of the names and addresses of the Holders of the
     Securities

                                       9
<PAGE>

     ("List of Holders") as of the record date relating to the payment of such
     Distributions, and (ii) at any other time, within 30 days of receipt by the
     Trust of a written request from the Property Trustee for a List of Holders,
     as of a date no more than 15 days before such List of Holders is given to
     the Property Trustee; provided that neither the Sponsor nor the
     Administrative Trustees on behalf of the Trust shall be obligated to
     provide such List of Holders at any time the List of Holders does not
     differ from the most recent List of Holders given to the Property Trustee
     by the Sponsor and the Administrative Trustees on behalf of the Trust. The
     Property Trustee shall preserve, in as current a form as is reasonably
     practicable, all information contained in Lists of Holders given to it or
     which it receives in the capacity as Paying Agent (if acting in such
     capacity), provided that the Property Trustee may destroy any List of
     Holders previously given to it on receipt of a new List of Holders.

          (b)  The Property Trustee shall comply with its obligations under, and
     shall be entitled to the benefits of, Sections 311(a), 311(b) and 312(b) of
     the Trust Indenture Act.

     Section 2.3    Reports by the Property Trustee. Within 60 days after
                    -------------------------------
September 15 of each year (commencing with the year of the initial issuance of
the Trust Preferred Securities), the Property Trustee shall provide to the
Holders of the Trust Preferred Securities such reports as are required by
Section 313(a) of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Property Trustee shall
also comply with the other requirements of Section 313 of the Trust Indenture
Act. The Sponsor shall promptly notify the Property Trustee when the Trust
Preferred Securities are listed on any stock exchange.

     Section 2.4    Periodic Reports to the Property Trustee. Each of the
                    ----------------------------------------
Sponsor and the Administrative Trustees on behalf of the Trust shall provide to
the Property Trustee such documents, reports and information as required by
Section 314 of the Trust Indenture Act (if any) and the compliance certificate
required by Section 314(a)(4) of the Trust Indenture Act in the form, in the
manner and at the times required by Section 314 of the Trust Indenture Act,
provided that such compliance certificate shall be delivered on or before 120
days after the end of each calendar year of the Sponsor.

     Section 2.5    Evidence of Compliance with Conditions Precedent. Each of
                    ------------------------------------------------
the Sponsor and the Administrative Trustees on behalf of the Trust shall provide
to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) may be given in the form of an Officers' Certificate.

     Section 2.6    Trust Enforcement Events; Waiver.
                    --------------------------------

          (a)  The Holders of a Majority in Liquidation Amount of the Trust
     Preferred Securities may, by vote or written consent, on behalf of the
     Holders of all of the Trust Preferred Securities, waive any past Trust
     Enforcement Event in respect of the Trust Preferred Securities and its
     consequences, provided that, if the underlying Indenture Event of Default:

                                      10
<PAGE>

               (i)    is not waivable under the Indenture, the Trust Enforcement
          Event under the Trust Agreement shall also not be waivable; or

               (ii)   requires the consent or vote of the Holders of greater
          than a majority in principal amount of the Debentures (a "Super
          Majority") to be waived under the Indenture, the related Trust
          Enforcement Event under the Trust Agreement may only be waived by the
          vote or written consent of the Holders of at least the proportion in
          Liquidation Amount of the Trust Preferred Securities that the relevant
          Super Majority represents of the aggregate principal amount of the
          Debentures outstanding.

     The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Trust Agreement and
the Securities, as permitted by the Trust Indenture Act. Upon such waiver, any
such default shall cease to exist, and any Trust Enforcement Event with respect
to the Trust Preferred Securities arising therefrom shall be deemed to have been
cured, for every purpose of this Trust Agreement and the Trust Preferred
Securities, but no such waiver shall extend to any subsequent or other Trust
Enforcement Event with respect to the Trust Preferred Securities or impair any
right consequent thereon. Any waiver by the Holders of the Trust Preferred
Securities of a Trust Enforcement Event with respect to the Trust Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Trust Enforcement Event with respect to the Common
Securities for all purposes of this Trust Agreement without any further act,
vote, or consent of the Holders of the Common Securities.

          (b)  The Holders of a Majority in Liquidation Amount of the Common
     Securities may, by vote or written consent, on behalf of the Holders of all
     of the Common Securities, waive any past Trust Enforcement Event in respect
     of the Common Securities and its consequences, provided that, if the
     underlying Indenture Event of Default:

                  (i)   is not waivable under the Indenture, except where the
          Holders of the Common Securities are deemed to have waived such Trust
          Enforcement Event under the Trust Agreement as provided below in this
          Section 2.6(b), the Trust Enforcement Event under the Trust Agreement
          shall also not be waivable; or

                  (ii)  requires the consent or vote of a Super Majority to be
          waived under the Indenture, except where the Holders of the Common
          Securities are deemed to have waived such Trust Enforcement Event
          under the Trust Agreement as provided below in this Section 2.6(b),
          the Trust Enforcement Event under the Trust Agreement may only be
          waived by the vote or written consent of the Holders of at least the
          proportion in Liquidation Amount of the Common Securities that the
          relevant Super Majority represents of the aggregate principal amount
          of the Debentures outstanding; provided further, each Holder of Common
          Securities will be deemed to have waived any Trust Enforcement Event
          and all Trust Enforcement Events with respect to the Common Securities
          and the consequences thereof until all Trust Enforcement Events with
          respect to the Trust Preferred Securities have been cured, waived or
          otherwise eliminated, and until

                                      11
<PAGE>

          such Trust Enforcement Events with respect to the Trust Preferred
          Securities have been so cured, waived or otherwise eliminated, the
          Property Trustee will be deemed to be acting solely on behalf of the
          Holders of the Trust Preferred Securities and only the Holders of the
          Trust Preferred Securities will have the right to direct the Property
          Trustee in accordance with the terms of the Securities. The foregoing
          provisions of this Section 2.6(b) shall be in lieu of Sections
          316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
          Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are
          hereby expressly excluded from this Trust Agreement and the
          Securities, as permitted by the Trust Indenture Act. Subject to the
          foregoing provisions of this Section 2.6(b), upon such cure, waiver or
          other elimination, any such default shall cease to exist and any Trust
          Enforcement Event with respect to the Common Securities arising
          therefrom shall be deemed to have been cured for every purpose of this
          Trust Agreement, but no such waiver shall extend to any subsequent or
          other Trust Enforcement Event with respect to the Common Securities or
          impair any right consequent thereon.

          (c) A waiver of an Indenture Event of Default by the Property Trustee
     at the direction of the Holders of the Trust Preferred Securities
     constitutes a waiver of the corresponding Trust Enforcement Event with
     respect to the Trust Preferred Securities under this Trust Agreement. The
     foregoing provisions of this Section 2.6(c) shall be in lieu of Section
     316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
     the Trust Indenture Act is hereby expressly excluded from this Trust
     Agreement and the Securities, as permitted by the Trust Indenture Act.

     Section 2.7    Trust Enforcement Event; Notice.
                    -------------------------------

          (a) The Property Trustee shall, within 90 days after the occurrence of
     a Trust Enforcement Event actually known to a Responsible Officer of the
     Property Trustee, transmit by mail, first class postage prepaid, to the
     Holders of the Securities, notices of all such defaults with respect to the
     Securities, unless such defaults have been cured before the giving of such
     notice (the term "defaults" for the purposes of this Section 2.7(a) and (b)
     being hereby defined to be an Indenture Event of Default, not including any
     periods of grace provided for therein and irrespective of the giving of any
     notice provided therein); provided that, except for a default in the
     payment of principal of (or premium, if any) or interest on any of the
     Debentures, the Property Trustee shall be protected in withholding such
     notice if and so long as a Responsible Officer of the Property Trustee in
     good faith determines that the withholding of such notice is in the
     interests of the Holders of the Securities.

          (b) The Property Trustee shall not be deemed to have knowledge of any
     default except:

                 (i)   a default under Sections 6.1(a) and (b) of the Indenture;
          or

                 (ii)  any default as to which the Property Trustee shall have
          received written notice pursuant to Section 3.10(a)(xiv) or of which a
          Responsible Officer

                                      12
<PAGE>

          of the Property Trustee charged with the administration of this Trust
          Agreement shall have actual knowledge.

                                   ARTICLE 3
                                 ORGANIZATION

     Section 3.1    Name and Organization. The Trust hereby continued is named
                    ---------------------
"Dominion Resources Capital Trust II" as such name may be modified from time to
time by the Administrative Trustees following written notice to the Holders of
Securities, the Property Trustee and the Delaware Trustee. The Trust's
activities may be conducted under the name of the Trust or any other name deemed
advisable by the Administrative Trustees.

     Section 3.2    Office. The address of the principal office of the Trust is
                    ------
c/o Dominion Resources, Inc., 120 Tredegar Street Richmond , Virginia 23219. On
10 Business Days' written notice to the Holders of Securities, the Property
Trustee and the Delaware Trustee, the Administrative Trustees may designate
another principal office.

     Section 3.3    Purpose. The exclusive purposes and functions of the Trust
                    -------
are (a) to issue and sell Securities, including, from time to time, Tranches
thereof, and use the gross proceeds from such sales to acquire the Debentures,
and (b) except as otherwise limited herein, to engage in only those other
activities necessary or incidental thereto. The Trust shall not borrow money,
issue debt or reinvest proceeds derived from investments, pledge any of its
assets or otherwise undertake (or permit to be undertaken) any activity that
would cause the Trust not to be classified as a grantor trust for United States
federal income tax purposes.

     By the acceptance of this Trust, none of the Trustees, the Sponsor, the
Holders of the Trust Preferred Securities or Common Securities or the Beneficial
Owners will take any position for United States federal income tax purposes
which is contrary to the classification of the Trust as a grantor trust.

     Section 3.4    Authority. Subject to the limitations provided in this Trust
                    ---------
Agreement and to the specific duties of the Property Trustee, the Administrative
Trustees shall have exclusive authority to carry out the purposes of the Trust.
An action taken by the Administrative Trustees in accordance with their powers
shall constitute the act of and serve to bind the Trust and an action taken by
the Property Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Trust Agreement.

          (a) Except as expressly set forth in this Trust Agreement and except
     if a meeting of the Administrative Trustees is called with respect to any
     matter over which the Administrative Trustees have power to act, any power
     of the Administrative Trustees may be exercised by, or with the consent of,
     any one such Administrative Trustee.

          (b) Unless otherwise determined by the Administrative Trustees, and
     except as otherwise required by the Business Trust Act or applicable law,
     any Administrative

                                      13
<PAGE>

     Trustee is authorized to execute on behalf of the Trust any documents which
     the Administrative Trustees have the power and authority to cause the Trust
     to execute pursuant to Section 3.6(b), provided, that the registration
     statements referred to in Section 3.6(b)(ii), including any amendments
     thereto, shall be signed by or on behalf of a majority of the
     Administrative Trustees; and

          (c) Any Administrative Trustee may, by power of attorney consistent
     with applicable law, delegate to any other natural person over the age of
     21 his or her power for the purposes of signing any documents which the
     Administrative Trustees have power and authority to cause the Trust to
     execute pursuant to Section 3.6.

     Section 3.5    Title to Property of the Trust. Except as provided in
                    ------------------------------
Section 3.8 with respect to the Debentures and the Property Account or as
otherwise provided in this Trust Agreement, legal title to the Trust Property
shall be vested in the Trust. The Holders shall not have legal title to any part
of the assets of the Trust, but shall have an undivided beneficial ownership
interest in the assets of the Trust. The Property Trustee hereby declares that
it will hold the Trust Property in trust upon and subject to the conditions set
forth herein for the benefit of the Trust and the holders of the Securities.

     Section 3.6    Powers and Duties of the Administrative Trustees. The
                    ------------------------------------------------
Administrative Trustees shall have, except to the extent expressly provided
below, the exclusive power, duty and authority to cause the Trust to engage in
the following activities:

          (a) issue and sell the Trust Preferred Securities (including, from
     time to time, Tranches thereof) and the Common Securities (including, from
     time to time, Tranches thereof) in accordance with this Trust Agreement;
     provided, however, that the Trust may issue no more than one series of
     Trust Preferred Securities and no more than one series of Common
     Securities, and, provided further, that there shall be no interests in the
     Trust other than the Securities; and the issuance of Securities (including
     Tranches) shall be limited to simultaneous issuances of both Trust
     Preferred Securities and Common Securities on each Closing Date.

          (b) in connection with each issue and sale of the Trust Preferred
     Securities, at the direction of the Sponsor, to:

                 (i)   execute and file an application, prepared by the Sponsor,
          to the New York Stock Exchange or any other national stock exchange or
          automated quotation system for listing (if necessary) of any Trust
          Preferred Securities, the Guarantee and the Debentures; provided,
          however, that the Sponsor shall also have the authority to execute and
          file any such application;

                 (ii)  execute and file with the Commission one or more
          registration statements on the applicable forms prepared by the
          Sponsor, including any amendments thereto, pertaining to the Trust
          Preferred Securities, the Guarantee and the Debentures; provided,
          however, that the Sponsor shall also have the authority to execute and
          file any such registration statement or amendments; and

                                      14
<PAGE>

                 (iii)  execute and file any documents prepared by the Sponsor,
          or take any acts as determined by the Sponsor to be necessary, in
          order to qualify or register all or part of the Trust Preferred
          Securities in any State in which the Sponsor has determined to qualify
          or register such Trust Preferred Securities for sale; provided,
          however, that the Sponsor shall also have the authority to execute and
          file any such documents or take such acts;

          (c) to acquire the Debentures with the proceeds of each sale of the
     Trust Preferred Securities and the Common Securities; provided, however,
     that the Administrative Trustees shall cause legal title to the Debentures
     to be held of record in the name of the Property Trustee for the benefit of
     the Holders of the Trust Preferred Securities and the Holders of the Common
     Securities;

          (d) to give the Sponsor and the Property Trustee prompt written notice
     of the occurrence of a Special Event; provided that the Administrative
     Trustees shall consult with the Sponsor before taking or refraining from
     taking any action in relation to any such Special Event;

          (e) to establish a record date with respect to all actions to be taken
     hereunder that require a record date be established, including and with
     respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
     Distributions, voting rights, redemptions and exchanges, and to issue
     relevant notices to the Holders of Trust Preferred Securities and Holders
     of Common Securities as to such actions and applicable record dates;

          (f) to take all actions and perform such duties as may be required of
     the Administrative Trustees pursuant to the terms of this Trust Agreement
     and the Securities;

          (g) to bring or defend, pay, collect, compromise, arbitrate, resort to
     legal action or otherwise adjust claims or demands of or against the Trust
     ("Legal Action"), unless pursuant to Section 3.8(e), the Property Trustee
     has the exclusive power to bring such Legal Action;

          (h) to employ or otherwise engage employees and agents (who may be
     designated as officers with titles) and managers, contractors, advisors and
     consultants to conduct only those services that the Administrative Trustees
     have authority to conduct directly, and to and pay reasonable compensation
     for such services;

          (i) to cause the Trust to comply with the Trust's obligations under
     the Trust Indenture Act;

          (j) to give the certificate required by Section 314(a)(4) of the Trust
     Indenture Act to the Property Trustee, which certificate may be executed by
     any Administrative Trustee;

          (k) to incur expenses that are necessary or incidental to carry out
     any of the purposes of the Trust;

                                      15
<PAGE>

          (l) to act as, or appoint another Person to act as, registrar and
     transfer agent for the Securities;

          (m) to give prompt written notice to the Holders of the Securities of
     any notice received from the Debenture Issuer of its election to defer
     payments of interest on the Debentures by extending the interest payment
     period under the Debentures as authorized by the Indenture;

          (n) to take all action that may be necessary or appropriate for the
     preservation and the continuation of the Trust's valid existence, rights,
     franchises and privileges as a statutory business trust under the laws of
     the State of Delaware and of each other jurisdiction in which such
     existence is necessary to protect the limited liability of the Holders of
     the Trust Preferred Securities and the Holders of the Common Securities or
     to enable the Trust to effect the purposes for which the Trust was created;

          (o) to take any action, not inconsistent with applicable law, that the
     Administrative Trustees determine in their discretion to be necessary or
     desirable in carrying out the purposes and functions of the Trust as set
     out in Section 3.3 or the activities of the Trust as set out in this
     Section 3.6, including, but not limited to:

                 (i)    causing the Trust not to be deemed to be an Investment
          Company required to be registered under the Investment Company Act;

                 (ii)   causing the Trust to be classified as a grantor trust
          for United States federal income tax purposes; and

                 (iii)  cooperating with the Debenture Issuer to ensure that the
          Debentures will be treated as indebtedness of the Debenture Issuer for
          United States federal income tax purposes.

          (p) to take all action necessary to cause all applicable tax returns
     and tax information reports that are required to be filed with respect to
     the Trust to be duly prepared and filed by the Administrative Trustees, on
     behalf of the Trust;

          (q) to execute and deliver all documents or instruments, perform all
     duties and powers, and do all things for and on behalf of the Trust in all
     matters necessary or incidental to the foregoing; and

          (r) to cause to be delivered to the Property Trustee an Officers'
     Certificate with respect to each issuance of a Tranche of Securities.

     The Administrative Trustees shall exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall have no
power to, and shall not, take any action that is inconsistent with the purposes
and functions of the Trust set forth in Section 3.3.

     Subject to this Section 3.6, the Administrative Trustees shall have none of
the powers or the authority of the Property Trustee set forth in Section 3.8.

                                      16
<PAGE>

     Any expenses incurred by the Administrative Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

     Section 3.7    Prohibition of Actions by the Trust and the Trustees.
                    ----------------------------------------------------

          (a) The Trust shall not, and none of the Trustees (including the
     Property Trustee) shall cause the Trust to, engage in any activity other
     than as required or authorized by this Trust Agreement. In particular, the
     Trust shall not and none of the Trustees (including the Property Trustee)
     shall cause the Trust to:

                 (i)    invest any proceeds received by the Trust from holding
          the Debentures, but shall distribute all such proceeds to Holders of
          Securities pursuant to the terms of this Trust Agreement and of the
          Securities;

                 (ii)   acquire any assets other than as expressly provided
          herein;

                 (iii)  possess Trust Property for other than a Trust purpose;

                 (iv)   make any loans other than loans represented by the
          Debentures or incur any indebtedness;

                 (v)    possess any power or otherwise act in such a way as to
          vary the Trust Property;

                 (vi)   possess any power or otherwise act in such a way as to
          vary the terms of the Securities in any way whatsoever (except to the
          extent expressly authorized in this Trust Agreement or by the terms of
          the Securities);

                 (vii)  issue any securities or other evidences of beneficial
          ownership of, or beneficial interest in, the Trust other than the
          Securities;

                 (viii) other than as provided in this Trust Agreement or by the
          terms of the Securities, (A) direct the time, method and place of
          exercising any trust or power conferred upon the Indenture Trustee
          with respect to the Debentures, (B) waive any past default that is
          waivable under the Indenture, (C) exercise any right to rescind or
          annul any declaration that the principal of all the Debentures shall
          be due and payable, or (D) consent to any amendment, modification or
          termination of the Indenture or the Debentures where such consent
          shall be required unless the Trust shall have received an opinion of
          counsel to the effect that such amendment or modification will not
          cause more than an insubstantial risk that the Trust will be deemed an
          Investment Company required to be registered under the Investment
          Company Act, or the Trust will not be classified as a grantor trust
          for United States federal income tax purposes;

                 (ix)   take any action inconsistent with the status of the
          Trust as a grantor trust for United States federal income tax
          purposes; or

                                      17
<PAGE>

                 (x)    revoke any action previously authorized or approved by
          vote of the Holders of the Trust Preferred Securities except pursuant
          to a subsequent vote of the Holders of the Trust Preferred Securities.

     Section 3.8    Powers and Duties of the Property Trustee.
                    -----------------------------------------

          (a) The legal title to the Debentures shall be owned by and held of
     record in the name of the Property Trustee for the benefit of the Trust and
     the Holders of the Securities. The right, title and interest of the
     Property Trustee to the Debentures shall vest automatically in each Person
     who may hereafter be appointed as Property Trustee in accordance with
     Section 6.6. Such vesting and cessation of title shall be effective whether
     or not conveyancing documents with regard to the Debentures have been
     executed and delivered.

          (b) The Property Trustee shall not transfer its right, title and
     interest in the Debentures to the Administrative Trustees or to the
     Delaware Trustee (if the Property Trustee does not also act as Delaware
     Trustee).

          (c) The Property Trustee shall:

                  (i)    establish and maintain a segregated non-interest
          bearing trust account (the "Property Account") in the name of and
          under the exclusive control of the Property Trustee on behalf of the
          Holders of the Securities and, upon the receipt of payments of funds
          made in respect of the Debentures held by the Property Trustee,
          deposit such funds into the Property Account and make payments to the
          Holders of the Trust Preferred Securities and Holders of the Common
          Securities from the Property Account in accordance with Section 7.2.
          Funds in the Property Account shall be held uninvested until disbursed
          in accordance with this Trust Agreement. The Property Account shall be
          an account that is maintained with a banking institution the rating on
          whose long-term unsecured indebtedness is at least equal to the rating
          assigned to the Trust Preferred Securities by a "nationally recognized
          statistical rating organization", within the meaning of Rule 436(g)(2)
          under the Securities Act;

                  (ii)   engage in such ministerial activities as shall be
          necessary or appropriate to effect the redemption of the Trust
          Preferred Securities and the Common Securities to the extent the
          Debentures are redeemed or mature; and

                  (iii)  upon written notice of distribution issued by the
          Administrative Trustees in accordance with the terms of the
          Securities, engage in such ministerial activities as so directed and
          as shall be necessary or appropriate to effect the distribution of the
          Debentures to Holders of Securities upon the occurrence of a Special
          Event.

          (d) The Property Trustee shall take all actions and perform such
     duties as may be specifically required of the Property Trustee pursuant to
     the terms of this Trust Agreement and the Securities.

                                      18
<PAGE>

          (e) Subject to Section 3.9(a) the Property Trustee may take any Legal
     Action which arises out of or in connection with a Trust Enforcement Event
     of which a Responsible Officer of the Property Trustee has actual knowledge
     or the Property Trustee's duties and obligations under this Trust Agreement
     or the Trust Indenture Act; provided, however, if the Property Trustee
     fails to enforce its rights under this Trust Agreement or the Indenture to
     the fullest extent permitted by law and subject to the terms of this Trust
     Agreement and the Indenture, then a Holder of Trust Preferred Securities
     may directly institute a proceeding against the Debenture Issuer to enforce
     the Property Trustee's rights under this Trust Agreement or the Indenture
     without first instituting a legal proceeding against the Property Trustee
     or any other person; provided, further, that if a Trust Enforcement Event
     has occurred and is continuing and such event is attributable to the
     failure of the Debenture Issuer to pay interest, principal or other
     required payments on the Debentures on the date such interest, principal or
     other required payments are otherwise payable (or in the case of
     redemption, on the redemption date), then a Holder of Trust Preferred
     Securities may directly institute a proceeding against the Debenture Issuer
     for enforcement of payment to such Holder of the principal of or interest
     on Debentures having a principal amount equal to the aggregate Liquidation
     Amount of the Trust Preferred Securities of such Holder (a "Direct Action")
     on or after the respective due date specified in the Debentures.
     Notwithstanding anything to the contrary in this Trust Agreement or the
     Indenture, the Debenture Issuer shall have the right to set-off any payment
     it is otherwise required to make under the Indenture in respect of any
     Trust Preferred Security to the extent the Debenture Issuer has heretofore
     made, or is currently on the date of such payment making, a payment under
     the Guarantee relating to such Trust Preferred Security or under Section
     6.5 of the Indenture.

          (f) The Property Trustee shall continue to serve as a Trustee until
     either:

                  (i)   the Trust has been completely liquidated and the
          proceeds of the liquidation distributed to the Holders of Securities
          pursuant to the terms of the Securities; or

                  (ii)  a Successor Property Trustee has been appointed and has
          accepted that appointment in accordance with Section 6.6.

          (g) The Property Trustee shall have the legal power to exercise all of
     the rights, powers and privileges of a holder of Debentures under the
     Indenture and, if a Trust Enforcement Event actually known to a Responsible
     Officer of the Property Trustee occurs and is continuing, the Property
     Trustee may, for the benefit of Holders of the Securities, enforce its
     rights as holder of the Debentures subject to the rights of the Holders
     pursuant to this Trust Agreement and the terms of the Securities.

          (h) Subject to this Section 3.8, the Property Trustee shall have none
     of the duties, liabilities, powers or the authority of the Administrative
     Trustees set forth in Section 3.6.

     The Property Trustee shall exercise the powers set forth in this Section
3.8 in a manner that is consistent with the purposes and functions of the Trust
set out in Section 3.3, and the

                                      19
<PAGE>

Property Trustee shall have no power to, and shall not, take any action that is
inconsistent with the purposes and functions of the Trust set out in Section
3.3.

     Section 3.9    Certain Duties and Responsibilities of the Property Trustee.
                    -----------------------------------------------------------

          (a) The Property Trustee, before the occurrence of any Trust
     Enforcement Event and after the curing of all Trust Enforcement Events that
     may have occurred, shall undertake to perform only such duties as are
     specifically set forth in this Trust Agreement and no implied covenants
     shall be read into this Trust Agreement against the Property Trustee. In
     case a Trust Enforcement Event has occurred (that has not been cured or
     waived pursuant to Section 2.6) of which a Responsible Officer of the
     Property Trustee has actual knowledge, the Property Trustee shall exercise
     such of the rights and powers vested in it by this Trust Agreement, and use
     the same degree of care and skill in their exercise, as a prudent person
     would exercise or use under the circumstances in the conduct of his or her
     own affairs.

          (b) No provision of this Trust Agreement shall be construed to
     relieve the Property Trustee from liability for its own negligent action,
     its own negligent failure to act or its own willful misconduct, except
     that:

                 (i)   prior to the occurrence of a Trust Enforcement Event and
          after the curing or waiving of all such Trust Enforcement Events that
          may have occurred:

                       (A) the duties and obligations of the Property Trustee
                 shall be determined solely by the express provisions of this
                 Trust Agreement and the Property Trustee shall not be liable
                 except for the performance of such duties and obligations as
                 are specifically set forth in this Trust Agreement, and no
                 implied covenants or obligations shall be read into this Trust
                 Agreement against the Property Trustee; and

                       (B) in the absence of bad faith on the part of the
                 Property Trustee, the Property Trustee may conclusively rely,
                 as to the truth of the statements and the correctness of the
                 opinions expressed therein, upon any certificates or opinions
                 furnished to the Property Trustee and conforming to the
                 requirements of this Trust Agreement; but in the case of any
                 such certificates or opinions that by any provision hereof are
                 specifically required to be furnished to the Property Trustee,
                 the Property Trustee shall be under a duty to examine the same
                 to determine whether or not they conform to the requirements of
                 this Trust Agreement;

                 (ii)  the Property Trustee shall not be liable for any error of
          judgment made in good faith by a Responsible Officer of the Property
          Trustee, unless it shall be proved that the Property Trustee was
          negligent in ascertaining the pertinent facts;

                 (iii) the Property Trustee shall not be liable with respect to
          any action taken or omitted to be taken by it, in good faith in
          accordance with the direction

                                      20
<PAGE>

          of the Holders of not less than a Majority in Liquidation Amount of
          the Securities relating to the time, method and place of conducting
          any proceeding for any remedy available to the Property Trustee, or
          exercising any trust or power conferred upon the Property Trustee
          under this Trust Agreement;

               (iv)    no provision of this Trust Agreement shall require the
          Property Trustee to expend or risk its own funds or otherwise incur
          personal financial liability in the performance of any of its duties
          or in the exercise of any of its rights or powers, if it shall have
          reasonable grounds for believing that the repayment of such funds or
          liability is not reasonably assured to it under the terms of this
          Trust Agreement or indemnity reasonably satisfactory to the Property
          Trustee against such risk or liability is not reasonably assured to
          it;

               (v)     the Property Trustee's sole duty with respect to the
          custody, safe-keeping and physical preservation of the Debentures and
          the Property Account shall be to deal with such property in a similar
          manner as the Property Trustee deals with similar property for its own
          account, subject to the protections and limitations on liability
          afforded to the Property Trustee under this Trust Agreement and the
          Trust Indenture Act;

               (vi)    the Property Trustee shall have no duty or liability for
          or with respect to the value, genuineness, existence or sufficiency of
          the Debentures or the payment of any taxes or assessments levied
          thereon or in connection therewith;

               (vii)   the Property Trustee shall not be liable for any interest
          on any money received by it except as it may otherwise agree with the
          Sponsor. Money held by the Property Trustee need not be segregated
          from other funds held by it except in relation to the Property Account
          maintained by the Property Trustee pursuant to Section 3.8(c)(i) and
          except to the extent otherwise required by law; and

               (viii)  the Property Trustee shall not be responsible for
          monitoring the compliance by the Administrative Trustees or the
          Sponsor with their respective duties under this Trust Agreement, nor
          shall the Property Trustee be liable for any default or misconduct of
          the Administrative Trustees or the Sponsor.

     Section 3.10   Certain Rights of Property Trustee.
                    ----------------------------------

          (a) Subject to the provisions of Section 3.9:

               (i)     the Property Trustee may conclusively rely and shall be
          fully protected in acting or refraining from acting upon any
          resolution, certificate, statement, instrument, opinion, report,
          notice, request, direction, consent, order, bond, debenture, note,
          other evidence of indebtedness or other paper or document believed by
          it to be genuine and to have been signed, sent or presented by the
          proper party or parties;

                                      21
<PAGE>

               (ii)   any direction or act of the Sponsor or the Administrative
          Trustees contemplated by this Trust Agreement shall be sufficiently
          evidenced by an Officers' Certificate;

               (iii)  whenever in the administration of this Trust Agreement,
          the Property Trustee shall deem it desirable that a matter be proved
          or established before taking, suffering or omitting any action
          hereunder, the Property Trustee (unless other evidence is herein
          specifically prescribed) may, in the absence of bad faith on its part,
          request and conclusively rely upon an Officers' Certificate which,
          upon receipt of such request, shall be promptly delivered by the
          Sponsor or the Administrative Trustees;

               (iv)   the Property Trustee shall have no duty to see to any
          recording, filing or registration of any instrument (including any
          financing or continuation statement or any filing under tax or
          securities laws) or any re-recording, refiling or registration
          thereof;

               (v)    the Property Trustee may consult with counsel of its
          choice or other experts and the advice or opinion of such counsel and
          experts with respect to legal matters or advice within the scope of
          such experts' area of expertise shall be full and complete
          authorization and protection in respect of any action taken, suffered
          or omitted by it hereunder in good faith and in accordance with such
          advice or opinion, such counsel may be counsel to the Property Trustee
          or the Sponsor or any of its Affiliates, and may include any of its
          employees. The Property Trustee shall have the right at any time to
          seek instructions concerning the administration of this Trust
          Agreement from any court of competent jurisdiction;

               (vi)   the Property Trustee shall be under no obligation to
          exercise any of the rights or powers vested in it by this Trust
          Agreement at the request or direction of any Holder, unless such
          Holder shall have provided to the Property Trustee security and
          indemnity, reasonably satisfactory to the Property Trustee, against
          the costs, expenses (including reasonable attorneys' fees and expenses
          and the expenses of the Property Trustee's agents, nominees or
          custodians) and liabilities that might be incurred by it in complying
          with such request or direction, including such reasonable advances as
          may be requested by the Property Trustee; provided that, nothing
          contained in this Section 3.10(a) shall be taken to relieve the
          Property Trustee, upon the occurrence of a Trust Enforcement Event, of
          its obligation to exercise the rights and powers vested in it by this
          Trust Agreement in the manner provided by Section 3.9(a);

               (vii)  the Property Trustee shall not be bound to make any
          investigation into the facts or matters stated in any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          direction, consent, order, bond, debenture, note, other evidence of
          indebtedness or other paper or document, but the Property Trustee, in
          its discretion, may make such further inquiry or investigation into
          such facts or matters as it may see fit;

                                      22
<PAGE>

               (viii)  the Property Trustee may execute any of the trusts or
          powers hereunder or perform any duties hereunder either directly or by
          or through agents, custodians, nominees or attorneys and the Property
          Trustee shall not be responsible for any misconduct or negligence on
          the part of any agent or attorney appointed with due care by it
          hereunder;

               (ix)    any action taken by the Property Trustee or its agents
          hereunder shall bind the Trust and the Holders of the Securities, and
          the signature of the Property Trustee or its agents alone shall be
          sufficient and effective to perform any such action and no third party
          shall be required to inquire as to the authority of the Property
          Trustee to so act or as to its compliance with any of the terms and
          provisions of this Trust Agreement, both of which shall be
          conclusively evidenced by the Property Trustee's or its agent's taking
          such action;

               (x)     whenever in the administration of this Trust Agreement
          the Property Trustee shall deem it desirable to receive instructions
          with respect to enforcing any remedy or right or taking any other
          action hereunder, the Property Trustee (i) may request instructions
          from the Holders of the Securities which instructions may only be
          given by the Holders of the same proportion in Liquidation Amount of
          the Securities as would been entitled to direct the Property Trustee
          under the terms of the Securities in respect of such remedy, right or
          action, (ii) may refrain from enforcing such remedy or right or taking
          such other action until such instructions are received, and (iii)
          shall be protected in conclusively relying on or acting in or
          accordance with such instructions;

               (xi)    except as otherwise expressly provided by this Trust
          Agreement, the Property Trustee shall not be under any obligation to
          take any action that is discretionary under the provisions of this
          Trust Agreement;

               (xii)   the Property Trustee shall not be personally liable for
          the payment of any indebtedness or expenses of the Trust or be liable
          for the breach or failure of any obligation, representation, warranty
          or covenant made or undertaken by the Trust under this Trust
          Agreement, except if such breach or failure is due to any gross
          negligence or willful misconduct of the Property Trustee.;

               (xiii)  without prejudice to any other rights available to the
          Property Trustee under applicable law, when the Property Trustee
          incurs expenses or renders services in connection with a bankruptcy,
          such expenses (including the reasonable fees and expenses of its
          counsel) and the compensation for such services are intended to
          constitute expenses of administration under any bankruptcy law or law
          relating to creditors rights generally;

               (xiv)   the Property Trustee shall not be charged with knowledge
          of a Trust Enforcement Event unless a Responsible Officer of the
          Property Trustee obtains actual knowledge of such event or the
          Property Trustee receives written notice of such event from Holders
          holding more than a Majority in Liquidation Amount of the Trust
          Preferred Securities; and

                                      23
<PAGE>

          (b) No provision of this Trust Agreement shall be deemed to impose any
     duty or obligation on the Property Trustee to perform any act or acts or
     exercise any right, power, duty or obligation conferred or imposed on it,
     in any jurisdiction in which it shall be illegal, or in which the Property
     Trustee shall be unqualified or incompetent in accordance with applicable
     law, to perform any such act or acts, or to exercise any such right, power,
     duty or obligation. No permissive power or authority available to the
     Property Trustee shall be construed to be a duty.

       Section 3.11  Delaware Trustee.  Notwithstanding any other provision of
                     ----------------
this Trust Agreement other than Section 6.2, the Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the Administrative Trustees or the Property
Trustee described in this Trust Agreement. Except as set forth in Section 6.2,
the Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of Section 3807(a) of the Business Trust Act. In the
event the Delaware Trustee shall at any time be required to take any action or
perform any duty hereunder with respect to the Trust, the Delaware Trustee shall
be entitled to all of the same rights as the Property Trustee listed in Section
3.9(b) and Section 3.10. No implied covenants or obligations shall be read into
this Trust Agreement against the Delaware Trustee. It is expressly understood
and agreed by the parties hereto that in fulfilling its obligations as Delaware
Trustee hereunder on behalf of the Trust (i) any agreements or instruments
executed and delivered by Chase Manhattan Bank USA, National Association, or any
Successor Delaware Trustee, are executed and delivered not in its individual
capacity but solely as Delaware Trustee under this Trust Agreement in the
exercise of the powers and authority conferred and vested in it, (ii) each of
the representations, undertakings and agreements herein made on the part of the
Trust is made and intended not as representations, warranties, covenants,
undertakings and agreements by Chase Manhattan Bank USA, National Association,
or any Successor Delaware Trustee, in its individual capacity but is made and
intended for the purpose of binding only the Trust, and (iii) under no
circumstances shall Chase Manhattan Bank USA, National Association, or any
Successor Delaware Trustee, in its individual capacity be personally liable for
the payment of any indebtedness or expenses of the Trust or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Trust under this Trust Agreement, except if such breach or
failure is due to any gross negligence or willful misconduct of the Delaware
Trustee.

       Section 3.12  Execution of Documents.  Unless otherwise determined by the
                     ----------------------
Administrative Trustees, and except as otherwise required by the Business Trust
Act or applicable law, any Administrative Trustee is authorized to execute on
behalf of the Trust any documents that the Administrative Trustees have the
power and authority to execute pursuant to Section 3.6; provided that, the
registration statements referred to in Section 3.6(b)(ii), including any
amendments thereto, shall be signed by or on behalf of a majority of the
Administrative Trustees.

       Section 3.13  Not Responsible for Recitals or Issuance of Securities.
                     ------------------------------------------------------
The recitals contained in this Trust Agreement and the Securities shall be taken
as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part

                                      24
<PAGE>

thereof. The Trustees make no representations as to the validity or sufficiency
of this Trust Agreement, the Securities, the Debentures or the Indenture.

       Section 3.14  Duration of Trust.  The Trust shall exist until terminated
                     -----------------
pursuant to the provisions of Article 8 hereof.



       Section 3.15  Mergers.
                     -------

          (a) The Trust may not consolidate, amalgamate, merge with or into, or
     be replaced by, or convey, transfer or lease its properties and assets
     substantially as an entirety to any Person, except as described in Section
     3.15(b) and (c) or Section 8.2.

          (b) The Trust may, at the request of the Sponsor and with the consent
     of the Administrative Trustees or, if there are more than two, a majority
     of the Administrative Trustees and without the consent of the Holders of
     the Securities, the Delaware Trustee or the Property Trustee, consolidate,
     amalgamate, merge with or into, or be replaced by or convey, transfer or
     lease its properties substantially as an entirety to a trust organized as
     such under the laws of any State; provided, that:

               (i)   if the Trust is not the successor, such successor entity
          (the "Successor Entity") either:

                     (A) expressly assumes all of the obligations of the Trust
               with respect to the Securities; or

                     (B) substitutes for the Trust Preferred Securities other
               securities having substantially the same terms as the Trust
               Preferred Securities (the "Successor Securities") so long as the
               Successor Securities rank the same as the Trust Preferred
               Securities rank in priority with respect to Distributions and
               payments upon liquidation, redemption and otherwise;

               (ii)  if the Trust is not the successor Entity, the Sponsor
          expressly appoints a trustee of such Successor Entity that possesses
          the same powers and duties as the Property Trustee as the holder of
          the Debentures;

               (iii) the Trust Preferred Securities or any Successor Securities
          are listed, or any Successor Securities will be listed upon
          notification of issuance, on any national securities exchange or with
          any other or organization on which the Trust Preferred Securities are
          then listed or quoted;

               (iv)  such merger, consolidation, amalgamation, replacement,
          conveyance, transfer or lease does not cause the Trust Preferred
          Securities (including any Successor Securities) to be downgraded by
          any nationally recognized statistical rating organization;

               (v)   such merger, consolidation, amalgamation, replacement,
          conveyance, transfer or lease does not adversely affect the rights,
          preferences and privileges of the Holders of the Trust Preferred
          Securities (including any

                                      25
<PAGE>

          Successor Securities) in any material respect; other than with respect
          to any dilution of the Holders' interest in the new entity;

               (vi)    such Successor Entity has a purpose substantially
          identical to that of the Trust;

               (vii)   prior to such merger, consolidation, amalgamation,
          replacement, conveyance, transfer or lease the Sponsor has received an
          opinion of independent counsel to the Trust experienced in such
          matters to the effect that:

                      (A) such merger, consolidation, amalgamation, replacement,
               conveyance, transfer or lease does not adversely affect the
               rights, preferences and privileges of the Holders of the Trust
               Preferred Securities (including any Successor Securities) in any
               material respect; other than with respect to any dilution of the
               Holders' interest in the new entity;

                      (B) following such merger, consolidation, amalgamation,
               replacement, conveyance, transfer or lease neither the Trust nor
               the Successor Entity will be required to register as an
               Investment Company; and

                      (C) following such merger, consolidation, amalgamation or
               replacement, the Trust (or the Successor Entity) will continue to
               be classified as a grantor trust for United States federal income
               tax purposes;

               (viii)  the Sponsor or any permitted successor or assignee owns
          all of the common securities and guarantees the obligations of such
          Successor Entity under the Successor Securities at least to the extent
          provided by the Guarantee; and

               (ix)    such Successor Entity expressly assumes all of the
          obligations of the Trust with respect to the Trustees.

               (c) Notwithstanding Section 3.15(b), the Trust shall not, except
     with the consent of Holders of 100% in aggregate Liquidation Amount of the
     Securities, consolidate, amalgamate, merge with or into, or be replaced by
     or convey, transfer or lease its properties and assets substantially as an
     entirety to, any other entity or permit any other entity to consolidate,
     amalgamate, merge with or into, or replace it, if, in the opinion of a
     nationally recognized tax counsel experienced in such matters, such
     consolidation, amalgamation, merger, replacement, conveyance, transfer or
     lease would cause the Trust or Successor Entity to be classified as other
     than a grantor trust for United States federal income tax purposes and each
     Holder of the Securities not to be treated as owning an undivided interest
     in the Debentures.

     Section 3.16  Property Trustee May File Proofs of Claim.  In case of the
                   -----------------------------------------
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Trust or any other obligor upon the Securities or the
property of the Trust or of such other obligor or their creditors, the Property
Trustee (irrespective of whether any Distributions on the Securities shall then
be due and payable

                                      26
<PAGE>

as therein expressed or by declaration or otherwise and irrespective of whether
the Property Trustee shall have made any demand on the Trust for the payment of
any past due Distributions) shall be entitled and empowered, to the fullest
extent permitted by law, by intervention in such proceeding or otherwise:

          (a)  to file and prove a claim for the whole amount of any
     Distributions owing and unpaid in respect of the Securities (or, if the
     Securities are original issue discount Securities, such portion of the
     Liquidation Amount as may be specified in the terms of such Securities) and
     to file such other papers or documents as may be necessary or advisable in
     order to have the claims of the Property Trustee (including any claim for
     the reasonable compensation, expenses, disbursements and advances of the
     Property Trustee, its agents and counsel) and of the Holders allowed in
     such judicial proceeding, and

          (b)  to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.


     Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement adjustment or compensation affecting the
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.


                                   ARTICLE 4
                                    SPONSOR

     Section 4.1  Responsibilities of the Sponsor.  In connection with the issue
                  -------------------------------
and sale of the Trust Preferred Securities (including, from time to time,
Tranches thereof), the Sponsor shall have the exclusive right and responsibility
to engage in the following activities:


          (a)  to prepare for filing by the Trust with the Commission under the
     Securities Act or the Exchange Act one or more registration statements on
     the applicable forms, including any amendments thereto, pertaining to the
     Trust Preferred Securities, the Guarantee and the Debentures;

          (b)  to determine the States in which to take appropriate action to
     qualify or register for sale all or part of the Trust Preferred Securities
     and to do any and all such acts, other than actions which must be taken by
     the Trust, and advise the Trust of actions it must take, and prepare for
     execution and filing any documents to be executed and filed

                                      27
<PAGE>

     by the Trust, as the Sponsor deems necessary or advisable in order to
     comply with the applicable laws of any such States;

          (c)  if deemed necessary by the underwriter of the Trust Preferred
     Securities, to prepare for filing by the Trust an application to The New
     York Stock Exchange, Inc. or any other national stock exchange or the
     Nasdaq Stock Market for listing upon notice of issuance of any Trust
     Preferred Securities, the Guarantee and the Debentures; and

          (d)  to negotiate the terms of and to execute on behalf of the Trust
     an underwriting agreement and other related agreements providing for each
     sale of the Trust Preferred Securities.

     Section 4.2  Fees and Expenses of the Trustees.  The Sponsor, in its
                  ---------------------------------
capacity as Debenture Issuer, agrees

          (a)  to pay to the Property Trustee and the Delaware Trustee from time
     to time such compensation as shall be agreed in writing with the Sponsor
     for all services rendered by them hereunder (which compensation shall not
     be limited by any provision of law in regard to the compensation of a
     trustee of an express trust); and

          (b)  to reimburse the Property Trustee and the Delaware Trustee upon
     request for all reasonable expenses, disbursements and advances incurred or
     made by such Trustee in accordance with any provision of this Trust
     Agreement (including the reasonable compensation and the reasonable
     expenses and disbursements of their duly authorized agents and counsel),
     except any such expense, disbursement or advance as may be attributable to
     their gross negligence or bad faith.

The provisions of this Section 4.2 shall survive the resignation or removal of
the Delaware Trustee or the Property Trustee or the termination of this Trust
Agreement.


                                   ARTICLE 5
                         TRUST COMMON SECURITIES HOLDER

     Section 5.1  Debenture Issuer's Purchase of Common Securities.  In
                  ------------------------------------------------
accordance with Section 7.1(a), on each Closing Date, the Debenture Issuer will
purchase all of the Common Securities issued by the Trust on such Closing Date,
for an amount at least equal to 3% of the capital of the Trust at such time, at
the same time as Trust Preferred Securities issued on such Closing Date are
sold.

     The aggregate stated Liquidation Amount of Common Securities outstanding at
any time shall not be less than 3% of the capital of the Trust.



     Section 5.2  Covenants of the Common Securities Holder.  For so long as the
                  -----------------------------------------
Trust Preferred Securities remain outstanding, the Common Securities Holder will
covenant (i) to maintain, directly or indirectly, 100% ownership of the Common
Securities, (ii) to cause the Trust to remain a statutory business trust and not
to voluntarily dissolve, wind up, liquidate or be

                                      28
<PAGE>

terminated, except as permitted by this Trust Agreement, (iii) to use its
commercially reasonable efforts to ensure that the Trust will not be an
investment company for purposes of the Investment Company Act, and (iv) to take
no action which would be reasonably likely to cause the Trust to be classified
as an association or a publicly traded partnership taxable as a corporation for
United States federal income tax purposes.


                                   ARTICLE 6
                                   TRUSTEES

     Section 6.1  Number of Trustees.  The number of Trustees initially shall be
                  ------------------
four, and:

          (a)  at any time before the initial issuance of Securities, the
     Sponsor may, by written instrument, increase or decrease the number of
     Trustees; and

          (b)  after the initial issuance of Securities, the number of Trustees
     may be increased or decreased by vote of the Holders of a Majority in
     Liquidation Amount of the Common Securities voting as a class at a meeting
     of the Holders of the Common Securities or by written consent in lieu of
     such meeting; provided that the number of Trustees shall be at least three;
     and provided further that (i) the Delaware Trustee, in the case of a
     natural person, shall be a person who is a resident of the State of
     Delaware or that, if not a natural person, is an entity which has its
     principal place of business in the State of Delaware and otherwise meets
     the requirements of applicable law; (ii) at least one Administrative
     Trustee is an employee or officer of, or is affiliated with, the Sponsor;
     and (iii) one Trustee shall be the Property Trustee for so long as this
     Trust Agreement is required to qualify as an indenture under the Trust
     Indenture Act, and such Trustee may also serve as Delaware Trustee if it
     meets the applicable requirements.

     Section 6.2  Delaware Trustee; Eligibility.  If required by the Business
                  -----------------------------
Trust Act, one Trustee (which may be the Property Trustee) (the "Delaware
Trustee") shall be:

          (a)  a natural person who is a resident of the State of Delaware; or

          (b)  if not a natural person, an entity which has its principal place
     of business in the State of Delaware, and otherwise meets the requirements
     of applicable law, provided that, if the Property Trustee has its principal
     place of business in the State of Delaware and otherwise meets the
     requirements of applicable law, then the Property Trustee shall also be the
     Delaware Trustee and Section 3.11 shall have no application.

     Section 6.3  Property Trustee; Eligibility.
                  -----------------------------

          (a)  There shall at all times be one Trustee (which may be the
     Delaware Trustee) which shall act as Property Trustee which shall:

                    (i)  not be an Affiliate of the Sponsor; and

                    (ii) be a corporation organized and doing business under the
          laws of the United States of America or any State or Territory thereof
          or of the District of

                                      29
<PAGE>

          Columbia, or a corporation or other Person permitted by the Commission
          to act as an institutional trustee under the Trust Indenture Act,
          authorized under such laws to exercise corporate trust owners, having
          a combined capital and surplus of at least 50 million U.S. dollars
          ($50,000,000), and subject to supervision or examination by federal,
          State, Territorial or District of Columbia authority. If such
          corporation publishes reports of condition at least annually, pursuant
          to law or to the requirements of the supervising or examining
          authority referred to above, then for the purposes of this Section
          6.3(a)(ii), the combined capital and surplus of such corporation shall
          be deemed to be its combined capital and surplus as set forth in its
          most recent report of condition so published.

          (b)  If at any time the Property Trustee shall cease to be eligible to
     so act under Section 6.3(a), the Property Trustee shall immediately resign
     in the manner and with the effect set forth in Section 6.6(c).

          (c)  If the Property Trustee has or shall acquire any "conflicting
     interest" within the meaning of Section 310(b) of the Trust Indenture Act,
     the Property Trustee and the Holder of the Common Securities (as if it were
     the obligor referred to in Section 310(b) of the Trust Indenture Act) shall
     in all respects comply with the provisions of Section 310(b) of the Trust
     Indenture Act, subject to the penultimate paragraph thereof.

          (d)  The Guarantee, the Amended and Restated Trust Agreements of
     Dominion Resources Capital Trust I and Dominion Resources Capital Trust III
     dated as of December 8, 1997 and January 1, 2001, respectively, among the
     Sponsor, The Chase Manhattan Bank, as Property Trustee, Chase Manhattan
     Bank USA, National Association (successor to Chase Manhattan Bank
     Delaware), as Delaware Trustee and the Administrators or Administrative
     Trustees named therein, and the Capital Securities Guarantee Agreements
     dated as of December 8, 1997 and January 12, 2001, between the Sponsor and
     The Chase Manhattan Bank, as Guarantee Trustee shall be deemed to be
     specifically described in this Trust Agreement for purposes of clause (i)
     of the first proviso contained in Section 310(b) of the Trust Indenture
     Act.

     Section 6.4  Qualifications of Administrative Trustees and Delaware
                    ----------------------------------------------------
Trustee Generally.  Each Administrative Trustee and the Delaware Trustee (unless
-----------------
the Property Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers.

     Section 6.5  Initial Administrative Trustees.  The initial Administrative
                  -------------------------------
Trustees shall be: G. Scott Hetzer and James P. Carney, the business address of
each of whom is c/o Dominion Resources, Inc., 120 Tredegar Street, Richmond,
Virginia 23219.

     Section 6.6  Appointment, Removal and Resignation of Trustees.
                  ------------------------------------------------

          (a)  Subject to Section 6.6(b), Trustees may be appointed or removed
     with or without cause at any time:

                    (i)  until the initial issuance of Securities, by written
          instrument executed by the Sponsor;

                                      30
<PAGE>

                    (ii)   after the initial issuance of Securities (but prior
          to the occurrence of an Indenture Event of Default), by vote of the
          Holders of a Majority in Liquidation Amount of the Common Securities
          voting as a class at a meeting of the Holders of the Common Securities
          or by written consent in lieu of such meeting; and;

                    (iii)  after the initial issuance of the Trust Preferred
          Securities and the occurrence of an Indenture Event of Default, by
          vote of the Holders of a Majority in Liquidation Amount of the Trust
          Preferred Securities; provided, however, that the Administrative
          Trustees may still be appointed or removed with or without cause in
          such circumstance, by vote of the Holders of a Majority in Liquidation
          Amount of the Common Securities voting as a class at a meeting of the
          Holders of the Common Securities or by written consent in lieu of such
          meeting; and;

          (b)  The Trustee that acts as Property Trustee shall not be removed in
     accordance with Section 6.6(a) until a successor Trustee possessing the
     qualifications to act as Property Trustee under Section 6.3(a) (a
     "Successor Property Trustee") has been appointed and has accepted such
     appointment by written instrument executed by such Successor Property
     Trustee and delivered to the Administrative Trustees and the Sponsor. The
     Trustee that acts as Delaware Trustee shall not be removed in accordance
     with Section 6.6(a) until a successor Trustee possessing the qualifications
     to act as Delaware Trustee under Sections 6.2 and 6.4 (a "Successor
     Delaware Trustee") has been appointed and has accepted such appointment by
     written instrument executed by such Successor Delaware Trustee and
     delivered to the Administrative Trustees and the Sponsor.

          (c)  A Trustee appointed to office shall hold office until his or its
     successor shall have been appointed, until his death or its dissolution or
     until his or its removal or resignation. Any Trustee may resign from office
     (without need for prior or subsequent accounting) by an instrument in
     writing signed by the Trustee and delivered to the Sponsor and the Trust,
     which resignation shall take effect upon such delivery or upon such later
     date as is specified therein; provided, however, that:

                    (i)    No such resignation of the Trustee that acts as the
          Property Trustee shall be effective:

                           (A) until a Successor Property Trustee has been
                    appointed and has accepted such appointment by instrument
                    executed by such Successor Property Trustee and delivered to
                    the Trust, the Sponsor and the resigning Property Trustee;
                    or

                           (B) until the assets of the Trust have been
                    completely liquidated and the proceeds thereof distributed
                    to the holders of the Securities; and

                    (ii)   no such resignation of the Trustee that acts as the
          Delaware Trustee shall be effective until a Successor Delaware Trustee
          has been appointed and has accepted such appointment by instrument
          executed by such Successor

                                      31
<PAGE>

          Delaware Trustee and delivered to the Trust, the Sponsor and the
          resigning Delaware Trustee.

          (d) The Holders of the Common Securities shall use their best efforts
     to promptly appoint a Successor Delaware Trustee or Successor Property
     Trustee, as the case may be, if the Property Trustee or the Delaware
     Trustee delivers an instrument of resignation in accordance with this
     Section 6.6.

          (e) If no Successor Property Trustee or Successor Delaware Trustee, as
     the case may be, shall have been appointed and accepted appointment as
     provided in this Section 6.6 within 60 days after delivery to the Sponsor
     and the Trust of an instrument of resignation or removal, the resigning or
     removed Property Trustee or Delaware Trustee, as applicable, may petition
     any court of competent jurisdiction for appointment of a Successor Property
     Trustee or Successor Delaware Trustee, as applicable. Such court may
     thereupon, after prescribing such notice, if any, as it may deem proper,
     appoint a Successor Property Trustee or Successor Delaware Trustee, as the
     case may be.

          (f) No Property Trustee or Delaware Trustee shall be liable for the
     acts or omissions to act of any Successor Property Trustee or Successor
     Delaware Trustee, as the case may be.

     Section 6.7  Vacancies among Trustees.  If a Trustee ceases to hold office
                  ------------------------
for any reason and the number of Trustees is not reduced pursuant to Section
6.1, or if the number of Trustees is increased pursuant to Section 6.1, a
vacancy shall occur. A resolution certifying the existence of such vacancy by
the Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees shall be conclusive evidence of the existence of such
vacancy. The vacancy shall be filled with a Trustee appointed in accordance with
Section 6.6.

     Section 6.8  Effect of Vacancies.  The death, resignation, retirement,
                  -------------------
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to annul, dissolve or
terminate the Trust. Whenever a vacancy in the number of Administrative Trustees
shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 6.6, the Administrative
Trustees in office, regardless of their number, shall have all the powers
granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Trust Agreement.

     Section 6.9  Meetings.  If there is more than one Administrative Trustee,
                  --------
meetings of the Administrative Trustees shall be held from time to time upon the
call of any Administrative Trustee. Regular meetings of the Administrative
Trustees may be held at a time and place fixed by resolution of the
Administrative Trustees. Notice of any in-person meetings of the Administrative
Trustees shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 48 hours before
such meeting. Notice of any telephonic meetings of the Administrative Trustees
shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting. Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. The presence (whether in person or by
telephone) of an Administrative Trustee at a meeting shall constitute a waiver
of notice of such meeting except

                                      32
<PAGE>

where an Administrative Trustee attends a meeting for the express purpose of
objecting to the transaction of any activity on the ground that the meeting has
not been lawfully called or convened. Unless provided otherwise in this Trust
Agreement, any action of the Administrative Trustees may be taken at a meeting
by vote of a majority of the Administrative Trustees present (whether in person
or by telephone) and eligible to vote with respect to such matter, provided that
a Quorum is present, or without a meeting by the unanimous written consent of
the Administrative Trustees. In the event there is only one Administrative
Trustee, any and all action of such Administrative Trustee shall be evidenced by
a written consent of such Administrative Trustee.

     Section 6.10  Delegation of Power.
                   -------------------

          (a) Any Administrative Trustee may, by power of attorney consistent
     with applicable law, delegate to any natural person over the age of 21 his,
     her or its power for the purpose of executing any documents contemplated in
     Section 3.6, including any registration statement or amendment thereto
     filed with the Commission, or making any other governmental filing.

          (b) The Administrative Trustees shall have power to delegate from time
     to time to such of their number or to officers of the Trust the doing of
     such things and the execution of such instruments either in the name of the
     Trust or the names of the Administrative Trustees or otherwise as the
     Administrative Trustees may deem expedient, to the extent such delegation
     is not prohibited by applicable law or contrary to the provisions of the
     Trust, as set forth herein.

     Section 6.11  Merger, Conversion, Consolidation or Succession to Business.
                   -----------------------------------------------------------
Any corporation into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee that is not a natural person may be merged or converted
or with such Trustee may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of such Trustee shall be the successor of such Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.


                                   ARTICLE 7
                              TERMS OF SECURITIES

     Section 7.1   General Provisions Regarding Securities.
                  ---------------------------------------

          (a) The Administrative Trustees shall on behalf of the Trust issue one
     class of preferred securities representing undivided beneficial ownership
     interests in the assets of the Trust and one class of common securities
     representing undivided beneficial ownership interests in the assets of the
     Trust.

               (i) Trust Preferred Securities. On the initial Closing Date, an
          Administrative Trustee, on behalf of the Trust, shall execute and
          deliver to the

                                      33
<PAGE>

          underwriters named in the underwriting agreement relating to such
          Trust Preferred Securities, a Trust Preferred Securities Certificate
          or Certificates, registered in the name of the initial Depositary or
          its nominee, in an initial aggregate amount of 12,000,000 Trust
          Preferred Securities against receipt of the purchase price specified
          in the underwriting agreement. The Trust Preferred Securities issued
          on the initial Closing Date shall have an aggregate Liquidation Amount
          with respect to the assets of the Trust of Three Hundred Million
          dollars ($300,000,000). Pursuant to the procedures established in an
          Officers' Certificate, the Trust may subsequently issue from time to
          time Tranches of Trust Preferred Securities. The Trust Preferred
          Securities and any subsequent Tranches thereof are hereby designated
          for identification purposes only as "Dominion Resources Capital Trust
          II 8.4% Trust Preferred Securities" (the "Trust Preferred
          Securities"). The Trust Preferred Security Certificates evidencing the
          Trust Preferred Securities shall be substantially in the form of
          Exhibit A to this Trust Agreement, with such changes and additions
          thereto or deletions therefrom as may be required by ordinary usage,
          custom or practice or to conform to the rules of any stock exchange on
          which the Trust Preferred Securities are listed or quoted.

               (ii)   Common Securities. On the initial Closing Date, an
          Administrative Trustee, on behalf of the Trust, shall execute and
          deliver to the Sponsor Common Securities Certificates, registered in
          the name of the Sponsor, in an initial aggregate amount of 371,135
          Common Securities against payment by the Sponsor of Nine Million Two
          Hundred Seventy-Eight Thousand Three Hundred Seventy-Five dollars
          ($9,278,375). The Common Securities issued on the initial Closing Date
          shall have an initial aggregate Liquidation Amount with respect to the
          assets of the Trust of Nine Million Two Hundred Seventy-Eight Thousand
          Three Hundred Seventy-Five dollars ($9,278,375). Pursuant to the
          procedures established in an Officers' Certificate, the Trust may
          subsequently issue from time to time Tranches of Common Securities.
          The Common Securities and any subsequent Tranches thereof are hereby
          designated for identification purposes only as "Dominion Resources
          Capital Trust II 8.4% Common Securities" (the "Common Securities" and,
          together with the Trust Preferred Securities, the "Securities"). The
          Common Security Certificates evidencing the Common Securities shall be
          substantially in the form of Exhibit B to this Trust Agreement, with
          such changes and additions thereto or deletions therefrom as may be
          required by ordinary usage, custom or practice.

               (iii)  On the initial Closing Date, an Administrative Trustee, on
          behalf of the Trust, shall subscribe to and purchase from the Sponsor
          Debentures, registered in the name of the Property Trustee, on behalf
          of the Trust and the Holders and having an initial aggregate principal
          amount equal to $309,278,375.  To the extent subsequent Tranches of
          Securities are issued, an Administrative Trustee, on behalf of the
          Trust, shall subscribe to and purchase from the Sponsor on subsequent
          Closing Dates additional Debentures, registered in the name of the
          Property Trustee, on behalf of the Trust and the Holders having an
          aggregate

                                      34
<PAGE>

          principal amount equal to the aggregate Liquidation Amount of such
          Tranches of Securities.

          (b) Payment of Distributions on, and payment of the Redemption Price
     upon a redemption of, the Trust Preferred Securities and the Common
     Securities, as applicable, shall be made Pro Rata based on the Liquidation
     Amount of such Trust Preferred Securities and Common Securities; provided,
     however, that if on any date on which amounts payable on distribution or
     redemption, an Indenture Event of Default shall have occurred and be
     continuing, no payment of any Distribution on, or Redemption Price of, any
     of the Common Securities, and no other payment on account of the
     redemption, liquidation or other acquisition of such Common Securities,
     shall be made unless payment in full in cash of all accumulated and unpaid
     Distributions on all of the outstanding Trust Preferred Securities for all
     Distribution periods terminating on or prior thereto, or, in the case of
     amounts payable on redemption, the full amount of the Redemption Price for
     all of the outstanding Trust Preferred Securities then called for
     redemption, shall have been made or provided for, and all funds available
     to the Property Trustee shall first be applied to the payment in full in
     cash of all Distributions on, or the Redemption Price of, the Trust
     Preferred Securities then due and payable. The Trust shall issue no
     securities or other interests in the assets of the Trust other than the
     Trust Preferred Securities and the Common Securities.

          (c) The Certificates shall be signed on behalf of the Trust by an
     Administrative Trustee. Such signature shall be the manual or facsimile
     signature of any present or any future Administrative Trustee. In case an
     Administrative Trustee of the Trust who shall have signed any of the
     Certificates shall cease to be such an Administrative Trustee before the
     Certificates so signed shall be delivered by the Trust, such Certificates
     nevertheless may be delivered as though the person who signed such
     Certificates had not ceased to be such an Administrative Trustee; and any
     Certificate may be signed on behalf of the Trust by any person who, at the
     actual date of execution of such Certificate, shall be an Administrative
     Trustee of the Trust, although at the date of the execution and delivery of
     the Trust Agreement such person was not such an Administrative Trustee.
     Certificates shall be printed, lithographed or engraved or may be produced
     in any other manner as is reasonably acceptable to the Administrative
     Trustees, as evidenced by an Administrative Trustee's execution thereof,
     and may have such letters, numbers or other marks of identification or
     designation and such legends or endorsements as the Administrative Trustees
     may deem appropriate, or as may be required to comply with any law or with
     any rule or regulation of any stock exchange on which Securities may be
     listed, or to conform to usage.

     A Certificate representing Trust Preferred Securities shall not be valid
until authenticated by the manual signature of an authorized officer of the
Property Trustee. Such signature shall be conclusive evidence that such
Certificate has been authenticated under this Trust Agreement.

     The Trust Preferred Security Certificates shall be dated their date of
authentication.

     Upon a written order of the Trust signed by one Administrative Trustee, the
Property Trustee shall (i) concurrently with the initial issuance of the
Securities, authenticate the

                                      35
<PAGE>

Certificates representing Trust Preferred Securities for original issue to be
issued at that time and (ii) concurrently with each periodic issuance of
Tranches, evidence the current number of outstanding Trust Preferred Securities
by endorsing Schedule A to each Certificate therefor.

     The Property Trustee may appoint an authenticating agent acceptable to the
Trust to authenticate Certificates. An authenticating agent may authenticate
Certificates whenever the Property Trustee may do so. Each reference in this
Trust Agreement to authentication by the Property Trustee includes
authentication by such agent. An authenticating agent has the same rights as the
Property Trustee to deal with the Sponsor or an Affiliate of the Sponsor.

          (d) The consideration received by the Trust for each issuance of the
     Securities shall constitute a contribution to the capital of the Trust and
     shall not constitute a loan to the Trust.

          (e) Except to the extent set forth in Section 9.1(b), upon each
     issuance of the Securities as provided in this Trust Agreement, the
     Securities so issued shall be deemed to be validly issued, fully paid and
     non-assessable undivided beneficial ownership interests in the assets of
     the Trust.

          (f) Every Person, by virtue of having become a Holder or a Trust
     Preferred Security Beneficial Owner in accordance with the terms of this
     Trust Agreement, shall be deemed to have expressly assented and agreed to
     the terms of, and shall be bound by, this Trust Agreement and the terms of
     the Securities, the Guarantee, the Indenture and the Debentures.

          (g) The holders of the Securities shall have no preemptive or similar
     rights.

          (h) To the extent the Trust issues additional Tranches, (A) the
     Property Trustee shall (i) increase the number of Trust Preferred
     Securities evidenced by each Certificate therefor by appropriate
     endorsement on Schedule A to each such Certificate and (ii) instruct the
     Depositary to credit the account of the purchaser of the Tranche of Trust
     Preferred Securities and (B) an Administrative Trustee shall increase the
     number of Common Securities evidenced by each Certificate therefor by
     appropriate endorsement on Schedule A to each such Certificate.

     Section 7.2  Distributions.
                  -------------

          (a) Holders of Securities shall be entitled to receive cumulative cash
     Distributions at the rate per annum of 8.4% of the stated Liquidation
     Amount of $25 per Security. The amount of Distributions payable for any
     period shall be computed on the basis of a 360-day year of twelve 30-day
     months. The amount of Distributions payable for any period shorter than a
     full quarterly distribution period shall be computed on the basis of a 30-
     day month and for periods of less than a month, the actual number of days
     elapsed per 30-day month. Subject to Section 7.1(b), Distributions shall be
     made on the Trust Preferred Securities and the Common Securities on a Pro
     Rata basis.  Except in the event that the Sponsor exercises its right to
     extend the interest payment period for the Debentures pursuant to Article
     IV of the Second Supplemental Indenture (an "Exclusion Period"),

                                      36
<PAGE>

     Distributions on the Securities shall, from the date of original issue,
     accrue and be cumulative and shall be payable quarterly, in arrears, on the
     30th day of each January, April, July and October, commencing April 30,
     2001, when, as and if available for payment, by the Property Trustee,
     except as otherwise described below. Distributions are payable only to the
     extent that payments are made in respect of the Debentures held by the
     Property Trustee and to the extent that the Trust has funds available for
     the payment of such Distributions in the Property Account.

          (b) Distributions not paid on the scheduled payment date will
     accumulate and compound (including interest payable on unpaid interest at
     the percentage rate per annum set forth above, to the extent permitted by
     applicable law) quarterly at the rate of 8.4% per annum ("Compounded
     Distributions"). "Distributions" shall mean ordinary cumulative
     distributions together with any Compounded Distributions or any payment of
     Additional Tax Sums.

          (c) If and to the extent that the Debenture Issuer makes a payment of
     interest, premium and/or principal on the Debentures held by the Property
     Trustee or any payment of Additional Tax Sums (the amount of any such
     payments being a "Payment Amount"), the Property Trustee shall and is
     directed, to the extent funds are available for that purpose, to make a Pro
     Rata distribution of the Payment Amount to Holders, subject to Section
     7.1(b).

          (d) Distributions on the Securities shall be payable to the Holders
     thereof as they appear on the register of the Trust as of the close of
     business on the relevant record dates. While the Trust Preferred Securities
     are represented by one or more Global Securities, the relevant record dates
     shall be the close of business on the Business Day next preceding such
     Distribution payment date, unless a different regular record date is
     established or provided for the corresponding interest payment date on the
     Debentures. The relevant record dates for the Common Securities shall be
     the same as for the Trust Preferred Securities. If the Trust Preferred
     Securities shall not continue to remain represented by one or more Global
     Securities, the relevant record dates for the Trust Preferred Securities
     shall be selected by the Administrative Trustees and shall be more than 14
     days but no less than 60 days prior to the relevant payment dates. At all
     times, the Distribution payment dates shall correspond to the interest
     payment dates on the Debentures. Distributions payable on any Securities
     that are not punctually paid on any Distribution payment date, as a result
     of the Debenture Issuer having failed to make a payment under the
     Debentures, shall cease to be payable to the Person in whose name such
     Securities are registered on the relevant record date, and such defaulted
     Distribution will instead be payable to the Person in whose name such
     Securities are registered on the special record date or other specified
     date determined with respect to the related interest payment date pursuant
     to the Indenture. If any date on which Distributions are payable on the
     Securities is not a Business Day, then payment of the Distribution payable
     on such date will be made on the next succeeding day that is a Business Day
     (and without any interest or other payment in respect of any such delay),
     except that, if such Business Day is in the next succeeding calendar year,
     such payment shall be made on the immediately preceding day which is a
     Business Day, in each case with the same force and effect as if made on
     such payment date.

                                      37
<PAGE>

          (e) In the event that there is any money or other property held by or
     for the Trust that is not accounted for hereunder, such property shall be
     distributed Pro Rata among the Holders of the Securities.

     Section 7.3  Redemption of Securities.
                  ------------------------

          (a) Upon the repayment or redemption, in whole or in part, of the
     Debentures held by the Trust, whether at the stated maturity of the
     Debentures or upon earlier redemption or acceleration as provided in the
     Indenture, the proceeds from such repayment or redemption shall be
     simultaneously applied Pro Rata (subject to Section 7.1(b)) to redeem
     Securities having an aggregate Liquidation Amount equal to the aggregate
     principal amount of the Debentures so repaid or redeemed at the Redemption
     Price. Holders shall be given not less than 20 nor more than 60 days notice
     of such redemption in accordance with Section 7.4.

          (b) On the date fixed for any distribution of Debentures, upon
     dissolution of the Trust, (i) the Securities will no longer be deemed to be
     outstanding and (ii) certificates representing Securities will be deemed to
     represent the Debentures having an aggregate principal amount equal to the
     stated Liquidation Amount of, and bearing accrued and unpaid interest equal
     to accrued and unpaid distributions on, such Securities until such
     certificates are presented to the Sponsor or its agent for transfer or
     reissuance.

          (c) Certificates called for redemption in whole must be surrendered to
     the Paying Agent in order to receive payment of the Redemption Price.

     Section 7.4  Redemption Procedures.
                  ---------------------

          (a) Notice of any redemption of, or notice of distribution of
     Debentures in exchange for, the Securities (a "Redemption/Distribution
     Notice"), which notice shall be irrevocable, will be given by the Trust by
     mail to each Holder of Securities to be redeemed or exchanged not fewer
     than 20 nor more than 60 days before the date fixed for redemption or
     exchange thereof which, in the case of a redemption, will be the date fixed
     for redemption of or the date of final maturity of the Debentures. For
     purposes of the calculation of the date of redemption or exchange and the
     dates on which notices are given pursuant to this Section 7.4(a), a
     Redemption/Distribution Notice shall be deemed to be given on the day such
     notice is first mailed by first-class mail, postage prepaid, to Holders of
     Securities. Each Redemption/Distribution Notice shall be addressed to the
     Holders of Securities at the address of each such Holder appearing in the
     register of the Trust. No defect in the Redemption/Distribution Notice or
     in the mailing of either thereof with respect to any Holder shall affect
     the validity of the redemption or exchange proceedings with respect to any
     other Holder.

          (b) If fewer than all the outstanding Securities are to be so
     redeemed, the Common Securities and the Trust Preferred Securities will be
     redeemed Pro Rata (subject to Section 7.1(b)) and the Trust Preferred
     Securities to be redeemed will be redeemed as described in Section 7.4(c)
     below. The Trust may not redeem the Securities in part unless all
     accumulated and unpaid Distributions to the date of redemption have been
     paid in full

                                      38
<PAGE>

     on all Securities then outstanding. For all purposes of this Trust
     Agreement, unless the context otherwise requires, all provisions relating
     to the redemption of Trust Preferred Securities shall relate, in the case
     of any Trust Preferred Security redeemed or to be redeemed only in part, to
     the portion of the aggregate Liquidation Amount of Trust Preferred
     Securities which has been or is to be redeemed.

          (c) Subject to the Trust's fulfillment of the notice requirements set
     forth in Section 7.4(a) above, if Securities are to be redeemed, then (i)
     with respect to Trust Preferred Securities represented by one or more
     Global Securities, by 2:00 p.m., New York City time, on the redemption date
     (provided that the Debenture Issuer has paid the Property Trustee a
     sufficient amount of immediately available funds in connection with the
     related redemption or maturity of the Debentures), the Property Trustee
     will deposit irrevocably with the Depositary or its nominee (or successor
     Clearing Agency or its nominee) funds sufficient to pay the applicable
     Redemption Price with respect to the Trust Preferred Securities and will
     give the Depositary irrevocable instructions and authority to pay the
     Redemption Price to the Holders of the Trust Preferred Securities and (ii)
     with respect to Securities not represented by one or more Global Securities
     (provided that the Debenture Issuer has paid the Property Trustee a
     sufficient amount of immediately available funds in connection with the
     related redemption or maturity of the Debentures), the Paying Agent will
     pay the relevant Redemption Price to the Holders of such Securities by
     check mailed to the address of the relevant Holder appearing on the
     register of the Trust on the redemption date. If any date fixed for
     redemption of Securities is not a Business Day, then payment of the
     Redemption Price payable on such date will be made on the next succeeding
     day that is a Business Day (and without any interest or other payment in
     respect of any such delay) except that, if such Business Day is in the next
     succeeding calendar year, such payment shall be made on the immediately
     preceding Business Day, in each case with the same force and effect as if
     made on such date fixed for redemption. If payment of the Redemption Price
     in respect of any Securities is improperly withheld or refused and not paid
     either by the Property Trustee or by the Sponsor as guarantor pursuant to
     the Guarantee, Distributions on such Securities will continue to accrue at
     the then applicable rate from the original redemption date to the actual
     date of payment, in which case the actual payment date will be considered
     the date fixed for redemption for purposes of calculating the Redemption
     Price. For these purposes, the applicable Redemption Price shall not
     include Distributions which are being paid to Holders who were Holders on a
     relevant record date. If a Redemption/Distribution Notice shall have been
     given and funds deposited or paid as required, then immediately prior to
     the close of business on the date of such deposit or payment, Distributions
     will cease to accrue on the Securities called for redemption and all rights
     of Holders of such Securities so called for redemption will cease, except
     the right of the Holders to receive the Redemption Price, but without
     interest on such Redemption Price, and from and after the date fixed for
     redemption, such Securities will cease to be outstanding.

     Neither the Administrative Trustees nor the Trust shall be required to
register or cause to be registered the transfer of any Securities that have been
called for redemption, except in the case of any Securities being redeemed in
part, any portion thereof not to be redeemed.

                                      39

<PAGE>

          (d) Subject to the foregoing and applicable law (including, without
     limitation, United States federal securities laws), the Debenture Issuer or
     its subsidiaries may at any time and from time to time purchase outstanding
     Trust Preferred Securities by tender, in the open market or by private
     agreement.

     Section 7.5  Voting Rights of Trust Preferred Securities.
                  -------------------------------------------

          (a) Except as provided under Section 11.1 and this Article 7 and as
     otherwise required by the Business Trust Act, the Trust Indenture Act and
     other applicable law, the Holders of the Trust Preferred Securities shall
     have no voting rights.

          (b) Subject to the requirement of the Property Trustee obtaining a tax
     opinion in certain circumstances set forth in Section 7.5(d) below, the
     Holders of a Majority in Liquidation Amount of the Trust Preferred
     Securities voting separately as a class have the right to direct the time,
     method and place of conducting any proceeding for any remedy available to
     the Property Trustee, or to direct the exercise of any trust or power
     conferred upon the Property Trustee under the Trust Agreement, including
     the right to direct the Property Trustee, as Holder of the Debentures, to
     (i) exercise the remedies available to it under the Indenture as a Holder
     of the Debentures; (ii) consent to any amendment or modification of the
     Indenture or the Debentures where such consent shall be required (iii)
     waive any past default and its consequences that is waivable under Section
     6.6 of the Indenture or (iv) cancel an acceleration of the principal of the
     Debentures; provided, however, that if an Indenture Event of Default has
     occurred and is continuing, then the Holders of 25% of the aggregate
     Liquidation Amount of the Trust Preferred Securities may direct the
     Property Trustee to declare the principal of and interest on the Debentures
     due and payable; provided, further, that where a consent or action under
     the Indenture would require the consent or act of the Holders of more than
     a majority of the aggregate principal amount of Debentures affected
     thereby, only the Holders of the percentage of the aggregate stated
     Liquidation Amount of the Trust Preferred Securities which is at least
     equal to the percentage required under the Indenture may direct the
     Property Trustee to give such consent to take such action provided,
     further, that (subject to the provisions of Section 3.9) the Property
     Trustee shall have the right to decline to follow any such direction if the
     Property Trustee shall determine that the action so directed would be
     unjustly prejudicial to the Holders of Trust Preferred Securities not
     taking part in such direction or if the Property Trustee, being advised by
     counsel, determines that the action or proceeding so directed may not
     lawfully be taken or if the Property Trustee, in good faith, by its board
     of directors or trustees, executive committee, or a trust committee of
     directors or trustees, and/or Responsible Officers, shall determine that
     the action or proceeding so directed would involve the Property Trustee in
     personal liability.

          (c) If the Property Trustee fails to enforce its rights under the
     Debentures after a Holder of Trust Preferred Securities has made a written
     request, such Holder of Trust Preferred Securities may, to the extent
     permitted by applicable law, institute a legal proceeding directly against
     the Debenture Issuer to enforce the Property Trustee's rights under the
     Indenture without first instituting any legal proceeding against the
     Property Trustee or any other Person. In addition, if a Trust Enforcement
     Event has occurred and is continuing and such event is attributable to the
     failure of the Debenture Issuer to make

                                      40
<PAGE>

     any interest, principal or other required payments when due under the
     Indenture, then a Holder of Trust Preferred Securities may directly
     institute a Direct Action against the Debenture Issuer on or after the
     respective due date specified in the Debentures.

          (d) Subject to Section 2.7, the Property Trustee shall notify all
     Holders of the Trust Preferred Securities of any notice of any Indenture
     Event of Default received from the Debenture Issuer with respect to the
     Debentures. Such notice shall state that such Indenture Event of Default
     also constitutes a Trust Enforcement Event. Except with respect to
     directing the time, method, and place of conducting a proceeding for a
     remedy, the Property Trustee shall be under no obligation to take any of
     the actions described in clauses 7.5(b)(i) and (ii) above unless the
     Property Trustee has obtained an opinion of independent tax counsel to the
     effect that the Trust will not fail to be classified as a grantor trust for
     United States federal income tax purposes as a result of such action, and
     each Holder will be treated as owning an undivided beneficial ownership
     interest in the Debentures.

          (e) In the event the consent of the Property Trustee, as the Holder of
     the Debentures, is required under the Indenture with respect to any
     amendment or modification of the Indenture, the Property Trustee shall
     request the direction of the Holders of the Securities with respect to such
     amendment or modification and shall vote with respect to such amendment or
     modification as directed by not less than a Majority in Liquidation Amount
     of the Securities voting together as a single class; provided, however,
     that where a consent under the Indenture would require the consent of the
     Holders of more than a majority of the aggregate principal amount of the
     Debentures, the Property Trustee may only give such consent at the
     direction of the Holders of at least the same proportion in aggregate
     stated Liquidation Amount of the Securities. The Property Trustee shall not
     take any such action in accordance with the directions of the Holders of
     the Securities unless the Property Trustee has obtained an opinion of
     independent tax counsel to the effect that the Trust will not be classified
     as other than a grantor trust for United States federal income tax purposes
     as a result of such action, and each Holder will be treated as owning an
     undivided beneficial ownership interest in the Debentures.

          (f) A waiver of an Indenture Event of Default with respect to the
     Debentures will constitute a waiver of the corresponding Trust Enforcement
     Event.

          (g) Any required approval or direction of Holders of Trust Preferred
     Securities may be given at a separate meeting of Holders of Trust Preferred
     Securities convened for such purpose, at a meeting of all of the Holders of
     Securities or pursuant to written consent. The Administrative Trustees will
     cause a notice of any meeting at which Holders of Trust Preferred
     Securities are entitled to vote to be mailed to each Holder of record of
     Trust Preferred Securities. Each such notice will include a statement
     setting forth (i) the date of such meeting, (ii) a description of any
     resolution proposed for adoption at such meeting on which such Holders are
     entitled to vote and (iii) instructions for the delivery of proxies.

                                      41
<PAGE>

          (h)  No vote or consent of the Holders of Trust Preferred Securities
     shall be required for the Trust to redeem and cancel Trust Preferred
     Securities or distribute Debentures in accordance with this Trust Agreement
     and the terms of the Securities.

          (i)  Notwithstanding that Holders of Trust Preferred Securities are
     entitled to vote or consent under any of the circumstances described above,
     any of the Securities that are owned at such time by the Debenture Issuer,
     any Administrative Trustee or any entity directly or indirectly controlled
     by, or under direct or indirect common control with, the Debenture Issuer
     or any Administrative Trustee, shall not be entitled to vote or consent and
     shall, for purposes of such vote or consent, be treated as if such
     Securities were not outstanding; provided, however, that persons otherwise
     eligible to vote to whom the Debenture Issuer or any of its subsidiaries
     have pledged Trust Preferred Securities may vote or consent with respect to
     such pledged Trust Preferred Securities under any of the circumstances
     described herein.

          (j)  Subject to Sections 6.6(a) and 7.5(k), Holders of the Trust
     Preferred Securities shall have no rights to appoint or remove the
     Trustees, who may be appointed, removed or replaced solely by the Common
     Securities Holder.

          (k)  Subject to the rights of the Holders of a Majority in Liquidation
     Amount of the Common Securities to appoint or remove Administrative
     Trustees as provided in Section 6.6(a)(iii), if an Indenture Event of
     Default has occurred and is continuing, the Trustees may be removed at such
     time only by a Majority in Liquidation Amount of the Trust Preferred
     Securities.

     Section 7.6  Voting Rights of Common Securities.
                  ----------------------------------

          (a)  Except as provided under Section 6.1(b), this Section 7.6 or
     Section 11.1 or as otherwise required by the Business Trust Act, the Trust
     Indenture Act or other applicable law or provided by the Trust Agreement,
     the Holders of the Common Securities will have no voting rights.

          (b)  Subject to Sections 6.6(a) and 7.5(k), the Holders of the Common
     Securities shall be entitled, in accordance with Article 6 of this Trust
     Agreement, to vote to appoint, remove or replace any Trustee or to increase
     or decrease the number of Trustees.

          (c)  Subject to Section 2.6 and only after all Trust Enforcement
     Events with respect to the Trust Preferred Securities have been cured,
     waived, or otherwise eliminated and subject to the requirement of the
     Property Trustee obtaining a tax opinion in certain circumstances set forth
     in this paragraph (c), the Holders of a Majority in Liquidation Amount of
     the Common Securities have the right to direct the time, method and place
     of conducting any proceeding for any remedy available to the Property
     Trustee, or direct the exercise of any trust or power conferred upon the
     Property Trustee under this Trust Agreement, including the right to direct
     the Property Trustee, as Holder of the Debentures, to (i) exercise the
     remedies available to it under the Indenture as a Holder of the Debentures,
     (ii) consent to any amendment or modification of the Indenture or the
     Debentures where such consent shall be required or (iii) waive any past
     default and its

                                      42
<PAGE>

     consequences that is waivable under Section 6.6 of the Indenture; provided,
     however, that where a consent or action under the Indenture would require
     the consent or act of the Holders of more than a majority of the aggregate
     principal amount of Debentures affected thereby, only the Holders of the
     percentage of the aggregate stated Liquidation Amount of the Common
     Securities which is at least equal to the percentage required under the
     Indenture may direct the Property Trustee to have such consent or take such
     action, provided, further, that (subject to the provisions of Section 3.9)
     the Property Trustee shall have the right to decline to follow any such
     direction if the Property Trustee shall determine that the action so
     directed would be unjustly prejudicial to the Holders of Common Securities
     not taking part in such direction or if the Property Trustee, being advised
     by counsel, determines that the action or proceeding so directed may not
     lawfully be taken or if the Property Trustee, in good faith, by its board
     of directors or trustees, executive committee, or a trust committee of
     directors or trustees, and/or Responsible officers, shall determine that
     the action or proceeding so directed would involve the Property Trustee in
     personal liability. Except with respect to directing the time, method, and
     place of conducting a proceeding for a remedy, the Property Trustee shall
     be under no obligation to take any of the actions described in clauses
     7.6(c)(i) and (ii) above unless the Property Trustee has obtained an
     opinion of independent tax counsel to the effect that, as a result of such
     action, for United States federal income tax purposes the Trust will not
     fail to be classified as a grantor trust and each Holder will be treated as
     owning an undivided beneficial ownership interest in the Debentures.

          (d)  If the Property Trustee fails to enforce its rights under the
     Debentures after a Holder of Common Securities has made a written request,
     such Holder of Common Securities may, to the extent permitted by applicable
     law, directly institute a legal proceeding directly against the Debenture
     Issuer to enforce the Property Trustee's rights under the Debentures
     without first instituting any legal proceeding against the Property Trustee
     or any other Person.

          (e)  A waiver of an Indenture Event of Default with respect to the
     Debentures will constitute a waiver of the corresponding Trust Enforcement
     Event.

          (f)  Any required approval or direction of Holders of Common
     Securities may be given at a separate meeting of Holders of Common
     Securities convened for such purpose, at a meeting of all of the Holders of
     Securities or pursuant to written consent. The Administrative Trustees will
     cause a notice of any meeting at which Holders of Common Securities are
     entitled to vote to be mailed to each Holder of record of Common
     Securities. Each such notice will include a statement setting forth (i) the
     date of such meeting, (ii) a description of any resolution proposed for
     adoption at such meeting on which such Holders are entitled to vote and
     (iii) instructions for the delivery of proxies.

          (g)  No vote or consent of the Holders of the Common Securities will
     be required for the Trust to redeem and cancel Common Securities or to
     distribute Debentures in accordance with the Trust Agreement and the terms
     of the Securities.

     Section 7.7 Paying Agent. The Trust shall maintain in the Borough of
                 ------------
Manhattan, City of New York, State of New York, an office or agency where the
Trust Preferred Securities

                                      43
<PAGE>

may be presented for payment ("Paying Agent"). The Trust may appoint the Paying
Agent and may appoint one or more additional Paying Agents in such other
locations as it shall determine. The term "Paying Agent" includes any additional
Paying Agent. The Trust may change any Paying Agent without prior notice to the
Holders. The Trust shall notify the Property Trustee of the name and address of
any Paying Agent not a party to this Trust Agreement. If the Trust fails to
appoint or maintain another entity as Paying Agent, the Property Trustee shall
act as such. The Trust or any of its Affiliates may act as Paying Agent. The
Property Trustee shall initially act as Paying Agent for the Securities. In the
event the Property Trustee shall no longer be the Paying Agent, the
Administrative Trustees shall appoint a successor (which shall be a bank or
trust company acceptable to the Debenture Issuer) to act as Paying Agent. The
Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written
notice to the Property Trustee and the Debenture Issuer.

     Section 7.8 Listing. The Sponsor shall use its best efforts to cause the
                 -------
Trust Preferred Securities to be listed for quotation on the New York Stock
Exchange.

     Section 7.9 Transfer of Securities.
                 ----------------------

          (a) Securities may only be transferred, in whole or in part, in
     accordance with the terms and conditions set forth in this Trust Agreement
     and in the terms of the Securities. To the fullest extent permitted by law,
     any transfer or purported transfer of any Security not made in accordance
     with this Trust Agreement shall be null and void.

          (b)  (i)  Subject to this Article 7, Trust Preferred Securities shall
          be freely transferable.

          (ii) The Holder of the Common Securities may not transfer the Common
     Securities except (A) in compliance with a consolidation, merger, sale,
     conveyance or lease of the Sponsor in compliance with Article XI of the
     Indenture or (B) to the Sponsor or an Affiliate thereof in compliance with
     applicable law, including the Securities Act and applicable state
     securities and blue sky laws. To the fullest extent permitted by law, any
     attempted transfer of the Common Securities other than as set forth in the
     immediately preceding sentence shall be null and void.

          (c)  The Trust shall cause to be kept at the Corporate Trust Office of
     the Property Trustee a register (the register maintained in such office
     being herein sometimes referred to as the "Security Register") in which,
     subject to such reasonable regulations as it may prescribe, the Trust shall
     provide for the registration of Trust Preferred Securities and of transfers
     of Trust Preferred Securities. The Property Trustee is hereby appointed
     "Security Registrar" for the purpose of registering Trust Preferred
     Securities and transfers of Trust Preferred Securities as herein provided.

          (d)  Upon surrender for registration of transfer of any Security at an
     office or agency of the Trust designated for such purpose, the Trust shall
     execute, and in the case of Trust Preferred Securities the Property Trustee
     shall authenticate and deliver, in the name of the designated transferee or
     transferees, one or more new Securities of any authorized denominations and
     of a like aggregate principal amount.

                                      44
<PAGE>

          (e)  At the option of the Holder, Securities may be exchanged for
     other Securities of any authorized denominations and of a like aggregate
     principal amount, upon surrender of the Securities to be exchanged at such
     office or agency. Whenever any Securities are so surrendered for exchange,
     the Trust shall execute, and in the case of Trust Preferred Securities the
     Property Trustee shall authenticate and deliver, the Securities which the
     Holder making the exchange is entitled to receive.

          (f)  Every Security presented or surrendered for registration of
     transfer or for exchange shall (if so required by the Trust or the Property
     Trustee) be duly endorsed, or be accompanied by a written instrument of
     transfer in form satisfactory to the Trust and the Security Registrar duly
     executed, by the Holder thereof or his attorney duly authorized in writing.

          (g)  No service charge shall be made for any registration of transfer
     or exchange of Securities, but the Trust may require payment of a sum
     sufficient to cover any tax or other governmental charge that may be
     imposed in connection with any registration of transfer or exchange of
     Securities.

          (h)  If the Securities are to be redeemed in part, the Trust shall not
     be required (A) to issue, register the transfer of or exchange any
     Securities during a period beginning at the opening of business 15 days
     before the day of the mailing of a notice of redemption of any such
     Securities selected for redemption under Section 7.4 and ending at the
     close of business on the day of such mailing, or (B) to register the
     transfer or exchange of any Security so selected for redemption in whole or
     in part, except the unredeemed portion of any Security being redeemed in
     part.

     Section 7.10 Mutilated, Destroyed, Lost or Stolen Certificates. If:
                  -------------------------------------------------

          (a)  any mutilated Certificates should be surrendered to the
     Administrative Trustees or the Property Trustee, or if the Administrative
     Trustees and the Property Trustee shall receive evidence to their
     satisfaction of the destruction, loss or theft of any Certificate; and

          (b)  there shall be delivered to the Administrative Trustees and the
     Property Trustee such security or indemnity as may be required by them to
     keep each of the Trustees, the Sponsor and the Trust harmless, then, in the
     absence of notice that such Certificate shall have been acquired by a bona
     fide purchaser, any Administrative Trustee on behalf of the Trust shall
     execute and deliver and, with respect to Trust Preferred Securities
     Certificates, the Property Trustee shall authenticate, in exchange for or
     in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
     Certificate of like denomination.

     In connection with the issuance of any new Certificate under this Section
7.10, the Administrative Trustees may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Certificate issued pursuant to this Section shall
constitute conclusive evidence of an ownership interest in the relevant
Securities, as if originally issued, whether or not the lost, stolen or
destroyed

                                      45
<PAGE>

Certificate shall be found at any time. The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement of mutilated, destroyed, lost or stolen
Certificates.

     Section 7.11   Deemed Security Holders. The Trustees may treat the Person
                    -----------------------
in whose name any Certificate shall be registered on the register of the Trust
as the sole holder of such Certificate and of the Securities represented by such
Certificate for purposes of receiving Distributions (subject to Section 7.2(d))
and for all other purposes whatsoever and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such Certificate or in
the Securities represented by such Certificate on the part of any Person,
whether or not the Trust shall have actual or other notice thereof.

     Section 7.12   Global Securities. The Trust Preferred Securities may be
                    -----------------
issued in the form of one or more Global Securities. If the Trust Preferred
Securities are to be issued in the form of one or more Global Securities, then
an Administrative Trustee on behalf of the Trust shall execute and the Property
Trustee shall authenticate and deliver one or more Global Securities that (i)
shall represent and shall be denominated in an amount equal to the aggregate
Liquidation Amount of all of the Trust Preferred Securities to be issued in the
form of Global Securities and not yet cancelled, (ii) shall be registered in the
name of the Depositary for such Global Security or the nominee of such
Depositary, and (iii) shall be delivered by the Property Trustee to such
Depositary or pursuant to such Depositary's instructions. Global Securities
shall bear a legend substantially to the following effect:

          "This Trust Preferred Security is a Global Security within the meaning
     of the Trust Agreement hereinafter referred to and is registered in the
     name of The Depository Trust Company, a New York corporation (the
     "Depositary"), or a nominee of the Depositary. This Trust Preferred
     Security is exchangeable for Trust Preferred Securities registered in the
     name of a person other than the Depositary or its nominee only in the
     limited circumstances described in the Trust Agreement and no transfer of
     this Trust Preferred Security (other than a transfer of this Trust
     Preferred Security as a whole 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) may be registered except in limited
     circumstances.

          Unless this Trust Preferred Security Certificate is presented by an
     authorized representative of the Depositary to Dominion Resources Capital
     Trust II or its agent for registration of transfer, exchange or payment,
     and any Trust Preferred Security Certificate issued is registered in the
     name of Cede & Co. or such other name as requested by an authorized
     representative of the Depositary (and any payment hereon is made to Cede &
     Co. or to such other entity as is requested by an authorized representative
     of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
     OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
     hereof, Cede & Co., has an interest herein."

     Trust Preferred Securities not represented by a Global Security issued in
exchange for all or a part of a Global Security pursuant to this Section 7.12
shall be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or

                                      46
<PAGE>

indirect participants or otherwise, shall instruct the Property Trustee. Upon
execution and authentication, the Property Trustee shall deliver such Trust
Preferred Securities not represented by a Global Security to the Persons in
whose names such definitive Trust Preferred Securities are so registered.

     At such time as all interests in Global Securities have been redeemed,
repurchased or cancelled, such Global Securities shall be, upon receipt thereof,
cancelled by the Property Trustee in accordance with standing procedures of the
Depositary. At any time prior to such cancellation, if any interest in Global
Securities is exchanged for Trust Preferred Securities not represented by a
Global Security, redeemed, cancelled or transferred to a transferee who receives
Trust Preferred Securities not represented by a Global Security therefor or any
Trust Preferred Security not represented by a Global Security is exchanged or
transferred for part of Global Securities, the principal amount of such Global
Securities shall, in accordance with the standing procedures of the Depositary,
be reduced or increased, as the case may be, and an endorsement shall be made on
such Global Securities by the Property Trustee to reflect such reduction or
increase.

     The Trust and the Property Trustee may for all purposes, including the
making of payments due on the Trust Preferred Securities, deal with the
Depositary as the authorized representative of the Holders for the purposes of
exercising the rights of Holders hereunder. The rights of the owner of any
beneficial interest in a Global Security shall be limited to those established
by law and agreements between such owners and depository participants provided,
that no such agreement shall give any rights to any Person against the Trust or
the Property Trustee without the written consent of the parties so affected.
Multiple requests and directions from and votes of the Depositary as holder of
Trust Preferred Securities in global form with respect to any particular matter
shall not be deemed inconsistent to the extent they do not represent an amount
of Trust Preferred Securities in excess of those held in the name of the
Depositary or its nominee.

     If at any time the Depositary for any Trust Preferred Securities
represented by one or more Global Securities notifies the Trust that it is
unwilling or unable to continue as Depositary for such Trust Preferred
Securities or if at any time the Depositary for such Trust Preferred Securities
shall no longer be eligible to act as such under the Exchange Act, the Trust
shall appoint a successor Depositary with respect to such Trust Preferred
Securities. If a successor Depositary for such Trust Preferred Securities is not
appointed by the Trust within 90 days after the Trust receives such notice or
becomes aware of such ineligibility, the Trust's election that such Trust
Preferred Securities be represented by one or more Global Securities shall no
longer be effective and the Trust shall execute, and the Property Trustee will
authenticate and deliver, Trust Preferred Securities in definitive registered
form, in any authorized denominations, in an aggregate Liquidation Amount equal
to the principal amount of the Global Security representing such Trust Preferred
Securities in exchange for such Global Security.

     The Trust may at any time and in its sole discretion determine that the
Trust Preferred Securities issued in the form of one or more Global Securities
shall no longer be represented by a Global Security. In such event the Trust
shall execute, and the Property Trustee, shall authenticate and deliver, Trust
Preferred Securities in definitive registered form, in any

                                      47
<PAGE>

authorized denominations, in an aggregate Liquidation Amount equal to the
principal amount of the Global Security representing such Trust Preferred
Securities, in exchange for such Global Security.

     Notwithstanding any other provisions of this Trust Agreement (other than
the provisions set forth in Section 7.9), Global Securities may not be
transferred as a whole 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 by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary.

     Subject to the third preceding paragraph, interests of beneficial owners in
a Global Security may be transferred or exchanged for Trust Preferred Securities
not represented by a Global Security and Trust Preferred Securities not
represented by a Global Security may be transferred or exchange for Global
Securities in accordance with rules of the Depositary and the provisions of
Section 7.9.

     Section 7.13 [INTENTIONALLY OMITTED]
                  -----------------------

     Section 7.14 Cancellation.  All Certificates surrendered for payment,
                  ------------
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Property Trustee, be delivered to the Property Trustee and
shall be promptly cancelled by it. No Certificates shall be executed or
authenticated in lieu of or in exchange for any Certificates cancelled as
provided in this Section, except as permitted by this Trust Agreement. All
cancelled Certificates held by the Property Trustee shall be disposed of by it
in accordance with its customary procedures.

                                   ARTICLE 8
                     DISSOLUTION AND TERMINATION OF TRUST

     Section 8.1 Dissolution and Termination of Trust.
                 ------------------------------------

          (a) The Trust shall dissolve upon the earliest of:

               (i)       a Bankruptcy Event of the Holder of the Common
          Securities or the Sponsor;

               (ii)      the filing of a certificate of dissolution or its
          equivalent with respect to the Sponsor; the dissolution of the Trust
          after obtaining the consent of the Holders of at least a Majority in
          Liquidation Amount of the Securities to dissolve the Trust; or the
          revocation of the Sponsor's charter and the expiration of 90 days
          after the date of revocation without a reinstatement thereof;

               (iii)     the entry of a decree of judicial dissolution of the
          Sponsor or the Trust;

                                      48
<PAGE>

               (iv)      the time when all of the Securities shall have been
          called for redemption and the amounts then due shall have been paid to
          the Holders in accordance with the terms of the Securities;

               (v)       at the Sponsor's election by notice and direction to
          the Property Trustee to distribute the Debentures to the Holders of
          the Securities in exchange for all of the Securities; provided that
          the Sponsor will be required to obtain an opinion of an independent
          tax counsel that the distribution of the Debentures would not
          result in the recognition of gain or loss for United States
          federal income tax purposes by the Holders of the Trust Preferred
          Securities; or

               (vi)      the time when all of the Administrative Trustees and
          the Sponsor shall have consented to dissolution of the Trust provided
          such action is taken before the issuance of any Securities.

          (b) As soon as is practicable after the occurrence of an event
     referred to in Section 8.1(a) and upon completion of the winding up and
     liquidation of the Trust, the Trustees shall terminate the Trust by filing
     a certificate of cancellation with the Secretary of State of the State of
     Delaware.

          (c) The provisions of Section 4.2 and Article 9 shall survive the
     termination of the Trust.

     Section 8.2 Liquidation Distribution Upon Dissolution of the Trust.
                 ------------------------------------------------------

          (a) In the event of any voluntary or involuntary liquidation,
     dissolution, or winding-up of the Trust (each a "Liquidation"), the Holders
     of the Securities on the date of the Liquidation will be entitled to
     receive, out of the assets of the Trust available for distribution to
     Holders of Securities after satisfaction of the Trusts' liabilities to
     creditors, if any, distributions in cash or other immediately available
     funds in an amount equal to the aggregate of the stated Liquidation Amount
     of $25 per Security plus accumulated and unpaid Distributions thereon to
     the date of payment (such amount being the "Liquidation Distribution"),
     unless, in connection with such Liquidation, the Debentures shall be
     distributed on a Pro Rata basis to the Holders of the Securities in
     exchange for such Securities.

          (b) If, upon any such Liquidation, the Liquidation Distribution can be
     paid only in part because the Trust has insufficient assets available to
     pay in full the aggregate Liquidation Distribution, then the amounts
     payable directly by the Trust on the Securities shall be paid on a Pro Rata
     basis. The Holders of the Common Securities will be entitled to receive
     distributions upon any such Liquidation Pro Rata with the Holders of the
     Trust Preferred Securities except that if an Indenture Event of Default has
     occurred and is continuing, the Trust Preferred Securities shall have a
     preference over the Common Securities with regard to such distributions.

                                      49
<PAGE>

                                   ARTICLE 9
                            LIMITATION OF LIABILITY
             OF HOLDERS OF SECURITIES, DELAWARE TRUSTEES OR OTHERS

     Section 9.1 Liability.
                 ---------

          (a) Except as expressly set forth in this Trust Agreement, the
     Guarantee and the terms of the Securities, the Sponsor:

               (i)       shall not be personally liable for the return of any
          portion of the capital contributions (or any return thereon) of the
          Holders of the Securities which shall be made solely from assets of
          the Trust; and

               (ii)      shall not be required to pay to the Trust or to any
          Holder of Securities any deficit upon dissolution of the Trust or
          otherwise.

          (b) Pursuant to Section 3803(a) of the Business Trust Act, the Holder
     of the Common Securities shall be entitled to the same limitation of
     personal liability extended to stockholders of private corporations for
     profit organized under the General Corporation Law of the State of
     Delaware; provided, however, the Holders of the Common Securities shall be
     liable for all of the debts and obligations of the Trust (other than with
     respect to the Securities) to the extent not satisfied out of the Trust's
     assets.

          (c) Pursuant to Section 3803(a) of the Business Trust Act, the Holders
     of the Trust Preferred Securities shall be entitled to the same limitation
     of personal liability extended to stockholders of private corporations for
     profit organized under the General Corporation Law of the State of
     Delaware.

     Section 9.2 Exculpation.
                 -----------

          (a) No Indemnified Person shall be liable, responsible or accountable
     in damages or otherwise to the Trust or any Covered Person for any loss,
     damage or claim incurred by reason of any act or omission performed or
     omitted by such Indemnified Person in good faith on behalf of the Trust and
     in a manner such Indemnified Person reasonably believed to be within the
     scope of the authority conferred on such Indemnified Person by this Trust
     Agreement or by law, except that an Indemnified Person shall be liable for
     any such loss, damage or claim incurred by reason of such Indemnified
     Person's gross negligence or willful misconduct with respect to such acts
     or omissions.

          (b) An Indemnified Person shall be fully protected in relying in good
     faith upon the records of the Trust and upon such information, opinions,
     reports or statements presented to the Trust by any Person as to matters
     the Indemnified Person reasonably believes are within such other Person's
     professional or expert competence and who has, if selected by such
     Indemnified Person, been selected by such Indemnified Person with
     reasonable care on behalf of the Trust, including information, opinions,
     reports or statements as to the value and amount of the assets,
     liabilities, profits, losses or any other facts pertinent to the existence
     and amount of assets from which Distributions to Holders of Securities
     might properly be paid.

                                      50
<PAGE>

     Section 9.3 Fiduciary Duty.
                 --------------

          (a) To the extent that, at law or in equity, an Indemnified Person has
     duties (including fiduciary duties) and liabilities relating thereto to the
     Trust or to any other Covered Person, an Indemnified Person acting under
     this Trust Agreement shall not be liable to the Trust or to another Covered
     Person for its good faith reliance on the provisions of this Trust
     Agreement. The provisions of this Trust Agreement, to the extent that they
     restrict the duties and liabilities of an Indemnified Person otherwise
     existing at law or in equity (other than the duties imposed on the Property
     Trustee under the Trust Indenture Act), are agreed by the parties hereto to
     replace such other duties and liabilities of such Indemnified Person.

          (b) Unless otherwise expressly provided herein:

               (i)       whenever a conflict of interest exists or arises
          between any Covered Person and any Indemnified Person; or

               (ii)      whenever this Trust Agreement or any other agreement
          contemplated herein or therein provides that an Indemnified Person
          shall act in a manner that is, or provides terms that are, fair and
          reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Trust Agreement or any other
agreement contemplated herein or of any duty or obligation of the Indemnified
Person at law or in equity or otherwise.

          (c) Whenever in this Trust Agreement an Indemnified Person is
     permitted or required to make a decision:

               (i)       in its "discretion" or under a grant of similar
          authority, the Indemnified Person shall be entitled to consider such
          interests and factors as it desires, including its own interests, and
          shall have no duty or obligation to give any consideration to any
          interest of or factors affecting the Trust or any other Person; or

               (ii)      in its "good faith" or under another express standard,
          the Indemnified Person shall act under such express standard and shall
          not be subject to any other or different standard imposed by this
          Trust Agreement or by applicable law.

                                      51
<PAGE>

Section 9.4 Indemnification.
            ---------------

     (a)  (i)    The Debenture Issuer shall indemnify, to the full extent
     permitted by law, any Debenture Issuer Indemnified Person who was or is a
     party or is threatened to be made a party to any threatened, pending or
     completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the right of
     the Trust) by reason of the fact that he is or was a Debenture Issuer
     Indemnified Person against expenses (including attorney fees), judgments,
     fines and amounts paid in settlement actually and reasonably incurred by
     him in connection with such action, suit or proceeding if he acted in good
     faith and in a manner he reasonably believed to be in or not opposed to the
     best interests of the Trust, and, with respect to any criminal action or
     proceeding, had no reasonable cause to believe his conduct was unlawful.
     The termination of any action, suit or proceeding by judgment, order,
     settlement, conviction or upon a plea of nolo contendere or its equivalent,
     shall not, of itself, create a presumption that the Debenture Issuer
     Indemnified Person did not act in good faith and in a manner which he
     reasonably believed to be in or not opposed to the best interests of the
     Trust, and, with respect to any criminal action or proceeding, had
     reasonable cause to believe that his conduct was unlawful.

          (ii)   The Debenture Issuer shall indemnify, to the full extent
     permitted by law, any Debenture Issuer Indemnified Person who was or is a
     party or is threatened to be made a party to any threatened, pending or
     completed action or suit by or in the right of the Trust to procure a
     judgment in its favor by reason of the fact that he is or was a Debenture
     Issuer Indemnified Person against expenses (including attorneys' fees)
     actually and reasonably incurred by him in connection with the defense or
     settlement of such action or suit if he acted in good faith and in a manner
     he reasonably believed to be in or not opposed to the best interests of the
     Trust and except that no such indemnification shall be made in respect of
     any claim, issue or matter as to which such Debenture Issuer Indemnified
     Person shall have been adjudged to be liable to the Trust unless and only
     to the extent that the Court of Chancery of Delaware or the court in which
     such action or suit was brought shall determine upon application that,
     despite the adjudication of liability but in view of all the circumstances
     of the case, such person is fairly and reasonably entitled to indemnity for
     such expenses which such Court of Chancery or such other court shall deem
     proper.

          (iii)  Any indemnification under paragraphs (i) and (ii) of this
     Section 9.4(a) (unless ordered by a court) shall be made by the Debenture
     Issuer only as authorized in the specific case upon a determination that
     indemnification of the Debenture Issuer Indemnified Person is proper in the
     circumstances because he has met the applicable standard of conduct set
     forth in paragraphs (i) and (ii). Such determination shall be made (1) by
     the Administrative Trustees by a majority vote of a quorum consisting of
     such Administrative Trustees who were not parties to such action, suit or
     proceeding, (2) if such a quorum is not obtainable, or, even if obtainable,
     if a quorum of disinterested Administrative Trustees so directs, by
     independent legal counsel in a written opinion, or (3) by the Holders of
     the Common Securities of the Trust.

                                      52
<PAGE>

          (iv)   Expenses (including attorneys' fees) incurred by a Debenture
     Issuer Indemnified Person in defending a civil, criminal, administrative or
     investigative action, suit or proceeding referred to in paragraphs (i) and
     (ii) of this Section 9.4(a) shall be paid by the Debenture Issuer in
     advance of the final disposition of such action, suit or proceeding upon
     receipt of an undertaking by or on behalf of such Debenture Issuer
     Indemnified Person to repay such amount if it shall ultimately be
     determined that he is not entitled to be indemnified by the Debenture
     Issuer as authorized in this Section 9.4(a). Notwithstanding the foregoing,
     no advance shall be made by the Debenture Issuer if a determination is
     reasonably and promptly made (i) by the Administrative Trustees by a
     majority vote of a quorum of disinterested Administrative Trustees, (ii) if
     such a quorum is not obtainable, or, even if obtainable, if a quorum of
     disinterested Administrative Trustees so directs, by independent legal
     counsel in a written opinion or (iii) the Common Security Holder of the
     Trust, that, based upon the facts known to the Administrative Trustees,
     counsel or the Common Security Holder at the time such determination is
     made, such Debenture Issuer Indemnified Person acted in bad faith or in a
     manner that such person did not believe to be in or not opposed to the best
     interests of the Trust, or, with respect to any criminal proceeding, that
     such Debenture Issuer Indemnified Person believed or had reasonable cause
     to believe his conduct was unlawful. In no event shall any advance be made
     in instances where the Administrative Trustees, independent legal counsel
     or Common Security Holder reasonably determine that such person
     deliberately breached his duty to the Trust or its Common or Trust
     Preferred Security Holders.

          (v)    The indemnification and advancement of expenses provided by, or
     granted pursuant to, the other paragraphs of this Section 9.4(a) shall not
     be deemed exclusive of any other rights to which those seeking
     indemnification and advancement of expenses may be entitled under any
     agreement, vote of stockholders or disinterested directors of the Debenture
     Issuer or Trust Preferred Security Holders of the Trust or otherwise, both
     as to action in his official capacity and as to action in another capacity
     while holding such office. All rights to indemnification under this Section
     9.4(a) shall be deemed to be provided by a contract between the Debenture
     Issuer and each Debenture Issuer Indemnified Person who serves in such
     capacity at any time while this Section 9.4(a) is in effect. Any repeal or
     modification of this Section 9.4(a) shall not affect any rights or
     obligations then existing.

          (vi)   The Debenture Issuer or the Trust may purchase and maintain
     insurance on behalf of any person who is or was a Debenture Issuer
     Indemnified Person against any liability asserted against him and incurred
     by him in any such capacity, or arising out of his status as such, whether
     or not the Debenture Issuer would have the power to indemnify him against
     such liability under the provisions of this Section 9.4(a).

          (vii)  For purposes of this Section 9.4(a), references to "the Trust"
     shall include, in addition to the resulting or surviving entity, any
     constituent entity (including any constituent of a constituent) absorbed in
     a consolidation or merger, so that any person who is or was a director,
     trustee, officer or employee of such constituent entity, or is or was
     serving at the request of such constituent entity as a director, trustee,
     officer, employee or agent of another entity, shall stand in the same
     position under the provisions

                                      53
<PAGE>

     of this Section 9.4(a) with respect to the resulting or surviving entity as
     he would have with respect to such constituent entity if its separate
     existence had continued.

          (viii)  The indemnification and advancement of expenses provided by,
     or granted pursuant to, this Section 9.4(a) shall, unless otherwise
     provided when authorized or ratified, continue as to a person who has
     ceased to be a Debenture Issuer Indemnified Person and shall inure to the
     benefit of the heirs, executors and administrators of such a person. The
     obligation to indemnify as set forth in this Section 9.4(a) shall survive
     the resignation or removal of the Delaware Trustee or the Property Trustee
     or the termination of this Trust Agreement.

          (b) The Debenture Issuer agrees to indemnify the (i) Property Trustee,
     (ii) the Delaware Trustee, (iii) any Affiliate of the Property Trustee or
     the Delaware Trustee, and (iv) any officers, directors, shareholders,
     members, partners, employees, representatives, custodians, nominees or
     agents of the Property Trustee or the Delaware Trustee (each of the Persons
     in (i) through (iv) being referred to as a "Fiduciary Indemnified Person")
     for, and to hold each Fiduciary Indemnified Person harmless against, any
     loss, liability or expense incurred without gross negligence or willful
     misconduct on its part, arising out of or in connection with the acceptance
     or administration of the trust or trusts hereunder, including the costs and
     expenses (including reasonable legal fees and expenses) of defending itself
     against or investigating any claim or liability in connection with the
     exercise or performance of any of its powers or duties hereunder. The
     obligation to indemnify as set forth in this Section 9.4(b) shall survive
     the resignation and removal of the Delaware Trustee or the Property Trustee
     and the dissolution of the Trust and the termination of this Trust
     Agreement. In addition, the Debenture Issuer has agreed in the Indenture to
     pay the fees and expenses of the Delaware Trustee and the Property Trustee.

     Section 9.5 Outside Businesses. Subject to the provisions of Section 6.3,
                 ------------------
any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee
may engage in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the
activities of the Trust, and the Trust and the Holders of Securities shall have
no rights by virtue of this Trust Agreement in and to such independent ventures
or the income or profits derived therefrom, and the pursuit of any such venture,
even if competitive with the activities of the Trust, shall not be deemed
wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or
the Property Trustee shall be obligated to present any particular investment or
other opportunity to the Trust even if such opportunity is of a character that,
if presented to the Trust, could be taken by the Trust, and any Covered Person,
the Sponsor, the Delaware Trustee and the Property Trustee shall have the right
to take for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity. Any
Covered Person, the Delaware Trustee and the Property Trustee may engage or be
interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of, securities or other obligations of
the Sponsor or its Affiliates.

                                      54
<PAGE>

                                  ARTICLE 10
                                  ACCOUNTING

     Section 10.1 Fiscal Year. The fiscal year ("Fiscal Year") of the Trust
                  -----------
shall be the calendar year, or such other year as is required by the Code.

     Section 10.2 Certain Accounting Matters.
                  --------------------------

          (a) At all times during the existence of the Trust, the Administrative
     Trustees shall keep, or cause to be kept, full books of account, records
     and supporting documents, which shall reflect in reasonable detail, each
     transaction of the Trust. The books of account shall be maintained on the
     accrual method of accounting, in accordance with generally accepted
     accounting principles, consistently applied. The Trust shall use the
     accrual method of accounting for United States federal income tax purposes.
     The books of account and the records of the Trust shall be examined by and
     reported upon as of the end of each Fiscal Year of the Trust by a firm of
     independent certified public accountants selected by the Administrative
     Trustees.

          (b) The Administrative Trustees shall cause to be prepared and
     delivered to each of the Holders of Securities, within 90 days after the
     end of each Fiscal Year of the Trust, annual financial statements of the
     Trust, including a balance sheet of the Trust as of the end of such Fiscal
     Year, and the related statements of income or loss.

          (c) The Administrative Trustees shall cause to be duly prepared and
     delivered to each of the Holders of Securities, an annual United States
     federal income tax information statement, required by the Code, containing
     such information with regard to the Securities held by each Holder as is
     required by the Code and the Treasury Regulations. Notwithstanding any
     right under the Code to deliver any such statement at a later date, the
     Administrative Trustees shall endeavor to deliver all such statements
     within 30 days after the end of each Fiscal Year of the Trust.

          (d) The Administrative Trustees shall cause to be duly prepared and
     filed with the appropriate taxing authority, an annual United States
     federal income tax return, on a Form 1041 or such other form required by
     United States federal income tax law, and any other annual income tax
     returns required to be filed by the Administrative Trustees on behalf of
     the Trust with any state or local taxing authority.

     Section 10.3 Banking. The Trust shall maintain one or more bank accounts in
                  -------
the name and for the sole benefit of the Trust; provided, however, that all
payments of funds in respect of the Debentures held by the Property Trustee
shall be made directly to the Property Account and no other funds of the Trust
shall be deposited in the Property Account. The sole signatories for such
accounts shall be designated by the Administrative Trustees; provided, however,
that the Property Trustee shall designate the signatories for the Property
Account.

     Section 10.4 Withholding. The Trust and the Administrative Trustees shall
                  -----------
comply with all withholding requirements under United States federal, state and
local law. The Trust shall request, and the Holders shall provide to the Trust,
such forms or certificates as are

                                      55
<PAGE>

necessary to establish an exemption from withholding with respect to each
Holder, and any representations and forms as shall reasonably be requested by
the Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations. The Administrative Trustees shall file required forms
with applicable jurisdictions and, unless an exemption from withholding is
properly established by a Holder, shall remit amounts withheld with respect to
the Holder to applicable jurisdictions. To the extent that the Trust is required
to withhold and pay over any amounts to any authority with respect to
distributions or allocations to any Holder, the amount withheld shall be deemed
to be a distribution in the amount of the withholding to the Holder. In the
event of any claimed over withholding, Holders shall be limited to an action
against the applicable jurisdiction. If the amount required to be withheld was
not withheld from actual Distributions made, the Trust may reduce subsequent
Distributions by the amount of such withholding.

                                  ARTICLE 11
                            AMENDMENTS AND MEETINGS

     Section 11.1 Amendments.
                  ----------

          (a) Except as otherwise provided in this Trust Agreement or by any
     applicable terms of the Securities, this Trust Agreement may only be
     amended by a written instrument approved and executed by the Sponsor and
     (i) the Administrative Trustees (or, if there are more than two
     Administrative Trustees, a majority of the Administrative Trustees), (ii)
     the Property Trustee; and (iii) the Delaware Trustee if the amendment
     affects the rights, powers, duties, obligations or immunities of the
     Delaware Trustee.

          (b) No amendment shall be made, and any such purported amendment shall
     be void and ineffective:

               (i)  unless, the Property Trustee shall have first received:

                    (A) an Officers' Certificate from each of the Trust and the
               Sponsor that such amendment is permitted by, and conforms to, the
               terms of this Trust Agreement (including the terms of the
               Securities) and that all conditions precedent to the execution
               and delivery of such amendment have been satisfied; and

                    (B) an opinion of counsel (who may be counsel to the Sponsor
               or the Trust) that such amendment is permitted by, and conforms
               to, the terms of this Trust Agreement (including the terms of the
               Securities) and that all conditions precedent to the execution
               and delivery of such amendment have been satisfied; and

               (ii) to the extent the result of such amendment would be to:

                    (A) cause the Trust to be classified other than as a grantor
               trust for United States federal income tax purposes;

                                      56
<PAGE>

                    (B) reduce or otherwise adversely affect the powers of the
               Property Trustee in contravention of the Trust Indenture Act; or

                    (C) cause the Trust to be deemed to be an Investment Company
               required to be registered under the Investment Company Act.

          (c) If the Trust has issued any Securities that remain outstanding:

               (i)       any amendment that would (a) change the amount or
          timing of any distribution of the Securities or otherwise adversely
          affect the amount of any distribution required to be made in respect
          of the Securities as of a specified date or (b) restrict the right of
          a Holder of Securities to institute suit for the enforcement of any
          such payment on or after such date, will entitle the Holders of such
          Securities, voting together as a single class, to vote on such
          amendment or proposal and such amendment or proposal shall not be
          effective except with the approval of each of the Holders of the
          Securities affected thereby; and

               (ii)      any amendment that would (a) adversely affect the
          powers, preferences or rights of the Securities, whether by way of
          amendment to this Trust Agreement or otherwise or (b) result in the
          dissolution, winding-up or termination of the Trust other than
          pursuant to the terms of this Trust Agreement, will entitle the
          holders of the Trust Preferred Securities voting together as a single
          class to vote on such amendment or proposal and such amendment or
          proposal shall not be effective except with the approval of a Majority
          in Liquidation Amount of the Trust Preferred Securities affected
          thereby; provided that, if any amendment or proposal referred to in
          clause (a) above would adversely affect only the Trust Preferred
          Securities or the Common Securities, then only the affected class will
          be entitled to vote on such amendment or proposal and such amendment
          or proposal.

          (d) This Section 11.1 shall not be amended without the consent of all
     of the Holders of the Securities.

          (e) Article 4 shall not be amended without the consent of the Holders
     of a Majority in Liquidation Amount of the Common Securities.

          (f) The rights of the Holders of the Common Securities under Article 6
     to increase or decrease the number of, and appoint and remove Trustees
     shall not be amended without the consent of the Holders of a Majority in
     Liquidation Amount of the Common Securities.

          (g) Notwithstanding Section 11.1(c), this Trust Agreement may be
     amended without the consent of the Holders of the Securities, if such
     amendment does not adversely affect in any material respect the rights of
     the holders of the Securities, to:

               (i)  cure any ambiguity;

                                      57
<PAGE>

               (ii)      correct or supplement any provision in this Trust
          Agreement that may be defective or inconsistent with any other
          provision of this Trust Agreement or to make any other provisions with
          respect to matters or questions arising under this Trust Agreement
          that shall not be inconsistent with the other provisions of this Trust
          Agreement;

               (iii)     add to the covenants, restrictions or obligations of
          the Sponsor;

               (iv)      to conform to any change in Rule 3a-5 of the Investment
          Company Act or written change in interpretation or application of Rule
          3a-5 of the Investment Company Act by any legislative body, court,
          government agency or regulatory authority; or

               (v)       to modify, eliminate and add to any provision of this
          Trust Agreement to ensure that the Trust will be classified as a
          grantor trust for United States federal income tax purposes at all
          times that any Securities are outstanding or to ensure that the Trust
          will not be required to register as an Investment Company under the
          Investment Company Act.

          (h) Neither the Property Trustee nor the Delaware Trustee shall be
     required to sign any amendment that affects its rights, duties, obligations
     or immunities under this Trust Agreement or otherwise.

     Section 11.2  Meetings of the Holders of Securities; Action by Written
                   --------------------------------------------------------
                   Consent.
                   -------

          (a) Meetings of the Holders of any class of Securities may be called
     at any time by the Administrative Trustees (or as provided in the terms of
     the Securities) to consider and act on any matter on which Holders of such
     class of Securities are entitled to act under the terms of this Trust
     Agreement, the terms of the Securities or the rules of any stock exchange
     on which the Trust Preferred Securities are listed or admitted for trading.
     The Administrative Trustees shall call a meeting of the Holders of such
     class if directed to do so by the Holders of at least 10% in Liquidation
     Amount of such class of Securities. Such direction shall be given by
     delivering to the Administrative Trustees one or more calls in a writing
     stating that the signing Holders of Securities wish to call a meeting and
     indicating the general or specific purpose for which the meeting is to be
     called. Any Holders of Securities calling a meeting shall specify in
     writing the Certificates held by the Holders of Securities exercising the
     right to call a meeting and only those Securities specified shall be
     counted for purposes of determining whether the required percentage set
     forth in the second sentence of this paragraph has been met.

          (b) Except to the extent otherwise provided in the terms of the
     Securities, the following provisions shall apply to meetings of Holders of
     Securities:

               (i)  notice of any such meeting shall be given to all the Holders
          of Securities having a right to vote thereat at least 7 days and not
          more than 60 days before the date of such meeting. Whenever a vote,
          consent or approval of the Holders of Securities is permitted or
          required under this Trust Agreement or the rules of any stock exchange
          on which the Trust Preferred Securities are listed or

                                      58
<PAGE>

          admitted for trading, such vote, consent or approval may be given at a
          meeting of the Holders of Securities. Any action that may be taken at
          a meeting of the Holders of Securities may be taken without a meeting
          and without prior notice if a consent in writing setting forth the
          action so taken is signed by the Holders of Securities owning not less
          than the minimum amount of Securities in Liquidation Amount that would
          be necessary to authorize or take such action at a meeting at which
          all Holders of Securities having a right to vote thereon were present
          and voting. Prompt notice of the taking of action without a meeting
          shall be given to the Holders of Securities entitled to vote who have
          not consented in writing. The Administrative Trustees may specify that
          any written ballot submitted to the Security Holders for the purpose
          of taking any action without a meeting shall be returned to the Trust
          within the time specified by the Administrative Trustees;

               (ii)      each Holder of a Security may authorize any Person to
          act for it by proxy on all matters in which a Holder of Securities is
          entitled to participate, including waiving notice of any meeting, or
          voting or participating at a meeting. No proxy shall be valid after
          the expiration of 11 months from the date thereof unless otherwise
          provided in the proxy. Every proxy shall be revocable at the pleasure
          of the Holder of Securities executing such proxy. Except as otherwise
          provided herein, all matters relating to the giving, voting or
          validity of proxies shall be governed by the General Corporation Law
          of the State of Delaware relating to proxies, and judicial
          interpretations thereunder, as if the Trust were a Delaware
          corporation and the Holders of the Securities were stockholders of a
          Delaware corporation;

               (iii)     each meeting of the Holders of the Securities shall be
          conducted by the Administrative Trustees or by such other Person that
          the Administrative Trustees may designate; and

               (iv)      unless the Business Trust Act, this Trust Agreement,
          the terms of the Securities, the Trust Indenture Act or the listing
          rules of any stock exchange on which the Trust Preferred Securities
          are then listed for trading, otherwise provides, the Administrative
          Trustees, in their sole discretion, shall establish all other
          provisions relating to meetings of Holders of Securities, including
          notice of the time, place or purpose of any meeting at which any
          matter is to be voted on by any Holders of Securities, waiver of any
          such notice, action by consent without a meeting, the establishment of
          a record date, quorum requirements, voting in person or by proxy or
          any other matter with respect to the exercise of any such right to
          vote.

                                  ARTICLE 12
                      REPRESENTATIONS OF PROPERTY TRUSTEE
                             AND DELAWARE TRUSTEE

     Section 12.1 Representations and Warranties of the Property Trustee. The
                  ------------------------------------------------------
Trustee that acts as initial Property Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Trust Agreement, and each Successor
Property Trustee represents and warrants to the

                                      59
<PAGE>

Trust and the Sponsor at the time of the Successor Property Trustee's acceptance
of its appointment as Property Trustee that:

          (a) the Property Trustee is a banking corporation, validly existing
     and in good standing under the laws of the jurisdiction of its
     incorporation or organization, with trust power and authority to execute
     and deliver, and to carry out and perform its obligations under the terms
     of, this Trust Agreement;

          (b) the Property Trustee satisfies the requirements set forth in
     Section 6.3(a);

          (c) the execution, delivery and performance by the Property Trustee of
     this Trust Agreement has been duly authorized by all necessary corporate
     action on the part of the Property Trustee. This Trust Agreement has been
     duly executed and delivered by the Property Trustee, and it constitutes a
     legal, valid and binding obligation of the Property Trustee, enforceable
     against it in accordance with its terms, subject to applicable bankruptcy,
     reorganization, moratorium, insolvency and other similar laws affecting
     creditors' rights generally and to general principles of equity and the
     discretion of the court (regardless of whether the enforcement of such
     remedies is considered in a proceeding in equity or at law);

          (d) the execution, delivery and performance of this Trust Agreement by
     the Property Trustee does not conflict with or constitute a breach of the
     articles of association or incorporation, as the case may be, or the by-
     laws (or other similar organizational documents) of the Property Trustee;
     and

          (e) no consent, approval or authorization of, or registration with or
     notice to, any State (which term, in the case of the initial Property
     Trustee, shall mean the State of New York) or federal banking authority
     having jurisdiction over the trust powers of the Property Trustee is
     required for the execution, delivery or performance by the Property Trustee
     of this Trust Agreement.

     Section 12.2 Representations and Warranties of the Delaware Trustee. The
                  ------------------------------------------------------
Trustee that acts as initial Delaware Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Trust Agreement, and each Successor
Delaware Trustee represents and warrants to the Trust and the Sponsor at the
time of the Successor Delaware Trustee's acceptance of its appointment as
Delaware Trustee that:

          (a) the Delaware Trustee satisfies the requirements set forth in
     Section 6.2, satisfies Trust Section 3807 of the Business Trust Act and has
     the power and authority to execute and deliver, and to carry out and
     perform its obligations under the terms of, this Trust Agreement and, if it
     is not a natural person, is duly organized, validly existing and in good
     standing under the laws of its jurisdiction of incorporation or
     organization;

          (b) the Delaware Trustee has been authorized to perform its
     obligations under the Certificate of Trust and this Trust Agreement. This
     Trust Agreement under Delaware law constitutes a legal, valid and binding
     obligation of the Delaware Trustee, enforceable against it in accordance
     with its terms, subject to applicable bankruptcy, reorganization,
     moratorium, insolvency and other similar laws affecting creditors' rights
     generally and to

                                      60
<PAGE>

     general principles of equity and the discretion of the court (regardless of
     whether the enforcement of such remedies is considered in a proceeding in
     equity or at law); and

          (c) no consent, approval or authorization of, or registration with or
     notice to, the State of Delaware or federal banking authority is required
     for the execution, delivery or performance by the Delaware Trustee of this
     Trust Agreement

                                  ARTICLE 13
                                 MISCELLANEOUS

     Section 13.1 Notices. All notices provided for in this Trust Agreement
                  -------
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by registered or certified mail, as follows:

          (a) if given to the Trust, in care of the Administrative Trustees at
     the Trust's mailing address set forth below (or such other address as the
     Trust may give notice of to the Property Trustee, the Delaware Trustee and
     the Holders of the Securities):

                    c/o Dominion Resources, Inc.
                    120 Tredegar Street
                    Richmond, Virginia 23219

          (b) if given to the Delaware Trustee, at the mailing address set forth
     below (or such other address as the Delaware Trustee may give notice of to
     the Administrative Trustees, the Property Trustee and the Holders of the
     Securities):

                    Chase Manhattan Bank USA, National Association
                    1201 Market Street
                    Wilmington, Delaware  19801
                    Attention: Institutional Trust Services

          (c) if given to the Property Trustee, at its Corporate Trust Office
     (or such other address as the Property Trustee may give notice of to the
     Administrative Trustees, the Delaware Trustee and the Holders of the
     Securities).

          (d) if given to the Holder of the Common Securities, at the mailing
     address of the Sponsor set forth below (or such other address as the Holder
     of the Common Securities may give notice of to the Property Trustee, the
     Delaware Trustee and the Trust):

                    Dominion Resources, Inc.
                    120 Tredegar Street
                    Richmond, Virginia 23219

          (e) if given to any other Holder, at the address set forth on the
     Security Register.

     All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed or mailed by first class mail, postage
prepaid except that if a notice or other document is refused delivery or cannot
be delivered because of a changed address of which

                                      61
<PAGE>

no notice was given, such notice or other document shall be deemed to have been
delivered on the date of such refusal or inability to deliver.

     Section 13.2 Governing Law. This Trust Agreement and the rights of the
                  -------------
parties hereunder shall be governed by and interpreted in accordance with the
laws of the State of Delaware, provided that the immunities and standard of care
of the Property Trustee in connection with the administration of its trusts
hereunder shall be governed by and interpreted in accordance with the laws of
the jurisdiction of its incorporation.

     Section 13.3 Intention of the Parties. It is the intention of the parties
                  ------------------------
hereto that the Trust be classified for United States federal income tax
purposes as a grantor trust. The provisions of this Trust Agreement shall be
interpreted in a manner consistent with such classification.

     Section 13.4 Headings. Headings contained in this Trust Agreement are
                  --------
inserted for convenience of reference only and do not affect the interpretation
of this Trust Agreement or any provision hereof.

     Section 13.5 Successors and Assigns. Whenever in this Trust Agreement any
                  ----------------------
of the parties hereto is named or referred to, the successors and assigns of
such party shall be deemed to be included, and all covenants and agreements in
this Trust Agreement by the Sponsor and the Trustees shall bind and inure to the
benefit of their respective successors and assigns, whether so expressed.

     Section 13.6 Partial Enforceability. If any provision of this Trust
                  ----------------------
Agreement, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Trust Agreement, or the application
of such provision to persons or circumstances other than those to which it is
held invalid, shall not be affected thereby.

     Section 13.7 Counterparts. This Trust Agreement may contain more than one
                  ------------
counterpart of the signature page and this Trust Agreement may be executed by
the affixing of the signature of each of the Trustees and the Sponsor to one of
such counterpart signature pages. All of such counterpart signature pages shall
be read as though one, and they shall have the same force and effect as though
all of the signers had signed a single signature page.

 [THE REST OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY; THE SIGNATURE PAGE
                                   FOLLOWS.]

                                      62
<PAGE>

     IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.

                                   DOMINION RESOURCES, INC.,
                                   as Sponsor, as Common Securities Holder
                                   and as Debenture Issuer


                                   By:______________________________________
                                      Name:
                                      Title:


                                   THE CHASE MANHATTAN BANK,
                                   as Property Trustee


                                   By:______________________________________
                                      Name:
                                      Title:


                                   CHASE MANHATTAN BANK USA, NATIONAL
                                   ASSOCIATION, as Delaware Trustee


                                   By:______________________________________
                                      Name:
                                      Title:

                                   _________________________________________
                                   Name:  G. Scott Hetzer
                                   Title: Administrative Trustee


                                   _________________________________________
                                   Name:  James P. Carney
                                   Title: Administrative Trustee

                                      63
<PAGE>

                                   EXHIBIT A

     [IF THE TRUST PREFERRED SECURITY IS TO BE A GLOBAL TRUST PREFERRED
SECURITY, INSERT THE FOLLOWING: THIS TRUST PREFERRED SECURITY IS A GLOBAL TRUST
PREFERRED SECURITY WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS TRUST
PREFERRED SECURITY IS EXCHANGEABLE FOR TRUST PREFERRED SECURITIES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS
TRUST PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE 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) MAY BE REGISTERED EXCEPT
IN LIMITED CIRCUMSTANCES. UNLESS THIS TRUST PREFERRED SECURITY CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE DEBENTURE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
TRUST PREFERRED SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REGISTERED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

CERTIFICATE NO.___________                             NUMBER OF TRUST PREFERRED
                                                     SECURITIES: AS SET FORTH ON
                                                               SCHEDULE A HERETO

                                                      CUSIP NO._________________

            CERTIFICATE EVIDENCING 8.4% TRUST PREFERRED SECURITIES
                                      OF
                      DOMINION RESOURCES CAPITAL TRUST II

                        8.4% TRUST PREFERRED SECURITIES
             (LIQUIDATION AMOUNT $25 PER TRUST PREFERRED SECURITY)
                           FULLY AND UNCONDITIONALLY
                    GUARANTEED BY DOMINION RESOURCES, INC.

DOMINION RESOURCES CAPITAL TRUST II, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that
______________ (the "Holder") is the registered owner of the number of Trust
Preferred Securities of the Trust set forth on Schedule A hereto representing
undivided beneficial ownership interests in the assets of the Trust designated
the "8.4% Trust Preferred Securities" (Liquidation Amount $25 per Trust

                                      A-1
<PAGE>

Preferred Security) (the "Trust Preferred Securities"). The Trust Preferred
Securities are transferable on the register of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in the Trust Agreement (as defined below).
The designation, rights, privileges, restrictions, preferences and other terms
and provisions of the Trust Preferred Securities represented hereby are issued
and shall in all respects be subject to the provisions of the Amended and
Restated Trust Agreement of Dominion Resources Capital Trust II, dated as of
January 1, 2001, as the same may be amended from time to time (the "Trust
Agreement"), by and among DOMINION RESOURCES, INC., as Sponsor, G. Scott Hetzer
and James P. Carney, as Administrative Trustees, The Chase Manhattan Bank, as
Property Trustee, Chase Manhattan Bank USA, National Association, as Delaware
Trustee and the Holders. Capitalized terms used herein but not defined shall
have the meaning given them in the Trust Agreement. The Holder is entitled to
the benefits of the Guarantee to the extent described therein. The Sponsor will
provide a copy of the Trust Agreement, the Guarantee and the Indenture to a
Holder without charge upon written request to the Sponsor at its principal place
of business. Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder. By acceptance, the Holder
agrees to treat, for United States federal income tax purposes, the Debentures
as indebtedness and the Trust Preferred Securities as evidence of undivided
indirect beneficial ownership interests in the Debentures.

     IN WITNESS WHEREOF, the Trust has executed this certificate this ______ day
of __________________, _____.

                                   DOMINION RESOURCES CAPITAL TRUST II


                                   By_____________________________________
                                   Name:
                                   Title: Administrative Trustee

                         CERTIFICATE OF AUTHENTICATION

     This is one of the Trust Preferred Securities referred to in the within-
mentioned Trust Agreement.

                                   THE CHASE MANHATTAN BANK,
                                   as Property Trustee


                                   By_____________________________________
                                     Authorized Officer

                                      A-2
<PAGE>

                                                                      SCHEDULE A

                            SCHEDULE OF ADJUSTMENTS

     The initial number of Trust Preferred Securities evidenced by the
Certificate to which this Schedule is attached is ___________________. The
notations on the following table evidence increases in the number of Trust
Preferred Securities evidenced by such Certificate.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
                                           Total Number of Trust
                   Increase in Number of   Preferred Securities
                      Trust Preferred        Outstanding After     Notation by
  Closing Date          Securities               Increase         Property Trustee
-------------------------------------------------------------------------------------
<S>                <C>                     <C>                    <C>
-------------------------------------------------------------------------------------
</TABLE>

                                      A-3
<PAGE>

                                   EXHIBIT B

                TRANSFER OF THIS CERTIFICATE IS SUBJECT TO THE
                  CONDITIONS SET FORTH IN THE TRUST AGREEMENT
                              REFERRED TO BELOW.

CERTIFICATE NO.______                            NUMBER OF COMMON SECURITIES: AS
                                                  SET FORTH ON SCHEDULE A HERETO

                 CERTIFICATE EVIDENCING 8.4% COMMON SECURITIES
                                      OF
                      DOMINION RESOURCES CAPITAL TRUST II

                            8.4% COMMON SECURITIES
                 (LIQUIDATION AMOUNT $25 PER COMMON SECURITY)

     DOMINION RESOURCES CAPITAL TRUST II, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
DOMINION RESOURCES, INC. (the "Holder") is the registered owner of the number of
common securities of the Trust set forth on Schedule A hereto representing an
undivided beneficial ownership interest in the assets of the Trust designated
the "8.4% Common Securities" (Liquidation Amount $25 per Common Security) (the
"Common Securities"). The Common Securities are not transferable and any
attempted transfer thereof shall be void except as permitted by applicable law
and by Section 7.9(b)(ii) of the Trust Agreement (as defined below). The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities represented hereby are issued and shall in
all respects be subject to the provisions of the Amended and Restated Trust
Agreement of Dominion Resources Capital Trust II, dated as of January 1, 2001
(as the same may be amended from time to time, the "Trust Agreement"), by and
among DOMINION RESOURCES, INC., as Sponsor, G. Scott Hetzer and James P. Carney,
as Administrative Trustees, The Chase Manhattan Bank, as Property Trustee, Chase
Manhattan Bank USA, National Association, as Delaware Trustee, and the Holders.
The Holder is entitled to the benefits of the Guarantee to the extent described
therein. Capitalized terms used herein but not defined shall have the meaning
given them in the Trust Agreement. The Sponsor will provide a copy of the Trust
Agreement, the Guarantee and the Indenture to the Holder without charge upon
written request to the Sponsor at its principal place of business. Upon receipt
of this certificate, the Holder is bound by the Trust Agreement and is entitled
to the benefits thereunder. By acceptance, the Holder agrees to treat, for
United States federal income tax purposes, the Debentures as indebtedness and
the Common Securities as evidence of an undivided indirect beneficial ownership
interest in the Debentures.

                                      B-1
<PAGE>

     IN WITNESS WHEREOF, the Trust has executed this certificate this ____ day
of ___________, _______.

                                   DOMINION RESOURCES CAPITAL TRUST II


                                   By:____________________________________
                                   Name:
                                   Title:  Administrative Trustee

                                      B-2
<PAGE>

                                                                      SCHEDULE A

                            SCHEDULE OF ADJUSTMENTS

     The initial number of Common Securities evidenced by the Certificate to
which this Schedule is attached is ___________________.  The notations on the
following table evidence increases in the number of Common Securities evidenced
by such Certificate.


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
                                           Total Number of Trust
                   Increase in Number of   Preferred Securities
                      Trust Preferred        Outstanding After     Notation by
  Closing Date          Securities               Increase         Property Trustee
-------------------------------------------------------------------------------------
<S>                <C>                     <C>                    <C>
-------------------------------------------------------------------------------------
</TABLE>

                                      B-3