Dominion Considers Likelihood of Debt Ratings Trigger Event "Extremely Remote"

-Dominion's Strong Credit Rating Reaffirmed May 14 by S&P, Which Issued Report Yesterday on Companies with Agreements Containing Liquidity Claims

May 16, 2002

RICHMOND, VA. - Dominion (NYSE: D) said today the chances are "extremely remote" that an operating or financial problem would trigger mandatory repayment provisions contained in a $665 million note financing its Dominion Fiber Ventures unit.

Thomas N. Chewning, executive vice president and chief financial officer, said:

"The note represents only 2.6 percent of the company's total capitalization and has been reviewed by major credit rating agencies, including Standard & Poor's (S&P), from the outset. S&P reaffirmed our strong BBB+ credit rating on May 14.

"Moreover, the provision would only require mandatory repayment in the event Dominion experienced an unlikely two-notch downgrade in its credit rating in addition to a decline in its share price to under $46, which would need to be sustained for 10 consecutive days.

"We consider either circumstance remote and the combination of both to be extremely remote. In fact, the company is operating at superior levels of efficiency, has growing cash flows, and is successfully strengthening its balance sheet through the issuance of new equity, equity-linked securities and creation of new credit facilities."

S&P issued a May 15 report identifying 24 companies with financing arrangements that have trigger mechanisms. In the May 14 report, S&P said: "Dominion and its main subsidiaries… maintain adequate access to bank facilities and capital markets to adequately mitigate liquidity risks arising from its rating triggers."

Dominion is one of the nation's leading energy companies.

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