Summary of DOMINION RESOURCES INC /VA/

Item 3.03 Material Modifications to Rights of Security Holders

On December 4, 2008, Dominion Resources, Inc. (the "Company") announced that it is amending the terms of its 2004 Series C 2.125% Convertible Senior Notes due 2023 (the "Notes") and the related Twenty-Seventh Supplemental Indenture dated December 1, 2004 (the "Supplemental Indenture"), by the Thirty-Ninth Supplemental Indenture Amending the Supplemental Indenture dated as of December 1, 2008 (the "Amendment"). The Amendment will be effective on December 16, 2008, the day after the holders of the Notes have the right to require the Company to repurchase any or all of their Notes under their original terms. The Amendment provides the holders of the Notes with extended call protection by eliminating the Company's ability to redeem the Notes at its option before December 16, 2011, and also provides the holders with an additional opportunity to require the Company to repurchase the Notes for cash on December 15, 2011.

As of November 30, 2008 there were approximately $202,000,000 aggregate principal amount of Notes outstanding.

The Amendment is filed herewith in connection with the Company's amendment of the Notes and the Supplemental Indenture.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain U.S. federal income tax consequences of modification of the Notes (the "Debt Modification") pursuant to the amendment by the Thirty Ninth Supplemental Indenture. Except where noted, this discussion deals only with Notes held as capital assets by U.S. holders (as defined below). This discussion does not deal with special situations. For example, this discussion does not address:

• tax consequences to holders who may be subject to special tax treatment, such as certain expatriates, dealers in securities or currencies, traders in securities that elect to use the mark-to-market method of accounting for their securities, persons holding Notes in a tax-deferred or tax-advantaged account, financial institutions, regulated investment companies, real estate investment trusts, tax-exempt entities or insurance companies;

• tax consequences to persons holding Notes as part of a hedging, integrated, constructive sale or conversion transaction or a straddle;

• tax consequences to U.S. holders of Notes whose "functional currency" (as defined in the applicable U.S. Treasury Regulations) is not the U.S. dollar;

• estate, gift or alternative minimum tax consequences, if any; or

• any state, local or foreign tax consequences.

The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and final and temporary U.S. Treasury regulations, administrative pronouncements and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussed in this summary.

Holders of Notes should be aware that, due to the factual nature of the inquiry and the absence of relevant legal authorities, there is uncertainty under current U.S. federal income tax law as to the appropriate tax consequences of the Debt Modification. No statutory, administrative or judicial authority directly addresses the treatment of the Debt Modification for U.S. federal income tax purposes. The Company has not requested, and does not intend to request, a ruling from the United States Internal Revenue Service (the "IRS") regarding any of the U.S. federal income tax consequences of the Debt Modification. As a result, this summary is not binding on the IRS or the courts, and no assurance can be given that the conclusions reached in this summary will not be challenged by the IRS or will be sustained by a court if so challenged.

For purposes of this discussion, a "U.S. holder" means a beneficial owner of Notes that is:

• an individual citizen or resident of the United States;

• a corporation, including any entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust (1) where both (a) a U.S. court can exercise primary jurisdiction over its administration and (b) one or more U.S. persons have the authority to control all of its substantial decisions or (2) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

A "non-U.S. holder" means a beneficial owner of Notes that is not a U.S. holder.

If a partnership holds the Notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the Notes, you should consult your own tax advisors. Likewise, if you are a shareholder in, or beneficiary of, an entity that is a holder of Notes, you should consult your own tax advisors.

No statutory or judicial authority directly addresses the treatment of the Notes or instruments similar to the Notes for U.S. federal income tax purposes. The Internal Revenue Service (IRS), however, has issued a revenue ruling (Revenue Ruling 2002-31, 2002-22 IRB 1023) with respect to instruments similar to the Notes. This ruling supports certain aspects of the tax treatment described below. However, as previously discussed, no rulings have been sought or are expected to be sought from the IRS with respect to any of the U.S. federal income tax consequences regarding this transaction. As a result the IRS may not agree with the tax characterizations and the tax consequences described below.

THIS SUMMARY IS INTENDED FOR GENERAL INFORMATION ONLY AND DOES NOT PURPORT TO ADDRESS ALL OF THE U.S. FEDERAL INCOME AND OTHER TAX CONSIDERATIONS REGARDING THE DEBT MODIFICATION. BECAUSE THE U.S. FEDERAL INCOME TAX TREATMENT OF THE DEBT MODIFICATION IS UNCERTAIN, HOLDERS ARE ENCOURAGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSIDERATIONS THAT MAY BE RELEVANT TO THEM BASED UPON THEIR PARTICULAR CIRCUMSTANCES.

Under current Treasury regulations, the modification of a debt instrument will be treated as a "deemed exchange" of the existing debt instrument for a new debt instrument for U.S. federal income tax purposes (which we will refer to as a "Tax Exchange") only if, taking into account the differences between the terms of the existing debt instrument and the new debt instrument there is deemed to be a "significant" modification of the existing instrument. In general, the Treasury regulations provide that a modification of a debt instrument is a significant modification only if, based on all of the facts and circumstances, the legal rights or obligations that are altered and the degree to which they are altered are "economically significant." Because there is no authority interpreting the Treasury regulations, their application to the Debt Modification is unclear. Nevertheless, we intend to take the position that the Debt Modification will constitute a significant modification of the existing debt instruments. That position, however, is subject to considerable uncertainty and could be challenged by the IRS.

There can be no assurance that the IRS will agree with the Company's position that the Debt Modification constitutes a significant modification of the terms of the existing debt instruments. In the event that the IRS disagrees with the Company's position, there will be no U.S. federal income tax consequences to a holder as a consequence of the Debt Modification, and any such holder will have the same adjusted tax basis and holding period in the modified debt instruments as it had in the existing debt instruments immediately before the exchange.

If, consistent with our position, the Debt Modification constitutes a significant modification of the existing debt instruments, the exchange will be treated as a Tax Exchange. Although not free from doubt, we intend to take the position that such a Tax Exchange would constitute a recapitalization for U.S. federal income tax purposes.

Whether such an exchange qualifies as a recapitalization depends on, among other things, whether the existing debt instruments and the new debt instruments constitute "securities" for U.S. federal income tax purposes. The rules for determining whether debt instruments such as the existing debt instruments are securities are unclear. The term "security" is not defined in the Code or the Treasury regulations and has not been clearly defined by judicial decisions. The determination of whether a debt instrument is a security requires an overall evaluation of the nature of the debt instrument, with the term of the instrument usually regarded as one of the most significant factors. Although a debt instrument with a term of more than ten years is generally considered to be a . . .