Dominion Sells Convertible Debt Securities

Dec 4, 2003

December 4, 2003

RICHMOND, Va. - Dominion (NYSE: D) announced today that it sold $200 million of convertible debt securities in an overnight public offering. Dominion has granted the underwriters an over-allotment option to purchase up to an additional $20 million of the securities.

The offering is part of a refinancing plan for debt securities which were called for redemption on Nov. 14 at Dominion's wholly owned subsidiary, Virginia Electric and Power Co. Proceeds will be loaned to Virginia Electric to fund a portion of the redemptions.

The securities will be senior unsecured obligations of Dominion and have a coupon rate of 2.125 percent. The securities will be convertible into 13.5865 shares of Dominion common stock per $1,000 principal amount at the option of the holder, provided that the price of Dominion's common stock has appreciated to a price of at least $88.32 or certain other conditions are met. Holders may require Dominion to purchase the debt securities at par at specified future dates. Dominion will also have the right to call the securities, at par, after Dec. 20, 2006. If Dominion elects to call the securities, holders will have the right to convert the debt into common stock at that time. The maturity date of the securities is Dec. 15, 2023.

Credit Suisse First Boston LLC and Morgan Stanley & Co. Incorporated are joint book-running managers for the offering. This press release is not an offer to sell securities. A copy of the written prospectus with respect to the offering may be obtained from: Credit Suisse First Boston, Prospectus Department, One Madison Avenue, New York, New York, 10010 (Telephone: 212-325-2580) or by faxing requests to 212-325-8057; or from Morgan Stanley, 1585 Broadway, New York, New York, 10036, Attention Prospectus Department; or by e-mailing a request to Prospectus@MorganStanley.com.

Dominion is one of the nation's largest electric power and natural gas companies.

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CONTACTS:    
Media: Mark Lazenby, 804-819-2042  
  Hunter Applewhite, 804-819-2043  
     
Analysts: Tom Wohlfarth, 804-819-2150  
  Joe O'Hare, 804-819-2156  
  Laura Edge Kottkamp, 804-819-2129

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