March 13, 2002

RICHMOND, Va. – Dominion (NYSE: D) today announced it has sold 9.4 million primary shares of common stock and 6 million units of mandatory convertible securities.

The common shares were sold on March 13, 2002 in a block trade to Salomon Smith Barney. Proceeds from the common stock totaled approximately $550 million. Net proceeds from the mandatory convertible securities totaled $291 million. There is a 10 percent over-allotment provision associated with each of the issues. The convertible securities have a face value of $50 per share, a yield of 8.75 percent, and will convert into shares of Dominion common stock on May 15, 2006.

With the new issue, the company will have approximately 275 million common shares outstanding.

Thos. E. Capps, chairman, president and chief executive officer, said:

"With this transaction, we're ahead of schedule to meet our capital market funding needs. We'll use net proceeds from the transaction to support the company's growth plan, including funding the equity portion of our recent acquisition of the State Line power station. This transaction also will help us further strengthen our balance sheet and will help us meet our debt to capitalization target."

The sale represents an issuance off a shelf registration filed with the U.S. Securities & Exchange Commission in 2001.

In February, Dominion announced it had agreed to acquire the State Line power station from Mirant for $182 million. The transaction is expected to close in the second quarter of 2002.

Dominion expects to meet its 2002 per share earnings target of $4.90 to $4.95 and grow earnings at an average annual rate of 10 percent going forward.

Dominion, headquartered in Richmond, Va., is one of the nation's largest producers of energy.

This release contains forward-looking statements that are subject to various risks and uncertainties. Discussion of factors that could cause actual results to differ materially from management's projections, forecasts, estimates and expectations may include factors that are beyond the company's ability to control or estimate precisely, such as estimates of future market conditions, estimates of proved and unproved reserves and the behavior of other market participants. Other factors include, but are not limited to, weather conditions, economic conditions in the company's service area, fluctuations in energy-related commodity prices, trading counterparty credit risks, risks associated with successfully executing the telecommunications business plan and other uncertainties. Other risk factors are detailed from time to time in the company's Securities & Exchange Commission filings.

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