Thomas N. Chewning - Chief Financial Officer, Executive Vice President Thomas F. Farrell - President, Chief Executive Officer, Director Steve Rogers - Vice President, Controller, Chief Accounting Officer Joe O'Hare - Investor Relations Duane C. Radtke - Executive Vice President of Dominion and Consolidated Natural Gas Scott Hetzer - Senior Vice President, Treasurer

Greg Gordon - Citigroup Dan Eggers - Credit Suisse Terran Miller - UBS Hugh Wynne - Sanford C. Bernstein Jonathan Arnold - Merrill Lynch Rebecca Followill - Howard Weil Incorporated Paul Fremont - Jefferies & Company Sam Brothwell - Wachovia Securities Brooke Glenn Mullin - JP Morgan Unidentified Analyst

Good morning, ladies and gentlemen, and welcome to Dominion’s third quarter earnings conference call. We now have Mr. Tom Chewning, Dominion’s Chief Financial Officer, in conference. Please be aware that each of your lines is in a listen-only mode. At the conclusion of Mr. Chewning’s prepared remarks, we will open the floor for questions. At that time, instructions will be given, as the procedure to follow should you want to ask a question. I will now turn the conference over to Tom Chewning. Mr. Chewning, you may begin. Thomas N. Chewning: Thank you. Good morning, and welcome to Dominion’s third quarter 2006 earnings call. Joining me this morning are Tom Farrell, our President and CEO, and other members of our management team. This morning, I will review actual third quarter 2006 results, give an update on our credit metrics, outline changes to our commodity hedge position, and provide assumptions for the fourth quarter. Tom Farrell will then report on the conclusions of our strategic review process. Concurrent with our earnings announcement this morning, we have published several supplemental schedules on our website. We ask that you refer to those exhibits for certain historical quantitative results, as well as our operating assumptions for the fourth quarter. From time to time during this call, we will refer to certain schedules included in our quarterly earnings release, or to pages from our third quarter earnings release kit, both of which were posted this morning to Dominion’s website. That website address is www.dom.com/investors. Let me start by providing the usual cautionary language. The earnings release, the results of our strategic review, and other matters that may be discussed on the call today contain forward-looking statements and estimates that are subject to various risks and uncertainties. Please refer to our SEC filings, including our most recent annual report on Form 10-K, and quarterly report on Form 10-Q for discussion of factors that may cause results to differ from management’s projections, forecasts, estimates, and expectations. A discussion of additional risks and uncertainties related to our strategic review can be found in the important note to investors section of the strategic review supplemental information kit posted on our website, as well as in today’s press release announcing the outcome of our strategic review. Also on this call, we will discuss some measures about our company’s performance that differ from those recognized by GAAP. You can find the reconciliation of these non-GAAP measures to GAAP on our investor relations website under GAAP reconciliation. Our third quarter 2006 results were strong. Dominion had operating earnings of $1.87 per share in the third quarter of 2006, compared to $1.08 per share in the prior year. This marks the fourth consecutive quarter we have exceeded analysts’ consensus earnings per share expectations. A comparison to last year’s third quarter is not relevant, as we experienced two hurricanes last year. Additionally, we booked nearly all of our business interruption income in this year’s third quarter, which further distorts year-over-year comparisons. Our review of the third quarter will therefore be in reference to what we expected as the quarter began. We had a larger-than-expected increase in gas and oil production, and experienced wider margins, mainly attributable to higher-than-expected market prices. Weather compared to normal provided us with a slight help, as did sales of excess emissions allowance. These unanticipated upsides were partially offset by a greater-than-expected fuel usage, driven by the extreme August weather, as well as a small impact from Tropical Storm Ernesto. Schedule 4 of our earnings release provides a reconciliation of these assumptions for the third quarter of 2006 to the actual results of our third quarter. On a GAAP basis, earnings per share for the third quarter of 2006 were $1.85 per share, compared to $0.04 per share the prior year. You will recall that last year, the effects of both hurricanes Katrina and Rita were excluded from third quarter operating earnings. A reconciliation of GAAP to operating earnings for 2005 and 2006 can be found on schedules 2 and 3 of our earnings release. Operating cash flow was strong at $1.5 billion, due to solid earnings and net positive working capital changes. Credit metrics improved materially during the quarter. Adjusted debt to total capital improved by 3.8 percentage points to 51.2%, and adjusted FFO to interest for the last 12 months improved to 3.8 times from 3.7 times at the end of the previous quarter. Our year-end expectation is to have a coverage ratio of 4.2 times, which is our goal as a strong investment grade credit. There are several reasons for these improvements. First, we have had three solid quarters of performance this year. Second, our negative AOCI balance, reflecting the market value of our hedge portfolio, has improved by $2.6 billion in the last 12 months, as legacy hedges roll off and commodity prices have declined. Third, we are pleased to report we have completed two of the three initiatives we announced in May to improve our credit metrics. Specifically, we have and will continue through the end of this year to issue new equity to satisfy demand for direct investment in our stock, which should yield about $140 million in 2006, and we have issued two hybrid securities for $800 million in proceeds, for which we receive 50% equity credit from Moody’s and SNP, and 75% credit from [Fisch]. Another initiative, which is to pay down debt with 100% of the proceeds from the sale of Peoples and Hope, is pending closure of that transaction, which we expect to occur in the first quarter of 2007. We finished the third quarter with approximately $5 billion in available liquidity, our strongest position ever. Cash margin and outstanding letters of credit declined with lower commodity prices, and we received cash due to us from our business interruption claims from Katrina and Rita. During the third quarter of 2006, we hedged an additional 10 billion cubic feet equivalent of 2007 and 11 billion cubic feet equivalent of 2008 natural gas and oil production. On the electric side, we hedged an additional 368 mega-watts of 2007 and 105 mega-watts of 2008 merchant base load generation in New England. Details of our current electric, coal, natural gas, and oil hedge positions can be found on pages 30 and 31 of our third quarter earnings release kit. Schedule 6 of this morning’s earnings release provides details of our fourth quarter earnings drivers and assumptions. Please note that in addition to the assumptions we normally provide for the quarter, we have also listed several items from the fourth quarter of 2005 that you should keep in mind when developing an estimate of 2006 fourth quarter earnings. In the fourth quarter of 2005, Dominion reported operating earnings of $1.02 per share. Fourth quarter 2006 drivers that are expected to compare favorably to fourth quarter 2005 include higher contributions from the company’s merchant generation business, lower under-recovered Virginia fuel expenses, and a small remaining balance of our business interruption insurance proceeds from hurricanes Katrina and Rita. Expected offsets include lower margins in the E&P business due to lower expected price realization, the absence of a mark-to-market benefit from hedges designated following the 2005 hurricanes, and a $0.01 per share expense from Tropical Storm Ernesto. We are reconfirming our full-year 2006 operating earnings guidance range of $5.05 to $5.25 per share, although we would expect actual earnings to fall between the low-end of the range and the mid-point, assuming normal weather in the fourth quarter. Three non-operational factors have negatively impacted our 2006 projected results: In total, these three factors have reduce projected earnings by $0.40 per share. Of this impact, $0.35 per share can be attributed to the E&P business unit. That we expect to produce earnings within the original 2006 guidance range, in spite of these non-operational impacts, is confirmation that the fundamental earnings power of the company is not only intact, but operationally Dominion is performing better than planned. Even more compelling is the fact that the core utility and power generation businesses that will comprise the new Dominion -- that is, Dominion delivery, Dominion energy, and Dominion generation, have been able to more than offset commodity price and utility weather impacts, and have produced earnings well ahead of their original plans. We are not only pleased with results for the first nine months of 2006 -- we are confident in our future. Now I will turn the call over to Tom Farrell for his report on Dominion’s strategic review process. Tom. Thomas F. Farrell: Good morning. Before getting started, please note that we posted a supplemental information kit on our website this morning, and I will refer to several slides in the kit during our discussion. The kit is intended to provide reference material to help you understand and model the new Dominion. For the past nine months, we have conducted a review of Dominion’s current business strategy. We considered market data, had multiple conversations with major institutional shareholders, consulted with various advisers, and had extensive internal discussions and debate. We have completed that process and reviewed our preferred approach with our board. We have concluded that pursuing the sale of all of our E&P reserves, with the exception of those located in Appalachia, would result in the right mix of assets for Dominion in the long-term. By redeploying the net cash proceeds of any sale into debt reduction, stock buy-backs, and expansion of our remaining businesses, we believe shareholders would benefit from solid, reliable growth from a complementary set of assets that are among the best in their industry groups. The new Dominion would be refocused and stronger, and would continue to stand as one of the premier integrated electric and gas utilities available to investors. Dominion’s new profile would be a company with: These businesses, on a consolidated basis, should grow operating earnings per share at a rate of 4% to 6% annually. A breakdown of this growth profile can be found on slide 9 of the kit. Dominion’s risk profile would be reduced, as E&P would be a substantially smaller portion of our consolidated earnings. We project our Appalachian production to contribute less than 5% of 2008 operating earnings post-sale, about the same percentage it represented before our merger with CNG in the year 2000. The sensitivity of Dominion’s earnings to movements in the price of oil and gas would be approximately two-thirds lower after a sale. Moreover, the remaining commodity exposure would be more predictable and easier to hedge going forward. Our present business mix has made it difficult for our traditional shareholders to understand Dominion. Despite our best efforts, we have not been able to convince the investment community that the combination of our high quality E&P reserves and the results delivered by our management team and employees, deserve the same earnings credit as more highly-valued, utility type assets. The percentage of our earnings derived from our E&P business exceeds the comfort level of those investing in the utility sector. This is reflected in Dominion’s significant discount to its utility peer group. Our E&P management team and employees have created a great deal of value for our shareholders, but we do not believe it will ever fully be recognized in Dominion’s stock price. At the same time, we expect the premier quality of our reserves, operations, and employee group to produce significant cash proceeds. After-tax cash would first be used to reduce debt by an amount that would be necessary to maintain our existing credit metric targets. We believe this, combined with a lower business risk profile, will enable us to maintain or improve our credit ratings at both Dominion and CNG. We would use the remainder to reduce our share count through stock buy-backs, unless specific investments are available in our remaining businesses that would provide a superior alternative. We expect, and have been advised, that once any sale is completed, our per share earnings times an appropriate industry multiple would result in a higher stock value than if we continued on our entire E&P portfolio. I want to make it clear that our strategic review process is complete and that we intend to keep the resulting business profile for the foreseeable future. However, our review of individual assets in each business unit will continue unabated. We will work to improve the return on invested capital across the company. You will appreciate that this has not been a precipitous or an easy decision. We are blessed with one of the nation’s best oil and gas operations and outstanding employees. It is our belief that not only will Dominion shareholders benefit, but our E&P employees will have more opportunity to apply their skills and talents in a company grounded in the oil and gas industry. Some of you may wonder why we would retain our Appalachian reserves and production. There are a number of factors that support this decision. As you can see, on our asset map shown on slide 8 of the information kit, these reserves are located in the middle of our gas pipeline, gathering, and storage businesses. Oil and gas production activities help us maximize the value of our entire investment in the region. Drilling costs per well are relatively low, and we have experienced a 98% success rate in the region over a long period of time. The location of this production creates a positive basis differential compared to other producing areas. Annual depletion rates are low, which reduces capital needed to replace lost production. Finally, retaining over 1 trillion cubic feet of reserves provides us an indirect hedge for the financial impact of potential CO2 regulations. There is a lot of industry interest in all of our E&P assets. We have already fielded several reverse inquiries, even before this announcement today. The sale of all the reserves to one buyer is our preferred approach for a number of reasons. We believe we will receive a premium from a strategic buyer, and our employees deserve a chance to keep this program together, as long as we obtain maximum value. We will begin a formal sales process in mid-February, after our 2006 reserve audit is complete. Our expectation is that any transaction from this process would close around mid-2007. During our strategic review, we thoroughly analyzed an IPO spin-off and determined that it would not create shareholder value equal to the anticipated value which we expect to be created by a sale. We will, however, revisit this option in the event that we do not achieve expected value for our sales process. For Dominion, today’s announcement is not about retrenchment. It is about refocused grow. We are looking at significant earnings expansion over the next few years from a variety of factors we have reviewed previously. Also, we have our sights set on other opportunities. There are many positive events on the horizon. For example, starting next July, Dominion Virginia Power will revert to a traditional fuel clause. We will not be eligible for a one-time true-up for periods prior to July of 2007. We will, however, be eligible for true-ups in all future periods. Had we functioned under a traditional fuel clause this year, it would have net more than an expected $300 million in additional operating income for 2006. We also will benefit next year from higher prices, realized for our New England generating units, and capacity payments under forward-capacity markets, as well as continued growth in our electric distribution service area. We are adding about 40,000 new customer accounts per year. You are also aware of the discussions about building a new coal fire power station in Southwest Virginia. We are in the process of obtaining an early site burning to build a third nuclear unit at North Anna Power Station if and when the right regulatory and financial incentives materialize. The Cove Point LNG expansion is scheduled to come online in 2008. We are also looking for other growth opportunities in our remaining core business lines. We will seek opportunities to produce strong returns on invested capital and to create long-term shareholder value. With our strategy more clear and a financially stronger company, we will be positioned to pursue those opportunities. Today’s announcement is a result of a new way of looking at our business. Earnings and cash flow are important, but so is maximizing the risk reward ratio of our investments. Although Dominion pays a sizable dividend from the income we derived from our existing operations, we believe that we can pay out a higher percentage for the remaining businesses, which will have a lower risk and more consistent overall earnings profile than we have today. It is too early to change our dividend policy, but management will address the possibility of an enhanced quarterly dividend following any transactions related to our strategic decision. We have been ably assisted in this work by JP Morgan, Lehman Brothers, and Juniper Advisory LP. Advising us on market perception of our existing and future activities has been Steve Fleishman of Merrill Lynch. Our legal advisers are Baker Botts and McGuire Woods. There is much work to do to accomplish the sale of these E&P properties. Our whole organization has geared up to make it a successful process. Once again, as I have done on many previous occasions, let me say how much we appreciate the professionalism and excellence demonstrated by Duane Radtke and the entire Dominion E&P team. I am now going to turn the call back over to Tom Chewning to discuss some of the financial aspects of the transaction. Thomas N. Chewning: Thank you, Tom. Many of you may want to model the company’s earnings per share following its sale of the E&P reserves. An important modeling assumption is the estimated sales price of the non-Appalachian assets. None of us knows exactly what the market will pay for these assets, but we do know that the market is strong. Industry observers have described these properties as the most attractive to be placed on the market in the last 10 years. We have been advised that based on the superior quality and demand of E&P assets and reserves, plus development potential, the proceeds we should expect to receive should fall in the upper range of recent, comparable transactions. It would not be appropriate for us to provide you with a forecast of sales proceeds at this time. Each of you has your own perspective and models when you estimate values of oil and gas properties. Presumably, all of you would look to what you consider to be comparable recent transactions. We have found the J.S. HURL database to be an excellent source of information, and after this call, our investor relations group will be available to direct you to where you may obtain additional information along these lines, or to answer other follow-up questions you may have. A significant determinant of value is the level of proof reserves being sold. Total estimated reserves as of September 30 are approximately 6.6 trillion cubic feet equivalent. Non-Appalachian reserves to be sold are approximately 5.5 trillion cubic feet equivalent. These are un-audited estimates. The tax basis for the non-Appalachian reserves is $3.8 billion. As we move forward, we will be working to improve the tax profile of the transaction, either through recognition of existing, un-utilized tax carry-forwards, or through the tax impacts of any transactions that result from our ongoing asset review process. Slide 10 of the supplemental information kit provides a number of other key modeling considerations, which you may find helpful in estimating the financial impact of this transaction and modeling 2008 earnings per share for the new Dominion. Although today’s strategic decision was not made for short-term market impact, we expect that Dominion’s stock price will be greater after completion of the sale, debt requirement, and stock buy-back processes than it would be if this course was not followed. This concludes our prepared remarks on both the third quarter results and our decision to market our E&P business. We are happy to take your questions. Lindsay, would you open the lines?

(Operator Instructions) Our first question comes from Greg Gordon with Citigroup. Sir, please go ahead. Greg Gordon - Citigroup: Thank you. Good morning, gentlemen. I have several questions. First, let’s talk about the strategic review and then I will circle back to the quarter and the year. First, when we look at your outlook for ’07 and ’08, and we look at, would it be safe to start by looking at the May 22nd analyst presentation, adjusting for known or measurable changes in the commodity price outlook, as sort of the base off of which we should then be thinking about how we model this transaction? Thomas N. Chewning: I think you can do exactly what you just described. We outlined on May 22nd the earnings expectations as well as sensitivity to commodity prices, so if you would update that for our recent hedge activity and commodity prices, that is a pretty good base to use. Greg Gordon - Citigroup: Okay, so the long-term earnings growth rates you are talking about are off that ’08 base? Thomas N. Chewning: Yes. Greg Gordon - Citigroup: Okay. Second, is there anything that we need to be aware of in terms of how the hedge accounting on hedges that are at the corporate level might impact earnings in this transition? Are these assets going to be discontinued for earnings perspective? How should we think about the accounting as we transition from owning these assets to not owning these assets? Thomas N. Chewning: I am going to let Steve Rogers give you an accounting primmer on this, but one of the questions I will answer up front, in case it is going to be asked, in terms of a transaction, we will settle all the outstanding hedges before the transaction is complete, or as it is completing, so that is if they are sold, so that part is in the transaction, but Steve will comment on where we are from an accounting standpoint. Greg Gordon - Citigroup: Does that include the VPPs? Thomas N. Chewning: We will deal with the VPPs as necessary, yes.

If I do not answer your question, just pipe up with another, but I think what you are asking is would we leave our hedges in place at this point, given this announcement. Right now, the hedge relationships that are in place do exist and we continue to leave them in hedge accounting. How we would evaluate whether they stay in hedge accounting would just depend on what happens with a prospective deal, and as we receive offers and as we go through the process, then we would obviously keep everybody appraised of that as things develop. Thomas N. Chewning: It will be business as usual from an accounting standpoint until there is a particular trip wire, if it occurs. Greg Gordon - Citigroup: I am also assuming the reason that the first choice is to sell rather than spin these assets is to generate the cash necessary to permanently de-lever the core business? Thomas N. Chewning: I think our preference to sell as a group relates an awful lot to trying to keep our employee base intact. They have created a tremendous amount of value, so that -- assuming that we could get the same value from one seller that we could in multiple processes, that is our preferred route. It does not necessarily have to be the route that creates the greatest value, but we assume that it might, but we do not have any knowledge right now that would tell us which would give the highest value. Greg Gordon - Citigroup: Well, you are giving up -- there is a tremendous amount of tax leakage in an outright sale. My question is, what is the offsetting benefit to the corporation that makes you prefer a sale to a spin, when a spin would obviate the tax leakage? Thomas F. Farrell: Greg, when we went through the analysis, we looked very carefully at a spin, whether it was a pure spin or a spin with an IPO, and we compared that to the results for the sale, including the tax leakage, which we are going to, as Tom said in his portion, we are going to work hard on to reduce the tax leakage, and we have some opportunities there. When you look at the results going down either one of those paths, it was clear to us that more shareholder value was created going down the sale path than down the IPO spin path, for a variety of reasons. But we looked at it extremely carefully. We will deal with a certain amount of debt, but we will have a very significant amount of cash left over, which will be used for stock buy-backs. Thomas N. Chewning: If I could just maybe add one more thing to that, the equation of creating value if we had a spin, our shareholders would have two pieces of paper. The litmus test would be if those two pieces of paper were worth more than one piece of paper, so you are taking significant risk on IPO value there is using an IPO discount. If you take a look at pure play E&P companies and their multiples, our analysis did not show a gain for our employees in the scenario. Of course, the reason we keep it open is two-fold. One, because we want to make sure that we can realize what we expect to realize on a sale process, and secondly, markets change, so if the multiples of the E stocks changed, et cetera, it might bring it back into play, but that was the analysis from recent market data. Also, the other factor is that when you have tax leakage, you use a 37% tax rate. Even if we did not improve it, you have to compare that to premiums being paid over market values of E&P companies, and there really kind of has to be a cancellation of the tax leakage by the amount of premiums normally paid in big transactions. Greg Gordon - Citigroup: Two more questions. One, I did not hear, or maybe I missed, what you think you can do to improve your tax basis, or offset some of the tax leakage. Could you comment on that? Then, on the quarter, you said there were three factors that lowered the quarter and the year’s expectations, and several factors that improved in the core business that allowed you to stay within the range. Could you reiterate those, please?

Greg, this is Steve Rogers again. On the tax question, as Tom mentioned, we are going to look at our available tax laws, carry-forwards, and also some potential other transactions that may come up as part of the asset review to try to minimize the tax impact. One thing I would comment on there is if you look at our 2005 tax disclosure in the 10-K, it would look on paper that there are some very large tax shields that are available and in place to shield some of the cash impact. I just want to caution that some of our activity this year in 2006, our normal business, the Dominion Peoples and Hope sale, have reduced those carry-forwards significantly through the end of September. The ultimate use of these carry-forwards and tax credits will depend on proceeds received, structures of transactions, and things like that. But on a net basis, we think in that area, we could probably get up to about $300 million of federal and state income tax cash benefits to help shield the tax impact of the transaction. Thomas N. Chewning: On the other side of that, that is what we have today. In our asset review process, should we find transactions that would create income and may or may not have tax losses associated with them, but would also improve our ROIC going forward, those are things we are not going to quantify for you because we have to go through the review process. Obviously, we will be incented at this time, should we create, and we expect to create, large capital gains, that we would be looking for opportunities to win win in a situation where the market is willing to value assets that we hold, and on a much higher multiple that what we traditionally have done, as you have seen in the marketing, not only of two LDCs but also some generation properties in the Midwest. Joe O'Hare: Your second question involved the factors that impacted 2006 projected results. We saw lower commodity prices than expected going into the year. We did receive lower business interruption insurance proceeds than we originally guided, and weather in the utility area was lower than expected. What we are saying is those three factors were offset through other operations, and that a large majority of those items really are included in the E&P business, $0.35 out of the $0.40. Greg Gordon - Citigroup: Thank you, gentlemen.

Thank you for your question, sir. Our next question comes from Dan Eggers with Credit Suisse. Sir, please go ahead. Dan Eggers - Credit Suisse: Good morning, guys. Not to be asking for what are you going to do for me tomorrow already, but could you just give a little comment on the thoughts about main to main, and does that change at all, or do you broaden the scope for the ongoing businesses with the move beyond E&P? Thomas F. Farrell: Well, at least you gave us 10 minutes into the call, Dan, to ask that question. Dan Eggers - Credit Suisse: It is 39 minutes. Thomas F. Farrell: 39 minutes -- I meant in the Q&A portion. No, I am glad you did ask the question. Some may recall that in the May 22nd presentation that we did in Boston, we said that we were no longer going to restrict ourselves to main to main, that we were going to look anywhere east of the Mississippi River-ish, sort of states just west of the Mississippi River and everything east of the Mississippi River, and we will continue to do that and look for all the alternatives we can that are in these pipeline business, storage business, electric business, generation business, et cetera. Dan Eggers - Credit Suisse: Okay. I guess, Duane, since we might not have anymore opportunities to ask, could you just talk a little bit about the drilling program for the fourth quarter, and are there any big projects out there that could get moved from P2, P3 to a P1 situation before final audit at year-end? Duane C. Radtke: Sure, Dan. You know, the projects continue. The on-shore program, we continue to expand. I think if you look at the details in the Q and the K, the number of wells that we drilled were on a substantially higher pace than even last year, so we do continue to expand those programs. On the off-shore, for the most part, it is business as usual. Everything is -- Devil’s Tower is on at about 40,000 a day. We are doing a sidetrack at Frontrunner, so it is just normal things. As part of the ordinary process of doing reserves, obviously we will take into account all the additional drilling that takes place in the fourth quarter. Nothing outside the ordinary. Dan Eggers - Credit Suisse: So no big push at the end here? Duane C. Radtke: Well, we have a push every year. Dan Eggers - Credit Suisse: One last question, I guess just thinking about it in earnings composition perspective. As the generation fleet within Virginia goes to a competitive market and you look at the size of the merchant fleet already, you guys are again going to be not year-to-year explicitly, but longer term, more exposed commodity prices, probably more than half, even as we look out. Is there anything we should think about from an earnings balance perspective, even in a post-E&P era source, how much quality price exposure you want? Thomas F. Farrell: You are talking about in 2011? Dan Eggers - Credit Suisse: Yes. Thomas F. Farrell: Well, we will see how that works its way through. If the generation fleet in Virginia will go to what we expect to be -- we will have to see, but our expectation is it will be a PJM style market rate, because that is the RTO that we are in and that is what the legislation calls for, assuming that the commission finds that it is a competitive market, which we believe that it is -- aggressively competitive market. That sits out there, Dan, and we will work our way toward that, but we have a few years to deal with that. Dan Eggers - Credit Suisse: Okay, thank you.

Thank you for your question, sir. Our next question comes from Terran Miller with UBS. Please go ahead. Terran Miller - UBS: Good morning. A couple or three questions, if I might. Number one is, can you quantify how much of the VPPs will be removed from the rating agency’s calculations on [DID]? Number two is, do you think you are going to have any issues moving proceeds from CNG up to Dominion under the indentures?

First off, on the VPPs, we just need to work through that through the sales process, and once it is all said and done and we know exactly how that is going to be treated, then we would expect the rating agencies to make the appropriate adjustment. Terran Miller - UBS: Just how much is it imputing at this point?

I’m sorry? Terran Miller - UBS: How much are they imputing at this point?

They are -- I will give you a number in just a second. The second part of your question, in terms of getting the proceeds from CNG to Dominion, it is early to talk about what we will do with use of proceeds and exactly which debt we would retire. We have retained counsel. We are reviewing and have reviewed all the relevant financing agreements, and we certainly think we have the ability and flexibility to do what we are talking about doing in terms of asset sales and debt reduction. In terms of specifics, where the debt is retired, it is too early to go into that. Terran Miller - UBS: Okay, and could you remind us what your debt targets are for either CNG and/or for Dominion?

The debt targets will remain the same. Of course, this is going to reduce our risk profile, and our credit metrics, the targets for the credit metrics will stay the same. For FFO to interest, we expect to produce greater than or equal to 4.2 times coverage, and for debt to cap, we expect to be less than or equal to 50%. Terran Miller - UBS: Thank you very much.

Terran, in response to your earlier question, the debt adjustment right now for the VPPs is just over $300 million. Terran Miller - UBS: Thank you.

Thank you for your question, sir. Our next question comes from Hugh Wynne with Sanford Bernstein. Please go ahead. Hugh Wynne - Sanford C. Bernstein: I was just hoping to get a little more clarity around how to model the balance sheet impact of the sale. I assume that the way in which you would allocate proceeds to the repurchase of capital would be to ensure that your adjusted debt to capitalization ratio met your 50% target, and your adjusted FFO to interest ratio met your 4.2 times target, to the extent that the after-tax proceeds of the sale were in excess of the amounts required to pay debt to meet those targets, and that excess would be applied to share repurchase, or is that too ambitious?

Yes, that would be a fair statement. Hugh Wynne - Sanford C. Bernstein: Okay, and then, I am just trying to clarify something I thought I heard earlier. Did you all state that you had approximately $300 million of unutilized tax loss carry-forwards that you could apply against the taxable gain from the sale of E&P, or did I mis-hear that?

We think that we could probably use up to $300 million, depending on the tax profile at the time and deals and all that, but that is our estimate at this point. Hugh Wynne - Sanford C. Bernstein: Very good. Thank you.

Thank you for your question. Our next question comes from Jonathan Arnold with Merrill Lynch. Please go ahead. Jonathan Arnold - Merrill Lynch: Good morning. A couple of questions, just one picking up on something Greg was asking about. On the slide where you talk on a pro forma basis, E&P would have been 40% of 2008 on a status quo type basis. Are we to assume that is an adjusted mark-to-market 2008? Are you referring there just to the piece you are selling or to the overall E&P business? Thomas N. Chewning: I think it was referring to if we kept the entirety of our E&P business as we know it today. Jonathan Arnold - Merrill Lynch: I had a follow-up as well. Is there an update on your Midwest generation, the generation after sales of the Midwest, when you would expect to make a decision on those. Thomas F. Farrell: Nothing to announce yet, Jonathan.

Thank you for your question, sir. Our next question comes from Rebecca Followill with Howard Weil. Please go ahead. Rebecca Followill - Howard Weil Incorporated: Good morning. Several questions for you. You said that you would reduce your debt sufficient to maintain your current credit metrics. Could you give us specifically how much that is? Another on the discontinued operations -- could you clarify again what point it would go to discontinued operations on the earnings? Then I have two more as well. Thomas N. Chewning: On the first one, we are going to stop short of giving you an exact dollar amount, although I know you well enough to know that you will get very close to what we probably need to do, combined with what Scott said earlier about our debt to cap and FFO to interest coverages. But obviously, it is not an absolutely putting a micron on a mud puddle, but you will get very close, and that is our first order of business, is to keep our credit metrics intact, while our credit profile is improving. In terms of asset health of sales, we have certainly not tripped the different conventions that would create that situation, and it would probably be, and Steve could say something more specific, the transaction was being actionable.

We would have to get to some more definition around a specific or a proposed transaction, get a little further down the road and analyze it as we go. There are very prescriptive rules that we would have to follow. Rebecca Followill - Howard Weil Incorporated: Why put on additional hedges at this point when you are looking to sell? Finally, on the Appalachian properties, any plans to change the strategy there? There is a lot of activity going on with horizontal drilling and full drilling. By having a smaller business, any plans to possibly change that strategy? Thomas F. Farrell: With respect to the hedging activity during the third quarter, if that is what you are asking, Rebecca. Rebecca Followill - Howard Weil Incorporated: Yes, I am asking two different questions. Thomas F. Farrell: We came to this decision towards the end of the third quarter. We have said from the beginning that we were going to continue business as usual as we went through the process. So we did that. We saw what we thought were very good prices, but we have said the last couple of years that we were going to average in over time in various percentages, and we continued that activity through the third quarter. We have reached the hedge targets that we have in our plan at present, so we will continue to look at that as we go along, but I would not expect a great deal more hedging, at least in the E&P side, over the next few months. With respect to the Appalachian business plan, we will be looking very hard at expanding that business any way we can as we go through time, because the rest of the company is going to be growing at a fairly rigorous pace in ’07 and ’08 and ’09. We are very satisfied with the profile of the Appalachian reserve. We have been there for a very long time. Dominion has been there for at least 15 years. We know the people. We know the assets. We have great relationships with all the suppliers in that region. We will be looking at expanding there in various ways.

Thank you for your question. Our next question comes from Paul Fremont with Jefferies. Please go ahead. Paul Fremont - Jefferies & Company: Thank you. First question would be, I know you have not really commented on what you expect in terms of proceeds on the transaction, but generally speaking, can you comment on whether you would expect to see the transaction dilutive or accretive to your earnings per share? Thomas F. Farrell: What we are looking at is, it depends obviously on what the proceeds are. While it may be dilutive to earnings per share initially, we expect in particular when the multiple, we expect the multiple expansion to occur. We trade at a very significant discount to other electric utilities and pipeline companies. We expect as, and have been advised by our advisers, that as we go through the process and we begin to enjoy multiple expansion, that we will increase shareholder value. Paul Fremont - Jefferies & Company: The second question is, could you indicate to us, sort of on a growth basis, the amount of debt that would be affected by the sale? Would the provision in that debt be that that debt essentially would become due in payable, or do the debt holders have to give permission, if it is beyond a certain percent in terms of asset sales?

First off, there is about $2.9 billion of debt at CNG. Of course, we expect to take in proceeds much greater than that, so we would be looking to retire debt elsewhere in the portfolio. As far as which specific debt issues would be retired, it is as I said earlier, it is much too early to determine that. In terms of ability to transact the sale, as I said earlier, we have retained counsel and have reviewed all relevant covenants in all the documents and certainly believe that we have the flexibility to do this. Paul Fremont - Jefferies & Company: But is there also a change in status as -- there is like $7 billion of debt at the Dominion resources, or the holding company level. Does anything happen, based on an asset sale, to that debt?

No, it does not. Paul Fremont - Jefferies & Company: My last question would be you were expecting I think something in the order of 114 ECFE sales on the quarter. You came in 5 above that. Could you describe what would have caused the variance to your guidance expectation that you put out? Also, given the very strong performance in the third quarter, what would be the difficulty in getting to the high-end of your guidance range on the year? Thomas F. Farrell: The first part, I will ask Duane to cover on production, and then I will ask Joe O’Hare to cover the second. Duane C. Radtke: Good question. The production was up mostly in the off-shore. We had a continuation of the strong performance we had in the first-half, which is a combination of timing when we built our models and our plan, as to when we would be able to bring some of this production back on. Also, some of the early performance in some of the reservoirs were stronger than what we had predicted in our models. Likewise, the on-shore continues to expand, and we are having some great results there. I actually go back to Dan’s question earlier, too. That certainly is going to be a driver towards where we look at for year-end reserves. We have had a great year and great reserve replacements, particularly in the third quarter here, so the programs are doing very, very well. Paul Fremont - Jefferies & Company: On the year, in terms of guidance? Joe O'Hare: If you take a look at Schedule 6 in the earnings release, you probably have not had a lot of time this morning to model that out, but there are a couple of negative factors in comparison to the fourth quarter of ’05 that is really going to produce not a favorable comparison. So you have to add that to the year-to-date. Two things, namely. One is the average realized price expectations with E&P are affected certainly by market price compared to last year, as well as the fact that some of the hedge prices have actually been recognized in prior periods through some of these FAS-133 mark-to-market gains. If you model out the E&P margin expectation, that is going to be a little low. Plus, you have benefits of FAS-133 from the fourth quarter of ’05 that do not recur in the fourth quarter of ’06. We will be happy to work through the details of modeling that with you, but I think that it is all clear if you look at the variables on page six, or Schedule 6, excuse me.

Thank you for your question, sir. Our next question comes from Sam Brothwell with Wachovia. Please go ahead. Sam Brothwell - Wachovia Securities: Good morning. I think most of mine have been hit, but one thing that occurs to me, now that you are principally focused in Appalachia on the gas business, and you have some other gas assets that would qualify, would you consider looking at an MLP structure for any of those things? Thomas F. Farrell: We will continue to look at anything we can do to enhance return on invested capital and shareholder returns, as we go along. But I do not want anybody -- I want to make it clear, as I said before, we are finished looking at our mix of assets here. We are very content with what we are retaining and going forward with. We think they are top-of-class in every single industry sector. They are performing at peak levels. We will always look at what we can do to increase shareholder value, but the mix of assets, the review of whether we should be in this business or that business, is at an end. Sam Brothwell - Wachovia Securities: Thank you very much.

Thank you for your question. Our next question comes from Brooke Glenn Mullin with JP Morgan. Please go ahead. Brooke Glenn Mullin - JP Morgan: Good morning. If you look at the cost structure for the Appalachian properties, I assume that those are better than your portfolio as a whole. Could you give us a sense of what the listing cost and the DDNA on just the Appalachian portfolio would be, or at least a range?

Brooke, we are going to lay out any of the drivers and assumptions related to the continuing businesses, or remaining businesses, I guess I should say, at the appropriate time, most likely in the first quarter of 2007. We have not broken out those costs at this time, and we are really not prepared to do that today. I would be on the lookout for the drivers and assumptions after the turn of the year. Brooke Glenn Mullin - JP Morgan: Is it fair to assume though that those would be lower than the portfolio as a whole?

I am not really sure. I think I would rather wait to -- Duane C. Radtke: That is a pretty broad question, and you have all sorts of different types of reserves, so I do not think that is a -- if we were to answer one way or the other, it still would not lead you to the conclusions. Brooke Glenn Mullin - JP Morgan: Thank you.

Thank you for your question. Our next question comes from Matthew Lennie with UBS. Please go ahead.

It is actually [inaudible] with UBS. Just a couple of quick questions. Most of mine were actually answered at the beginning. That said, I wanted to gauge your commitment in terms of selling the E&P assets, excluding Appalachia. In particular, I am assuming you have price points of what you would like to see out of the different areas and so forth. If you do not achieve those price points, would you consider once the auction process is over, that you would consider keeping let’s say the longer live reserves, but put more focus on selling the shorter live reserves? Thomas F. Farrell: We think that there is very little likelihood that we will not get the value that we will be looking for. We have had very expert advisors in here looking at our assets and they have described them to us as the best set of assets they offered for sale in the last 10 years. That said, if we do not get the levels that we are looking for, we will take a look at doing, we will reconsider the IPO spin option. After that, we will take a look at other alternatives as well. But I do not expect to get to that spot.

Okay, and one last question, just on this strategic review. You had said earlier that it is ongoing, but you will continue reviewing on an individual asset basis. Given your strategic review and so forth, will you be more focused on organic growth, cap-ex, or strategic bolt-on acquisitions? Or is there still a possibility that there is some assets that you still may sell but they will be more on an individual asset basis? Thomas F. Farrell: I think both -- either you said there is an or in all that, and I think both are correct. We will be looking at organic growth. We will look at buying additional generating assets, pipeline assets, storage assets that will continue to grow our retail business. We will look at expansion in Appalachia, but we will be looking, as we have been over the last couple of years, at how each individual assets are performing, and compare that to how the rest of the company is performing, and if we cannot see a way to fix it, we will sell it.

Fair enough. When you say that you are looking to potentially buy some assets and so forth, would you actually consider swapping some E&P assets that are up for sale for a, for example, a pipeline or a storage asset that is of interest with another company? Thomas F. Farrell: We have been down that path before. Unfortunately, you do not really get any tax advantage out of that, because it is not really a life-time exchange that will qualify particularly well, but we certainly would be happy to consider it if we found the right set of assets and if we found a tax advantage to it.

Thank you for your question, sir. Ladies and gentlemen, we have reached the end of our allotted time. Mr. Chewning, do you have any closing remarks? Thomas N. Chewning: I do, and Tom Farrell does. Tom. Thomas F. Farrell: I want to thank you all for listening. I want to make it clear that we are not selling the E&P business because we feel that we have to for any particular reason. Our E&P company is performing at exceptional levels. Market prices are very good for these types of assets. We are selling it in a situation in which we consider ourselves to be in a position of strength, moving from a position of strength into a subsequent position of strength. The people that have worked with us there have done a tremendous job, and we are very pleased that they have been part of Dominion and we have high expectations of them working with us through the balance of this process. It was a decision that we did not reach easily, but it is one we think is in the best interest of the shareholders over the long term and the employees. Thank you. Thomas N. Chewning: Just a reminder, our Form 10-Q will be filed with the SEC later today. Our fourth quarter earnings release is scheduled for Wednesday, January 31, 2007. We would like to thank everybody for joining us this morning. We will be at the EI conference in Las Vegas next week, and we look forward to seeing many of you there. Please enjoy the rest of your day. Thanks very much.

Thank you. That does conclude today’s teleconference. You may now disconnect your lines at this time, and please have a wonderful day.