EX-4.5



 Exhibit 4.5 

DOMINION RESOURCES, INC. 
 Issuer

 AND 
 DEUTSCHE BANK TRUST
COMPANY AMERICAS 
 Series Trustee 
  

 
 Fifty-First
Supplemental Indenture 
 Dated as of November 1, 2014 

 
  

$450,000,000 
 2014 Series D 4.70%
Senior Notes 
 due 2044 







 TABLE OF CONTENTS* 
  

							
	 ARTICLE I

2014 SERIES D 4.70%

SENIOR NOTES DUE 2044
	   
   

  

			
	 SECTION 101.
	 	 Establishment
	  	 	2	  
	 SECTION 102.
	 	 Definitions
	  	 	2	  
	 SECTION 103.
	 	 Payment of Principal and Interest
	  	 	5	  
	 SECTION 104.
	 	 Denominations
	  	 	6	  
	 SECTION 105.
	 	 Global Securities
	  	 	6	  
	 SECTION 106.
	 	 Redemption
	  	 	6	  
	 SECTION 107.
	 	 Sinking Fund; Conversion
	  	 	7	  
	 SECTION 108.
	 	 Additional Interest
	  	 	7	  
	 SECTION 109.
	 	 Paying Agent
	  	 	7	  
	 SECTION 110.
	 	 Limitation on Liens
	  	 	7	  
	
	 ARTICLE II

THE SERIES TRUSTEE
	   

  

			
	 SECTION 201.
	 	 Appointment of Series Trustee
	  	 	10	  
	 SECTION 202.
	 	 Eligibility of Series Trustee
	  	 	10	  
	 SECTION 203.
	 	 Security Registrar and Paying Agent
	  	 	10	  
	 SECTION 204.
	 	 Concerning the Trustees
	  	 	10	  
	 SECTION 205.
	 	 Patriot Act Requirements of Series Trustee
	  	 	11	  
	 SECTION 206.
	 	 Force Majeure
	  	 	11	  
	
	 ARTICLE III

MISCELLANEOUS PROVISIONS
	   

  

			
	 SECTION 301.
	 	 Recitals by Company
	  	 	11	  
	 SECTION 302.
	 	 Ratification and Incorporation of Base Indenture
	  	 	11	  
	 SECTION 303.
	 	 Executed in Counterparts
	  	 	11	  
	 SECTION 304.
	 	 Assignment
	  	 	11	  

  

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








 THIS FIFTY-FIRST SUPPLEMENTAL INDENTURE is made as of the first day of November, 2014, by and
between DOMINION RESOURCES, INC., a Virginia corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia 23219 (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee of
the series of Securities established by this Fifty-First Supplemental Indenture, having a corporate trust office at 60 Wall Street, 16th Floor, New York, New York 10005 (herein called the
“Series Trustee”). 
 W I T N E S S E T H: 

WHEREAS, the Company has heretofore entered into an Indenture dated as of June 1, 2000, between the Company and The Bank of New York
Mellon (successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)) (the “Original Trustee”), as supplemented and amended by the Thirty-Eighth Supplemental and Amending Indenture dated as of November 1, 2008
(as so amended, the “Base Indenture”), by and among the Company, the Original Trustee and the Series Trustee; 
 WHEREAS, the Base
Indenture is incorporated herein by this reference and the Base Indenture, as heretofore supplemented, as further supplemented by this Fifty-First Supplemental Indenture, and as may be hereafter supplemented or amended from time to time, is herein
called the “Indenture”; 
 WHEREAS, under the Base Indenture, a new series of Securities may at any time be established in
accordance with the provisions of the Base Indenture and the terms of such series may be described by a supplemental indenture executed by the Company and the Series Trustee; 

WHEREAS, the Company proposes to create under the Indenture a new series of Securities and to appoint the Series Trustee as Trustee under the
Base Indenture with respect to such series of Securities; 
 WHEREAS, additional Securities of other series hereafter established, except as
may be limited in the Base Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Indenture as at the time supplemented and modified; and the Original Trustee will, unless and until a Person other than
the Original Trustee is appointed to act as Trustee with respect to the Securities of such series, serve as Trustee of such series; and 

WHEREAS, all conditions necessary to authorize the execution and delivery of this Fifty-First Supplemental Indenture and to make it a valid
and binding obligation of the Company have been done or performed. 
 NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 







 ARTICLE I 

2014 SERIES D 4.70% SENIOR NOTES DUE 2044 

SECTION 101. Establishment. There is hereby established a new series of Securities to be issued under the Indenture, to be designated
as the Company’s 2014 Series D 4.70% Senior Notes due 2044 (the “Series D Senior Notes”). 
 There are to be authenticated
and delivered $450,000,000 principal amount of Series D Senior Notes, and such principal amount of the Series D Senior Notes may be increased from time to time pursuant to Section 301(2) of the Indenture. All Series D Senior Notes need not be
issued at the same time and such series may be reopened at any time, without the consent of any Holder, for issuances of additional Series D Senior Notes. Any such additional Series D Senior Notes will have the same interest rate, maturity and other
terms as those initially issued. Further Series D Senior Notes may also be authenticated and delivered as provided by Sections 304, 305, 306, 905 or 1107 of the Base Indenture. 

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

The form of the Series Trustee’s Certificate of Authentication for the Series D Senior Notes shall be in substantially the form set forth
in Exhibit B hereto. 
 Each Series D Senior Note shall be dated the date of authentication thereof and shall bear interest from the
date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for. 

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

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

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Series D Senior Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the Remaining Life. 
 “Comparable Treasury Price” for any Redemption Date means (i) the average of
the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations. 

  
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 “Corporate Trust Office of the Series Trustee” means the office of the Series Trustee
at which at any particular time its corporate trust business with respect to the series of Securities herein described shall be principally administered, which office at the date of original execution of this Fifty-First Supplemental Indenture is
located at 60 Wall Street, 16th Floor, New York, New York 10005 (in addition copies of correspondence are to be sent to Deutsche Bank National Trust Company for Deutsche Bank Trust Company
Americas, 100 Plaza One, 6th Floor, MSJCY03-0699, Jersey City, New Jersey 07311). 

“Independent Investment Banker” means any of Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and their respective successors, as selected by the Company, or if any such firm is unwilling or unable to serve as such, an independent investment and banking
institution of national standing appointed by the Company. 
 “Interest Payment Dates” means June 1 and December 1 of
each year, commencing on June 1, 2015. 
 “Lien” means any mortgage, lien, pledge, security interest or other encumbrance of
any kind. 
 “Material Subsidiary” means a Subsidiary of the Company whose total assets (as determined in accordance with GAAP)
represent at least 20% of the total assets of the Company on a consolidated basis. 
 “Original Issue Date” means
November 25, 2014. 
 “Outstanding”, when used with respect to the Series D Senior Notes, means, as of the date of
determination, all Series D Senior Notes, theretofore authenticated and delivered under the Indenture, except: 
 (i) Series D Senior Notes
theretofore canceled by the Series Trustee or delivered to the Series Trustee for cancellation; 
 (ii) Series D Senior Notes for whose
payment at Maturity the necessary amount of money or money’s worth has been theretofore deposited (other than pursuant to Section 402 of the Base Indenture) with the Series Trustee or any Paying Agent (other than the Company) in trust or
set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Series D Senior Notes; 

(iii) Series D Senior Notes with respect to which the Company has effected defeasance or covenant defeasance has been effected pursuant to
Section 402 of the Base Indenture; and 
 (iv) Series D Senior Notes that have been paid pursuant to Section 306 of the Base
Indenture or in exchange for or in lieu of which other Series D Senior Notes have been authenticated and delivered pursuant to the Indenture, other than any such Series D Senior Notes in respect of which there shall have been presented to the Series
Trustee proof satisfactory to it that such Series D Senior Notes are held by a bona fide purchaser in whose hands such Series D Senior Notes are valid obligations of the Company; provided, however, that in determining


  
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whether the Holders of the requisite principal amount of Outstanding Series D Senior Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are
present at a meeting of Holders of Series D Senior Notes for quorum purposes, Series D Senior Notes owned by the Company or any other obligor upon the Series D Senior Notes or any Affiliate of the Company or such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the Series Trustee shall be protected in making any such determination or relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Series D
Senior Notes which a Responsible Officer of the Series Trustee actually knows to be so owned shall be so disregarded. Series D Senior Notes so owned which shall have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Series Trustee (A) the pledgee’s right so to act with respect to such Series D Senior Notes and (B) that the pledgee is not the Company or any other obligor upon the Series D Senior Notes or an
Affiliate of the Company or such other obligor. 
 “Primary Treasury Dealer” means a primary United States government securities
dealer in the United States. 
 “Principal Property” means any plant or facility of the Company located in the United States that
in the opinion of the Board of Directors or management of the Company is of material importance to the business conducted by the Company and its consolidated Subsidiaries taken as whole. 

“Reference Treasury Dealer” means Deutsche Bank Securities, Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., and their respective successors; provided that, if any such firm or its successors ceases to be a Primary Treasury Dealer, the Company shall substitute
another Primary Treasury Dealer. 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the
Independent Investment Banker at 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date. 
 “Regular
Record Date” means, with respect to each Interest Payment Date, the close of business on the Business Day preceding such Interest Payment Date; provided, that with respect to Series D Senior Notes that are not represented by one or more
Global Securities, the Regular Record Date shall be the close of business on the 15th calendar day (whether or not a Business Day) preceding such Interest Payment Date. 

“Remaining Life” means the remaining term of the Series D Senior Notes. 

“Stated Maturity” means December 1, 2044. 

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity
or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming 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. 

  
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 The terms “Company,” “Original Trustee,” “Series Trustee,”
“Base Indenture,” and “Indenture” shall have the respective meanings set forth in the recitals to this Fifty-First Supplemental Indenture and the paragraph preceding such recitals. 

SECTION 103. Payment of Principal and Interest. The principal of the Series D Senior Notes shall be due at the Stated Maturity (unless
earlier redeemed). The unpaid principal amount of the Series D Senior Notes shall bear interest at the rate of 4.70% per annum until paid or duly provided for, such interest to accrue from the Original Issue Date or from the most recent
Interest Payment Date to which interest has been paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest Payment Date to the Person in whose name the Series D Senior Notes are registered on the Regular Record Date
for such Interest Payment Date; provided that interest payable at the Stated Maturity of principal or on a Redemption Date as provided herein will be paid to the Person to whom principal is payable. Any such interest that is not so punctually paid
or duly provided for will forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons in whose name the Series D Senior Notes are registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by the Series Trustee (in accordance with Section 307 of the Base Indenture), notice whereof shall be given to Holders of the Series D Senior Notes not less than ten (10) days
prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Series D Senior Notes may be listed, and upon such notice as may be required
by any such exchange, all as more fully provided in the Base Indenture. 
 Payments of interest on the Series D Senior Notes will include
interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series D Senior Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest
is payable on the Series D Senior Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay), in
each case with the same force and effect as if made on the date the payment was originally payable. 
 Payment of the principal and interest
on the Series D Senior Notes shall be made at the office of the Paying Agent in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, with any such payment that is
due at the Stated Maturity of any Series D Senior Notes, upon redemption or repurchase being made upon surrender of such Series D Senior Notes to the Paying Agent. Payments of interest (including interest on any Interest Payment Date) will be made,
subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to
such account at a banking institution in the United States as may be designated in writing to the Series Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto. In the event that any date on which
principal and interest is payable on the Series D Senior Notes is not a Business Day, then payment of the principal and interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment
in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable. 

  
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 SECTION 104. Denominations. The Series D Senior Notes may be issued in denominations of
$2,000, or any greater integral multiple of $1,000. 
 SECTION 105. Global Securities. The Series D Senior Notes will be issued
initially in the form of one or more permanent Global Securities registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series D Senior Notes
represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series D Senior Notes in definitive form. The Global Securities described above may not be transferred except by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. 

Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and
no Global Security representing a Series D Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee
or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. 
 A Global
Security shall be exchangeable for Series D Senior Notes registered in the names of persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for
such Global Security and no successor Depositary shall have been appointed by the Company within 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange
Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within 90 days after it becomes aware of such cessation, or (ii) the Company in its
sole discretion determines that such Global Security shall be so exchangeable, in which case Series D Senior Notes in definitive form will be printed and delivered to the Depositary. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Series D Senior Notes registered in such names as the Depositary shall direct. 
 SECTION 106.
Redemption. The Series D Senior Notes are redeemable, in whole or in part at any time and from time to time prior to June 1, 2044, at the option of the Company, at a Redemption Price equal to the greater of: 

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

(ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Series D Senior Notes to be redeemed
that would be due if such Series D Senior Notes matured on June 1, 2044 but for the redemption (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points, as calculated by an Independent Investment Banker, 

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

  
 6 








 In addition, the Series D Senior Notes are redeemable, in whole or in part at any time and from
time to time on or after June 1, 2044, at the option of the Company, at a Redemption Price equal to 100% of the principal amount of the Series D Senior Notes then outstanding to be redeemed, plus accrued and unpaid interest thereon to the
Redemption Date. 
 The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. 

Unless the Company defaults in the payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the
Series D Senior Notes or portions thereof called for redemption. 
 In the event of the redemption of the Series D Senior Notes in part
only, a new Series D Senior Note or Notes for the unredeemed portion will be issued in the name or names of the Holders thereof upon surrender thereof. 

The Company shall notify the Series Trustee in writing of the Redemption Price promptly after the calculation thereof and the Series Trustee
shall have no responsibility for such calculation. 
 SECTION 107. Sinking Fund; Conversion. The Series D Senior Notes shall not have
a sinking fund. The Series D Senior Notes are not convertible into or exchangeable for Capital Stock or any other securities. 
 SECTION
108. Additional Interest. Any principal of and installment of interest on the Series D Senior Notes that is overdue shall bear interest at the rate of 4.70% (to the extent that the payment of such interest shall be legally enforceable), from
the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. 
 SECTION
109. Paying Agent. The Series Trustee shall initially serve as Paying Agent with respect to the Series D Senior Notes, with the Place of Payment initially being the Corporate Trust Office of the Series Trustee. 

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

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


  
 7 









	 	(2)	Liens upon any property of the Company or any shares of stock of any Material Subsidiary of the Company existing as of the date of the initial issuance of the Series D Senior Notes or upon the shares of stock of any
corporation, which Liens existed at the time such corporation became a Material Subsidiary of the Company; liens for taxes or assessments or other governmental charges or levies; pledges to secure other governmental charges or levies; pledges or
deposits to secure obligations under worker’s compensation laws, unemployment insurance and other social security legislation, including liens of judgments thereunder which are not currently dischargeable; pledges or deposits to secure
performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases to which the Company is a party; pledges or deposits to secure public or statutory obligations of the Company; builders’,
materialmen’s, mechanics’, carriers’, warehousemen’s, workers’, repairmen’s, operators’, landlords’ or other like liens in the ordinary course of business, or deposits to obtain the release of such liens;
pledges or deposits to secure, or in lieu of, surety, stay, appeal, indemnity, customs, performance or return-of-money bonds; other pledges or deposits for similar purposes in the ordinary course of business; liens created by or resulting from any
litigation or proceeding which at the time is being contested in good faith by appropriate proceedings; liens incurred in connection with the issuance of bankers’ acceptances and lines of credit, bankers’ liens or rights of offset and any
security given in the ordinary course of business to banks or others to secure any indebtedness payable on demand or maturing within 12 months of the date that such indebtedness is originally incurred; liens incurred in connection with repurchase,
swap or other similar agreements (including, without limitation, commodity price, currency exchange and interest rate protection agreements); leases made, or existing on property acquired, in the ordinary course of business; liens securing
industrial revenue or pollution control bonds; liens, pledges, security interests or other encumbrances on any property arising in connection with any defeasance, covenant defeasance or in-substance defeasance of indebtedness of the Company,
including the Series D Senior Notes; liens created in connection with, and created to secure, a non-recourse obligation; zoning restrictions, easements, licenses, rights-of-way, restrictions on the use of property or minor irregularities in title
thereto, which do not, in the opinion of the Company, materially impair the use of such property in the operation of the business of the Company or the value of such property for the purpose of such business; 


  
 8 









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

  

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

  

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


  

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

  

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


 

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



  
 9 









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

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

ARTICLE II 
 THE SERIES
TRUSTEE 
 SECTION 201. Appointment of Series Trustee. Pursuant to the Base Indenture and pursuant to this Fifty-First
Supplemental Indenture, the Company hereby appoints the Series Trustee as Trustee under the Base Indenture with respect to the Series D Senior Notes, and by execution hereof the Series Trustee accepts such appointment. Pursuant to the Base
Indenture, all the rights, powers, trusts and duties of the Original Trustee under the Base Indenture shall be vested in the Series Trustee with respect to the Series D Senior Notes, there shall continue to be vested in the Original Trustee all
of its rights, powers, trusts and duties as Trustee under the Base Indenture with respect to all of the series of Securities as to which it has served and continues to serve as Trustee, and the Original Trustee shall have no rights, powers, trusts
and duties with respect to the Series D Senior Notes. 
 SECTION 202. Eligibility of Series Trustee. The Series Trustee hereby
represents that it is qualified and eligible under the provisions of the Trust Indenture Act and Section 608 of the Base Indenture and the provisions of the Trust Indenture Act to accept its appointment as Trustee with respect to the Series D
Senior Notes under the Base Indenture and hereby accepts the appointment as such Trustee. 
 SECTION 203. Security Registrar and Paying
Agent. Pursuant to the Base Indenture, the Company hereby appoints Deutsche Bank Trust Company Americas as “Security Registrar” and “Paying Agent” with respect to the Series D Senior Notes. 

SECTION 204. Concerning the Trustees. Neither the Original Trustee nor the Series Trustee assumes any duties, responsibilities or
liabilities by reason of this Fifty-First Supplemental Indenture other than as set forth in the Base Indenture and, in carrying out its responsibilities hereunder, each shall have all of the rights, powers, privileges, protections, duties and
immunities which it possesses under the Base Indenture. The Original Trustee and the Series Trustee shall not constitute co-trustees of the same trust, and each of the Original Trustee and the Series Trustee shall be trustee of a trust or trusts
under the Indenture separate and apart from any trust or trusts under the Indenture administered by the other trustee. The Original Trustee shall have no liability for any acts or omissions of the Series Trustee and the Series Trustee shall have no
liability for any acts or omissions of the Original Trustee. 

  
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 References in this Fifty-First Supplemental Indenture to sections of the Base Indenture that
require or permit actions by the Original Trustee with respect to Securities of the series established hereby shall be deemed to require or permit actions only by the Series Trustee and the Original Trustee shall have no responsibility therefor.

 SECTION 205. Patriot Act Requirements of Series Trustee. In order to comply with the laws, rules, regulations and executive orders
in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States
(“Applicable Law”), the Series Trustee is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Series Trustee. Accordingly, the parties
hereto agree to provide to the Series Trustee, upon its request from time to time, such identifying information and documentation as may be reasonably available for such party in order to enable the Series Trustee to comply with Applicable Law. 

SECTION 206. Force Majeure. The Series Trustee shall not incur any liability for not performing any act or fulfilling any duty,
obligation or responsibility hereunder by reason of any occurrence beyond the control of the Series Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or
war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). 

ARTICLE III 

MISCELLANEOUS PROVISIONS 

SECTION 301. Recitals by Company. The recitals in this Fifty-First Supplemental Indenture are made by the Company only and not by the
Original Trustee or the Series Trustee, and all of the provisions contained in the Base Indenture in respect of the rights, powers, privileges, protections, duties and immunities of the Original Trustee shall be applicable, but only to the Series
Trustee in respect of the Series D Senior Notes and of this Fifty-First Supplemental Indenture (to the extent relating to the Series D Senior Notes) as fully and with like effect as if set forth herein in full. 

SECTION 302. Ratification and Incorporation of Base Indenture. As supplemented hereby, the Base Indenture is in all respects ratified
and confirmed by the Company and, with respect to the Securities for which the Series Trustee has been appointed as Trustee, including the Series D Senior Notes, by the Series Trustee. The Base Indenture and this Fifty-First Supplemental Indenture
shall be read, taken and construed as one and the same instrument. 
 SECTION 303. Executed in Counterparts. This Fifty-First
Supplemental Indenture may be executed in several counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. 

SECTION 304. Assignment. The Company shall have the right at all times to assign any of its rights or obligations under the Indenture
with respect to the Series D Senior 

  
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Notes to a direct or indirect wholly-owned subsidiary of the Company; provided that, in the event of any such assignment, the Company shall remain
primarily liable for the performance of all such obligations. The Indenture may also be assigned by the Company in connection with a transaction described in Article Eight of the Base Indenture. 

[Signature Page Follows] 

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

			
	DOMINION RESOURCES, INC.
		
	By:	 	  

		
	Name:	 	G. Scott Hetzer
	Title:	 	Senior Vice President and Treasurer
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Series Trustee
		
	By:	 	  

		
	Name:	 	
	Title:	 	
		
	By:	 	  

		
	Name:	 	
	Title:	 	



  
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 EXHIBIT A 

FORM OF 
 2014 SERIES D
4.70% SENIOR NOTE 
 DUE 2044 

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

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

 
 DOMINION
RESOURCES, INC. 
  
  

$         

2014 SERIES D 4.70% SENIOR NOTE 

DUE 2044 
  

			
	No. R-            	  	CUSIP No. 25746U CC1

 Dominion Resources, Inc., a corporation duly organized and existing under the laws of Virginia (herein called
the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [Cede & Co.]**, or registered assigns (the “Holder”), the principal sum
of                      Dollars ($        ) on December 1, 2044 and to pay interest thereon from
November 25, 2014 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2015, at the rate of
4.70% per annum, until the principal hereof is paid or made available for payment, provided that any principal, and any such installment of interest, that is overdue shall bear interest at the rate of 4.70% per annum (to the extent that
the payment of such interest shall be 

  
  

	**	Insert in Global Securities. 









 
legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Series D Senior Note (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest; provided that the interest payable at Stated Maturity or on a Redemption Date will be paid to the Person to whom principal is payable. The Regular Record Date shall be the close of business on the Business Day
preceding such Interest Payment Date; provided, that with respect to Series D Senior Notes that are not represented by one or more Global Securities, the Regular Record Date shall be the close of business on the 15th calendar day (whether or not a
Business Day) preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Series D Senior Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Series Trustee, notice whereof shall be given to Holders
of Series D Senior Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Series D Senior Notes may be listed,
and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 
 Payments of interest on the
Series D Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series D Senior Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the
event that any date on which interest is payable on the Series D Senior Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or
payment in respect of any such delay), in each case with the same force and effect as if made on the date the payment was originally payable. 

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

Reference is hereby made to the further provisions of this Series D Senior Note set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been
executed by the Series Trustee referred to on the reverse hereof by manual signature, this Series D Senior Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

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

 

							
	 Dated:
	 		 	DOMINION RESOURCES, INC.
				
		 		 	By:	 	  

				
		 		 	Name:	 	  

				
		 		 	Title:	 	  



  
 3 








 [REVERSE OF 2014 SERIES D 4.70% SENIOR NOTE] 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an Indenture dated as of June 1, 2000, between the Company and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)) (the “Original
Trustee”), as supplemented and amended by the Thirty-Eighth Supplemental and Amending Indenture dated as of November 1, 2008 (as so amended, the “Base Indenture”), by and among the Company, the Original Trustee and Deutsche Bank
Trust Company Americas as Series Trustee, as heretofore supplemented and as further supplemented by a Fifty-First Supplemental Indenture dated as of November 1, 2014 (the “Fifty-First Supplemental Indenture” and together with the Base
Indenture, as it may be hereafter supplemented or amended from time to time, the “Indenture,” which term shall have the meaning assigned to it in such instrument), by and between the Company and Deutsche Bank Trust Company Americas, as
Trustee of the series of Securities established thereby (herein called the “Series Trustee,” which term includes any successor series trustee for the Series D Senior Notes under the Indenture) and reference is hereby made to the Indenture
for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Original Trustee, the Series Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to
be, authenticated and delivered. This Security is one of the series designated on the face hereof (the “Series D Senior Notes”) which is unlimited in aggregate principal amount. 

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

As provided in and subject to the provisions of the Indenture, the Holder of this Series D Senior Note shall not have the right to institute
any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Series Trustee written notice of a continuing Event of Default with
respect to the Series D Senior Notes, the Holders of not less than a majority in principal amount of the Series D Senior Notes at the time Outstanding shall have made written 

  
 4 








 
request to the Series Trustee to institute proceedings in respect of such Event of Default as Series Trustee and offered the Series Trustee reasonable indemnity, and the Series Trustee shall not
have received from the Holders of a majority in principal amount of Series D Senior Notes at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Series D Senior Note for the enforcement of any payment of principal hereof or premium, if any, or interest hereon on or after the
respective due dates expressed or provided for herein. 
 No reference herein to the Indenture and no provision of this Series D Senior
Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Series D Senior Note at the times, place and rate, and in the coin
or currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this
Series D Senior Note is registrable in the Security Register, upon surrender of this Series D Senior Note for registration of transfer at the office or agency of the Company in any place where the principal of, premium, if any, and interest on this
Series D Senior Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Series D Senior Notes of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Series D Senior Notes are issuable only in registered form without coupons in denominations of $2,000 and any greater integral multiple of
$1,000. As provided in the Indenture and subject to certain limitations therein set forth, Series D Senior Notes are exchangeable for a like aggregate principal amount of Series D Senior Notes having the same Stated Maturity and of like tenor of any
authorized denominations as requested by the Holder upon surrender of the Series D Senior Note or Series D Senior Notes to be exchanged at the office or agency of the Company. 

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Series D Senior Note for
registration of transfer, the Company, the Series Trustee and any agent of the Company or the Series Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Series D Senior
Note be overdue, and neither the Company, the Series Trustee nor any such agent shall be affected by notice to the contrary. 
 All terms
used in this Series D Senior Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

  
 5 








 ABBREVIATIONS 

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

					
	TEN COM -	  	as tenants in common
		
	TEN ENT -	  	as tenants by the entireties
		
	JT TEN -	  	as joint tenants with rights of survivorship and not as tenants in common
			
	UNIF GIFT MIN ACT -	  	  
	  	Custodian for
		  	(Cust)	  	
			
		  	  

(Minor)
	  	
		
		  	Under Uniform Gifts to Minors Act of
			
		  	  

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


  
 6 








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

			
		
	  
	 	.

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

			
		
	  
	 	.
		
	  
	 	.
		
	  
	 	.

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

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

			
		
	  
	 	.
		
	  
	 	.
		
	  
	 	.

  

			
		
	  
	 	.
		
	  
	 	.
		
	  
	 	.

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

Dated:                  ,         

 

	
	  



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

  
 7 








 EXHIBIT B 

CERTIFICATE OF AUTHENTICATION 

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

			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Series Trustee

		
	By:	 	  

		 	Authorized Signatory
	
	Dated:



  
 8