<PAGE>

                                                                     EXHIBIT 4.6

                         SECOND SUPPLEMENTAL INDENTURE

                                    BETWEEN

                           DOMINION RESOURCES, INC.

                                      AND

                           THE CHASE MANHATTAN BANK

                          DATED AS OF JANUARY 1, 2001

                     8.4% JUNIOR SUBORDINATED DEBENTURES,

                             DUE JANUARY 15, 2031
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                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                   <C>
ARTICLE I DEFINITIONS............................................................................................      2
   1.1    Definition of Terms....................................................................................      2

ARTICLE II GENERAL TERMS AND CONDITIONS OF THE JUNIOR SUBORDINATED DEBENTURES....................................      5
   2.1    Designation and Principal Amount.......................................................................      5
   2.2    Stated Maturity........................................................................................      6
   2.3    Form and Payment; Minimum Transfer Restriction.........................................................      6
   2.4    Exchange and Registration of Transfer of Junior Subordinated Debentures; Restrictions on Transfers;
   Depositary....................................................................................................      6
   2.5    Interest...............................................................................................      8
   2.6    Direct Action..........................................................................................      8

ARTICLE III REDEMPTION OF THE JUNIOR SUBORDINATED DEBENTURES.....................................................      9
   3.1    Tax Event or Investment Company Event Redemption.......................................................      9
   3.2    Optional Redemption by Company.........................................................................      9
   3.3    Notice of Redemption...................................................................................      9

ARTICLE IV EXTENSION OF INTEREST PAYMENT PERIOD..................................................................      9
   4.1    Extension of Interest Payment Period...................................................................      9
   4.2    Notice of Extension....................................................................................     10

ARTICLE V EXPENSES...............................................................................................     11
   5.1    Payment of Expenses....................................................................................     11
   5.2    Payment Upon Resignation or Removal....................................................................     11

ARTICLE VI FORM OF JUNIOR SUBORDINATED DEBENTURE.................................................................     12
   6.1    Form of Junior Subordinated Debenture..................................................................     12

ARTICLE VII ORIGINAL ISSUE OF JUNIOR SUBORDINATED DEBENTURES.....................................................     12
   7.1    Original Issue of Junior Subordinated Debentures.......................................................     12

ARTICLE VIII MISCELLANEOUS.......................................................................................     12
   8.1    Ratification of Indenture; Second Supplemental Indenture Controls......................................     12
   8.2    Trustee Not Responsible for Recitals...................................................................     12
   8.3    Governing Law..........................................................................................     13
   8.4    Separability...........................................................................................     13
   8.5    Counterparts...........................................................................................     13
</TABLE>

                                      ii
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EXHIBIT A.................................................................   1

                                      iii
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                         SECOND SUPPLEMENTAL INDENTURE


     THIS SECOND SUPPLEMENTAL INDENTURE, dated as of January 1, 2001 (the
"Second Supplemental Indenture"), is between DOMINION RESOURCES, INC., a
Virginia corporation (the "Company"), and THE CHASE MANHATTAN BANK, as trustee
(the "Trustee") under the Indenture, dated as of December 1, 1997, between the
Company and the Trustee (the "Base Indenture" and, together with the First
Supplemental Indenture, dated as of December 1, 1997, and this Second
Supplemental Indenture, the "Indenture").

     WHEREAS, the Company executed and delivered the Base Indenture to the
Trustee to provide for the future issuance of the Company's unsecured junior
subordinated debentures (the "Debentures") to be issued from time to time in one
or more series as might be determined by the Company under the Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered as
provided in the Base Indenture;

     WHEREAS, pursuant to the terms of the Base Indenture, the Company desires
to provide for the establishment of a series of its Debentures, to be known as
its 8.4% Junior Subordinated Debentures due January 15, 2031 (the "Junior
Subordinated Debentures"), the form and substance of such Junior Subordinated
Debentures and the terms, provisions and conditions thereof to be set forth as
provided in the Base Indenture and this Second Supplemental Indenture;

     WHEREAS, the Company desires that this series of Junior Subordinated
Debentures be originally issued on January 12, 2001 pursuant to the Indenture
and sold pursuant to the Underwriting Agreement (as defined below);

     WHEREAS, Dominion Resources Capital Trust III, a Delaware statutory
business trust (the "Trust"), has offered to the purchasers (the "Underwriters")
named in Schedule I to the Underwriting Agreement, dated January 9, 2001 (the
"Underwriting Agreement"), among the Underwriters, the Trust and the Company
$250,000,000 aggregate liquidation amount of its 8.4% Capital Securities (the
"Capital Securities"), representing undivided beneficial interests in the assets
of the Trust and proposes to invest the proceeds from the sale of the Capital
Securities, together with the proceeds of the sale by the Trust to the Company
of $7,732,000 aggregate liquidation amount of its Common Securities, in
$257,732,000 aggregate principal amount of the Junior Subordinated Debentures;
and

     WHEREAS, the Company has requested that the Trustee execute and deliver
this Second Supplemental Indenture and all requirements necessary to make this
Second Supplemental Indenture a valid instrument in accordance with its terms,
and to make the Junior Subordinated Debentures, when executed by the Company and
authenticated and delivered by the Trustee, the valid obligations of the
Company, have been performed, and the execution and delivery of this Second
Supplemental Indenture has been duly authorized in all respects;

     NOW, THEREFORE, in consideration of the purchase and acceptance of the
Junior Subordinated Debentures by the Trust, and for the purpose of setting
forth, as provided in the Base Indenture, the form and substance of the Junior
Subordinated Debentures and the terms,
<PAGE>

provisions and conditions thereof, the Company covenants and agrees with the
Trustee as follows:

                                   ARTICLE I
                                  DEFINITIONS

     1.1  Definition of Terms.

For all purposes of this Second Supplemental Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

          (a) the terms not otherwise defined herein which are defined in the
Base Indenture have the same meanings when used in this Second Supplemental
Indenture;

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

          (c) all other terms used herein which are defined in the Trust
Indenture Act of 1939, as amended, whether directly or by reference therein,
have the meanings assigned to them therein;

          (d) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States of America, and, except as otherwise herein
expressly provided, the term "generally accepted accounting principles" with
respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted in the United States of America
at the date of such computation; provided, that when two or more principles are
so generally accepted, it shall mean that set of principles consistent with
those in use by the Company;

          (e) a reference to a Section or Article is to a Section or Article of
this Second Supplemental Indenture unless otherwise stated;

          (f) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Second Supplemental Indenture as a whole and not to
any particular Article, Section or other subdivision;

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

          (h) the term "Capital Securities" as used herein means "Preferred
Securities" as such term is used in the Base Indenture; and

          (i) the following terms have the meanings given to them in the Trust
Agreement: (i) Administrative Trustee, (ii) Business Day, (iii) Closing Date,
(iv) Delaware Trustee, (v) Distributions, (vi) Property Trustee, and
(vii) Common Security.

          "Additional Interest" has the meaning specified in Section 2.5.

                                       2
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          "Capital Securities" has the meaning specified in the fourth recital
to this Second Supplemental Indenture.

          "Comparable Treasury Issue" means, with respect to any redemption
date, the United States Treasury security selected by the Quotation Agent as
having a maturity comparable to the time period from the redemption date to
January 15, 2031 that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to such time period. If no United States
Treasury security has a maturity which is within a period from three months
before to three months after January 15, 2031, the two most closely
corresponding United States Treasury securities shall be used as the Comparable
Treasury Issue, and the Treasury Rate shall be interpolated or extrapolated on a
straight-line basis, rounding to the nearest month using such securities.

          "Comparable Treasury Price" means, with respect to any redemption
date, (A) the average of up to five Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such Quotations.

          "Coupon Rate" has the meaning specified in Section 2.5(a).

          "Debentures" has the meaning specified in the first recital to this
Second Supplemental Indenture.

          "Definitive Debenture Certificates" means Debentures issued in
definitive, fully registered form.

          "Extension Period" has the meaning specified in Section 4.1.

          "Global Debenture" has the meaning specified in Section 2.4(a).

          "Interest Payment Date" has the meaning specified in Section 2.5.

          "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 1940 Act, which Change in 1940 Act Law becomes
effective on or after the initial Closing Date.

          "Junior Subordinated Debentures" has the meaning specified in the
second recital to this Second Supplemental Indenture.

          "Liquidation Amount" means the stated amount of $1,000 per Capital
Security.

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          "Optional Redemption Make-Whole Amount" means an amount equal to the
greater of (i) 100% of the principal amount of the Junior Subordinated
Debentures or (ii) as determined by a Quotation Agent as of the redemption date,
the sum of the present value of the scheduled payments of principal and interest
on the Junior Subordinated Debentures from the redemption date to January 15,
2031 discounted to the redemption date on a semi-annual basis (assuming a 360-
day year consisting of twelve 30-day months) at a discount rate equal to the
Treasury Rate plus 50 basis points.

          "Quotation Agent" means either Merrill Lynch, Pierce, Fenner & Smith
Incorporated or Morgan Stanley & Co. Incorporated and their respective
successors as selected by the Company; provided, however, that if both of the
foregoing shall cease to be a primary United States Government securities dealer
in New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer.

          "Record Date" has the meaning specified in Section 2.5(a).

          "Reference Treasury Dealer" means (i) both Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated and their
respective successors; provided, however, that if either of the foregoing shall
cease to be a Primary Treasury Dealer, the Company shall substitute therefor
another Primary Treasury Dealer; and (ii) up to three other Primary Treasury
Dealers selected by the Trustee after consultation with the Company.

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

          "Special Event Redemption Make-Whole Amount" means an amount equal to
the greater of (i) 100% of the principal amount of the Junior Subordinated
Debentures or (ii) as determined by a Quotation Agent as of the redemption date,
the sum of the present value of scheduled payments of principal and interest on
the Junior Subordinated Debentures from the redemption date to January 15, 2031,
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at a discount rate equal to (a) the
Treasury Rate plus 225 basis points before January 15, 2002, and (b) the
Treasury Rate plus 50 basis points if on or after such date.

          "Special Event Redemption Price" has the meaning specified in Section
3.1.

          "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

                                       4
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days of the date of such opinion, subject to the United States federal income
tax with respect to income received or accrued on the Junior Subordinated
Debentures, (ii) interest payable to the Trust by the Company on the Junior
Subordinated Debentures is not, or within 90 days of the date of such opinion
will not be, deductible, in whole or in part, by the Company 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.

          "Treasury Rate" means (i) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Federal Reserve and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the time period from the redemption date to January
15, 2031, (if no maturity is within three months before or after such time
period, yields for the two published maturities most closely corresponding to
such time period shall be determined and the Treasury Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding to the
nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date. The Treasury
Rate shall be calculated on the third Business Day preceding the redemption
date.

          "Trust" has the meaning specified in the fourth recital to this Second
Supplemental Indenture.

          "Trust Agreement" means the Amended and Restated Trust Agreement of
Dominion Resources Capital Trust III dated as of January 1, 2001 among the
Company, as Sponsor, The Chase Manhattan Bank, as Property Trustee, Chase
Manhattan Bank USA, National Association, as Delaware Trustee, the
Administrative Trustees named therein and the holders, from time to time, of
undivided beneficial interests in the assets of the Trust.

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

          "Underwriters" has the meaning specified in the fourth recital to this
Second Supplemental Indenture.

          "Underwriting Agreement" has the meaning specified in the fourth
recital to this Second Supplemental Indenture.

                                  ARTICLE II
      GENERAL TERMS AND CONDITIONS OF THE JUNIOR SUBORDINATED DEBENTURES

     2.1  Designation and Principal Amount.

There is hereby authorized one series of Debentures, to be designated the "8.4%
Junior Subordinated Debentures due January 15, 2031," in the initial aggregate
principal amount of $257,732,000, which amount shall be as set forth in

                                       5
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any written orders of the Company for the authentication and delivery of Junior
Subordinated Debentures pursuant to Section 2.1 of the Base Indenture and
Section 7.1 hereof. Additional Junior Subordinated Debentures without limitation
as to amount, and without the consent of the holders of the then Outstanding
Junior Subordinated Debentures, may also be authenticated and delivered in the
manner provided in Section 2.1 of the Base Indenture. Any such additional Junior
Subordinated Debentures will have the same Stated Maturity and other terms as
those initially issued.

     2.2  Stated Maturity.  The Stated Maturity of the Junior Subordinated
Debentures is January 15, 2031, which may not be shortened or extended.

     2.3  Form and Payment; Minimum Transfer Restriction.

          (a) The Junior Subordinated Debentures shall be issued to the Property
Trustee in fully registered definitive form without coupons in minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof.
Principal and interest on the Junior Subordinated Debentures issued in
definitive form will be payable, the transfer of such Junior Subordinated
Debentures will be registrable and such Junior Subordinated Debentures will be
exchangeable for Junior Subordinated Debentures bearing identical terms and
provisions at the principal office of the Trustee; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the registered holder at such address as shall appear in the Register.
Notwithstanding the foregoing, so long as the registered holder of any Junior
Subordinated Debentures is the Property Trustee, the payment of the principal of
and interest (including Additional Interest and Additional Tax Sums, if any) on
such Junior Subordinated Debentures held by the Property Trustee will be made at
such place, or by wire transfer of immediately available funds to such account,
as may be designated by the Property Trustee.  The Register for the Junior
Subordinated Debentures shall be kept at the principal office of the Trustee and
the Trustee is hereby appointed registrar for the Junior Subordinated
Debentures.

          (b) The Junior Subordinated Debentures may be transferred or exchanged
only in minimum denominations of $1,000 and integral multiples of $1,000 in
excess thereof, and any attempted transfer, sale or other disposition of Junior
Subordinated Debentures in a denomination of less than $1,000 shall be deemed to
be void and of no legal effect whatsoever.  Any such transferee shall be deemed
not to be the holder of such Junior Subordinated Debentures for any purpose,
including but not limited to the receipt of payments in respect of such Junior
Subordinated Debentures and such transferee shall be deemed to have no interest
whatsoever in such Junior Subordinated Debentures.

     2.4  Exchange and Registration of Transfer of Junior Subordinated
Debentures; Restrictions on Transfers; Depositary. If distributed to holders of
Capital Securities pursuant to Section 8.2 of the Trust Agreement, the Junior
Subordinated Debentures will be issued to such holders in the same form as the
Capital Securities that such Junior Subordinated Debentures replace in
accordance with the following procedures:

          (a) So long as Junior Subordinated Debentures are eligible for book-
entry settlement with the Depositary, or unless required by law, all Junior
Subordinated Debentures that are so eligible will be represented by one or more
Junior Subordinated Debentures in global

                                       6
<PAGE>

form (a "Global Debenture") registered in the name of the Depositary or the
nominee of the Depositary. Except as provided in Section 2.4(c) below,
beneficial owners of a Global Debenture shall not be entitled to have Definitive
Debenture Certificates registered in their names, will not receive or be
entitled to receive physical delivery of Definitive Debenture Certificates and
will not be registered holders of such Global Debentures.

          (b) The transfer and exchange of beneficial interests in Global
Debentures shall be effected through the Depositary in accordance with the
Indenture and the procedures and standing instructions of the Depositary and the
Trustee shall make appropriate endorsements to reflect increases or decreases in
principal amounts of such Global Debentures.

          (c) Notwithstanding any other provisions of the Indenture (other than
the provisions set forth in this Section 2.4(c)), a Global Debenture may not be
exchanged in whole or in part for Junior Subordinated Debentures registered, and
no transfer of a Global Debenture may be registered, in the name of any person
other than the Depositary or a nominee thereof unless (i) such Depositary (A)
has notified the Company that it is unwilling or unable to continue as
Depositary for such Global Debenture or (B) has ceased to be a clearing agency
registered as such under the Exchange Act and no successor Depositary has been
appointed by the Company within 90 days after its receipt of such notice or its
becoming aware of such ineligibility, (ii) there shall have occurred and be
continuing an Event of Default, or any event which after notice or lapse of time
or both would be an Event of Default under the Indenture, with respect to such
Debenture, or (iii) the Company, in its sole discretion, instructs the Trustee
to exchange such Global Debenture for a Junior Subordinated Debenture that is
not a Global Debenture (in which case such exchange shall be effected by the
Trustee).

          The Depositary shall be a clearing agency registered under the
Exchange Act.  The Company initially appoints The Depository Trust Company to
act as Depositary with respect to the Global Debentures.  Initially, any Global
Debentures shall be registered in the name of Cede & Co., as the nominee of the
Depositary, and deposited with the Trustee as custodian for Cede & Co.

          Definitive Junior Subordinated Debentures issued in exchange for all
or a part of a Global Debenture pursuant to this Section 2.4(c) shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee.  Upon execution and authentication, the Trustee
shall deliver such definitive Junior Subordinated Debentures to the person in
whose names such definitive Junior Subordinated Debentures are so registered.

          So long as Junior Subordinated Debentures are represented by one or
more Global Debentures, (i) the registrar for the Junior Subordinated Debentures
and the Trustee shall be entitled to deal with the clearing agency for all
purposes of the Indenture relating to such Global Debentures as the sole holder
of the Junior Subordinated Debentures evidenced by such Global Debentures and
shall have no obligations to the holders of beneficial interests in such Global
Debentures; and (ii) the rights of the holders of beneficial interests in such
Global Debentures shall be exercised only through the clearing agency and shall
be limited to those established by law and agreements between such holders and
the clearing agency and/or the participants in the clearing agency.

                                       7
<PAGE>

          At such time as all interests in a Global Debenture have been paid,
redeemed, exchanged, repurchased or canceled, such Global Debenture shall be,
upon receipt thereof, canceled by the Trustee in accordance with standing
procedures and instructions of the Depositary. At any time prior to such
cancellation, if any interest in a Global Debenture is exchanged for definitive
Junior Subordinated Debentures, redeemed by the Company pursuant to Article 3 or
canceled, or transferred for part of a Global Debenture, the principal amount of
such Global Debenture shall, in accordance with the standing procedures and
instructions of the Depositary be reduced or increased, as the case may be, and
an endorsement shall be made on such Global Debenture by, or at the direction
of, the Trustee to reflect such reduction or increase.

     2.5  Interest.

          (a) Each Junior Subordinated Debenture will bear interest at the rate
of 8.4% per annum (the "Coupon Rate") from January 12, 2001 until the principal
thereof becomes due and payable, and will bear interest on any overdue principal
at the Coupon Rate and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
Coupon Rate ("Additional Interest"), compounded semi-annually, payable (subject
to the provisions of Article 4) semi-annually in arrears on the 15th day of
January and July of each year (each, an "Interest Payment Date"), commencing on
July 15, 2001 to the Person in whose name such Junior Subordinated Debenture is
registered, subject to certain exceptions, at the close of business on the
Record Date next preceding such Interest Payment Date.  The "Record Date" for
payment of interest will be the Business Day next preceding the Interest Payment
Date, unless such Junior Subordinated Debenture is registered to a holder other
than the Property Trustee or a nominee of the Depositary, in which case the
Record Date for payment of interest will be the fifteenth calendar day preceding
the applicable Interest Payment Date, whether or not a Business Day. Until
liquidation, if any, of the Trust, each Junior Subordinated Debenture will be
held in the name of the Property Trustee in trust for the benefit of the holders
of the Trust Securities.

          (b) The amount of interest payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months.  In the event that any date
on which interest is payable on the Junior Subordinated Debentures is not a
Business Day, then payment of interest payable on such date will be made on the
next succeeding day which 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 next
preceding day which is a Business Day, in each case with the same force and
effect as if made on the date such payment was originally payable.

          (c) The Company will also pay any Additional Tax Sums as additional
distributions on the Junior Subordinated Debentures if the Trust is required to
pay any additional taxes, duties or other governmental charges as a result of a
Tax Event.

     2.6  Direct Action.  In addition to any right of Direct Action granted
under Section 6.5 of the Trust Agreement to the holders of Capital Securities,
if the Property Trustee fails to enforce its rights under the Trust Agreement or
the Indenture to the fullest extent permitted by law and subject to the terms of
the Trust Agreement and the Indenture, then a holder of Capital Securities may
directly institute a proceeding against the Company to enforce

                                       8
<PAGE>

the Property Trustee's rights under the Trust Agreement or the Indenture without
first instituting a legal proceeding against the Property Trustee or any other
person.

                                  ARTICLE III
               REDEMPTION OF THE JUNIOR SUBORDINATED DEBENTURES

     3.1  Tax Event or Investment Company Event Redemption.

If a Tax Event or Investment Company Event (either a "Special Event") shall
occur and be continuing, the Company may redeem the Junior Subordinated
Debentures at any time within 90 days after the occurrence of that Special
Event, in whole but not in part, at a redemption price (the "Special Event
Redemption Price") equal to the Special Event Make-Whole Amount plus accrued and
unpaid interest thereon to but excluding the redemption date.  The Special Event
Redemption Price shall be paid prior to 2:00 p.m., New York City time, on the
date of such redemption, provided that the Company shall deposit with the
Trustee an amount sufficient to pay the Special Event Redemption Price by 11:00
a.m., New York City time, on the date such Special Event Redemption Price is to
be paid.

     3.2  Optional Redemption by Company.  The Company shall have the option to
redeem the Junior Subordinated Debentures at any time, in whole but not in part,
at a redemption price (the "Optional Redemption Price") equal to the Optional
Redemption Make-Whole Amount plus accrued and unpaid interest thereon to but
excluding the redemption date.  The Optional Redemption Price shall be paid
prior to 2:00 p.m., New York City time, on the date of such redemption, provided
that the Company shall deposit with the Trustee an amount sufficient to pay the
Optional Redemption Price by 11:00 a.m., New York City time, on the date such
Optional Redemption Price is to be paid.

     3.3  Notice of Redemption.  Subject to Article Three of the Base Indenture,
notice of any redemption pursuant to this Article Three will be mailed at least
20 days but not more than 60 days before the redemption date to each holder of
Junior Subordinated Debentures to be redeemed at such holder's registered
address.  Unless the Company defaults in payment of the applicable redemption
price, on and after the redemption date interest shall cease to accrue on such
Junior Subordinated Debentures called for redemption. The Company will notify
the Trustee of the amount of the redemption price promptly after the calculation
thereof and the Trustee will not be responsible for such calculation.

                                  ARTICLE IV
                     EXTENSION OF INTEREST PAYMENT PERIOD

     4.1  Extension of Interest Payment Period.

So long as no Event of Default under Section 6.1 of the Base Indenture has
occurred and is continuing, the Company shall have the right, subject to the
provisions of Section 2.10 of the Base Indenture, at any time during the term of
the Junior Subordinated Debentures, from time to time to defer the payment of
interest by extending the interest payment period of such Junior Subordinated
Debentures for a period not exceeding 10 consecutive semi-annual periods (an
"Extension Period"), during which Extension Period the Company shall not have
the right to make partial payments of interest.  No Extension Period shall end
on a date other than an Interest Payment Date or extend beyond the Stated

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Maturity of the Junior Subordinated Debentures.  To the extent permitted by
applicable law, interest, the payment of which has been deferred because of an
Extension Period imposed pursuant to this Section 4.1, will bear Additional
Interest compounded semi-annually.  At the end of the Extension Period, the
Company shall pay all interest then accrued and unpaid on the Junior
Subordinated Debentures, including any Additional Interest and Additional Tax
Sums, if applicable, to the holders of the Junior Subordinated Debentures in
whose names the Junior Subordinated Debentures are registered in the Register on
the first Record Date preceding the end of the Extension Period. Before the
termination of any Extension Period, the Company may further extend such
Extension Period, provided that such period together with all such further
extensions thereof shall not exceed 10 consecutive semi-annual periods, or
extend beyond the Stated Maturity. At any time following the termination of any
Extension Period and upon the payment of any accrued and unpaid Additional
Interest and Additional Tax Sums, if applicable, then due, the Company may elect
to begin a new Extension Period, subject to the foregoing requirements. No
interest shall be due and payable during an Extension Period, except at the end
thereof.

          During any such Extension Period, the Company shall not (i) declare or
pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's Capital Stock or (ii)
make any payment of principal of or interest on or repay, repurchase or redeem
any debt securities of the Company that rank on a parity with or junior to this
Debenture or make any guarantee payments with respect to any DRI Guarantee or
other guarantee by the Company of the debt securities of any Subsidiary of the
Company that by its terms ranks on a parity with or junior to this Debenture
(other than (a) dividends or distributions in Common Stock, (b) any declaration
of a dividend in connection with the implementation of a Rights Plan, the
issuance of any Capital Stock or any class or series of preferred stock of the
Company under any Rights Plan or the redemption or repurchase of any rights
distributed pursuant to a Rights Plan, (c) payments under any DRI Guarantee
relating to the Capital Securities issued by the DRI Trust holding the Junior
Subordinated Debentures, and (d) purchases of Common Stock related to the
issuance of Common Stock or rights under any of the Company's benefit plans for
its directors, officers, employees, consultants or advisors).

     4.2  Notice of Extension.

          (a) If the Property Trustee is the only registered holder of the
Junior Subordinated Debentures at the time the Company elects to begin or extend
an Extension Period, the Company shall give written notice to the Property
Trustee, the Administrative Trustees and the Trustee of its election to begin or
extend any Extension Period at least five Business Days prior to the earlier of
(i) the next succeeding date on which Distributions on the Capital Securities
issued by the Trust would have been payable but for the election to begin or
extend such Extension Period or (ii) subject to applicable principles of federal
securities law, the date the Administrative Trustees are required to give notice
to any securities exchange or other applicable self-regulatory organization or
to holders of such Capital Securities of the record date or the date such
Distributions are payable, but in any event not less than five Business Days
prior to such record date. An Administrative Trustee shall give notice of the
Company's election to begin or extend an Extension Period to the holders of such
Capital Securities.

                                      10
<PAGE>

          (b) If the Property Trustee is not the only holder of the Junior
Subordinated Debentures at the time the Company elects to begin or extend an
Extension Period, the Company shall give the holders of the Junior Subordinated
Debentures, the Administrative Trustees and the Trustee written notice of its
election to begin or extend such Extension Period at least 10 Business Days
prior to the earlier of (i) the next succeeding Interest Payment Date or (ii)
subject to applicable principles of federal securities law, the date the Company
is required to give notice of the record or payment date of such interest
payment to any applicable self-regulatory organization or to holders of the
Junior Subordinated Debentures.

          (c) The semi-annual period in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 4.2 shall be counted as one of the 10
consecutive semi-annual periods permitted in the maximum Extension Period
permitted under Section 4.1.

                                   ARTICLE V
                                   EXPENSES

     5.1  Payment of Expenses. In connection with the offering, sale and
issuance of the Junior Subordinated Debentures to the Property Trustee and in
connection with the offering, sale and issuance of the Trust Securities by the
Trust, the Company, in its capacity as borrower with respect to the Junior
Subordinated Debentures, shall:

          (a) pay all costs and expenses relating to the offering, sale and
issuance of the Junior Subordinated Debentures and the Trust Securities,
including commissions to the Underwriters payable pursuant to the Underwriting
Agreement and compensation of the Trustee under the Indenture in accordance with
the provisions of Section 7.6 of the Base Indenture;

          (b) pay all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization of the Trust, the
fees and expenses of the Property Trustee and the Delaware Trustee, the costs
and expenses relating to the operation of the Trust, including without
limitation, costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses and
costs and expenses incurred in connection with the acquisition, financing, and
disposition of Trust assets);

          (c) pay all costs and expenses related to the enforcement by the
Property Trustee of the rights of the registered holders of the Capital
Securities;

          (d) be primarily liable for any indemnification obligations arising
with respect to the Trust Agreement and the Underwriting Agreement; and

          (e) pay any and all taxes and all liabilities, costs and expenses with
respect to such taxes of the Trust (but not including withholding taxes imposed
on holders of Capital Securities or Common Securities of the Trust).

     5.2  Payment Upon Resignation or Removal.  Upon termination of this Second
Supplemental Indenture or the Base Indenture or the removal or resignation of
the Trustee

                                      11
<PAGE>

pursuant to Section 7.10 of the Base Indenture, the Company shall pay to the
Trustee all amounts owed to it under Section 7.6 of the Base Indenture accrued
to the date of such termination, removal or resignation. Upon termination of the
Trust Agreement or the removal or resignation of the Delaware Trustee or the
Property Trustee, as the case may be, pursuant to Section 6.6 of the Trust
Agreement, the Company shall pay to the Delaware Trustee or the Property
Trustee, as the case may be, and their respective counsel, all amounts owed to
them under Section 4.2 of the Trust Agreement accrued to the date of such
termination, removal or resignation.

                                  ARTICLE VI
                     FORM OF JUNIOR SUBORDINATED DEBENTURE

     6.1  Form of Junior Subordinated Debenture. The Junior Subordinated
Debentures and the Trustee's Certificate of Authentication to be endorsed
thereon are to be substantially in the form attached hereto as Exhibit A.

                                  ARTICLE VII
               ORIGINAL ISSUE OF JUNIOR SUBORDINATED DEBENTURES

     7.1  Original Issue of Junior Subordinated Debentures. Junior Subordinated
Debentures in the initial aggregate principal amount of up to $257,732,000 may
be executed by the Company and delivered to the Trustee for authentication by
it, and the Trustee shall thereupon authenticate and deliver said Junior
Subordinated Debentures to or upon the written order of the Company, signed by
its Chairman of the Board, any Vice Chairman of the Board, the Chief Executive
Officer, the President, or any Vice President (whether or not designated by a
number or word or words added before or after the title Vice President) and by
its Treasurer, an Assistant Treasurer, the Controller, its Corporate Secretary
or an Assistant Corporate Secretary, without any further corporate action by the
Company. Additional Junior Subordinated Debentures without limitation as to
amount, and without the consent of the holders the then Outstanding Junior
Subordinated Debentures, may also be authenticated and delivered in the manner
provided in Section 2.1 of the Base Indenture. Any such additional Junior
Subordinated Debentures will have the same Stated Maturity and other terms as
those initially issued.

                                 ARTICLE VIII
                                 MISCELLANEOUS

     8.1  Ratification of Indenture; Second Supplemental Indenture Controls.
The Indenture, as supplemented by this Second Supplemental Indenture, is in all
respects ratified and confirmed, and this Second Supplemental Indenture shall be
deemed part of the Indenture in the manner and to the extent herein and therein
provided. The provisions of this Second Supplemental Indenture shall supersede
the provisions of the Indenture to the extent the Indenture is inconsistent
herewith.

     8.2  Trustee Not Responsible for Recitals.  The recitals herein contained
are made by the Company and not by the Trustee, and the Trustee assumes no
responsibility for the

                                      12
<PAGE>

correctness thereof. The Trustee makes no representation as to the validity or
sufficiency of this Second Supplemental Indenture.

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

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

     8.5  Counterparts.  This Second Supplemental Indenture may be executed in
any number of counterparts each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

                                      13
<PAGE>

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

                                        DOMINION RESOURCES, INC.


                                        By:___________________________________
                                           Name:
                                           Title:

                                        THE CHASE MANHATTAN BANK,
                                        as Trustee


                                        By:___________________________________
                                           Name:
                                           Title:

                                      14
<PAGE>

                                   EXHIBIT A

                (FORM OF FACE OF JUNIOR SUBORDINATED DEBENTURE)

     [THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY.  THIS DEBENTURE IS EXCHANGEABLE FOR JUNIOR SUBORDINATED
DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE 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 SUCH LIMITED CIRCUMSTANCES.]*

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

     THE DEBENTURES EVIDENCED HEREBY WILL BE ISSUED, AND MAY BE TRANSFERRED,
ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $1,000.  ANY TRANSFER,
SALE OR OTHER DISPOSITION OF SUCH DEBENTURES IN A BLOCK HAVING A PRINCIPAL
AMOUNT OF LESS THAN $1,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER. ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH
DEBENTURES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE RECEIPT OF PAYMENTS
IN RESPECT OF SUCH DEBENTURES, AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO
INTEREST WHATSOEVER IN SUCH DEBENTURES.

___________________

* Insert in Global Debentures.
<PAGE>

                      ==================================
                           DOMINION RESOURCES, INC.
                      ==================================

                             [Up to]* $___________

                            8.4% JUNIOR SUBORDINATED
                        DEBENTURE DUE JANUARY 15, 2031

                           Dated:__________________

NUMBER ____                                      [CUSIP NO: ___________________]

Registered Holder:

     DOMINION RESOURCES, INC., a corporation duly organized and existing under
the laws of the Commonwealth of Virginia (herein referred to as the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to the Registered
Holder named above, the principal sum [of __________________________
Dollars]**[specified in the Schedule annexed hereto]*** on January 15, 2031 (the
"Stated Maturity"), in such coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debt. The Company further promises to pay to the registered Holder hereof as
hereinafter provided (a) interest on said principal sum (subject to deferral as
set forth herein) at the rate per annum specified in the title of this debenture
(the "Debenture"), in like coin or currency, semi-annually in arrears on the
15th day of January and July (each an "Interest Payment Date") commencing July
15, 2001, from the Interest Payment Date next preceding the date hereof to which
interest has been paid or duly provided for (unless (i) no interest has yet been
paid or duly provided for on this Debenture, in which case from January 12,
2001, or (ii) the date hereof is before an Interest Payment Date but after the
related Record Date (as defined below), in which case from such following
Interest Payment Date; provided, however, that if the Company shall default in
payment of the interest due on such following Interest Payment Date, then from
the next preceding Interest Payment Date to which interest has been paid or duly
provided for), until the principal hereof is paid or duly provided for, plus (b)
Additional Interest, as defined in the Indenture, to the extent permitted by
applicable law, on any interest payment that is not made on the applicable
Interest Payment Date, which shall accrue at the rate per annum specified in the
title of this Debenture, compounded semi-annually.


____________________

* Insert in Global Debentures and Debentures issued to the Property Trustee.
** Insert in Debentures other than Global Debentures and Debentures issued to
   the Property Trustee.
*** Insert in Global Debentures and Debentures issued to the Property Trustee.

                                      A-2
<PAGE>

     The interest so payable will, subject to certain exceptions provided in the
Indenture hereinafter referred to, be paid to the person in whose name this
Debenture is registered at the close of business on the Record Date next
preceding such Interest Payment Date. The Record Date shall be the Business Day
next preceding the Interest Payment Date, unless this Debenture is registered to
a holder other than the Property Trustee or a nominee of The Depository Trust
Company, in which case the Record Date will be the fifteenth calendar day
preceding such Interest Payment Date whether or not a Business Day. This
Debenture may be presented for payment of principal and interest at the
principal corporate trust office of The Chase Manhattan Bank, as paying agent
for the Company, maintained for that purpose in the Borough of Manhattan, The
City of New York; provided, however, that payment of interest may be made at the
option of the Company (i) by check mailed to such address of the person entitled
thereto as the address shall appear on the Register of the Debentures or (ii) by
transfer to an account maintained by the Person entitled thereto as specified in
the Register, provided that proper transfer instructions have been received by
the Record Date. Interest on the Debenture will be computed on the basis of a
360-day year of twelve 30-day months.

     So long as no Event of Default has occurred and is continuing, the Company
shall have the right, at any time during the term of this Debenture, from time
to time to defer the payment of interest by extending the interest payment
period of this Debenture for a period not exceeding 10 consecutive semi-annual
periods (an "Extension Period"), during which Extension Period the Company shall
not have the right to make partial payments of interest. No Extension Period
shall end on a date other than an Interest Payment Date or extend beyond the
Stated Maturity of this Debenture.  To the extent permitted by applicable law,
interest, the payment of which has been deferred because of an Extension Period,
will bear Additional Interest compounded semi-annually.  At the end of the
Extension Period, the Company shall pay all interest then accrued and unpaid on
this Debenture, including any Additional Interest and Additional Tax Sums, if
applicable, to the Person in whose name this Debenture is registered in the
Register on the first Record Date preceding the end of the Extension Period.
Before the termination of any Extension Period, the Company may further extend
such Extension Period, provided that such period together with all such further
extensions thereof shall not exceed 10 consecutive semi-annual periods, or
extend beyond the Stated Maturity. At any time following the termination of any
Extension Period and upon the payment of any accrued and unpaid Additional
Interest and Additional Tax Sums, if applicable, then due, the Company may elect
to begin a new Extension Period, subject to the foregoing requirements. No
interest shall be due and payable during an Extension Period, except at the end
thereof.

     During any such Extension Period, the Company shall not (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's Capital Stock or (ii)
make any payment of principal of or interest on or repay, repurchase or redeem
any debt securities of the Company that rank on a parity with or junior to this
Debenture or make any guarantee payments with respect to any DRI Guarantee or
other guarantee by the Company of the debt securities of any Subsidiary of the
Company that by its terms ranks on a parity with or junior to this Debenture
(other than (a) dividends or distributions in Common Stock, (b) any declaration
of a dividend in connection with the implementation of a Rights Plan, the
issuance of any Capital Stock or any class or series of preferred stock of the
Company under any Rights Plan or the redemption or repurchase of any rights
distributed pursuant to a Rights Plan, (c) payments under the DRI Guarantee
relating to the

                                      A-3
<PAGE>

Capital Securities issued by the Trust, and (d) purchases of Common Stock
related to the issuance of Common Stock or rights under any of the Company's
benefit plans for its directors, officers, employees, consultants or advisors).

     If the Property Trustee is the only registered holder of the Debentures of
this series at the time the Company elects to begin or extend an Extension
Period, the Company shall give written notice to the Property Trustee, the
Administrative Trustees and the Trustee of its election to begin or extend any
Extension Period at least five Business Days prior to the earlier of (i) the
next succeeding date on which Distributions on the Capital Securities issued by
the Trust would have been payable but for the election to begin or extend such
Extension Period or (ii) subject to applicable principles of federal securities
law, the date the Administrative Trustees are required to give notice to any
securities exchange or other applicable self-regulatory organization or to
holders of such Capital Securities of the record date or the date such
Distributions are payable, but in any event not less than five Business Days
prior to such record date. An Administrative Trustee shall give notice of the
Company's election to begin or extend an Extension Period to the holders of such
Capital Securities.

     If the Property Trustee is not the only holder of the Debentures of this
series at the time the Company elects to begin or extend an Extension Period,
the Company shall give the holders of the Debentures of this series, the
Administrative Trustees and the Trustee written notice of its election to begin
or extend such Extension Period at least 10 Business Days prior to the earlier
of (i) the next succeeding Interest Payment Date or (ii) subject to applicable
principles of federal securities law, the date the Company is required to give
notice of the record or payment date of such interest payment to any applicable
self-regulatory organization or to holders of the Debentures of this series.

     The semi-annual period in which any notice is given pursuant to the two
preceding paragraphs shall be counted as one of the 10 consecutive semi-annual
periods permitted in the maximum Extension Period.

     This Debenture is issued pursuant to an Indenture, dated as of December 1,
1997, between the Company, as issuer, and The Chase Manhattan Bank, a New York
banking corporation, as trustee, as supplemented by a First Supplemental
Indenture dated as of December 1, 1997 and a Second Supplemental Indenture dated
as of January 1, 2001 (as further supplemented or amended from time to time, the
"Indenture").  Reference is made to the Indenture for a description of the
respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders (the word "Holder" or
"Holders" meaning the registered holder or registered holders) of the
Debentures.  Capitalized terms used herein but not defined herein shall have the
respective meanings assigned thereto in the Indenture.  By acceptance of this
Debenture, the Holder hereof agrees to be bound by the provisions of the
Indenture.

     The Debentures of this series shall have an initial aggregate principal
amount of Two Hundred Fifty-Seven Million Seven Hundred Thirty-Two Thousand
Dollars ($257,732,000).

     The Debentures evidenced by this Certificate may be transferred or
exchanged only in minimum denominations of $1,000 and integral multiples of
$1,000 in excess thereof, and any

                                      A-4
<PAGE>

attempted transfer, sale or other disposition of Debentures in a denomination of
less than $1,000 shall be deemed to be void and of no legal effect whatsoever.

     The indebtedness of the Company evidenced by this Debenture, including the
principal hereof and interest hereon, is, to the extent and in the manner set
forth in the Indenture, subordinate and junior in right of payment to the
Company's obligations to Holders of Senior Indebtedness of the Company and each
Holder of this Debenture, by acceptance hereof, agrees to and shall be bound by
such provisions of the Indenture and all other provisions of the Indenture.

     This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by or on
behalf of the Trustee under the Indenture.

                                      A-5
<PAGE>

     IN WITNESS WHEREOF, DOMINION RESOURCES, INC. has caused this instrument to
be signed, manually or in facsimile, by its Chairman of the Board, or its Chief
Executive Officer, or its President, or any Vice President and by its Treasurer
or an Assistant Treasurer or its Controller or its Corporate Secretary or an
Assistant Corporate Secretary under the corporate seal of Dominion Resources,
Inc.

                           DOMINION RESOURCES, INC.

[SEAL]

                              By: ______________________________________
                                  Name:
                                  Title:


                              By: ______________________________________
                                  Name:
                                  Title:


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        THE CHASE MANHATTAN BANK, as Trustee


                                        By: __________________________________
                                            Authorized Officer

                                      A-6
<PAGE>

                             REVERSE OF DEBENTURE

     As provided in and subject to the provisions in the Indenture, the Company
shall have the option to redeem the Debentures of this series at any time, in
whole but not in part, at the Optional Redemption Price. In addition, if a
Special Event shall occur and be continuing, the Company may redeem the
Debentures of this series at any time within 90 days after the occurrence of
that Special Event, in whole but not in part, at the Special Event Redemption
Price.

     In the case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures of this
series may be declared, and upon such declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions provided in the
Indenture.

     Any consent or waiver by the Holder of this Debenture given as provided in
the Indenture (unless effectively revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Debenture and of any Debenture issued in exchange, registration of transfer, or
otherwise in lieu hereof irrespective of whether any notation of such consent or
waiver is made upon this Debenture or such other Debentures. No reference herein
to the Indenture and no provision of this Debenture or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Debenture, at the
places, at the respective times, at the rate and in the coin or currency herein
prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Debenture may be registered on the Register of the
Debentures of this series upon surrender of this Debenture for registration of
transfer at the offices maintained by the Company or its agent for such purpose,
duly endorsed by the Holder hereof or his attorney duly authorized in writing,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, but without payment of any charge other
than a sum sufficient to reimburse the Company for any tax or other governmental
charge incident thereto.  Upon any such registration of transfer, a new
Debenture or Debentures of authorized denomination or denominations for the same
aggregate principal amount will be issued to the transferee in exchange herefor.

     Prior to due presentment for registration of transfer of this Debenture,
the Company, the Trustee, and any agent of the Company or the Trustee may deem
and treat the person in whose name this Debenture shall be registered upon the
Register of the Debentures of this series as the absolute owner of this
Debenture (whether or not this Debenture shall be overdue and notwithstanding
any notation of ownership or other writing hereon) for the purpose of receiving
payment of or on account of the principal hereof and, subject to the provisions
on the face hereof, interest due hereon and for all other purposes; and neither
the Company nor the Trustee nor any such agent shall be affected by any notice
to the contrary.

     No recourse shall be had for the payment of the principal of or interest on
this Debenture, or for any claim based hereon or otherwise in respect hereof, or
based on or in respect of the

                                      A-7
<PAGE>

Indenture or any indenture supplemental thereto, against any stockholder,
officer, director or employee, as such, past, present or future, of the Company
or of any successor corporation, either directly or through the Company, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as a part of the consideration for the issue hereof,
expressly waived and released.

     The Company and, by acceptance of this Debenture or a beneficial interest
in this Debenture, each holder hereof and any person acquiring a beneficial
interest herein, agree that for United States federal, state and local tax
purposes it is intended that this Debenture constitute indebtedness.

     This Debenture shall be deemed to be a contract made under the laws of the
State of New York (without regard to conflicts of laws principles thereof) and
for all purposes shall be governed by, and construed in accordance with, the
laws of said State.

                                      A-8
<PAGE>

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

_______________________________________________________________________________.

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

_______________________________________________________________________________.

_______________________________________________________________________________.

_______________________________________________________________________________.

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

the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing

_______________________________________________________________________________.

_______________________________________________________________________________.

_______________________________________________________________________________.



_______________________________________________________________________________.

_______________________________________________________________________________.

_______________________________________________________________________________.

agent to transfer said Debenture on the books of the Company, with full power of
substitution in the premises.

Dated: __________________ __, ____


                                                ________________________________


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

                                      A-9
<PAGE>

         [FORM OF SCHEDULE FOR ENDORSEMENTS ON GLOBAL DEBENTURES AND
       DEBENTURES ISSUED TO THE PROPERTY TRUSTEE TO REFLECT CHANGES IN
                               PRINCIPAL AMOUNT]*

    The initial principal amount of this Debenture is: $___________________

  Changes to Principal Amount of Global Debenture and Debenture issued to the
                               Property Trustee

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                   Principal Amount by which this
                   Debenture is to be Decreased or         Remaining             Signature of
                   Increased and the Reason for the     Principal Amount      Authorized Officer
     Date               Decrease or Increase            of this Debenture         of Trustee
--------------------------------------------------------------------------------------------------
<S>               <C>                                  <C>                    <C>
--------------------------------------------------------------------------------------------------

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</TABLE>


________________________

* Insert Schedule in Global Debentures and Debentures issued to the Property
  Trustee.

                                     A-10