Dominion Executives Exercise Options to Repay Loans That Can't Be Extended Under Sarbanes-Oxley Provisions

May 19, 2004

RICHMOND, Va. - Dominion (NYSE: D) said today that a limited number of executives have exercised options under a previously announced program approved by the compensation committee of its board of directors, enabling the executives to raise the funds needed to prepay personal loans from third-party commercial lenders coming due in 2005.

Under board directives announced in the company’s first-quarter earnings news release April 20 and in its 2004 proxy statement, Dominion is allowing its officers to exercise options and sell shares of stock from now until the end of 2005. The loans were taken out in early 2000 to assist the officers’ purchase of Dominion shares under the company’s share ownership guidelines.

The proceeds from any option exercises or sale of shares must be used to prepay loans and cover any related costs. In the case of option exercises, proceeds may also be used to acquire additional shares of Dominion. This will enable officers to continue to maintain substantial share ownership in accordance with the intent of the company’s ownership program and guidelines.

Thos. E. Capps, chairman and chief executive officer, who has exercised options under the program, said:

“I am exercising options for the purpose of loan retirement. I have not sold – and do not intend to sell – any Dominion shares. I am Dominion’s largest individual shareholder and expect to maintain my share ownership position.”

To comply with Sarbanes-Oxley provisions, Dominion will not extend its guaranty of personal bank loans to executives who borrowed money under the program. The officers have been personally responsible for repaying the loans since inception.

The stock options were granted in 1999 under a shareholder-approved incentive compensation plan to closely and directly link management and shareholder interests. Direct stock ownership by officers is also part of the program to link management and shareholder interests financially.

Under Dominion’s ownership guidelines, officers are required to own from three to eight times their annual base salaries in Dominion shares. Officers will still be responsible for complying with share ownership guidelines after using proceeds from any stock and options sales to retire their loans.

Thomas N. Chewning, chief financial officer, said:

“Our share ownership program closely aligns management’s interests with shareholder interests, and our program has been an unqualified success. Shareholders who have held shares during the period that our program has been in effect have realized total returns greater than the rest of the sector.

“The different cultures existing at Dominion Resources, Virginia Power, CNG regulated and CNG oil and gas at the beginning of our merger in 2000 were melded into one through the significant investment our officers made in Dominion stock. It was no more ‘them and us’ — just ‘us.’ ”

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