Laura Kottkamp - Director of Investor Relations Thomas N. Chewning - Executive Vice President and Chief Financial Officer David A. Heacock - President, Dominion Virginia Power Paul D. Koonce - Executive Vice President, Chief Executive Officer, Dominion Energy Mark F. McGettrick - Executive Vice President, President and Chief Executive Officer, Dominion Generation Thomas F. Farrell II - Chairman, President and Chief Executive Officer

Greg Gordon - Citi Paul Pederson - Glenrock Associates Paul Fremont - Jefferies & Company Dan Eggers - Credit Suisse Jonathan Arnold - Merrill Lynch Hugh Wynne - Sanford Bernstein Carrie Saint Louis - Fidelity

Excuse me everyone. On the call today, we have Tom Farrell, CEO and other members of senior management. Please be aware that each of your lines is in a listen-only mode. At the conclusion of the presentation, we will open the floor for questions. At that time, instructions will be given as the procedure to follow if you would like to ask a question. I would now like to turn the conference over to Laura Kottkamp, Director of Investor Relations for Safe Harbor treatment.

Good morning and welcome to Dominion's first quarter earnings conference call. During this call, we will refer to certain schedules included in this morning's earnings release and pages from our first quarter 2009 earnings release kit. Schedules in the earnings release kit are intended to answer the more detailed, discrete questions pertaining to operating statistics and accounting. Investor Relations will be available after the call for any clarification of these schedules. While we encourage you to call in with questions in the time permitted after our prepared remarks, we ask that you use the time to address questions of a strategic nature or those related to second quarter 2009 guidance. If you have not done so, I encourage you to visit our website, register for email alerts, and view our first quarter 2009 earnings documents. Our website address is www.dom.com/investors. And now for the usual cautionary language. The earnings release and other matters that will be discussed on the call today may 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 a discussion of factors that may cause results to differ from management's projections, forecasts, estimates, and expectations. Also on this call, we will discuss some measures about our company's performance that differ from those recognized by GAAP. Those measures include operating earnings before interest and tax, commonly referred to as EBIT. Reconciliations of such measures to the most directly comparable GAAP financial measures we are able to calculate and report are contained in our earnings release kit. Now for the last time, I'll turn the call over to our CFO, Tom Chewning. Thomas N. Chewning: Thank you, Laura and good morning everyone. Following an overview of first quarter financial results and second quarter operating earnings guidance, each of our business unit CEOs will review first quarter performance as well as what they foresee for the second quarter. Tom Farrell will update you on strategic issues and regulatory proceedings, including the Virginia base rate case filed on March 31st of this year. Following Tom's remarks, we will be happy to answer your questions. This earnings call is my last as Dominion's CFO and I am pleased to say that it's an excellent quarter to discuss. Operating earnings were considerably above the upper end of our quarterly guidance range. However, GAAP earnings were reduced by a certain special item that I will discuss later. Operating earnings for the first quarter of 2009 were $0.97 per share, $0.07 above the upper end of our quarterly guidance range. As we've done each quarter since this time last year, we look at weather and tax variations from the guidance to get an appropriate view of how we did versus our forecast. Favorable weather added $0.03 per share, while our taxes cost us $0.02 more than expected. Storm damage and restoration cost us an additional $0.01 per share. After normalizing for these items, we're back to operating earnings of $0.97 per share. You find complete reconciliations of operating earnings compared to quarterly guidance on pages 33 to 39 of this morning's earnings release kit. Interestingly, the first quarter reveals certain dynamics related to the nation's economic recession that helped create the positive variance to guidance. The federal reserves continued support of short-term markets reduced Dominion's borrowing cost for the quarter versus our projection. Track spreads as well as income from our producer services and parking loan activities benefited from movements of and between commodity prices in the quarter. Lower natural gas cost have led to increased dispatch at our Fairless and Manchester stations. And decreasing demand for goods and services resulted in lower cost, helping us to achieve our targeted O&M reductions. As it relates to demand for energy, our first quarter '09 results compared to first quarter of '08 demonstrate that our earnings sensitivity to regulate the electric sales variances are minimal. Our first quarter megawatt hour sales were 3.8% below our forecast and 2.4% below first quarter of '08. However, as shown on page 52 of our earnings release kit, our first quarter weather normalized base revenue was only 1.7% below first quarter of '08 and was actually 6/10th of 1% higher when rider revenue is included. Assuming that our first quarter sales variances by a customer class hold true for the remainder of the year, we would expect to earn approximately $0.035 less than originally forecast for 2009. Well within 2009 our guidance range. However, we continue to believe that demand growth will return later in 2009. As you will hear later in the call, Tom Farrell will provide support that the Virginian economy appears to be leveling off and there are many expected uplifts as the year progresses. This strong first quarter performance allows us to reconfirm our 2009 operating earnings guidance range of $3.20 to $3.30 per share. GAAP earnings were $0.42 per share. I mentioned earlier that GAAP earnings were reduced by certain special items. Too large non-cash special charges were taken in the quarter. First, due to low per month natural gas prices at the end of March, our oil and gas cool suffered an impairment of $272 million. Even if gas prices continue to be depressed, we believe we still have extremely valuable E&P assets in Appalachia. And we have no value in our cost pool for the greater than 500,000 acres of Marcellus acreage we still control. Second, the net losses in our nuclear decommissioning trust funds were approximately $50 million. Given the date some projected decommissioning cost of our units, these trust assets are still sufficient to fund our future obligations. A reconciliation of GAAP to operating earnings can be found on schedules two and three of our earnings release kit. Cash flow for the first quarter was approximately $1.5 billion, over $900 million greater than the first quarter of 2008. And liquidity available at the end of March was approximately $3.4 billion, which is an increase of nearly $0.5 billion since year end 2008. For statements of cash flow and liquidity, please see pages 17 and 53 of the first quarter earnings release kit. We have completed our plans to raise equity from the market for 2009. Since our last earnings call, we have raised $250 million of equity. 57 million was raised through a debt for equity swap, 2 million in a private placement with officers and directors and 191 million was raised through after-money for durable program. Dominion expects second quarter 2009 operating earnings in the range of $0.61 to $0.66 per share, compared to actual operating earnings of $0.50 per share in the second quarter of 2008. Complete details of the company's second quarter 2009 guidance can be found on pages 40 through 46 of Dominion's earnings release kit. Many analysts and investors are focusing on Dominion's sensitivity to natural gas prices and looking at potential earnings levels in 2010 and beyond. It is important to realize that there were severally potentially counterbalancing assumptions in our long range earnings picture. Should the current recession be prolong beyond 2009, we should expect natural gas prices to remain lower than our outlook range of $6.77 to $7.25 per mmbtu. However, we should continue to experience less inflation and non-fuel O&M expenses and lower borrowing cost than we have included in our prior forecast for 2010. There will undoubtedly be continuing opportunities to arbitrage between commodities as long as there is any volatility in the marketplace. Low natural gas prices would allow our merchant gas generating facilities to be dispatched more regularly, helping to offset some decrease in margin from that other unregulated generating stations. Ultimately, the nation's economy will recover and with it, natural gas prices will surely rise. However, we believe our combination of businesses will continue to show reasonable growth, while the economy and commodities are depressed. My point is not to consider one sensitivity in isolation when estimating Dominion's future operating earnings prospects. As demonstrated by those dynamics of our first quarter results, the Dominion business model can still produce strong earnings in a down economic cycle. With that, I will turn the call over to Dave Heacock. Dave? David A. Heacock: Thank you, Tom. Dominion Virginia Power experienced strong financial and operational performance in the first quarter. From a financial perspective, we produced an EBIT of $225 million, the midpoint of our guidance range. Favorable revenue related to weather was directly offset by restoration expenses, caused by major snow and ice storm in early March. Operationally, our regulated distribution and transmission businesses continue to see steady improvement in the metric we use to measure reliability. At the end of the first quarter, our average minutes out per customer for the previous 12 months excluding major storms, stood at 119.5 minutes as compared to 123.7 minutes at the same time last year. Since 2004, we have realized a 19 million improvement in this important metric. We also experienced continued strong safety performance in the first quarter. The OSHA recordable incident rate, the number of incidents per 100 employees per year for the Dominion Virginia Power remained at an all-time low of 1.8. New connects in our electric service territory finished the quarter at 7400 and are on pace with our annual forecast of 30,000. Looking longer term, over the next five years, we remain confident that we will realize substantial growth in three major areas; data centers, military bases and transportation. Plans are in tact for 14 new data centers to be built in Northern Virginia by 2013. That equates to a projected load equipment of nearly 130,000 homes. Military expansion projects related to base field line and enclosure continued on solid pace with significant construction at Fort Lee and Fort Balbore (ph). The eventual build out of these two locations is projected to add 133 megawatts of load over the next four years. We have also recently received a request for new substation to feed expansion at the Quantico marine base. In the area of transportation, the metro-rail extension Phase I from Balster Truest (ph) in Virginia is fully funded and will be complete by 2013. New growth of the redevelopment in Tysons corner area in conjunction with Phase I is still projected to provide a build out of 480 to 830 megawatts of load by 2013. Construction on two of our major 500 kb transmission lines, Meadow Brook to Loudoun and Carson to Suffolk is progressing on schedule for delivering on time in service day 2011. These lines receive 150 basis point premium that's our first approved 11.4% ROE. As expected we experienced some upward pressure on expenses associated with bad debt in the first quarter. The net charge-off as a percentage of revenue rose to 0.47% as compared to 0.29% at the end of 2008. This number was largely driven by several bankruptcies in industrial sector in February. We will continue to take proactive steps to effectively manage negative impacts of the economy. January marked the beginning of two significant smart meters demonstration projects at (inaudible) and Sharpsville. We installed about 6700 meters and associated equipment in January and February and started the Sharpsville project in early April. To-date the new meter technology is performing well and as expected. With the appointment of smart meters, an estimated investment of approximately $600 million will begin in 2010, continue on a successful completion of these demonstration projects and the establishment of a appropriate cost recovery. Turning to second quarter guidance, we've projected EBIT range of 168 to $184 million. The midpoint of which is approximately $12 million above the second quarter of 2008. We expect this quarter just also be driven primarily by a return to normal storm activity and our electric service territory. Higher DD&A and routine operating expenses are expected to be offset by continued growth in our electric transmission business. I'll now turn the call over to Paul Koonce. Paul? Paul D. Koonce: Thanks, Dave. Energy produced first quarter EBIT of $315 million. This result was well above Energy's EBIT guidance range and above first quarter 2008 EBIT of $304 million. And if you will recall, first quarter 2008 included 4.1 bcfe of now expired VPP volumes. Drivers for the quarter include initiation of service at Cove Point in March and for the full quarter for the gas transmission related facilities, higher market center service revenues and lower fuel expense at gas transmission and higher than expected performance of producer services. These positives were partially offset by the change in rate design at Dominion East Ohio. Energy safety measures were equally impressive. For the first quarter, Energy's OSHA incident rate was down 11% and our loss time restricted duty rate was down 36% and just recently AGA recognized Dominion East Ohio and Dominion Hope with its 2008 AGA safety achievement award for fewest days away restricted incident rates among both large and small gas distribution companies. Turning to operations, Dominion East Ohio's automated meter and pipeline infrastructure replacement programs are both on track. The automated meter program should be almost 50% complete by year end and in less than one year we have already replaced 80 miles of distribution main and 15,000 services lines. Both investments qualify for rider treatment. During the quarter, Dominion Transmission filed its peer modernization project. This filing represents 50 million of budgeted capital and more importantly, will enable Cove Point to receive the world's most advanced shifts. This project is expected to be complete in mid 2011. Dominion Transmission continues its practice of incrementally expanding its pipeline network through a series of bypass projects. Pubs one, two ant three, Rule valley and USA Storage are all on schedule. A discussion of the quarter would not be complete without mentioning Producer Services. This team was able to capture substantial margins due primarily to colder than normal weather throughout the mid Atlantic and Northeast market area and the utilization of firm transportation, storage rights and field service optimization. As in the past, the company has been able to take advantage of the seasonal dislocations that can occur in this business. Now, looking to second quarter guidance. We project an Energy EBIT range of 180 to $205 million. The midpoint of which is an increase of 42 million or 28% over second quarter 2008. We expect earnings to be up due to the full quarter of revenues associated with Cove Point expansion and the implementation of the new rate design at Dominion East Ohio. Now, I would like to turn the call over to Mark McGettrick. Mark? Mark F. McGettrick: Thank you, Paul. Dominion Generation produced first quarter EBIT of $622 million. This result was at the top of our guidance range and represents more than 9% growth over the first quarter of 2008. The major drivers of growth for the quarter were higher margins in our merchant business and improved weather a at regulated utility. Supporting these financial results was continued excellent operating performance across our generating fleet. During the quarter, our nuclear capacity factor excluding planned refueling outages was 100% and our planned refueling outage at North Anna, which included a 10 year in-service inspection, was completed in a record of 25 days. Our fossil and hydro fleet also had excellent performance. Our utility fleet posted its lowest first quarter forced outage rate ever of 3.17%. In addition to our financial results, there are a number of key items at Dominion Generation's report since our last call. First, Dominion Generation's safety performance continues to be excellent. The first quarter OSHA recordable incident rates for nuclear and fossil fleets were 0.18 and 0.88 respectively. Second, on March 27th, we received Virginia Commission approval of Bear Garden, our 580 megawatt combined cycle facility, which qualifies for 100 basis points adder to our base ROE. Construction is now underway and the facility is expected to be operational in the summer of 2011. Third, on April 17th, the Virginia Supreme Court upheld the commission's approval of the Virginia City Hybrid Energy Center, ending a challenge to the CPCN by several environmental groups. Construction of facilities progressing on schedule and currently stands at about 25% complete. We expect this facility to be operational in 2012. Finally, several new projects went on line since our last update. At Ladysmith, a new 150 megawatt peaking unit achieved commercial operation on April 6th, which was 56 days ahead of plan. At our Bath County Pump Store Station, the unit for upgrade of 48 megawatts was completed. And our Fowler Ridge Phase I wind project in Indiana achieved four commercial operations during the quarter, adding 150 megawatts of new renewable capacity to our portfolio. In total, we've added almost 350 megawatts of new capacity this year. Looking to guidance for the second quarter. As you can see on page 43 of the earnings kit, Generation's forecasted EBIT is between 419 and $507 million. The midpoint of that range represents nearly 17% growth compared to the second quarter of 2008. Drivers to this growth come from our merchant generation business, which include fewer planned outer days at our Millstone, Kewaunee and Fairless stations. Partially offsetting this growth is a return to normal weather in our regulated services territory, a heavier than normal utility outage schedule and reduced FTR in wholesale margins at a regulated utility business. Dominion Generation has produced consistently strong growth rates over the past several years and is positioned to continue that trend going forward. I will now turn the call over to Tom Farrell. Thomas F. Farrell II: Good morning everyone and thank you for joining us. For the past two years, we have concentrated on our infrastructure growth plans across the company, while maintaining our focus on safety and excellent operations. This quarter proved no exception. In this economic environment, it would be natural to assume that all large capital projects have been scaled back or even canceled. I assure you that in Virginia, where we are currently the second largest importer of power ammunition; that is not the case. Our state, as you have heard in prior comments, fairs relatively well in recessionary times. The state's unemployment rate continues to run 2 percentage points below the national average. Employment in our service territory is better than the state-wide. Even in this economy, PJM recently reiterated the need for over 4600 new megawatts in Virginia, over just the next 10 years. Our recent rate fillings with the Virginia State Corporation Commission support this multi-year expansion plan and our outlook for continued growth in our service territory. On March 31, we filed the base rate case seeking the first increase in Virginia in 17 years. We also filed our annual fuel case, riders, for our Virginia City and Bear Garden generation plants, and an electric transmission rider. In July, we plan to file an additional rider to capture costs associated with the demand side management efforts in the Smart Metering program that Dave Heacock mentioned earlier. Under a newly enacted Virginia law, we are entitled to earn an equity like return on our am expenses as well as on capital deployed in these efforts. In our base rate case file, we demonstrated the need for a 12.5% return on equity, with an additional 100 basis point premium for outstanding operational performance. I would note that our 12.5% request is within the range of earned returns of our peer utilities. Virginia Power's operating performance is the best in its history, which we believe deserves a premium return compared to our peers. This combined 13.5% ROE, if granted, will serve as the base ROE for the rider projects. Both Virginia City and Bear Garden qualify for separate 100 basis point added to the underlying lab return. Importantly, the rate case is forward-looking. The meter (ph) provides for cost recovery and a return on equity rate base through November 2011; the end of the initial rate period. This was a critical aspect of the legislation enacted in 2007 that ensured we would not face significant regulatory lag on reimbursement of our costs or the opportunity to earn on our expanding capital investments. As the fuel case, base rates and riders are phased in, the total impact to Virginia Power's residential customers is less than a 7% increase. Last week we received a case schedule from the commission. We should keep in mind that our commission and its staff have a lot in their plates in 2009. They have our six cases. Those will be filed shortly with fillings by AEP and then Allegheny. It is understandable they have spread the matters out over the course of the year. In any event statutorily, interim base rates as filed will go into effect September 1 subject to re-file. I mentioned that we were moving ahead on our infrastructure plans in Virginia. As Mark McGettrick reviewed for you, our additions at Ladysmith and our upgrades during the quarter, added almost 200 megawatts of new plant in Virginia. That brings the total capacity added so far under our powering Virginia growth plan to about 7590 megawatts in just 18 months. Bear Garden and Virginia City are under construction. These two plants will add more than 1100 new megawatts in capacity by 2012. We need, however, much more baseload power in Virginia over the next decade. In March, we began a competitive process to determine if nuclear technology vendors could provide an advance reactor for the third unit at North Anna. We expect to complete this initial phase by the end of summer with final negotiations concluded by the end of the year. Dominion and General Electric were unable to reach a satisfactory risk sharing agreement on an ESBWR design. We hope this process will bare better fruit. Also I want to spend a few minutes highlighting our renewable energy programs. We already have a voluntary renewable standard in Virginia, which we planned to meet. Even if federal legislation is adopted, we are well positioned with our current and future portfolio of renewable megawatts. Our Virginia City plants can burn up to 20% biomass and our 83 megawatts Pennsylvania biomass plant is among the largest in the United States. Our share of the in-service megawatts at our Fowler Ridge and NedPower Wind facilities totals nearly 300 megawatts. Our proposed wind farm at Prairie Fork in Illinois would add 300 more; bringing our wind resources to approximately 600. We're also evaluating sites in two Western Virginia counties to consider additional wind farms. Dominion has a number of other viable renewable projects waiting in the background, including an expansion at Fowler Ridge, which we can pursue once we see capital more available. Our recently created Alternative Energy Solutions Group will be looking at emerging legislation and technology to ensure that we are pursuing worthwhile opportunities in maximizing our current portfolio across the company. Let me conclude with a few words about the Virginia economy and the price of natural gas. As I just discussed Virginia, you may want to refer to page 52 of the earnings release kit, Tom Chewning noted that Virginia Power's weather normalized, regulated electric revenue increased by $5 million or about six-tenths of a percent in the first quarter of 2009 over the first quarter of 2008. The increased revenue stream occurred despite a 2.4% decrease in total sales and a nearly 13% decrease in industrial sales. Residential sales decreased a little over 1% and revenues were flat. Commercial sales increased about 1% and revenue increased by 3.6%. These results relate primarily to our customer mix. Residential and commercial customers are responsible for more than 75% of sales and they represent approximately 83% of retail revenue. Industrial customers account for only about 10% of our regulated electric sales and about 6% of our regulated electric revenues. You should compare this to the average utility, which has 26% of total sales and 90% of total revenues from industrial customers. You may find it interesting that our governmental revenues average about 60% higher than our industrial customers' contribution. As noted, this is all shown on page 52 of the earnings release kit. The increase in revenue also reflects the beneficial effects of Virginia's regulatory scheme; because we have current recovery as we expand Generation fleet and Transmission system. In the first quarter, added revenues came only for Virginia City. As the first quarter shows and as we have highlighted in the past, because of the low industrial concentration in our service territory, Dominion's earnings are much less sensitive to changes in the economy than they are to the effects of weather that drive a heating and cooling requirements of our residential and smaller commercial customers. We also benefit from stable revenues that come from the unusually high governmental presence throughout our service territory. In fact this customer mix has worked to the benefit of our customers in our base rate case. If Virginia Power had the mix of a typical utility, we would have to seek a higher rate increase. So while Dominion has been affected by the economic downturn, the impact has been mitigated by our customer mix and a relative strength of our service territory. Looking ahead to our signs of the Virginia economy has hit bottom. Bankruptcies peaked in January and February and are down significantly in March and April. In fact April filings are at the same level as they were in April of 2008 before the major meltdown last summer and fall. Our unemployment rate continues to be among the lowest in the United States and has stabilized. We believe that as we exit this year, we will see increasing weather normalized sales as well as continued revenue growth at Virginia Power, as we saw in the first quarter. With respect to natural gas, we believe that during 2010 and certainly by 2011 natural gas prices will revert to a range of $6.75 to $7.25 per mmbtu. Street analysts agree, as shown in their mean estimates of 6.75 per 2010 and $7.25 for 2011. In addition, electric utility analysts estimate an average 2010, New England round the clock price of approximately $72 per megawatt hour and an average of 2011 price of $74 a megawatt hour. Over ten times the estimated price of natural gas and considerably higher than the current 2010 forward curve which is around $55 a megawatt hour. While we have not altered our fundamental business strategy, we have adjusted certain aspects of how we approach commodities hedging in our merchant segments. Because it is our view that the price of commodities will rise in tandem with an economic recovery, we believe the best course of action is to reduce temporarily the volumes we target as we average in over time and instead hedge when market prices reflect an economic recovery. Since our last call, we did take the opportunity to execute some additional 2010 hedges at Millstone. But we focused that hedging on the front part of the year to protect against the possibility of a delayed economic recovery. This hedging activity does not change our 2010 EPS outlook. We still expect to approach our targeted hedge percentages as we near each fiscal year. We monitor commodities markets on a constant basis, so we can act, when favorable conditions exist. Similarly, we have scaled back our E&P drilling program for the balance of 2009. For the year, we expect to drill about 300 wells versus about 400 originally planned. This change will conserve about $50 million of capital and will have only a minor impact on near-term production given the long wide nature of a typical Appalachian well. We are in the midst of a large scale, long-term infrastructure growth program to meet the growing energy needs in our Virginia service territory. The Virginia Commission in Firk (ph) have already approved about $4 billion of new energy infrastructure in Virginia, which we will build out over the next three years, increasing our rate base in each of those years.; which much remains to be done. Those investments were only get us about half of what PJM says we need over the next 10 years. We also continue to upgrade select merchant plants and grow our Dominion Energy segment by expanding our pipelines, gas storage and LNG business. Our operating and safety performance equal or exceed the best in our 100 year history. Although the economy has not yet recovered, our business model has proven resilient and we have weathered the initial cocky months with less pain than many analysts projected. We have a strong economy in Virginia that is well supported by the Federal and State governments, the military and a healthy and growing level of Internet traffic and support. While we continue to work on executing superior daily operations, our focus remains on building and preparing for the future as it has over the past two years. As the economy bottoms and we move toward a more positive climate, Dominion's diverse energy infrastructure base will allow us to take advantage of many opportunities. Before we take questions, I want to thank Tom Chewning for his dedicated, tireless, superb work on behalf of Dominion, its shareholders, employees and customers. He has served as our CFO for a decade; one that has been marked by constant change. He held that position as we purchased CNG, expanded and reduced our E&P business, be regulated and re-regulated. He led us through market meltdowns caused by Enron, 9/11 and financial troubles. He has guided us with a steady hand, sharp intellect, financial acumen and an un-airing sense of integrity. All or so him a debt of gratitude and I personally thank him for our partnership. And our loss is his family's and our community's gain. He will be replaced by Mark McGettrick, who many of you know. You will learn that Mark has a different style but shares many of Tom's qualities. He has very big shoes to fill as he knows, but he is extremely able and will perform very well. So, Tom on behalf of all of us, thank you for your dedicated service. With that, we will take your questions.

Thank you. (Operator Instructions). Our first question comes from Greg Gordon with Citi. Greg Gordon - Citi: Thank you. Good morning.

Good morning. Greg Gordon - Citi: I want to echo what Tom said that guys like me been in the industry for 15 plus years, its hard to think of getting up in the morning and coming to work without Tom Chewning being a part of it. So congratulations on your retirement.

Thanks. Greg Gordon - Citi: My first question is with regard to the quarter. Can you review for us or refresh our memories on the producer services business model and what led to your ability to put such a good number. And is that a structurally sustainable number? Or does that have to do with, sort of market conditions in this quarter?

Greg, this is Paul Koonce. Thanks for the question. The business model of producer services is a physical business model. We've got a real nice set of storage and transportation assets that come from asset management arrangements made up of our unregulated portfolio. They have certain transportation contracts that we can manage. You've got upstream transportation that are in support of our retail business and so you take that portfolio and you put it together, you really have a very nice Mid-Atlantic Northeast presence. And then you add to that the Dominion field Service, Appalachian and aggregation business, those came together with the weather and really produced a very strong result. It was really accumulated a day at a time. I would not expect that to continue throughout the year. It's more function of the weather condition and the different basis relationships that set up. But it's a very strong result and one we're very pleased with. Greg Gordon - Citi: Great. My second question sort of goes to sort of the book end comments at the beginning and the end around economic outlook as it pertains to earnings outlook. Would it be fair to summarize those comments as saying that should 2011 commodity prices not recover to what we all believe they should, that there are offsetting factors that would mitigate that impact on your ability to meet your long-term earnings growth goal but not fully offset it. Is that fair?

I don't know about the last part about fully offsetting it. Not one particular factor would fully offset it but the combination of factors well could. My estimate in terms of this we continue to and we're assuming that Greg that the commodity prices are tied to a level of the economy. That's not the only part of that equation. Some of it is actually supply which we think is going to be diminished here in the next couple of years. But between interest rates and O&M and other opportunities we have I think that we feel pretty comfortable that we could take away at least half, if not, three-quarters of that, just from natural offsets and we saw that in the first quarter where we had a very low interest cost on short term borrowings and we expected till the economy covers that short term rates will stay low and they will continue to be stimulus. But cost of goods and services is falling and we're now in an ability to set what their prices are, whether then have them set for us and have to take prices. And we have some other O&M. We're on track, we've said that we would reduce our forward forecast. We had a 7% initial forecast for increase in O&M. We've reduced that to 2%. First quarter shows that we were within that bam. So I can't say 100%, but depending upon a movement in 2011 of say a dollar but a good bit of it we feel can be offset with some fairly related offsets. Greg Gordon - Citi: Great. Final question. We saw the New England good operator meaningfully increase the reserve margin outlook recently. But the numbers looked like they're heavily dominated by demand response and some other things that are a little bit befuddling. I know that Mark has looked pretty closely at this situation, and have been skeptical of that demand response numbers. Can you comment on what's going on in New England and whether or not these reserve margins should be alarming to us.

Greg, this is Mark. Our view really hadn't change on demand response to New England. I think what's going to happen is there maybe a reprieve for a year or two based on the economy downturn in New England. But the demand response numbers where they are today, we think there is huge risk that they either will not show up or not be able to perform as expected and that will impact the market at a future date. Greg Gordon - Citi: Okay. And even if they do show up, they are relatively high cost resources. Correct?

They are, particularly the recent ones that have come out. So certainly we continue to watch this closely. I think it's pretty clear for the next couple of years based on capacity where we are. But I think again the economy has probably given them a reprieve for a year or two and we'll see what happen after that. Greg Gordon - Citi: Thank you guys.

Thank you Greg.

Our next question comes from Paul Pederson with Glenrock Associates. Paul Pederson - Glenrock Associates: Good morning and congratulations to Mr. Chewning as well.

Thanks Paul. Paul Pederson - Glenrock Associates: Just a sort of follow-up here a little bit with Greg's question. It sounds you guys are pretty bullish on 2010 in terms of an economic recovery. Can you give us a little of more flavor as sort of how bullish you guys are in terms of what you think, in terms of kind of recovery or is it just as you sort of indicated on the call that with your outlook on commodity prices and supply and demand that you are going to see a rebound here.

Paul, I'm not sure I would say we're super bullish. We do think and there are sort of two parts of it. Virginia has an unusual customer mix. When you have a government giving you on average 60% more revenues than industrial customers provide, that's an unusual thing. You see on that page in the earnings kit I think the governmental revenues were over $100 million in the first quarter. And that's pretty common actually. I mean, regular for us. Virginia unemployment rate is 7% and it's been that way for a couple of months now. So, so it's stabilized. You have all this base expansion going on. The Internet -- the military base expansion going on. You have the Internet traffic increasing. So we think Virginia's economy is going nowhere but up and how quickly and how far that remains to seen. But we certainly will be improving over the course of this year into next year and the year after that. We've already had approved $4 billion new capital program. That does include the new meter program that we're looking at, which would be another $600 million. So Virginia we think is in relatively good shape. Your specific question seemed to me was more around the gas price market and what will happen with there and it's impact of course on our electric revenues in New England one in particular. And as we come along here, we think gas prices will recover into that range. Now I'm not going to say in the first quarter of 2010, I don't know that. We'll be in the second quarter? I don't know that either. So while we shaped some more hedges in New England in this quarter to protect against a little bit smaller recovery in the first half of the year. But we do think 10 will be better than 9 and 11 will be better than 10, and that will be reflected in the commodity prices. I don't want to put a number around it. Paul Pederson - Glenrock Associates: Okay. Fair enough. Let me just ask you on the DDNA. With the sealing test that you guys had, how should we think about the impact in terms of the benefit to DDNA in 2009 or 2010. Just any flavor or sort of ballpark idea that where should we should think about with that?

Yeah, Paul, this is Paul Koonce. We expect that that DDNA benefit will be about $0.02 a share going forward, and that's within our guidance. So --

That's an annual rate, Paul, for 2009 and smaller than that because we missed a quarter. Paul Pederson - Glenrock Associates: Okay, great. Thank you very much.

Thank you, Paul.

Our next question comes from Paul Fremont with Jefferies. Paul Fremont - Jefferies & Company: Thank you very much. I guess first question would be on trading or producer services. It looks like you're ahead of your number that you were expecting for the entire year. So I think the annual guidance I think was probably 12 million improvement and it looks like you did 26 in the first quarter. Have you sort achieved the full amount that you think you are going to achieve for the year or would there be additional contribution?

Paul, this is Paul Koonce. The full year amount is about 40 and we're at about 26. So we have not exceeded the full year amount and we can't really predict when those dollars are going to come in. It's more a function of weather and basis relationships. And so we are off to a great start but that's all I would say about that. Paul Fremont - Jefferies & Company: Secondly, in terms of hedging, it looks like your Generation is mostly hedged, so in deciding potentially not to move forward with hedges. That would apply mostly I assume to the sale of the gas, the Appalachian gas. Would that be correct?

What year are you speaking about, Paul? Paul Fremont - Jefferies & Company: For 2010?

We're relatively well hedged in both areas and we'll consider -- we consider both of them, both areas as we look at all of it. So I mean we don't look at it. There was just look at Power by itself and let's look at E&P itself. We look at the whole deck of commodities at the same time. Paul Fremont - Jefferies & Company: And I guess my last question is, I guess there were some sort of an EPA notice for of violation for Kincaid and State Line. Can you give us some indication as to what the ETA concern is there?

Paul, that was new source review, a violation that we received I guess a week or 10 days ago. We'll be meeting with ETA over the next 30 days or so to talk about the issues that are in there. At this point, it's a little unclear in terms of are they're aware of what our plans already are or at the station to address some of these or not. So we'll have better information probably on the second quarter call. It's just where we stand with that. Paul Fremont - Jefferies & Company: Thank you.

Thank you. Our next question comes from Dan Eggers with Credit Suisse. Dan Eggers - Credit Suisse: Hey thanks. Tom, congratulations. It's been a pleasure. I guess, the question for you guys on the Virginia rate case, now that you've filed. How do you think about pursuing potential settlement talks. You got an awful lot of cases there. Is your way to get to the universal settlement or given a time since the last case, do you think you need a full docket before you. Thanks a lot.

Dan, trail along (ph). I couldn't hear the very last part. Dan Eggers - Credit Suisse: I just asked, do you need a full docket given the fact it's been so long since you had a rate case or this is an opportunity you think to settle and since your universal fashion in Virginia?

Well, we certainly will be open to a settlement, Dan if the other parties -- the parties that traditionally get involved in these things in the commonwealth which are the staff and the commission. And certainly they are going to want to analyze the case very carefully. The consumer counsel; that office is located in the attorney general's office. Our industrial customers usually intervene and I expect they will intervene in this and there will be others. But we're certainly open to it. We did resolve our fuel case last year, for example, which was a 18% increase. We resolved the Southwest Virginia coal plant case, the Virginia City hybrid matter was resolved with the return on equity etcetera. This is a little bit less parked here but the Bear Garden rider, the Transmission rider and the Virginia City rider relatively straight forward. Now there is an issue particularly on the Transmission rider that people will look at which is deferral that we had based on some earlier cost that we carried through the frozen rate period. So we're certainly open to it. But we're also going to make sure we get what we believe is appropriate level of reimbursement and equity returns based upon our performance and our peer utilities are earning. So if we can get it settled, we will certainly try to do that. Dan Eggers - Credit Suisse: If you were to pursue that route, what would be kind of the timing when we need to get -- we need to get staff and everybody on the dock head and you'd have a conversation point. Is it how we should look to this trench (ph)?

Well it's certainly not going to happen in the next few weeks I can -- after that, I don't know. Probably -- it's very hard to judge, Dan. Dan Eggers - Credit Suisse: Okay. And the other question I guess just philosophically on the hedge, no hedge decision, a lot of people in the past in this industry have made varying decisions on not hedging. They are being smarter than the forward curve. Can you just philosophically talk about the discipline you guys are going to use when you decide to hedge again and kind of what is the minimum level of exposure you're willing to have, current year, one year forward, two year forward.

Well, you can see, since our last call we added another 10% to the hedges at Millstone. I think we're now at about 50% hedged at Millstone and little bit higher that, the parts of the business. And we're going to watch it very carefully. We obviously hedged a little bit since the last call at a price that's lower than our expectation of what's going to happen in 2010. We did that because we're not gamblers. We're not going to sit there and just hope that things get better. We hedged a little bit just to protect against a little bit more downside. We shaped those though to make sure they were concentrated on the first six months of 2010. So we're watching very carefully. We weight that judgment almost on a constant basis. So, we don't want to go into 2010 where we are right now, but we'll have to see what the economic conditions are at the time. Dan Eggers - Credit Suisse: So, if you don't see any improvement in gas prices, you would stay this open for the rest of the year.

I'd rather not speculate on that right now, Dan. Its only April. May -- tomorrow's May, I guess. We'll se how we go through the summer or early fall. Dan Eggers - Credit Suisse: Okay. Thank you.

Thank you.

Thank you. Our next question comes from Jonathan Arnold with Merrill Lynch. Jonathan Arnold - Merrill Lynch: Good morning.

Good morning. Jonathan Arnold - Merrill Lynch: Can you hear me?

Yes, Jonathan. Good morning. Jonathan Arnold - Merrill Lynch: Good morning. My congratulations and good luck to Tom as well.

Thank you Jonathan. Jonathan Arnold - Merrill Lynch: Dan actually asked the question that was the main question I was going to ask on how open you would be going into next year. But my related question to that is I'm just trying to gage what exactly you are saying about 2010 guidance. I noticed it was still in the back of the release. So, it didn't really appear in the front press release. And then you didn't reiterate your growth rate statement. And how should we think about that within the context of the -- what you've said about the natural gas outlook range of 6.75 to 7.25 and then the potential for offsets. Are you feeling less good about those numbers or you feel that -- and then that's why you've pushed the '010 guidance sort of off the front page of the release. So are we feeling that the offsets could still get you into that range?

John, this is Tom Chewning. First, its not guidance with 2010, it's an outlook. As you know, if we felt that this outlook would change we're probably obligated to say so. We take no look at our sensitivity to our natural gas prices and it's about $0.15 for every dollar movement down or up for 2010 and we've also taken a look at some offsets which I mentioned earlier that we see. And, so we really haven't... our protocol is not going to be to affirm an outlook. You will not see it in a press release going forward. But if we should be negative on that outlook, we would be obligated to say so. So that's the reason you don't see it because we give it once a year and unless it changes we're not going to comment on it. But we constantly look at it to see whether or not we can feel that we don't need to change it. So, if you don't see a change then we still feel comfortable with it, but we're not commenting. Jonathan Arnold - Merrill Lynch: The same goes for the statement of beyond 2010 on the 6% growth?

Yes.

Okay. And could I just ask, there was a follow-up a little more as to around the GE decision on nuclear. Can you give us a little more into what were the kind of issues that you couldn't get resolved? Was it more pricing commitment or the nature of the product and where do you look into to have better result in this next go around with other potential suppliers?

Jonathan, this is Mark. I can't talk in specifics about discussions for GE. But I think generally we've been upfront about what we're looking for in a partner, in a contract to build lucrative plan. That is a much higher level of price certainty and others have enabled to take a contract structure that there is significant risk sharing between the parties and affirm deliverable in terms of their design versus the timeframe that we need to move ahead. And we were just not able to get that with GE after much effort. And we hope that the other bidders in this process will be able to give us better clarity on that. So we have product that we feel for good for shareholders and our late payers that we can move ahead with. Jonathan Arnold - Merrill Lynch: Thank you very much.

Thank you.

Thank you. Our next question comes from Hugh Wynne with Sanford Bernstein. Hugh Wynne - Sanford Bernstein: Good morning. I thought that Tom Farrell's regarding Tom Chewning and his instinctive integrity were spot on. That's a quality of less admired in the industry very much. Thomas Farrell, II: Thank you. Hugh Wynne - Sanford Bernstein: A question for Tom Farrell. I understood that you have a robust for you regarding the economic resilience of the State of Virginia. I didn't quite get the expectation for volume sales at the Dominion Virginia Power. If it were down I think on a weather adjusted basis 2.4% in the first quarter of the 2009 earnings guidance was predicated I believe on 1.5% weather adjusted growth, is that still the expectation for the year as a whole all or has that been brought down, but where do you stand now? Thomas Farrell, II: Hugh, I'm glad you'd ask that question. This issue around the 1.5% sales growth has been sort of hanging around out there in the marketplace. And that's one of the reasons why we went into the details we did, that you see on the, I think its page 52 of the guidance kit; showing you the breakdown among our customer classes. Because the focus we think obviously you all have drawn your own conclusions. We think the focus should be on what's going on with the revenue growth and not necessarily our sales growth, although obviously sales growth contributes to the revenue growth. And the reason for that is because largely because of our customer mix. You see that our commercial sales growth actually increased first quarter of '09 over the first quarter of '08 which was a very robust quarter, first quarter of '08. The residential sales went down a little over 1%, but the revenues were actually flat. The big decrease on our percentage basis was in the industrial load, and the governmental was relatively flat. So, as you put together our rate structure and customers mix, a headline sales growth number is probably not the best, most informative thing to look at. We think it's important that you look at what's going on in the various customer classes. Now, all that said, I don't know that we will hit 1.5% growth as we exit the year. We do think that the market here has stabilized and that we will see growth from here. But you need to recognize that if we stayed where we are right now for the balance of the year at these levels that we're talking about $0.03 or $0.035 I think is the number. That would... we would have then lower earnings out of Virginia power in the balance of 2009. So, if we stay right where we are, this down 2.5% whatever the number was the highlights number. The balance of the year, we'll end up down 0.035, which is well within our guidance range. So, we don't have a concern about it. We don't think it ought to be the number people concentrate on, should take better, more of a look at what's going on in the revenue numbers. Hugh Wynne - Sanford Bernstein: Great. Thank you very much. Thomas Farrell, II: Thank you.

Thank you. Our next question comes from Carrie Saint Louis with Fidelity. Carrie Louis - Fidelity: Hi. Good morning.

Hi Carrie.

Good morning. Carrie Louis - Fidelity: I just wanted to say Tom, it looks like you are going out on top because Carolina won, and you got a positive outlook on that go.

I know it pains when you hear graduates that say that the first part of that. But I know as a security holder you are happy with second. Carrie Louis - Fidelity: So, I just again wanted to wish you and congratulate you. But I also wanted to just ask about financing plans for the rest of the year on the debt side, and what are you guys thinking about? Thomas Farrell, II: Carrie, the plans haven't changed at all at this point from what we said in the January call. Of course, we've completed the equity offering that we, the mark the amount of equity we expected to raise from the market, the 250 million. The other 250 million that comes in from the drip and the automatic plans is tracking well after the first quarter. And so really that leaves the debt that we have talked and potentially some hybrids. And we're taking a close look at that. You can see the cash flow was extremely strong. Carrie Louis - Fidelity: Yeah. Thomas Farrell, II: In the first quarter, so we don't feel a need to rush out and do anything. We'll wait and see if that adjust our plans. But at this point we have changed the plan. Carrie Louis - Fidelity: Do you have... I forgot from the first quarter just the split between VEPCO and healthcare, I mean obviously the hybrid would be at the healthcare by do you have a rough idea? Thomas Farrell, II: Yeah. The financing at VEPCO is very light. And I think it's just one issue. It's I believe it's 500 million. Carrie Louis - Fidelity: Okay, great. I did see, you guys have that cash flow slide from the foray, kind of laid out our cash flow expectations. That was in this packet, but I'm just assuming everything from the last package should be more or less intact? Thomas Farrell, II: That is correct. Carrie Louis - Fidelity: Okay. Thomas Farrell, II: Of course, like I said cash flow for the first quarter is very strong, FFO was strong, but working capital. Carrie Louis - Fidelity: Yeah. Thomas Farrell, II: Which is of course adds and flows was very strong as well. Carrie Louis - Fidelity: Okay, great. All right, thanks for all the help.

Thank you, Carrie.

Thank you.

Thank you. Ladies and gentlemen, we have reached the end of our allotted time. Mr. Chewning, do you have any closing remarks.

Yes, thank you. We'd like to thank everyone for joining us this morning. And I'd to personally thank my boss Tom Farrell for saying some of the nice things. He is certainly captain from then until today. So I'm very flattered by. And I'd like to thank all you people who gave me such a hard time on the previous earnings calls for being so nice as I exit. I would like to thank the many fan (ph), Dominion personnel and Investor Relations and throughout the company for their professionalism and hard work to produce their earnings call, particularly we want a single out Laura Kottkamp, who has co-led our IRR effort to the last several years. While we'll be moving in a few weeks to leave the company's important supplier diversity program, we wish her well in her new role at Dominion. Greg Snyder, who presently co-manages this group with Laura, will lead IRR going forward. In future calls there is an extremely interested Dominion shareholder. I'll be listening rather than participating. I have all confidence that I'll continue to hear positive news from Dominion in the quarters ahead or you can assured I'll call Mr. Farrell that day. Thank you again for being with us. Just a reminder that our Forms 10-Q will be filed with the SEC later today and our second quarter earnings release is scheduled for July 31st. We wish you a pleasant spring. Good morning.

Thank you. This does conclude this morning's conference. You may disconnect your lines. And enjoy your day.