Exhibit 10.1

$1,250,000,000

364-DAY CREDIT AGREEMENT

among

DOMINION RESOURCES, INC.,
VIRGINIA ELECTRIC AND POWER COMPANY,
CONSOLIDATED NATURAL GAS COMPANY,

The Several Lenders from Time to Time Parties Hereto,

JPMORGAN CHASE BANK,
as Administrative Agent,

BARCLAYS BANK PLC,
as Syndication Agent,

and

BANK OF AMERICA, N.A.,
THE BANK OF NOVA SCOTIA AND
CITIBANK, N.A.,as Co-Documentation Agents



|____________________________________
|------------------------------------

J.P. MORGAN SECURITIES INC. AND
BARCLAYS CAPITAL,
as Joint Lead Arrangers and Joint Bookrunners



Dated as of May 29, 2003







|Table of Contents                                                      |     
|---------------------------------------------------------------------- | ----
|                                                                       | Page
|SECTION 1. DEFINITIONS AND ACCOUNTING TERMS                            | 1   
|1.1   Definitions                                                      | 1   
|1.2   Computation of Time Periods; Other Definitional Provisions.      | 15  
|1.3   Accounting Terms.                                                | 15  
|1.4   Time.                                                            | 16  
|SECTION 2. LOANS                                                       | 16  
|2.1   Revolving Loan Commitment.                                       | 16  
|2.2   Method of Borrowing for Revolving Loans                          | 19  
|2.3   Funding of Revolving Loans                                       | 20  
|2.4   Minimum Amounts of Revolving Loans                               | 21  
|2.5   Reductions of Revolving Loan Commitment                          | 21  
|2.6   Notes                                                            | 21  
|SECTION 3. PAYMENTS                                                    | 22  
|3.1   Interest                                                         | 22  
|3.2   Prepayments                                                      | 22  
|3.3   Payment in Full at Maturity                                      | 23  
|3.4   Fees                                                             | 23  
|3.5   Place and Manner of Payments                                     | 24  
|3.6   Pro Rata Treatment                                               | 24  
|3.7   Computations of Interest and Fees                                | 24  
|3.8   Sharing of Payments.                                             | 25  
|3.9   Evidence of Debt                                                 | 26  
|3.10   Conversion Option                                               | 26  
|SECTION 4. ADDITIONAL PROVISIONS REGARDING LOANS                       | 27  
|4.1   Eurodollar Loan Provisions.                                      | 27  
|4.2   Capital Adequacy                                                 | 28  
|4.3   Compensation                                                     | 29  
|4.4   Taxes                                                            | 29  
|4.5   Mitigation; Mandatory Assignment.                                | 31  
|SECTION 5. CONDITIONS PRECEDENT                                        | 32  
|5.1   Closing Conditions                                               | 32  
|5.2   Conditions to Loans                                              | 34  
|SECTION 6. REPRESENTATIONS AND WARRANTIES                              | 34  
|6.1   Organization and Good Standing.                                  | 34  
|6.2   Due Authorization                                                | 35  
|6.3   No Conflicts                                                     | 35  
|6.4   Consents                                                         | 35  
|6.5   Enforceable Obligations                                          | 35  
|6.6   Financial Condition                                              | 36  
|6.7   No Default                                                       | 36  
|6.8   Indebtedness                                                     | 36  
|6.9   Litigation                                                       | 36  
|6.10   Taxes                                                           | 36  
|6.11   Compliance with Law                                             | 37  
|6.12   ERISA                                                           | 37  
|6.13   Use of Proceeds                                                 | 37  
|6.14   Government Regulation                                           | 37  
|6.15   Solvency                                                        | 38  
|SECTION 7. AFFIRMATIVE COVENANTS                                       | 38  
|7.1   Information Covenants                                            | 38  
|7.2   Preservation of Existence and Franchises                         | 39  
|7.3   Books and Records                                                | 40  
|7.4   Compliance with Law                                              | 40  
|7.5   Payment of Taxes.                                                | 40  
|7.6   Insurance                                                        | 40  
|7.7   Performance of Obligations                                       | 40  
|7.8   ERISA                                                            | 41  
|7.9   Use of Proceeds                                                  | 41  
|7.10   Audits/Inspections                                              | 41  
|7.11   Total Funded Debt to Capitalization                             | 42  
|SECTION 8. NEGATIVE COVENANTS                                          | 42  
|8.1   Nature of Business                                               | 42  
|8.2   Consolidation and Merger                                         | 42  
|8.3   Sale or Lease of Assets                                          | 43  
|8.4   Limitation on Liens                                              | 43  
|8.5   Fiscal Year                                                      | 44  
|SECTION 9. EVENTS OF DEFAULT                                           | 44  
|9.1   Events of Default                                                | 44  
|9.2   Acceleration; Remedies.                                          | 46  
|9.3   Allocation of Payments After Event of Default                    | 47  
|SECTION 10. AGENCY PROVISIONS                                          | 48  
|10.1   Appointment                                                     | 48  
|10.2   Delegation of Duties                                            | 48  
|10.3   Exculpatory Provisions                                          | 48  
|10.4   Reliance on Communications                                      | 49  
|10.5   Notice of Default                                               | 50  
|10.6   Non-Reliance on Administrative Agent and Other Lenders          | 50  
|10.7   Indemnification                                                 | 50  
|10.8   Administrative Agent in Its Individual Capacity                 | 51  
|10.9   Successor Administrative Agent                                  | 51  
|SECTION 11. MISCELLANEOUS                                              | 52  
|11.1   Notices                                                         | 52  
|11.2   Right of Set-Off; Adjustments                                   | 52  
|11.3   Benefit of Agreement                                            | 53  
|11.4   No Waiver; Remedies Cumulative                                  | 56  
|11.5   Payment of Expenses, etc.                                       | 56  
|11.6   Amendments, Waivers and Consents                                | 57  
|11.7   Counterparts; Telecopy                                          | 58  
|11.8   Headings                                                        | 58  
|11.9   Defaulting Lender                                               | 58  
|11.10   Survival of Indemnification and Representations and Warranties | 58  
|11.11   GOVERNING LAW                                                  | 58  
|11.12 WAIVER OF JURY TRIAL                                             | 59  
|11.13   Severability                                                   | 59  
|11.14   Entirety                                                       | 59  
|11.15   Binding Effect                                                 | 59  
|11.16   Submission to Jurisdiction                                     | 59  
|11.17   Confidentiality                                                | 60  
|11.18   Designation of SPVs                                            | 61  



SCHEDULES

Schedule 1.1A		Commitment Percentages

Schedule 1.1B		Eligible Dealers
Schedule 6.8		Indebtedness
Schedule 11.1		Notices

EXHIBITS

Exhibit 2.1(b)(ii)	Form of Competitive Bid Request
Exhibit 2.2(a)		Form of Notice of Borrowing
Exhibit 2.2(c)		Form of Notice of Conversion/Continuation
Exhibit 2.6(a)		Form of Revolving Loan Note
Exhibit 2.6(b)		Form of Competitive Bid Loan Note
Exhibit 5.1(c)		Form of Closing Certificate
Exhibit 5.1(f)		Form of Legal Opinion
Exhibit 7.1(c)		Form of Officer's Certificate
Exhibit 11.3		Form of Assignment Agreement

Page 1

364-DAY
CREDIT AGREEMENT

364-DAY CREDIT AGREEMENT (this "Credit Agreement"), dated as of May 29, 2003 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a "Borrower" and collectively, the "Borrowers"), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a "Lender" and, collectively, the "Lenders"), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent"), BARCLAYS BANK PLC, as Syndication Agent, and BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and CITIBANK, N.A., as Co-Documentation Agents.

The parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS AND ACCOUNTING TERMS

1.1   Definitions

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

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

"Adjusted Base Rate" means with respect to any Borrower the Base Rate plus the Base Rate Interest Margin for the relevant Borrower.

"Adjusted Eurodollar Rate" means with respect to any Borrower the Eurodollar Rate plus the Eurodollar Rate Interest Margin for the relevant Borrower.

"Administrative Agent" means JPMorgan Chase Bank and any successors and assigns in such capacity.

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power (i) to vote 20% or more of the securities having ordinary voting power for the election of directors of such corporation or (ii) to direct or cause direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

Page 2

"Asset Swap Spread" for any Borrower on any day means the amount in basis points resulting from the conversion by the Administrative Agent of the Price of the applicable Benchmark Bond (if four or more price quotes are received) into an asset swap spread using the Bloomberg "YAS" screen as follows: The Price will be entered in the "PRICE" field, the appropriate settlement date (which will be the third Business Day after the date such Price is determined) will be entered into the "SETTLE" field, and "I52" will be entered in the "CRV#" field. The resulting amount in the "ASSET SWAP" field, rounded to the nearest basis point, is the Asset Swap Spread. If fewer than four quotes are obtained, the Asset Swap Spread for such day will be equal to the applicable Ceiling for such Borrower. If the Bloomberg YAS function shall not be available, the Administrative Agent will solicit spot mid swap rates of a maturity that matches the maturity of the applicable Benchmark Bond ("Spot Mid Swap Rates") from J.P. Morgan Securities Inc. and two other Eligible Dealers. The Asset Swap Spread for such day will be equal to the implied yield derived from the Price minus the average of the three Spot Mid Swap Rates, rounded to the nearest basis point.

"Average Asset Swap Spread" for any Interest Period for any Eurodollar Revolving Loan means the arithmetic average of the two daily Asset Swap Spreads resulting from the Pricing Polls for the applicable Notice Date.

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

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

"Base Rate Interest Margin" means for any day an interest margin equal to the Ceiling for the relevant Borrower minus 100 basis points per annum.

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

"Benchmark Bond" means the DRI Benchmark Bond, the VaPower Benchmark Bond or the CNG Benchmark Bond, as applicable.

If (a) any Benchmark Bond shall no longer be outstanding for any reason, including maturity, redemption or repurchase, (b) any Borrower shall issue a new senior, unsecured, non-credit-enhanced obligation having liquidity and tenor deemed more acceptable to the Administrative Agent, (c) the Administrative Agent shall receive a written request from any Borrower requesting that the Administrative Agent replace such Borrower's Benchmark Bond with another Acceptable Obligation of that Borrower, and the Administrative Agent so agrees in its sole discretion or (d) the Administrative Agent shall determine that, as a result of changes in the liquidity of any Benchmark Bond, price quotes for a Benchmark Bond are not consistently available, and if in any such case one or more other (i.e. other than the applicable Benchmark Bond) acceptable debt securities of any Borrower ("Acceptable Obligations") shall be outstanding for which price quotes are likely, in the judgment of the Administrative Agent, to be consistently available, then the Administrative Agent, in consultation with that Borrower, will replace that Benchmark Bond with another Acceptable Obligation of that Borrower. If the Administrative Agent shall determine that no Acceptable Obligation is outstanding for a Borrower, the Eurodollar Rate Interest Margin for that Borrower will equal the Ceiling.

Page 3

"Borrower" has the meaning set forth in the preamble hereof.

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

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

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

"Ceiling" means for any day for any Borrower the sum of the Floor plus the Maximum Spread Adjustment for such Borrower, in each case based on such Borrower's Ratings and as set forth in the definition of Interest Margin.

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

"Closing Date" means the date hereof.

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

"CNG Benchmark Bond" means Consolidated Natural Gas' 6.25% Senior Notes due November 1, 2011 (CUSIP No. 209615BX0)

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

"Commitment" means, with respect to each Lender, such Lender's share of the Revolving Loan Commitment based upon such Lender's Commitment Percentage.

"Commitment Fee" has the meaning set forth in Section 3.4(a).

"Commitment Fee Rate" means, for Commitment Fees payable by DRI, the appropriate percentages, in each case, corresponding to the senior, unsecured, non-credit-enhanced obligations of DRI in effect from time to time as shown below:

Page 4





|Category | Senior, Unsecured, Non-Credit-Enhanced Obligations of DRI | Commitment Fee
|-------- | --------------------------------------------------------- | --------------
|I.       | ≥A from S&P or                                            | 0.080%        
|         | ≥A2 from Moody's                                          |               
|II.      | A- from S&P or                                            | 0.100%        
|         | A3 from Moody's                                           |               
|III.     | BBB+ from S&P or                                          | 0.125%        
|         | Baa1 from Moody's                                         |               
|IV.      | BBB from S&P or                                           | 0.150%        
|         | Baa2 from Moody's                                         |               
|V.       | BBB- from S&P or                                          | 0.175%        
|         | Baa3 from Moody's                                         |               
|VI.      | ≤BB+ from S&P or                                          | 0.250%        
|         | ≤Ba1 from Moody's                                         |               



Notwithstanding the above, if at any time there is a split in Ratings of one level, related to Categories I through V, between S&P and Moody's, the Commitment Fee in effect at any time will be determined based upon the higher rating, and if at any time there is a split in Ratings of two or more levels, related to Categories I through V, between S&P and Moody's, the Commitment Fee in effect at any time shall be determined based upon the Ratings level that is one level below the higher of the S&P or Moody's rating. If at any time either S&P or Moody's rates DRI at a Category VI level, the Commitment Fee in effect at any time will be based on Category VI levels.

Each Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall notify each Lender), at the address set forth on Schedule 11.1, information regarding any change in its Ratings with respect to such Borrower within five Business Days of receipt of such information. The Administrative Agent may assume that Ratings remain in effect unless a Borrower notifies the Administrative Agent in writing that a Rating of a Borrower has changed.

Based on DRI's Ratings as of the Closing Date, Category III level pricing will apply as of the Closing Date.

Page 5

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

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

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

"Competitive Bid Loan Notes" means with respect to any Borrower the promissory notes of such Borrower in favor of each Lender evidencing the Competitive Bid Loans made to such Borrower and substantially in the form of Exhibit 2.6(b), as such promissory notes may be amended, modified, supplemented or replaced from time to time.

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

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

"Competitive Bid Request Fee" means $2500 for each Competitive Bid Request made by a Borrower.

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

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

"Conversion Date" has the meaning set forth in Section 3.10 hereof.

"Credit Documents" means this Credit Agreement, the Notes, and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto.

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

Page 6

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

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

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

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

"DRI Benchmark Bond" means Dominion Resources, Inc.'s 6.25% Senior Notes due June 30, 2012 (CUSIP No. 25746UAJ8).

"Effective Date" has the meaning set forth in Section 11.15 hereof.

"Eligible Assignee" means (a) any Lender or Affiliate or Subsidiary of a Lender and (b) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D) that is either a bank organized or licensed under the laws of the United States of America or any State thereof or that has agreed to provide the information listed in Section 4.4(d) to the extent that it may lawfully do so and that is approved by the Administrative Agent and DRI (such approval not to be unreasonably withheld or delayed); provided that (i) DRI's consent is not required during the existence and continuation of a Default or an Event of Default and (ii) neither the Borrowers nor any Affiliate or Subsidiary of the Borrowers shall qualify as an Eligible Assignee.

"Eligible Dealer" means the dealers listed on Schedule 1.1B, attached hereto, as such dealers may be replaced or added to with the consent of the Administrative Agent and DRI.

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

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

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

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

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

Page 7

"Eurodollar Rate" = Interbank Offered Rate1 - Eurodollar Reserve Percentage

"Eurodollar Rate Interest Margin" for any Interest Period for a Eurodollar Revolving Loan means an interest margin equal to the greater of (a) the applicable Floor or (b) the applicable Average Asset Swap Spread, in each case for the relevant Borrower, provided that such interest margin shall in no event be greater than the Ceiling.

"Eurodollar Reserve Percentage" means, for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D, as such regulation may be amended from time to time or any successor regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of Eurodollar Loans is determined), whether or not any Lender has any Eurocurrency liabilities subject to such reserve requirement at that time. Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to a Lender. The Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

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

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

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

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

"Final Date" has the meaning set forth in Section 3.10 hereof.

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

Page 8

"Floor" for any day for any Borrower means the minimum Eurodollar Rate Interest Margin, based on such Borrower's Ratings, as set forth under the heading "Floor" in the table included in the definition of Interest Margin.

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

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

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

"Granting Lender" has the meaning set forth in Section 11.18 hereof.

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

"Indebtedness" means, as to any Person, without duplication: (a) all obligations of such Person for borrowed money or evidenced by bonds, debentures, notes or similar instruments; (b) all obligations of such Person for the deferred purchase price of property or services (except trade accounts payable arising in the ordinary course of business, customer deposits, provisions for rate refunds, deferred fuel expenses and obligations in respect of pensions and other post-retirement benefits); (c) all capital lease obligations of such Person; (d) all Indebtedness of others secured by a Lien on any properties, assets or revenues of such Person (other than stock, partnership interests or other equity interests of a Borrower or any of its Subsidiaries in other entities) to the extent of the lesser of the value of the property subject to such Lien or the amount of such Indebtedness; (e) all Guaranty Obligations; and (f) all non-contingent obligations of such Person under any letters of credit or bankers' acceptances.

Page 9

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

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

"Interest Margin" means, for Revolving Loans made to each Borrower, the appropriate percentages, in each case, corresponding to the senior, unsecured, non-credit-enhanced obligations of the relevant Borrower in effect from time to time as shown below:



|Category | Senior, Unsecured, Non-Credit-Enhanced Obligations of Borrower | Floor   | Maximum Spread Adjustment (prior to Conversion Date) | Maximum Spread Adjustment (after Conversion Date)
|-------- | -------------------------------------------------------------- | ------- | ---------------------------------------------------- | -------------------------------------------------
|I.       | ≥A from S&P or                                                 | 0.425%  | 1.00%                                                | 2.00%                                            
|         | ≥A2 from Moody's                                               |         |                                                      |                                                  
|II.      | A- from S&P or                                                 | 0.550%  | 1.00%                                                | 2.00%                                            
|         | A3 from Moody's                                                |         |                                                      |                                                  
|III.     | BBB+ from S&P or                                               | 0.750%  | 2.00%                                                | 4.00%                                            
|         | Baa1 from Moody's                                              |         |                                                      |                                                  
|IV.      | BBB from S&P or                                                | 0.875%  | 2.00%                                                | 4.00%                                            
|         | Baa2 from Moody's                                              |         |                                                      |                                                  
|V.       | BBB- from S&P or                                               | 1.125%  | 2.00%                                                | 4.00%                                            
|         | Baa3 from Moody's                                              |         |                                                      |                                                  
|VI.      | ≤BB+ from S&P or                                               | 1.750%  | 5.00%                                                | 10.00%                                           
|         | ≤Ba1 from Moody's                                              | Page 10 |                                                      |                                                  



provided, that the Eurodollar Rate Interest Margin applicable to a Revolving Loan, once determined, shall remain set for the duration of the selected Interest Period.

Notwithstanding the above, if at any time there is a split in Ratings of one level, related to Categories I through V, between S&P and Moody's, the Floor and Maximum Spread Adjustment in effect at any time will be determined based upon the higher rating, and if at any time there is a split in Ratings of two or more levels, related to Categories I through V, between S&P and Moody's, the Floor and Maximum Spread Adjustment in effect at any time shall be determined based upon the Ratings level that is one level below the higher of the S&P or Moody's rating. If at any time either S&P or Moody's rates a Borrower at a Category VI level, the Floor and Maximum Spread Adjustment in effect at any time will be based on Category VI levels.

Each Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall notify each Lender), at the address set forth on Schedule 11.1, information regarding any change in its Ratings with respect to such Borrower within five Business Days of receipt of such information. The Administrative Agent may assume that Ratings remain in effect unless a Borrower notifies the Administrative Agent in writing that a Rating of a Borrower has changed.

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

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

Page 11

"JPMCB" means JPMorgan Chase Bank.

"Lenders" means those banks and other financial institutions identified as such on the signature pages hereto and such other institutions that may become Lenders pursuant to Section 11.3.

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

"Loan" means any loan made by any Lender pursuant to this Agreement.

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

"Material Adverse Effect" means with respect to any Borrower a material adverse effect, after taking into account applicable insurance, if any, on (a) the operations, financial condition or business of such Borrower, (b) the ability of such Borrower to perform its obligations under this Credit Agreement or (c) the validity or enforceability of this Credit Agreement or any of the other Credit Documents against such Borrower, or the rights and remedies of the Lenders against such Borrower hereunder or thereunder; provided, however, that a transfer of assets permitted under and in compliance with Section 8.3 shall not be considered to have a Material Adverse Effect.

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

"Maturity Date" means the date 364 days after the Closing Date.

"Maximum Spread Adjustment" for any day for any Borrower means the percentage as set forth under the headings "Maximum Spread Adjustment" in the table included in the definition of Interest Margin.

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

Page 12

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

"Net Worth" means with respect to any Borrower, as of any date, the shareholders' equity or net worth of such Borrower and its Consolidated Subsidiaries (including, but not limited to, the value of any Manditorily Convertible Securities), on a consolidated basis, as determined in accordance with GAAP.

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

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

"Notice Date" has the meaning set forth in Section 2.2(b) hereof.

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

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

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

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

"Pension Plans" has the meaning set forth in Section 7.8 hereof.

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

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

Page 13

"Price" means, for any Benchmark Bond on any Business Day on which a Pricing Poll occurs, the Dollar price resulting from bid quotes solicited beginning at 2:00 p.m. (or such other time as may be set by the Administrative Agent) on such Business Day. If (a) five quotes are received, the Price for such Benchmark Bond for such day shall be the arithmetic average, as computed by the Administrative Agent, of the three quotes remaining after the highest and lowest quotes are excluded, or (b) four quotes are obtained, the Price for such Benchmark Bond for such day shall be the arithmetic average, as computed by the Administrative Agent, of the three quotes remaining after the lowest quote is excluded. The Administrative Agent agrees to solicit such quotes on each of the two Business Days immediately following a Notice Date; provided, that upon receipt by the Administrative Agent of written consent from the relevant Borrower, the Eurodollar Rate Interest Margin for such Borrower will equal the Ceiling and no Pricing Poll shall be required.

"Pricing Poll" means the solicitation by the Administrative Agent on each of the two Business Days immediately following the Notice Date of Prices for the Benchmark Bonds from five Eligible Dealers as selected by DRI.

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

"Ratings" means the rating assigned by S&P or Moody's to a Borrower based on such Borrower's senior, unsecured, non-credit-enhanced obligations.

"Register" has the meaning set forth in Section 11.3(c).

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

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

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

Page 14

"Responsible Officer" means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of the relevant Borrower, but in any event, with respect to financial matters, the chief financial officer of the relevant Borrower.

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

"Revolving Loan Commitment" means One Billion Two Hundred Fifty Million Dollars ($1,250,000,000), as such amount may be otherwise reduced in accordance with Section 2.5.

"Revolving Loan Notes" means with respect to any Borrower the promissory notes of such Borrower in favor of each Lender evidencing the Revolving Loans made to such Borrower and substantially in the form of Exhibit 2.6(a), as such promissory notes may be amended, modified, supplemented or replaced from time to time.

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

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

"Spot Mid Swap Rates" has the meaning set forth in the definition of "Asset Swap Spreads".

"SPV" has the meaning set forth in Section 11.18 hereof.

"Subsidiary" means, as to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any partnership, association, joint venture or other entity in which such person directly or indirectly through Subsidiaries has more than 50% equity interest at any time.

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

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



Page 15

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

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

"Trust Preferred Securities" means the trust preferred securities issued by one of the five subsidiary capital trusts established by any of the Borrowers outstanding on the date hereof and reflected as such in the financial statements of Dominion Resources for the fiscal year ended December 31, 2002, and any additional trust preferred securities that are substantially similar thereto, along with the junior subordinated debt obligations of the Borrowers, so long as (a) the terms thereof require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Loans and all other amounts due under the Credit Agreement, (b) such securities are subordinated and junior in right of payment to all obligations of the Borrowers for or in respect of borrowed money and (c) the obligors in respect of such preferred securities and subordinated debt have the right to defer interest and dividend payments, in each case to substantially the same extent as such currently outstanding preferred securities or on similar terms customary for trust preferred securities and not materially less favorable to the interests of the Borrowers or the Lenders.

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

"VaPower Benchmark Bond" means Virginia Electric and Power Company's 4.750% Senior Notes due March 1, 2013 (CUSIP No. 927804EU4).

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

1.2  Computation of Time Periods; Other Definitional Provisions.

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

1.3  Accounting Terms.

Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 7.1 (or, prior to the delivery of the first financial statements pursuant to Section 7.1, consistent with the financial statements described in Section 5.1(g)); provided, however, if (a) a Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) the Administrative Agent or the Required Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by such Borrower to the Lenders as to which no such objection shall have been made.



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1.4  Time.

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



SECTION 2. LOANS

2.1  Revolving Loan Commitment.

1. Revolving Loans
2. Competitive Bid Loans Subfacility
3. Competitive Bid Loans
4. Competitive Bid Requests
5. Competitive Bid Procedure
6. Acceptance of Competitive Bids
7. Funding of Competitive Bid Loans
8. Maturity of Competitive Bid Loans
9. Base Rate Loans
10. Eurodollar Revolving Loans
11. Continuation and Conversion
12. Revolving Loan Notes
13. Competitive Bid Loan Notes
14. Interest Rate
15. All Base Rate Loans made to a Borrower shall accrue interest at the Adjusted Base Rate with respect to such Borrower.
16. All Eurodollar Loans made to a Borrower shall accrue interest at the Adjusted Eurodollar Rate with respect to such Borrower applicable to such Eurodollar Loan.
17. All Competitive Bid Loans shall accrue interest at the applicable Competitive Bid Rate with respect to each Competitive Bid Loan.
18. Default Rate of Interest
19. Interest Payments
20. Voluntary Prepayments
21. Mandatory Prepayments
22. Commitment Fees
23. In consideration of the Revolving Loan Commitment being made available by the Lenders hereunder, DRI agrees to pay to the Administrative Agent, for the pro rata benefit of each Lender, a commitment fee for each day that will accrue on the unutilized Revolving Loan Commitment (i.e., the amount of the Revolving Loan Commitment over the outstanding aggregate principal amount of Revolving Loans) on such day according to the per annum percentages set forth under the heading "Commitment Fee" in the table included in the definition of "Commitment Fee Rate" (the "Commitment Fee").
24. The accrued Commitment Fees shall be due and payable in arrears on the first Business Day of each January, April, July and October (as well as on the Maturity Date and on any date that the Revolving Loan Commitment is reduced) for the immediately preceding fiscal quarter (or portion thereof), beginning with the first of such dates to occur after the Closing Date.
25. For purposes of calculating the Commitment Fees, outstanding Competitive Loans will be deemed to be zero.
26. Administrative Fees
27. Except for Base Rate Loans, on which interest shall be computed on the basis of a 365 or 366 day year as the case may be, all computations of interest and fees hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days.
28. It is the intent of the Lenders and each Borrower to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Borrowers are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum non-usurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum non-usurious amount, any such construction shall be subject to the provisions of this paragraph and such documents shall be automatically reduced to the maximum non-usurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum lawful amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans of the relevant Borrower and not to the payment of interest, or refunded to the relevant Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans of the relevant. The right to demand payment of the Loans of any Borrower or any other indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum non-usurious amount permitted by applicable law.
29. The Administrative Agent will deliver promptly, and in no event later than the end of the day one Business Day prior to the borrowing date specified in the Notice of Borrowing, a notice to the appropriate Borrower and each Lender setting forth the Average Asset Swap Spread, the Prices from each Eligible Dealer that were used in determining the Asset Swap Spreads, the two daily Asset Swap Spreads, the Spot Mid Swap Rates (if applicable) and the Base Rate Interest Margin or Eurodollar Rate Interest Margin applicable to the Loan.
30. Each Lender shall maintain an account or accounts evidencing each Loan made by such Lender to a Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender by or for the account of each Borrower from time to time under this Credit Agreement. Each Lender will make reasonable efforts to maintain the accuracy of its account or accounts and to promptly update its account or accounts from time to time, as necessary.
31. The Administrative Agent shall maintain the Register for each Borrower pursuant to Section 11.3(c), and a subaccount for each Lender, in which Registers and subaccounts (taken together) shall be recorded (i) the amount, type and Interest Period of each such Loan hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from or for the account of the Borrowers and each Lender's share thereof. The Administrative Agent will make reasonable efforts to maintain the accuracy of the subaccounts referred to in the preceding sentence and to promptly update such subaccounts from time to time, as necessary.
32. The entries made in the accounts, Registers and subaccounts maintained pursuant to subsection (b) of this Section 3.9 (and, if consistent with the entries of the Administrative Agent, subsection (a)) shall be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain any such account, such Registers or such subaccounts, as applicable, or any error therein, shall not in any manner affect the obligation of any Borrower to repay the Loans made by such Lender to such Borrower in accordance with the terms hereof.
33. Unavailability
34. Change in Legality
35. Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the relevant Borrower and to the Administrative Agent, such Lender may:
36. declare that Eurodollar Loans, and conversions to or continuations of Eurodollar Loans, will not thereafter be made by such Lender to such Borrower hereunder, whereupon any request by such Borrower for, or for conversion into or continuation of, Eurodollar Loans shall, as to such Lender only, be deemed a request for, or for conversion into or continuation of, Base Rate Loans (or Absolute Rate Competitive Bid Loans, as the case may be), unless such declaration shall be subsequently withdrawn; and
37. require that all outstanding Eurodollar Loans made by it to such Borrower be converted to Base Rate Loans (or Absolute Rate Competitive Bid Loans, as the case may be) in which event all such Eurodollar Loans shall be automatically converted to Base Rate Loans (or Absolute Rate Competitive Bid Loans, as the case may be).
38. Increased Costs
39. if for any reason (other than a default by such Lender or the Administrative Agent) a borrowing of Eurodollar Loans or Absolute Rate Competitive Bid Loans to such Borrower does not occur on a date specified therefor in a Notice of Borrowing or Competitive Bid Request to such Borrower, as the case may be;
40. if any repayment, continuation or conversion of any Eurodollar Loan or Absolute Rate Competitive Bid Loan by such Borrower occurs on a date which is not the last day of an Interest Period applicable thereto, including, without limitation, in connection with any demand, acceleration, mandatory prepayment or otherwise (including any demand under this Section 4); or
41. if such Borrower fails to repay its Eurodollar Loans or Absolute Rate Competitive Bid Loan when required by the terms of this Credit Agreement.
42. Tax Liabilities Imposed on a Lender. Any and all payments by a Borrower hereunder or under any of the Credit Documents shall be made, in accordance with the terms hereof and thereof, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by net income and franchise taxes imposed on any Lender by the jurisdiction under the laws of which such Lender is organized or transacting business or any political subdivision thereof (all such non-excluded taxes, being hereinafter referred to as "Taxes"). If such Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) such Borrower shall deliver to such Lender evidence of such payment to the relevant Governmental Authority.
43. Other Taxes
44. Refunds
45. Foreign Lender
46. Credit Documents
47. Corporate Documents
48. Charter Documents
49. Bylaws
50. Resolutions
51. Good Standing
52. Closing Certificate
53. Outstanding Facility
54. Fees
55. Opinion of Counsel
56. Financial Statements
57. Consents
58. No Default; Representations and Warranties. As of the Closing Date (i) there shall exist no Default or Event of Default by any Borrower and (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects.
59. Material Adverse Effect
60. Other
61. Request
62. Representations and Warranties
63. No Default
64. Availability
65. No Reportable Event has occurred and is continuing with respect to any Plan of such Borrower; (b) no Plan of such Borrower has an accumulated funding deficiency determined under Section 412 of the Code; (c) no proceedings have been instituted, or, to the knowledge of such Borrower, planned to terminate any Plan of such Borrower; (d) neither such Borrower, nor any member of a Controlled Group including such Borrower, nor any duly-appointed administrator of a Plan of such Borrower has instituted or intends to institute proceedings to withdraw from any Multiemployer Pension Plan (as defined in Section 3(37) of ERISA); and (e) each Plan of such Borrower has been maintained and funded in all material respects in accordance with its terms and with the provisions of ERISA applicable thereto.
66. None of the proceeds of the Loans made to such Borrower hereunder will be used for the purpose of purchasing or carrying any "margin stock" which violates Regulation U or Regulation X or for the purpose of reducing or retiring in violation of Regulation U or Regulation X any Indebtedness which was originally incurred to purchase or carry "margin stock" or for any other purpose which might constitute this transaction a "purpose credit" in violation of Regulation U or Regulation X.
67. As of the Closing Date, Dominion Resources and CNG each is a registered "holding company" within the meaning of that term under the 1935 Act. The issuance by such Borrower of the Notes, its incurrence of the Indebtedness contemplated by this Credit Agreement and the borrowing, repayment and reborrowing of Loans hereunder is permitted by the 1935 Act and requires no authorization or approval of any Governmental Authority other than such authorizations and approvals as have already been obtained.
68. Such Borrower is not an "investment company" registered or required to be registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and is not controlled by such a company, nor is otherwise subject to regulation under the Investment Company Act.
69. Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of such Borrower, a Form 10-K, as required to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Exchange Act, which includes financial information required by such Form 10-K, such financial information to be in reasonable form and detail and audited by Deloitte & Touche or another independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP (except for changes with which such accountants concur) and shall not be limited as to the scope of the audit or qualified in any respect.
70. Quarterly Financial Statements
71. Officer's Certificate
72. Reports
73. Notices
74. Other Information
75. a Subsidiary of such Borrower may be merged or consolidated with or into any Borrower; provided that a Borrower shall be the continuing or surviving entity;
76. such Borrower may merge or consolidate with any other Person if either (i) such Borrower shall be the continuing or surviving entity or (ii) such Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and
77. such Borrower may be merged or consolidated with or into any other Borrower.
78. Payment
79. default in the payment when due of any principal of any of the Loans; or
80. default, and such default shall continue for three or more days, in the payment when due of any interest on the Loans or of any fees or other amounts owing hereunder, under any of the other Credit Documents or in connection herewith.
81. Representations
82. Covenants
83. default in the due performance or observance of any term, covenant or agreement contained in Sections 7.2, 7.9, 7.11 or 8.1 through 8.5, inclusive; or
84. default in the due performance or observance by it of any term, covenant or agreement contained in Section 7.1(a), (b), (c) or (e) and such default shall continue unremedied for a period of five Business Days after the earlier of an officer of such Borrower becoming aware of such default or notice thereof given by the Administrative Agent; or
85. default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in subsections (a), (b), (c)(i), or (c)(ii) of this Section 9.1) contained in this Credit Agreement or any other Credit Document and such default shall continue unremedied for a period of at least 30 days after the earlier of an officer of such Borrower becoming aware of such default or notice thereof given by the Administrative Agent.
86. Credit Documents
87. Bankruptcy, etc.
88. Defaults under Other Agreements
89. Judgments
90. ERISA
91. Change of Control
92. Termination of Commitments
93. Acceleration of Loans
94. Enforcement of Rights
95. Generally
96. Assignments
97. each such assignment shall be to an Eligible Assignee;
98. except (A) in the case of an assignment to another Lender or to an Affiliate of a Lender, (B) in the case of an assignment of all of a Lender's rights and obligations under this Credit Agreement, or (C) with the consent of the Administrative Agent and DRI (such consent by DRI (i) not to be unreasonably withheld and (ii) not being required during the existence of a Default or Event of Default), any such partial assignment shall be in an amount at least equal to $10,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof;
99. each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and
100. the parties to such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment Agreement in substantially the form of Exhibit 11.3, together with a processing fee from the assignor of $4,000.
101. Register
102. Acceptance
103. Participations
104. Payments
105. Nonrestricted Assignments
106. Information
107. extend the Maturity Date;
108. reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
109. reduce or forgive the principal amount of any Loan;
110. increase or extend the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);
111. release a Borrower from its obligations under the Credit Documents or consent to the transfer or assignment of such obligations;
112. amend, modify or waive any provision of this Section or Section 3.6, 3.8, 9.1(a), 10.7, 11.2, 11.3 or 11.5; or
113. reduce any percentage specified in, or otherwise modify, the definition of Required Lenders.

Notwithstanding the above, no provisions of Section 10 may be amended or modified without the consent of the Administrative Agent.

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

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11.7  Counterparts; Telecopy

This Credit Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Credit Agreement to produce or account for more than one such counterpart. Delivery of executed counterparts by facsimile shall be effective as an original and shall constitute a representation that an original will be delivered.

11.8  Headings

The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement.

11.9  Defaulting Lender

Each Lender understands and agrees that if such Lender is a Defaulting Lender then it shall not be entitled to vote on any matter requiring the consent of the Required Lenders or to object to any matter requiring the consent of all the Lenders; provided, however, that all other benefits and obligations under the Credit Documents shall apply to such Defaulting Lender.

11.10  Survival of Indemnification and Representations and Warranties

All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

11.11  GOVERNING LAW

THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each Borrower irrevocably consents to the service of process out of any competent court in any action or proceeding brought in connection with this Credit Agreement by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 11.1, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by law.

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11.12  WAIVER OF JURY TRIAL

EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

11.13  Severability

If any provision of any of the Credit Documents is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

11.14  Entirety

This Credit Agreement together with the other Credit Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the transactions contemplated herein and therein.

11.15  Binding Effect

This Credit Agreement shall become effective at such time (the "Effective Date") when all of the conditions set forth in Section 5.1 have been satisfied or waived by the Lenders and this Credit Agreement shall have been executed by each of the Borrowers and the Administrative Agent, and the Administrative Agent shall have received copies (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of each Borrower, the Administrative Agent and each Lender and their respective successors and permitted assigns.

11.16  Submission to Jurisdiction

Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Credit Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Credit Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Credit Agreement against any Borrower or its properties in the courts of any jurisdiction. Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Credit Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the Borrowers also hereby irrevocably and unconditionally waives any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

11.17  Confidentiality

Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Borrower pursuant to this Agreement that is designated by such Borrower as confidential; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any of its Affiliates, (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Assignee or participant, (c) to its employees, directors, agents, attorneys and accountants or those of any of its affiliates, (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any requirement of law, (f) if required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender's investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Credit Document. Notwithstanding anything herein to the contrary, any party subject to confidentiality obligations hereunder or under any other related document (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, such party's U.S. federal income tax treatment and the U.S. federal income tax structure of the transactions contemplated by this Credit Agreement relating to such party and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, no such party shall disclose any information relating to such tax treatment or tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws.

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11.18  Designation of SPVs

Notwithstanding anything to the contrary contained herein, any Lender, (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPV"), identified as such in writing from time to time by such Granting Lender to the Administrative Agent and the Borrowers, the option to fund all or any part of any Loan that such Granting Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to fund any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPV shall have any voting rights pursuant to Section 11.6 and (iv) with respect to notices, payments and other matters hereunder, the Borrowers, the Administrative Agent and the Lenders shall not be obligated to deal with an SPV, but may limit their communications and other dealings relevant to such SPV to the applicable Granting Lender. The funding of a Loan by an SPV hereunder shall utilize the Revolving Loan Commitment of the Granting Lender to the same extent that, and as if, such Loan were funded by such Granting Lender.

As to any Loans or portion thereof made by it, each SPV shall have all the rights that its applicable Granting Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however, that each SPV shall have granted to its Granting Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Granting Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Granting Lender as agent for such SPV.

Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.

In addition, notwithstanding anything to the contrary contained in this Credit Agreement, any SPV may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Granting Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 11.17 may not be amended without the written consent of any Granting Lender affected thereby.

[Remainder of Page Intentionally Blank]

Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written.



|DOMINION RESOURCES, INC.,
as a Borrower
By:__s/ G. Scott Hetzer_________________
Name: G. Scott Hetzer
Title: Senior Vice President & Treasurer                                                
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|VIRGINIA ELECTRIC AND POWER COMPANY,
as a Borrower
By:___/s/ G. Scott Hetzer__________
Name: G. Scott Hetzer
Title:     Senior Vice President & Treasurer                                      
|CONSOLIDATED NATURAL GAS COMPANY,
as a Borrower
By: ___/s/ G. Scott Hetzer_______________
Name: G. Scott Hetzer
Title:    Senior Vice President & Treasurer                                    
|JPMORGAN CHASE BANK, as Administrative Agent and as a Lender
By:___/s/ Robert M. Bowen, II___________
Name: Robert M. Bowen, II
Title:    Managing Director                                    
|ABN AMRO BANK N.V.
By:___/s/ John J. Mack___________
Name: John J. Mack
Title:    Senior Vice President                                                                                        
|By:____/s/ Mark A. Wesselmann_________
Name: Mark A. Wesselmann
Title:    Vice President                                                                                                       
|BANK OF AMERICA, N.A.
By:____/s/ Wade B. Sample________
Name: Wade B. Sample
Title:     Managing Director                                                                                      
|BANK ONE, NA
By:_____/s/ Jane A. Bek__________
Name: Jane A. Bek
Title:    Director                                                                                                            
|BARCLAYS BANK PLC
By:___/s/ Sydney G. Dennis________
Name: Sydney G. Dennis
Title:    Director                                                                                                 
|CITIBANK, N.A.
By:___/s/ J. Nicholas McKee_______
Name: J. Nicholas McKee
Title:    Managing Director                                                                                          
|CREDIT SUISSE FIRST BOSTON
By:____/s/ S. William Fox_________
Name: S. William Fox
Title:    Director
By:____/s/ David Dodd_________
Name: David Dodd
Title:    Associate                      
|DEUTSCHE BANK AG NEW YORK BRANCH
By:___/s/ Michael Keating_________
Name: Michael Keating
Title:    Managing Director                                                                          
|By:___/s/ Hans Narberhaus________
Name: Hans Narberhaus
Title:    Vice President                                                                                                               
|KBC-BANK
By:____/s/ Jean-Pierre Diels_________
Name: Jean-Pierre Diels
Title:    First Vice President
By:____/s/ Robert Snauffer__________
Name: Robert Snauffer
Title:    First Vice President
|KEYBANK NATIONAL ASSOCIATION
By:____/s/ Sherrie I. Manson_______
Name: Sherrie I. Manson
Title:    Vice President                                                                              
|LEHMAN BROTHERS BANK, FSB
By:____/s/ Gary T. Taylor_________
Name: Gary T. Taylor
Title:    Vice President                                                                                     
|MERRILL LYNCH BANK USA
By:___/s/ Louis Alder_____________
Name: Louis Alder
Title:    Vice President                                                                                           
|MIZUHO CORPORATE BANK, LTD
By:____/s/ Jun Shimmachi________
Name: Jun Shimmachi
Title:    Vice President                                                                                       
|MORGAN STANLEY BANK
By:____/s/ Jaap L. Tonckens_______
Name: Jaap L. Tonckens
Title:    Vice President                                                                                         
|THE BANK OF NOVA SCOTIA
By:____/s/ Frank F. Sandler________
Name: Frank F. Sandler
Title:    Managing Director                                                                                 
|THE BANK OF TOYKO-MITSUBISHI, LTD., NEW YORK BRANCH
By:___/s/ J. William Rhodes________
Name: J. William Rhodes
Title:    Authorized Signatory                                                 
|UBS AG, CAYMAN ISLANDS BRANCH
By:___/s/ Thomas R. Salzano______
Name: Thomas R. Salzano
Title:    Banking Products Services, US                                                                
|By:____/s/ Mildred V. Saint________
Name: Mildred V. Saint
Title:    Associate Director                                                                                                        
|UFJ BANK LIMITED
By:____/s/ John T. Feeney______________
Name: John T. Feeney
Title:    Vice President                                                                                         
|WACHOVIA BANK, N.A.
By:___/s/ Lawrence P. Sullivan______
Name: Lawrence P. Sullivan
Title:    Vice President                                                                                   
|WILLIAM STREET COMMITMENT CORPORATION                                                                                                                                                          
|(Recourse only to assets of William Street Commitment Corporation)
By:___/s/ Jennifer M. Hill__________
Name: Jennifer M. Hill
Title: Vice President and Chief Financial Officer