Dominion Sells Approximately $620 Million of Common Equity

-Issuance will enhance Dominion's financial strength and flexibility
-Company reaffirms operating earnings guidance for 2003 and forward

May 20, 2003

RICHMOND, Va. -- Dominion (NYSE: D) announced today it has sold 10 million primary shares of common stock in a block sale to Lehman Brothers Inc. Proceeds totaled approximately $620 million. With the new issue, the company will have about 321 million common shares outstanding. The sale represents an issuance off a shelf registration filed with the U.S. Securities and Exchange Commission in 2002.

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

"I think today's transaction is yet another example of our proactive approach to managing the business. Other examples of recent proactive steps include:

--deciding to replace nuclear reactor vessel heads at our two Virginia nuclear stations voluntarily rather than continuing with the Nuclear Regulatory Commission's requirements to inspect and repair units;

--settling with the U.S. Environmental Protection Agency regarding environmental improvements to certain Dominion coal-fired plants; and

--pre-funding maturing debt to take advantage of favorable corporate debt financing conditions.

"This latest step to issue equity enhances Dominion's ability to continue strengthening the balance sheet and provides the financial flexibility needed to pursue growth opportunities. Growth opportunities may arise at some point in the future and we want to be in a position to pursue them while maintaining the financial profile needed to support our current investment grade credit ratings. We do not attempt to time the capital markets, but current conditions are favorable for raising capital at reasonable values."

Management also announced that it is reaffirming the 2003 operating earnings guidance and long-term growth outlook provided in the first quarter earnings announcement.

Dominion is one of the nation's largest producers of energy, with a portfolio consisting of 24,000 megawatts of generation, 6.1 trillion cubic feet equivalent of natural gas reserves, 7,900 miles of natural gas transmission pipeline and more than 960 billion cubic feet of storage capacity. Dominion also serves 5 million natural gas and electric customers in nine states. In addition, Dominion owns a managing equity interest in Dominion Fiber Ventures LLC, owner of Dominion Telecom.

This release contains forward-looking statements including our expectations for 2003 earnings and for future annual growth rates 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, changes to rating agency requirements and ratings, changing financial accounting standards, trading counterparty credit risks, risks related to energy trading and marketing, 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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Media: Mark G. Lazenby, 804-819-2042  
     
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  Joseph G. O'Hare, 804-819-2156