Second Supplemental Indenture


    Exhibit
      4.2 

     

    SECOND
      SUPPLEMENTAL INDENTURE 

     

    BETWEEN
      

     

    DOMINION
      RESOURCES, INC. 

     

    AND
      

     

    JPMORGAN
      CHASE BANK, N.A. 

     

    DATED
      AS OF SEPTEMBER 1, 2006 

     

    2006
      SERIES B ENHANCED JUNIOR SUBORDINATED NOTES 

     

    DUE
      SEPTEMBER 30, 2066 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS 

    
      	 	 	 
	
              ARTICLE
                I   DEFINITIONS

            	
              2

            
	
                  1.1

            	
              Definition
                of Terms.

            	
              2

            
	 	 
	
              ARTICLE
                II GENERAL TERMS AND CONDITIONS OF THE JUNIOR SUBORDINATED
                NOTES

            	
              6

            
	
                  2.1

            	
              Designation
                and Principal Amount.

            	
              6

            
	
                  2.2

            	
              Stated
                Maturity.

            	
              6

            
	
                  2.3

            	
              Form
                and Payment; Minimum Transfer Restriction.

            	
              6

            
	
                  2.4

            	
              Exchange
                and Registration of Transfer of Junior Subordinated Notes; Restrictions
                on
                Transfers; Depositary.

            	
              7

            
	
                  2.5

            	
              Interest.

            	
              8

            
	
                  2.6

            	
              Events
                of Default.

            	
              9

            
	 	 
	
              ARTICLE
                III REDEMPTION OF THE JUNIOR SUBORDINATED NOTES

            	
              10

            
	
                  3.1

            	
              Tax
                Event Redemption.

            	
              10

            
	
                  3.2

            	
              Optional
                Redemption by Company.

            	
              10

            
	
                  3.3

            	
              Notice
                of Redemption.

            	
              10

            
	 	 
	
              ARTICLE
                IV OPTION TO DEFER INTEREST PAYMENTS

            	
              10

            
	
                  4.1

            	
              Option
                to Defer Interest Payments.

            	
              10

            
	
                  4.2

            	
              Notice
                of Extension.

            	
              11

            
	 	 
	
              ARTICLE
                V EXPENSES

            	
              11

            
	
                  5.1

            	
              Payment
                of Expenses.

            	
              11

            
	
                  5.2

            	
              Payment
                Upon Resignation or Removal.

            	
              12

            
	 	 
	
              ARTICLE
                VI FORM OF JUNIOR SUBORDINATED NOTE

            	
              12

            
	
                  6.1

            	
              Form
                of Junior Subordinated Note.

            	
              12

            
	 	 
	
              ARTICLE
                VII ORIGINAL ISSUE OF JUNIOR SUBORDINATED NOTES

            	
              12

            
	
                  7.1

            	
              Original
                Issue of Junior Subordinated Notes.

            	
              12

            
	 	 
	
              ARTICLE
                VIII MISCELLANEOUS

            	
              12

            
	
                  8.1

            	
              Ratification
                of Indenture; Second Supplemental Indenture
                Controls.

            	
              12

            
	
                  8.2

            	
              Trustee
                Not Responsible for Recitals.

            	
              13

            
	
                  8.3

            	
              Governing
                Law.

            	
              13

            
	
                  8.4

            	
              Separability.

            	
              13

            
	
                  8.5

            	
              Counterparts.

            	
              13

            
	 	 
	
              EXHIBIT
                A

            	
              1

            


    

    ii


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECOND
      SUPPLEMENTAL INDENTURE 

     

    THIS
      SECOND SUPPLEMENTAL INDENTURE,
      dated as
      of September 1, 2006 (the "Second Supplemental Indenture"), is between
      DOMINION RESOURCES, INC., a Virginia corporation (the "Company"), and JPMORGAN
      CHASE BANK, N.A., as trustee (the "Trustee") under the Junior Subordinated
      Indenture II, dated as of June 1, 2006, between the Company and the Trustee
      (the "Base Indenture" and, together with the First Supplemental Indenture dated
      as of June 1, 2006 and this Second Supplemental Indenture, the
      "Indenture"). 

     

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

     

    WHEREAS,
      pursuant
      to the terms of the Base Indenture, the Company desires to provide for the
      establishment of a series of its Notes, to be known as its 2006 Series B
      Enhanced Junior Subordinated Notes due September 30, 2066 (the "Junior
      Subordinated Notes"), the form and substance of such Junior Subordinated Notes
      and the terms, provisions and conditions thereof to be set forth as provided
      in
      the Base Indenture and this Second Supplemental Indenture; 

     

    WHEREAS,
      the
      Company desires that this series of Junior Subordinated Notes be originally
      issued on September 29, 2006 pursuant to the Indenture and sold pursuant to
      the Underwriting Agreement (as defined below); 

     

    WHEREAS,
      the
      Company has offered to the purchasers (the "Underwriters") named in Schedule
      I
      to the Underwriting Agreement, dated September 26, 2006 (the "Underwriting
      Agreement"), between the Underwriters and the Company $500,000,000 aggregate
      principal amount of its Junior Subordinated Notes; and 

     

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

     

    NOW,
      THEREFORE, in
      consideration of the purchase and acceptance of the Junior Subordinated Notes
      by
      the holders, and for the purpose of setting forth, as provided in the Base
      Indenture, the form and substance of the Junior Subordinated Notes and the
      terms, provisions and conditions thereof, the Company covenants and agrees
      with
      the Trustee as follows: 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      I 

    DEFINITIONS
      

     

    1.1
      Definition of Terms.
      For all
      purposes of this Second Supplemental Indenture, except as otherwise expressly
      provided or unless the context otherwise requires: 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    "Calculation
      Agent" means JPMorgan Chase Bank, N.A., or its successor appointed by the
      Company, acting as calculation agent. 

     

    "Comparable
      Treasury Issue" means, with respect to any redemption date, the United States
      Treasury security selected by the Quotation Agent as having a maturity
      comparable to the time period from the redemption date to September 30,
      2011 that would be utilized, at the time of selection and in accordance with
      customary financial practice, in pricing new issues of corporate debt securities
      with a term to maturity comparable to such time period. If no United States
      Treasury security has a maturity which is within a period from three months
      before to three months after September 30, 2011, the two most closely
      corresponding United States Treasury securities shall be used as the Comparable
      Treasury Issue, and the Treasury Rate shall be interpolated or extrapolated
      on a
      straight-line basis, rounding to the nearest month using such securities.


    


    2


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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


     

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

     

    "Definitive
      Note Certificates" means Notes issued in definitive, fully registered form.
      

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    "LIBOR
      Business Day" means any Business Day on which dealings in deposits in U.S.
      Dollars are transacted in the London Inter-Bank Market. 

     

    "LIBOR
      Interest Determination Date" means the second LIBOR Business Day preceding
      each
      LIBOR Rate Reset Date. 

     

    "LIBOR
      Rate Reset Date" means, subject to Section 2.5(b), the 30th
      day of
      the months of March, June, September and December of each year commencing on
      September 30, 2011. 

     

    "Make-Whole
      Amount" means an amount equal to the greater of (i) 100% of the principal
      amount of the Junior Subordinated Notes or (ii) as determined by a
      Quotation Agent as of the redemption date, the sum of the present value of
      each
      scheduled payment of interest on the Junior Subordinated Notes from the
      redemption date to September 30, 2011 and the present value of the
      principal amount of the Junior Subordinated Notes assuming, solely for purposes
      of this calculation, a scheduled payment of such principal on September 30,
      2011, discounted to the redemption date on a semi-annual basis (assuming a
      360-day year consisting of twelve 30-day months) at a discount rate equal to
      the
      Treasury Rate plus 25 basis points. 

     

    3


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    "Optional
      Deferral Period" has the meaning specified in Section 4.1. 

     

    "Optional
      Redemption Price" has the meaning specified in Section 3.2. 

     

    "Primary
      Treasury Dealer" has the meaning specified in the definition of Quotation Agent
      below. 

     

    "Quotation
      Agent" means one of Lehman Brothers Inc., Morgan Stanley & Co.
      Incorporated, Goldman, Sachs & Co., Merrill Lynch, Pierce,
      Fenner & Smith Incorporated, one other primary United States Government
      securities dealer in New York City (a "Primary Treasury Dealer") selected by
      Wachovia Capital Markets, LLC and their respective successors as selected by
      the
      Company; provided, however, that if all of these firms cease to be a Primary
      Treasury Dealer, the Company shall substitute another Primary Treasury Dealer
      as
      Quotation Agent. 

     

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

     

    "Reference
      Treasury Dealer" means (i) Lehman Brothers Inc., Morgan Stanley &
Co. Incorporated, Goldman, Sachs & Co., Merrill Lynch, Pierce,
      Fenner & Smith Incorporated, one other Primary Treasury Dealer selected
      by Wachovia Capital Markets, LLC and their respective successors; provided,
      however, that if any of these firms shall cease to be a Primary Treasury Dealer,
      the Company shall substitute another Primary Treasury Dealer for that firm;
      and
      (ii) up to two other Primary Treasury Dealers selected by the Company.


     

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

     

    "Stated
      Maturity" has the meaning specified in Section 2.2. 

     

    "Tax
      Event" means the receipt by the Company of an opinion of independent tax counsel
      experienced in such matters ("Tax Event Opinion"), to the effect that, as a
      result of (a) any amendment to, change in or announced prospective change
      in the laws (or any regulations thereunder) of the United States or any
      political subdivision or taxing authority thereof or therein, or (b) any
      official administrative written decision, pronouncement or action, or judicial
      decision interpreting or applying such laws or regulations, which amendment
      or
      change is effective or which proposed change, pronouncement, decision or action
      is announced on or after the date of original issuance of the Junior
      Subordinated Notes, there is more than an insubstantial risk that interest
      payable by the Company on the Junior Subordinated Notes is not or within 90
      days
      of the date of such opinion, will not be deductible, in whole or in part, by
      the
      Company for United States federal income tax purposes. 

    


    4


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    "Tax
      Event Make-Whole Amount" means an amount equal to the greater of (i) 100%
      of the principal amount of the Junior Subordinated Notes or (ii) as
      determined by a Quotation Agent as of the redemption date, the sum of the
      present value of each scheduled payment of interest on the Junior Subordinated
      Notes from the redemption date to September 30, 2011 and the present value
      of the principal amount of the Junior Subordinated Notes assuming, solely for
      purposes of this calculation, a scheduled payment of such principal on
      September 30, 2011, discounted to the redemption date on a semi-annual
      basis (assuming a 360-day year consisting of twelve 30-day months) at a discount
      rate equal to the Treasury Rate plus 50 basis points. 

     

    "Tax
      Event Opinion" has the meaning specified in the definition of Tax Event above.
      

     

    "Telerate
      Page 3750" means the display designated as "Telerate page 3750" on Moneyline
      Telerate, Inc. (or such other page as may replace "Telerate page 3750" on such
      service) or such other service displaying the London Inter-Bank offered rates
      of
      major banks, as may replace Moneyline Telerate, Inc. 

     

    "Three-Month
      LIBOR Rate" means the rate determined in accordance with the following
      provisions: 

     

    (1)
      On
      the LIBOR Interest Determination Date, the Calculation Agent or its affiliate
      will determine the Three-Month LIBOR Rate which shall be the rate for deposits
      in U.S. Dollars having a three-month maturity which appears on the Telerate
      Page
      3750 as of 11:00 a.m., London time, on the LIBOR Interest Determination Date.
      

     

    (2)
      If no
      rate appears on Telerate Page 3750 on the LIBOR Interest Determination Date,
      the
      Calculation Agent or its affiliate will request the principal London offices
      of
      four major reference banks in the London Inter-Bank Market, to provide it with
      their offered quotations for deposits in U.S. Dollars for the period of three
      months, commencing on the applicable LIBOR Rate Reset Date, to prime banks
      in
      the London Inter-Bank Market at approximately 11:00 a.m., London time, on that
      LIBOR Interest Determination Date and in a principal amount that is
      representative for a single transaction in U.S. Dollars in that market at that
      time. If at least two quotations are provided, then the Three-Month LIBOR Rate
      will be the average (rounded, if necessary, to the nearest one hundredth (0.01)
      of a percent) of those quotations. If fewer than two quotations are provided,
      then the Three-Month LIBOR Rate will be the average (rounded, if necessary,
      to
      the nearest one hundredth (0.01) of a percent) of the rates quoted at
      approximately 11:00 a.m., New York City time, on the LIBOR Interest
      Determination Date by three major banks in New York City selected by the
      Calculation Agent or its affiliate for loans in U.S. Dollars to leading European
      banks, having a three-month maturity and in a principal amount that is
      representative for a single transaction in U.S. Dollars in that market at that
      time. If the banks selected by the Calculation Agent or its affiliate are not
      providing quotations in the manner described by this paragraph, the rate for
      the
      quarterly interest period following the LIBOR Interest Determination Date will
      be the rate in effect on that LIBOR Interest Determination Date. 

    


    5


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "Treasury
      Rate" means (i) the yield, under the heading which represents the average
      for the immediately preceding week, appearing in the most recently published
      statistical release designated "H.15(519)" or any successor publication which
      is
      published weekly by the Federal Reserve and which establishes yields on actively
      traded United States Treasury securities adjusted to constant maturity under
      the
      caption "Treasury Constant Maturities," for the maturity corresponding to the
      time period from the redemption date to September 30, 2011, (if no maturity
      is within three months before or after such time period, yields for the two
      published maturities most closely corresponding to such time period shall be
      determined by the Quotation Agent and the Treasury Rate shall be interpolated
      or
      extrapolated from such yields on a straight-line basis, rounding to the nearest
      month) or (ii) if such release (or any successor release) is not published
      during the week preceding the calculation date or does not contain such yields,
      the rate per annum equal to the semi-annual equivalent yield to maturity of
      the
      Comparable Treasury Issue, calculated using a price for the Comparable Treasury
      Issue (expressed as a percentage of its principal amount) equal to the
      Comparable Treasury Price for such redemption date. The Treasury Rate shall
      be
      calculated on the third Business Day preceding the redemption date.


     

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

     

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

     

    ARTICLE
      II 

    GENERAL
      TERMS AND CONDITIONS OF THE JUNIOR SUBORDINATED NOTES 

     

    2.1
      Designation and Principal Amount.
      There is
      hereby authorized a new series of Notes, to be designated the "2006 Series
      B
      Enhanced Junior Subordinated Notes due September 30, 2066," in the initial
      aggregate principal amount of $500,000,000, which amount shall be set forth
      in
      any written orders of the Company for the authentication and delivery of Junior
      Subordinated Notes pursuant to Section 2.1 of the Base Indenture and
      Section 7.1 hereof. Additional Junior Subordinated Notes without limitation
      as to amount, and without the consent of the holders of the then Outstanding
      Junior Subordinated Notes, may also be authenticated and delivered in the manner
      provided in Section 2.1 of the Base Indenture. Any such additional Junior
      Subordinated Notes will have the same Stated Maturity and other terms as those
      initially issued and shall be consolidated with and part of the same series
      of
      Notes as the Junior Subordinated Notes initially issued under this Second
      Supplemental Indenture. 

     

    2.2
      Stated Maturity.
      The
      Stated Maturity of the Junior Subordinated Notes is September 30, 2066,
      which may not be shortened or extended. 

     

    2.3
      Form and Payment; Minimum Transfer Restriction. 

     

    (a)
      The
      Junior Subordinated Notes shall be issued in fully registered definitive form
      without coupons in minimum denominations of $1,000 and integral multiples of
      $1,000 in excess thereof. Principal and interest on the Junior Subordinated
      Notes will be payable, the transfer of such Junior Subordinated Notes will
      be
      registrable and such Junior Subordinated Notes will be exchangeable for Junior
      Subordinated Notes bearing identical terms and provisions at the principal
      office of the Trustee; provided, however, that payment of interest may be made
      at the option of the Company by check mailed to the Person entitled thereto
      at
      such address as shall appear in the Register or by transfer to an account
      maintained by the Person entitled thereto as specified in the Register, provided
      that proper transfer instructions have been received by the Paying Agent by
      the
      Record Date. The Register for the Junior Subordinated Notes shall be kept at
      the
      principal office of the Trustee, and the Trustee is hereby appointed registrar
      and Paying Agent for the Junior Subordinated Notes. 

     

    6

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



     

    


     

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

     

    2.4
      Exchange and Registration of Transfer of Junior Subordinated Notes; Restrictions
      on Transfers; Depositary.
      The
      Junior Subordinated Notes will be issued to the holders in accordance with
      the
      following procedures: 

     

    (a)
      So
      long as Junior Subordinated Notes are eligible for book-entry settlement with
      the Depositary, or unless required by law, all Junior Subordinated Notes that
      are so eligible will be represented by one or more Junior Subordinated Notes
      in
      global form (a "Global Note") registered in the name of the Depositary or the
      nominee of the Depositary. Except as provided in Section 2.4(c) below,
      beneficial owners of a Global Note shall not be entitled to have Definitive
      Note
      Certificates registered in their names, will not receive or be entitled to
      receive physical delivery of Definitive Note Certificates and will not be
      registered holders of such Global Notes. 

     

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

     

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


    


    7


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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


     

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

     

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

     

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

     

    2.5
      Interest. 

     

    (a)
      Each
      Junior Subordinated Note will bear interest at (i) the rate of
      6.30% per annum (the "Fixed Coupon Rate") until September 30, 2011
      (the "Fixed Rate Period"), and (ii) the Three-Month LIBOR Rate plus
      2.30% per annum, reset quarterly on the LIBOR Rate Reset Dates (the
      "Floating Coupon Rate" and, together with the Fixed Coupon Rate, the "Coupon
      Rate"), from September 30, 2011 up to, but not including, the Stated
      Maturity (the "Floating Rate Period"), and will bear interest on any overdue
      principal at the then prevailing Coupon Rate and (to the extent that payment
      of
      such interest is enforceable under applicable law) on any overdue installment
      of
      interest at the then prevailing Coupon Rate ("Additional Interest"), compounded
      semi-annually for the Fixed Rate Period and quarterly for the Floating Rate
      Period, payable (subject to the provisions of Article IV) semi-annually in
      arrears on the 30th
      day of
      March and September of each year during the Fixed Rate Period and quarterly
      in
      arrears on
      the
      30th
      day of
      March, June, September and December of each year during the Floating Rate Period
      (each, an "Interest Payment Date"), commencing on March 30, 2007 for the
      Fixed Rate Period and December 30, 2011 for the Floating Rate Period to the
      Person in whose name such Junior Subordinated Note is registered, subject to
      certain exceptions, at the close of business on the Record Date next preceding
      such Interest Payment Date. The "Record Date" for payment of interest will
      be
      the Business Day next preceding the Interest Payment Date, unless such Junior
      Subordinated Note is registered to a holder other than the Depositary or a
      nominee of the Depositary, in which case the Record Date for payment of interest
      will be the fifteenth calendar day preceding the applicable Interest Payment
      Date, whether or not a Business Day. 

     

     

    8

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



     

    


     

    (b)
      During the Fixed Rate Period, the amount of interest payable for any period
      will
      be computed on the basis of a 360-day year of twelve 30-day months, and during
      the Floating Rate Period, the amount of interest payable for any period will
      be
      computed on the basis of the actual number of days in the relevant period
      divided by 360. During the Fixed Rate Period, if an Interest Payment Date,
      redemption date or the Stated Maturity of the Junior Subordinated Notes falls
      on
      a day that is not a Business Day, the payment of interest and principal will
      be
      made on the next succeeding Business Day, and no interest on such payment will
      accrue for the period from and after the Interest Payment Date, redemption
      date
      or the Stated Maturity, as applicable. During the Floating Rate Period, if
      any
      Interest Payment Date, other than a redemption date or the Stated Maturity
      of
      the Junior Subordinated Notes, falls on a day that is not a Business Day, the
      Interest Payment Date will be postponed to the next day that is a Business
      Day,
      except that if that Business Day is in the next succeeding calendar month,
      the
      Interest Payment Date will be the immediately preceding Business Day. Also,
      if a
      redemption date or the Stated Maturity of the Junior Subordinated Notes falls
      on
      a day that is not a Business Day, the payment of interest and principal will
      be
      made on the next succeeding Business Day, and no interest on such payment will
      accrue for the period from and after a redemption date or the Stated Maturity.
      During the Floating Rate Period, if any LIBOR Rate Reset Date falls on a day
      that is not a Business Day, the LIBOR Rate Reset Date will be postponed to
      the
      next day that is a Business Day, except that if that Business Day is in the
      next
      succeeding calendar month, the LIBOR Rate Reset Date will be the immediately
      preceding Business Day. During the Floating Rate Period, the interest rate
      in
      effect on any LIBOR Rate Reset Date will be the applicable rate as reset on
      that
      date and the interest rate applicable to any other day will be the interest
      rate
      as reset on the immediately preceding LIBOR Rate Reset Date. 

     

    2.6
      Events of Default.
      An Event
      of Default as defined in the Indenture shall be an Event of Default with respect
      to the Junior Subordinated Notes provided that the nonpayment of interest for
      so
      long as and to the extent that interest is permitted to be deferred pursuant
      to
      Article IV herein shall not be deemed to be a default in the payment of interest
      for the purposes of Article VI of the Base Indenture and shall not otherwise
      be
      deemed an Event of Default with respect to the Junior Subordinated Notes. For
      the avoidance of doubt, and without prejudice to any other remedies that may
      be
      available to the Trustee or the holders of the Junior Subordinated Notes, no
      breach by the Company of any covenant or obligation under the Indenture or
      the
      terms of the Junior Subordinated Notes shall be an Event of Default except
      those
      that are specifically identified as an Event of Default under the Indenture.
      

    


    ARTICLE
      III 

    REDEMPTION
      OF THE JUNIOR SUBORDINATED NOTES 

     

    3.1
      Tax Event Redemption.
      If a Tax
      Event shall occur and be continuing, the Company may redeem the Junior
      Subordinated Notes within 90 days after the occurrence of that Tax Event, in
      whole but not in part, before September 30, 2011, at the Tax Event
      Make-Whole Amount plus accrued and unpaid interest thereon, if any, to but
      excluding the redemption date. The Tax Event Make-Whole Amount shall be paid
      prior to 2:30 p.m., New York City time, on the date of such redemption, provided
      that the Company shall deposit with the Trustee an amount sufficient to pay
      the
      Tax Event Make-Whole Amount by 11:00 a.m., New York City time, on the date
      such
      Tax Event Make-Whole Amount is to be paid. The Company will notify the Trustee
      of the amount of the Tax Event Make-Whole Amount promptly after the calculation
      thereof, and the Trustee will not be responsible for such calculation.


     

    9

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



     

    


     

    3.2
      Optional Redemption by Company.
      The
      Company shall have the option to redeem the Junior Subordinated Notes
      (i) at any time, in whole or in part, at 100% of their principal amount
      (the "Optional Redemption Price") plus accrued and unpaid interest thereon,
      if
      any, to but excluding the redemption date on one or more occasions on or after
      September 30, 2011 or (ii) at any time, in whole or in part, before
      September 30, 2011 at the Make-Whole Amount plus accrued and unpaid
      interest thereon, if any, to but excluding the redemption date. The Optional
      Redemption Price or the Make-Whole Amount, as applicable, shall be paid prior
      to
      2:30 p.m., New York City time, on the date of such redemption, provided that
      the
      Company shall deposit with the Trustee an amount sufficient to pay the Optional
      Redemption Price or the Make-Whole Amount, as applicable, by 11:00 a.m.,
      New York City time, on the date such Optional Redemption Price or the Make-Whole
      Amount, as applicable, is to be paid. The Company will notify the Trustee of
      the
      amount of the Make-Whole Amount promptly after the calculation thereof, and
      the
      Trustee will not be responsible for such calculation. 

     

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


     

    ARTICLE
      IV 

    OPTION
      TO DEFER INTEREST PAYMENTS 

     

    4.1
      Option to Defer Interest Payments.
      At the
      Company’s option, it may, on one or more occasions, defer payment of all or part
      of the current and accrued interest otherwise due on the Junior Subordinated
      Notes for a period of up to 10 consecutive years (each period, commencing on
      the
      date that the first such interest payment would otherwise have been made, an
      "Optional Deferral Period"). A deferral of interest payments may not extend
      beyond the Stated Maturity of the Junior Subordinated Notes, and the Company
      may
      not begin a new Optional Deferral Period and may not pay current interest on
      the
      Junior Subordinated Notes until it has paid all accrued interest on the Junior
      Subordinated Notes from the previous Optional Deferral Period. 

    


    10


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Any
      deferred interest on the Junior Subordinated Notes will accrue Additional
      Interest at a rate equal to the Coupon Rate then applicable to the Junior
      Subordinated Notes, to the extent permitted by applicable law. Once the Company
      pays all deferred interest payments on the Junior Subordinated Notes, including
      any Additional Interest accrued on the deferred interest, it shall be entitled
      to again defer interest payments on the Junior Subordinated Notes as described
      above, but not beyond the Stated Maturity of the Junior Subordinated Notes.
      

     

    Unless
      the Company has paid all accrued and payable interest on the Junior Subordinated
      Notes, it will not and its Subsidiaries shall not do any of the following:
      

    
      
        	
                 

                •

              	
                 

                declare
                  or pay any dividends or distributions, or redeem, purchase, acquire,
                  or
                  make a liquidation payment on any of the Company’s capital stock;
                  

              
	
                 

                •

              	
                 

                make
                  any payment of principal of or interest or premium, if any, on
                  or repay,
                  repurchase or redeem any of its debt securities that rank on a
                  parity with
                  or junior to the Junior Subordinated Notes (including debt securities
                  of
                  other series issued under the Base Indenture); or 

              
	
                 

                •

              	
                 

                make
                  any guarantee payments on any guarantee of debt securities if the
                  guarantee ranks on a parity with or junior to the Junior Subordinated
                  Notes. 

              


      

       

      However,
        at any time, including during an Optional Deferral Period, the Company may:
        

      
        	
                 

                •

              	
                 

                pay
                  stock dividends or distributions in additional shares of its capital
                  stock; 

              
	
                 

                •

              	
                 

                declare
                  or pay a dividend in connection with the implementation of a shareholders’
                  rights plan, or issue stock under such a plan or repurchase such
                  rights;
                  and 

              
	
                 

                •

              	
                 

                purchase
                  common stock for issuance pursuant to any employee benefit plans
                  or
                  dividend reinvestment and direct stock purchase plans.
                  

              


      

    

     

    4.2
      Notice of Extension.
      The
      Company shall give the Trustee written notice of any optional deferral of
      interest at least 10 Business Days and not more than 60 Business Days prior
      to
      the applicable Interest Payment Date. The Trustee shall forward such notice
      promptly to each holder of record of Junior Subordinated Notes. 

     

    ARTICLE
      V 

    EXPENSES
      

     

    5.1
      Payment of Expenses.
      In
      connection with the offering, sale and issuance of the Junior Subordinated
      Notes, the Company shall: 

     

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

    


    (b)
      be
      primarily liable for any indemnification obligations arising with respect to
      the
      Underwriting Agreement. 

     

    11

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



     

    5.2
      Payment Upon Resignation or Removal.
      Upon
      termination of this Second Supplemental Indenture or the Base Indenture or
      the
      removal or resignation of the Trustee pursuant to Section 7.10 of the Base
      Indenture, the Company shall pay to the Trustee all amounts owed to it under
      Section 7.6 of the Base Indenture accrued to the date of such termination,
      removal or resignation. 

     

    ARTICLE
      VI 

    FORM
      OF JUNIOR SUBORDINATED NOTE 

     

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

     

    ARTICLE
      VII 

    ORIGINAL
      ISSUE OF JUNIOR SUBORDINATED NOTES 

     

    7.1
      Original Issue of Junior Subordinated Notes.
      Junior
      Subordinated Notes in the initial aggregate principal amount of up to
      $500,000,000 may be executed by the Company and delivered to the Trustee for
      authentication by it, and the Trustee shall thereupon authenticate and deliver
      said Junior Subordinated Notes to or upon the written order of the Company,
      signed by any Officer of the Company, without any further corporate action
      by
      the Company. Additional Junior Subordinated Notes without limitation as to
      amount, and without the consent of the holders of the then Outstanding Junior
      Subordinated Notes, may also be authenticated and delivered in the manner
      provided in Section 2.1 of the Base Indenture. Any such additional Junior
      Subordinated Notes will have the same Stated Maturity and other terms as those
      initially issued and shall be consolidated with and part of the same series
      of
      Notes as the Junior Subordinated Notes initially issued under this Second
      Supplemental Indenture. 

     

    ARTICLE
      VIII 

    MISCELLANEOUS
      

     

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

     

    12


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    8.2
      Trustee Not Responsible for Recitals.
      The
      recitals herein contained are made by the Company and not by the Trustee, and
      the Trustee assumes no responsibility for the correctness thereof. The Trustee
      makes no representation as to the validity or sufficiency of this Second
      Supplemental Indenture. 

     

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


     

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

     

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

     

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

    


    
      	 	
              DOMINION
                RESOURCES, INC.

            
	 	 
	
              By:

            	
              /s/G.
                Scott Hetzer

            
	
              Name:

            	
              G.
                Scott Hetzer

            
	
              Title:

            	
              Senior
                Vice President and Treasurer

            
	 	 
	 	
              JPMORGAN
                CHASE BANK, N.A., as Trustee

            
	 	 
	
              By:

            	
              /s/Carol
                Ng

            
	
              Name:

            	
              Carol
                Ng

            
	
              Title:

            	
              Vice
                President

            


    

    


    


    13


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A


     

    (FORM
      OF
      FACE OF JUNIOR SUBORDINATED NOTE) 

     

    [THIS
      NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
      TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY.
      THIS NOTE IS EXCHANGEABLE FOR JUNIOR SUBORDINATED NOTES REGISTERED IN THE NAME
      OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
      CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
      THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
      DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
      NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
      CIRCUMSTANCES.]*
      

     

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

     

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

     

     

    * Insert
      in
      Global Notes. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 
	
              DOMINION
                RESOURCES, INC.

            


    

     

    [Up
      to]*
      $                     

     

    2006
      SERIES B ENHANCED JUNIOR SUBORDINATED 

    NOTE
      DUE SEPTEMBER 30, 2066 

     

    Dated:                     

     

    
      	 	 	 
	
              NUMBER
                            

            	
               

              [CUSIP
                NO:                         ]

               

            


    

     

    Registered
      Holder: 

     

    DOMINION
      RESOURCES, INC., a corporation duly organized and existing under the laws of
      the
      Commonwealth of Virginia (herein referred to as the "Company," which term
      includes any successor corporation under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to the Registered Holder named above,
      the principal sum [of                                    
      Dollars]**[specified
      in the Schedule annexed hereto]*** on September 30, 2066 (the "Stated
      Maturity"), in such coin or currency of the United States of America as at
      the
      time of payment is legal tender for the payment of public and private debt.
      The
      Company further promises to pay to the registered Holder of this note (the
      "Note") as hereinafter provided (a) interest on said principal sum (subject
      to deferral as set forth herein) at the rate of 6.30% per annum, in like
      coin or currency, semi-annually in arrears on the 30th
      day of
      March and September until September 30, 2011 and at the rate per annum
      equal to the Three-Month LIBOR Rate plus 2.30% (determined in the manner set
      forth in the Second Supplemental Indenture hereinafter referred to), reset
      quarterly on the LIBOR Rate Reset Dates, in like coin or currency, quarterly
      in
      arrears on the 30th
      day of
      March, June, September and December (each an "Interest Payment Date") commencing
      March 30, 2007 in the first instance and December 30, 2011 in the
      second instance, from the Interest Payment Date next preceding the date hereof
      to which interest has been paid or duly provided for (unless (i) no
      interest has yet been paid or duly provided for on this Note, in which case
      from
      September 29, 2006, or (ii) the date hereof is before an Interest
      Payment Date but after the related Record Date (as defined below), in which
      case
      from such following Interest Payment Date; provided, however, that if the
      Company shall default in payment of the interest due on such following Interest
      Payment Date, then from the next preceding Interest Payment Date to which
      interest has been paid or duly provided for or if no interest has yet been
      paid
      or duly provided for on this Note, in which case from 

    ____________

    * Insert
      in
      Global Notes. 

    ** Insert
      in
      Notes other than Global Notes. 

    *** Insert
      in
      Global Notes. 

     

    A-2


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    September 29,
      2006), until the principal hereof is paid or duly provided for, plus
      (b) Additional Interest, as defined
      in the Indenture, to the extent permitted by applicable law, on any interest
      payment that is not made on the applicable Interest Payment Date, which shall
      accrue at the then prevailing rate per annum borne by this Note, compounded
      semi-annually or quarterly, as applicable. 

     

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

     

    At
      the
      Company’s option, it may, on one or more occasions, defer payment of all or part
      of the current and accrued interest otherwise due on the Junior Subordinated
      Notes for a period of up to 10 consecutive years (each period, commencing on
      the
      date that the first such interest payment would otherwise have been made, an
      "Optional Deferral Period"). A deferral of interest payments may not extend
      beyond the Stated Maturity of the Junior Subordinated Notes, and the Company
      may
      not begin a new Optional Deferral Period and may not pay current interest on
      the
      Junior Subordinated Notes until it has paid all accrued interest on the Junior
      Subordinated Notes from the previous Optional Deferral Period. 

     

    Any
      deferred interest on the Junior Subordinated Notes will accrue Additional
      Interest at a rate equal to the Coupon Rate then applicable to the Junior
      Subordinated Notes, to the extent permitted by applicable law. Once the Company
      pays all deferred interest payments on the Junior Subordinated Notes, including
      any Additional Interest accrued on the deferred interest, it shall be entitled
      to again defer interest payments on the Junior Subordinated Notes as described
      above, but not beyond the Stated Maturity of the Junior Subordinated Notes.
      

     

    Unless
      the Company has paid all accrued and payable interest on the Junior Subordinated
      Notes, it will not and its Subsidiaries shall not do any of the following:
      

    
      
        	
                 

                •

              	
                 

                declare
                  or pay any dividends or distributions, or redeem, purchase, acquire,
                  or
                  make a liquidation payment on any of the Company’s capital stock;
                  

              
	
                 

                •

              	
                 

                make
                  any payment of principal of or interest or premium, if any, on
                  or repay,
                  repurchase or redeem any of its debt securities that rank on a
                  parity with
                  or junior to the Junior Subordinated Notes (including debt securities
                  of
                  other series issued under the Base Indenture); or
                  

              


      

    

    


    A-3


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              •

            	
              make
                any guarantee payments on any guarantee of debt securities if the
                guarantee ranks on a parity with or junior to the Junior Subordinated
                Notes. 

            


    

     

    However,
      at any time, including during an Optional Deferral Period, the Company may:
      

    
      	
               

              •

            	
               

              pay
                stock dividends or distributions in additional shares of its capital
                stock; 

            
	
               

              •

            	
               

              declare
                or pay a dividend in connection with the implementation of a shareholders’
                rights plan, or issue stock under such a plan or repurchase such
                rights;
                and 

            
	
               

              •

            	
               

              purchase
                common stock for issuance pursuant to any employee benefit plans
                or
                dividend reinvestment and direct stock purchase plans.
                

            


    

     

        The
      Company shall
      give the Trustee written notice of any optional deferral of interest at least
      10
      Business Days and not more than 60 Business Days prior to the applicable
      Interest Payment Date. The Trustee shall forward such notice promptly to each
      holder of record of Junior Subordinated Notes. 

     

    This
      Note
      is issued pursuant to the Junior Subordinated Indenture II (the "Original
      Indenture"), dated as of June 1, 2006, between the Company, as issuer, and
      JPMorgan Chase Bank, N.A., a national banking association, as trustee, as
      supplemented by a First Supplemental Indenture dated as of June 1, 2006 and
      a Second Supplemental Indenture (the "Second Supplemental Indenture") dated
      as
      of September 1, 2006 (as so supplemented and as further supplemented or
      amended from time to time, the "Indenture"). Reference is made to the Indenture
      for a description of the respective rights, limitations of rights, obligations,
      duties and immunities thereunder of the Trustee, the Company and the Holders
      (the word "Holder" or "Holders" meaning the registered holder or registered
      holders) of the Notes. Capitalized terms used herein but not defined herein
      shall have the respective meanings assigned thereto in the Original Indenture
      as
      supplemented by the Second Supplemental Indenture. 

     

    The
      Notes
      of this series shall have an initial aggregate principal amount of Five Hundred
      Million Dollars ($500,000,000). 

     

    The
      Notes
      evidenced by this Certificate may be transferred or exchanged only in minimum
      denominations of $1,000 and integral multiples of $1,000 in excess thereof,
      and
      any attempted transfer, sale or other disposition of Notes in a denomination
      of
      less than $1,000 shall be deemed to be void and of no legal effect whatsoever.
      

     

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


    


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

    


    A-4


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, DOMINION RESOURCES, INC. has caused this instrument to be
      duly
      executed. 

     

    
      	 	 	 
	
              Dated:

            	
              DOMINION
                RESOURCES, INC.

            
	 	 	 
	
               

            	
              By:

            	
               

            
	
               

            	
              Name:

            	
               

            
	
               

            	
              Title:

            	
               

            


    

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION 

     

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

     

    
      	 	 
	
              JPMORGAN
                CHASE BANK, N.A., as Trustee

            
	 	 
	
              By:

            	 
	 	
              Authorized
                Officer

            


    

     

    


    


    A-5


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REVERSE
      OF NOTE 

     

    As
      provided in and subject to the provisions in the Indenture, the Company shall
      have the option to redeem the Notes of this series at any time on or after
      September 30, 2011, in whole or in part, at the Optional Redemption Price
      and in whole or in part, before September, 30, 2011 at the Make-Whole Amount
      plus, in each case, accrued and unpaid interest thereon, if any, to but
      excluding the redemption date. In addition, if a Tax Event shall occur and
      be
      continuing, the Company may redeem the Notes of this series within 90 days
      after
      the occurrence of that Tax Event, in whole but not in part, before
      September 30, 2011, at the Tax Event Make-Whole Amount plus accrued and
      unpaid interest thereon, if any, to but excluding the redemption date.


     

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

     

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

     

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

     

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

     

    A-6


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    No
      recourse shall be had for the payment of the principal of or interest on this
      Note, or for any claim based hereon or otherwise in respect hereof, or based
      on
      or in respect of the Indenture or any indenture supplemental thereto, against
      any stockholder, officer, director or employee, as such, past, present or
      future, of the Company or of any successor corporation, either directly or
      through the Company, whether by virtue of any constitution, statute or rule
      of
      law, or by the enforcement of any assessment or penalty or otherwise, all such
      liability being, by the acceptance hereof and as a part of the consideration
      for
      the issue hereof, expressly waived and released. 

     

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

     

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

    


    


    


    A-7


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 
	
               

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

               

            
	 
	
               

              ___________________________________________________________________________________________________________.

               

            
	 
	
               

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

               

            
	 
	
               

              ___________________________________________________________________________________________________________.

               

            
	 
	
               

              ___________________________________________________________________________________________________________.

               

            
	 
	
               

              ___________________________________________________________________________________________________________.

               

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

               

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

               

            
	 
	
               

              ___________________________________________________________________________________________________________.

               

            
	 
	
               

              ___________________________________________________________________________________________________________.

               

            
	 
	
               

              ___________________________________________________________________________________________________________.

               

            
	 
	
               

            
	 
	
               

              ___________________________________________________________________________________________________________.

               

            
	 
	
               

              ___________________________________________________________________________________________________________.

               

            
	 
	
               

              ___________________________________________________________________________________________________________.

               

            


    

     

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

     

    Dated:
                                       ,
                   

     

    
      	 
	
               

                

            


    

     

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

     

    A-8


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    [FORM
      OF
      SCHEDULE FOR ENDORSEMENTS ON GLOBAL NOTES TO REFLECT 

    CHANGES
      IN PRINCIPAL AMOUNT]*
      

     

    The
      initial principal amount of this Note is: $                                     

     

    Changes
      to Principal Amount of Global Note 

     

    
      	 	 	 	 
	
               

               

              Date

            	
              Principal
                Amount by which this

              Note
                is to be Decreased or

              Increased
                and the Reason for the

              Decrease
                or Increase

            	
              Remaining

              Principal Amount

                 
                of this Note     

            	
              Signature of

              Authorized

              Officer of Trustee

            


    

     

     

    ____________

    * Insert
      Schedule in Global Notes. 

     

    A-9